Exhibit
4.3


1st Pacific Bancorp


2007
OMNIBUS STOCK INCENTIVE PLAN


Effective
as of April 5, 2007


Prepared by:


LUCE, FORWARD, HAMILTON
& SCRIPPS LLP


600 West Broadway, Suite
2600


San Diego,
California  92101


(619) 236-1414
















TABLE OF CONTENTS


	
  

  	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  ARTICLE 1 PURPOSE OF THE PLAN

  	
   

  	
  4

  
	
   

  	
   

  	
   

  
	
  ARTICLE 2 DEFINITIONS

  	
   

  	
  4

  
	
  2.1

  	
   

  	
  “Administrator

  	
   

  	
  4

  
	
  2.2

  	
   

  	
  “Affiliate

  	
   

  	
  4

  
	
  2.3

  	
   

  	
  “Applicable
  Laws

  	
   

  	
  4

  
	
  2.4

  	
   

  	
  “Award

  	
   

  	
  4

  
	
  2.5

  	
   

  	
  “Award
  Agreement

  	
   

  	
  4

  
	
  2.6

  	
   

  	
  “Awarded
  Stock

  	
   

  	
  4

  
	
  2.7

  	
   

  	
  “Beneficially
  Owned” and “Beneficial Ownership

  	
   

  	
  4

  
	
  2.8

  	
   

  	
  “Board

  	
   

  	
  5

  
	
  2.9

  	
   

  	
  “Change
  in Control

  	
   

  	
  5

  
	
  2.10

  	
   

  	
  “Code

  	
   

  	
  5

  
	
  2.11

  	
   

  	
  “Committee

  	
   

  	
  5

  
	
  2.12

  	
   

  	
  “Common
  Stock

  	
   

  	
  6

  
	
  2.13

  	
   

  	
  “Company

  	
   

  	
  6

  
	
  2.14

  	
   

  	
  “Consultant

  	
   

  	
  6

  
	
  2.15

  	
   

  	
  “Director

  	
   

  	
  6

  
	
  2.16

  	
   

  	
  “Disability

  	
   

  	
  6

  
	
  2.17

  	
   

  	
  “Effective
  Date

  	
   

  	
  6

  
	
  2.18

  	
   

  	
  “Employee

  	
   

  	
  6

  
	
  2.19

  	
   

  	
  “Exchange
  Act

  	
   

  	
  6

  
	
  2.20

  	
   

  	
  “Exchange
  Program

  	
   

  	
  6

  
	
  2.21

  	
   

  	
  “Fair
  Market Value

  	
   

  	
  6

  
	
  2.22

  	
   

  	
  “Fiscal
  Year

  	
   

  	
  7

  
	
  2.23

  	
   

  	
  “Incentive
  Stock Option

  	
   

  	
  7

  
	
  2.24

  	
   

  	
  “Non-Qualified
  Stock Option

  	
   

  	
  7

  
	
  2.25

  	
   

  	
  “Officer

  	
   

  	
  7

  
	
  2.26

  	
   

  	
  “Option

  	
   

  	
  7

  
	
  2.27

  	
   

  	
  “Other
  Stock Based Awards

  	
   

  	
  7

  
	
  2.28

  	
   

  	
  “Outside
  Director

  	
   

  	
  7

  
	
  2.29

  	
   

  	
  “Participant

  	
   

  	
  7

  
	
  2.30

  	
   

  	
  “Performance
  Period”

  	
   

  	
  7

  
	
  2.31

  	
   

  	
  “Performance
  Share

  	
   

  	
  8

  
	
  2.32

  	
   

  	
  “Performance
  Unit

  	
   

  	
  8

  
	
  2.33

  	
   

  	
  “Period
  of Restriction

  	
   

  	
  8

  
	
  2.34

  	
   

  	
  “Plan

  	
   

  	
  8

  
	
  2.35

  	
   

  	
  “Restricted
  Stock

  	
   

  	
  8

  
	
  2.36

  	
   

  	
  “Restricted
  Stock Unit

  	
   

  	
  8

  
	
  2.37

  	
   

  	
  “Rule
  16b-3

  	
   

  	
  8

  
	
  2.38

  	
   

  	
  “Section 16(b)

  	
   

  	
  8

  
	
  2.39

  	
   

  	
  “Service
  Provider

  	
   

  	
  8

  



 













 


	
  2.40

  	
   

  	
  “Share

  	
   

  	
  8

  
	
  2.41

  	
   

  	
  “Stock
  Appreciation Right” or “SAR

  	
   

  	
  8

  
	
  2.42

  	
   

  	
  “Substitute
  Awards”

  	
   

  	
  8

  
	
  2.43

  	
   

  	
  “Unrestricted
  Stock

  	
   

  	
  8

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 3 PLAN ADMINISTRATION

  	
   

  	
  9

  
	
  3.1

  	
   

  	
  Procedure.

  	
   

  	
  9

  
	
  3.2

  	
   

  	
  Powers of the
  Administrator

  	
   

  	
  9

  
	
  3.3

  	
   

  	
  Effect of Administrator’s
  Decision

  	
   

  	
  11

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 4 STOCK SUBJECT TO THE PLAN

  	
   

  	
  11

  
	
  4.1

  	
   

  	
  Stock Subject to the Plan

  	
   

  	
  11

  
	
  4.2

  	
   

  	
  Lapsed Awards

  	
   

  	
  11

  
	
  4.3

  	
   

  	
  Adjustments for Changes in
  Capitalization and Similar Events

  	
   

  	
  11

  
	
  4.4

  	
   

  	
  Substitute Awards

  	
   

  	
  12

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 5 ELIGIBILITY

  	
   

  	
  13

  
	
   

  	
   

  	
   

  
	
  ARTICLE 6 STOCK OPTIONS

  	
   

  	
  13

  
	
  6.1

  	
   

  	
  Option Grant

  	
   

  	
  13

  
	
  6.2

  	
   

  	
  Exercise Price

  	
   

  	
  14

  
	
  6.3

  	
   

  	
  Waiting Period and
  Exercise Dates

  	
   

  	
  14

  
	
  6.4

  	
   

  	
  Exercise of Option.

  	
   

  	
  14

  
	
  6.5

  	
   

  	
  Form of Consideration

  	
   

  	
  15

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 7 RESTRICTED STOCK

  	
   

  	
  16

  
	
  7.1

  	
   

  	
  Grant of Restricted Stock

  	
   

  	
  16

  
	
  7.2

  	
   

  	
  Restricted Stock Agreement

  	
   

  	
  16

  
	
  7.3

  	
   

  	
  Transferability

  	
   

  	
  16

  
	
  7.4

  	
   

  	
  Other Restrictions

  	
   

  	
  16

  
	
  7.5

  	
   

  	
  Removal of Restrictions

  	
   

  	
  16

  
	
  7.6

  	
   

  	
  Voting Rights

  	
   

  	
  17

  
	
  7.7

  	
   

  	
  Dividends and Other
  Distributions

  	
   

  	
  17

  
	
  7.8

  	
   

  	
  Return of Restricted Stock
  to Company

  	
   

  	
  17

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 8 UNRESTRICTED STOCK

  	
   

  	
  17

  
	
   

  	
   

  	
   

  
	
  ARTICLE 9 STOCK APPRECIATION RIGHTS

  	
   

  	
  17

  
	
  9.1

  	
   

  	
  Grant of SARs

  	
   

  	
  17

  
	
  9.2

  	
   

  	
  Number of Shares

  	
   

  	
  17

  
	
  9.3

  	
   

  	
  Exercise Price and Other
  Terms

  	
   

  	
  17

  
	
  9.4

  	
   

  	
  SAR Agreement

  	
   

  	
  17

  
	
  9.5

  	
   

  	
  Expiration of SARs

  	
   

  	
  17

  
	
  9.6

  	
   

  	
  Payment of SAR Amount

  	
   

  	
  18

  
	
  9.7

  	
   

  	
  Buyout Provisions

  	
   

  	
  18

  



 



 2
 









 


	
  ARTICLE 10 PERFORMANCE UNITS AND PERFORMANCE SHARES

  	
   

  	
  18

  
	
  10.1

  	
   

  	
  Grant of Performance
  Units/Shares

  	
   

  	
  18

  
	
  10.2

  	
   

  	
  Value of Performance
  Units/Shares

  	
   

  	
  18

  
	
  10.3

  	
   

  	
  Performance Objectives and
  Other Terms

  	
   

  	
  18

  
	
  10.4

  	
   

  	
  Earning of Performance
  Units/Shares

  	
   

  	
  18

  
	
  10.5

  	
   

  	
  Form and Timing for Payment
  of Performance Units/Shares

  	
   

  	
  18

  
	
  10.6

  	
   

  	
  Cancellation of
  Performance Units/Shares

  	
   

  	
  19

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 11 RESTRICTED STOCK UNITS

  	
   

  	
  19

  
	
   

  	
   

  	
   

  
	
  ARTICLE 12 OTHER STOCK BASED AWARDS

  	
   

  	
  19

  
	
   

  	
   

  	
   

  
	
  ARTICLE 13 DISSOLUTION OR LIQUIDATION; OR CHANGE
  IN CONTROL

  	
   

  	
  19

  
	
  13.1

  	
   

  	
  Dissolution or Liquidation

  	
   

  	
  19

  
	
  13.2

  	
   

  	
  Change in Control.

  	
   

  	
  19

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 14 MISCELLANEOUS PROVISIONS

  	
   

  	
  21

  
	
  14.1

  	
   

  	
  No Uniform Rights to
  Awards

  	
   

  	
  21

  
	
  14.2

  	
   

  	
  Share Certificates

  	
   

  	
  21

  
	
  14.3

  	
   

  	
  No Rights as a Service
  Provider

  	
   

  	
  21

  
	
  14.4

  	
   

  	
  No Rights as Shareholder

  	
   

  	
  21

  
	
  14.5

  	
   

  	
  No Trust or Fund Created

  	
   

  	
  21

  
	
  14.6

  	
   

  	
  No Fractional Shares

  	
   

  	
  22

  
	
  14.7

  	
   

  	
  Requirement of Consent and
  Notification of Election Under Code § 83(b) or Similar Provision

  	
   

  	
  22

  
	
  14.8

  	
   

  	
  Requirement of
  Notification Upon Disqualifying Disposition Under Code § 421(b)

  	
   

  	
  22

  
	
  14.9

  	
   

  	
  Leaves of Absence

  	
   

  	
  22

  
	
  14.10

  	
   

  	
  Notices

  	
   

  	
  22

  
	
  14.11

  	
   

  	
  Non-Transferability of
  Awards

  	
   

  	
  22

  
	
  14.12

  	
   

  	
  Date of Grant

  	
   

  	
  23

  
	
  14.13

  	
   

  	
  Amendment and Termination
  of Plan.

  	
   

  	
  23

  
	
  14.14

  	
   

  	
  Conditions Upon Issuance
  of Shares.

  	
   

  	
  23

  
	
  14.15

  	
   

  	
  Severability

  	
   

  	
  23

  
	
  14.16

  	
   

  	
  Inability to Obtain
  Authority

  	
   

  	
  24

  
	
  14.17

  	
   

  	
  Shareholder Approval

  	
   

  	
  24

  
	
  14.18

  	
   

  	
  Governing Law

  	
   

  	
  24

  



 



 3
 









1st Pacific Bancorp

2007 OMNIBUS STOCK INCENTIVE PLAN


ARTICLE
1

PURPOSE OF THE PLAN


The purpose of this 1st Pacific Bancorp 2007
Omnibus Stock Incentive Plan is to promote the interests of 1st Pacific Bancorp
and its shareholders by: (i) attracting and retaining exceptional
Directors, Employees and Consultants (including prospective Directors,
Employees and Consultants) of the Company, and (ii) enabling such
individuals to participate in the long-term growth and financial success of the
Company.


Accordingly, the Plan provides for the
granting of Incentive Stock Options, Non-Qualified Stock Options, Restricted
Stock Awards, Unrestricted Stock Awards, Restricted Stock Units, Stock
Appreciation Rights, Performance Unit Awards, Performance Share Awards, and
Other Stock Based Awards.


ARTICLE
2

DEFINITIONS


2.1           “Administrator” means the Board, the Committee, or any
Officer or Employee of the Company to whom the Board or the Committee has
delegated authority to administer the Plan.


2.2           “Affiliate” means a “parent” or “subsidiary”
corporation as defined in Code §§ 424(e) and (f), or a
corporation that the Board has designated as participating in the Plan.


2.3           “Applicable Laws”  means the requirements relating to the administration
of equity-based awards or equity compensation plans under U.S. federal and
state laws, the Code, any stock exchange or quotation system on which the
Common Stock is listed or quoted, and the applicable laws of any foreign
country or jurisdiction where Awards are, or will be, granted under the Plan.


2.4           “Award”  means, individually or collectively, a grant under the
Plan of Incentive Stock Options, Non-Qualified Stock Options, Restricted Stock
Awards, Unrestricted Stock Awards, Restricted Stock Units, Stock Appreciation
Rights, Performance Unit Awards, Performance Share Awards or Other Stock Based
Awards.


2.5           “Award Agreement”  means the written or electronic agreement setting
forth the terms and provisions applicable to each Award granted under the Plan.
The Award Agreement is subject to the terms and conditions of the Plan.


2.6           “Awarded Stock”  means the Common Stock subject to an Award.


2.7           “Beneficially Owned” and “Beneficial Ownership”  have the meanings set forth in Rule 13d-3 of the
Exchange Act, provided that the exercise of voting rights by a nominee or 



 4
 









proxy holder of the Board in connection with a meeting or proposed
action by shareholders of the Company shall not be deemed to constitute such
ownership and any ownership or voting power of the trustee under an employee
benefit plan of the Company shall not be deemed to constitute such ownership.


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


2.9           “Change in Control”  means, unless otherwise defined under Code § 409A
and reflected in the Award Agreement, the occurrence of any of the following
events:


(a)           The
shareholders of the Company approve a merger or consolidation of the Company
with any other entity such that after the transaction more than 50% of the
outstanding “Voting Securities” (defined as securities the holders of which are
entitled to vote for the election of Directors) of the surviving entity would
be Beneficially Owned by “Persons” (as such term is used in
§§ 13(d) and 14(d) of the Exchange Act) who did not Beneficially
Own “Voting Securities” of the Company prior to the transaction;


(b)           Directors
who were members of the Board immediately prior to a meeting of the
shareholders of the Company, which meeting involves a contest for the election
of at least one directorship, do not constitute at least a majority of the
Directors following such meeting or election;


(c)           An
acquisition, directly or indirectly, of more than 50% of the outstanding shares
of any class of “Voting Securities” of the Company by any “Person;”


(d)           The
shareholders of the Company approve a sale of all or substantially all of the
assets of the Company; OR


(e)           There
is a change, during any period of two consecutive years or less, of a majority
of the Board as constituted as of the beginning of such period, unless the
election of each Director who is not a Director at the beginning of such period
was approved by a vote of at least two-thirds of the Directors then in office
who were Directors at the beginning of the period.


Notwithstanding the foregoing, a Change in
Control shall not be deemed to have occurred in the event the Company forms a
holding company as a result of which the holders of the Company’s “Voting
Securities” immediately prior to the transaction, hold, in approximately the
same relative proportions as they held prior to the transaction, substantially
all of the “Voting Securities” of a holding company owning all of the Company’s
“Voting Securities” after the completion of the transaction.


2.10         “Code”  means the Internal Revenue Code of 1986, as amended,
and the Treasury regulations promulgated thereunder.  Any reference to a section of the Code herein
will be a reference to any successor or amended section of the Code.


2.11         “Committee”  means a committee of Directors or other individuals
satisfying Applicable Laws and appointed by the Board in accordance with
Article 3 of the Plan.  If the 



 5
 









Committee is comprised of two Directors, both Directors shall be
“non-employee directors” as that term is defined in Rule 16b-3.


2.12         “Common Stock”  means the Common Stock of the Company, or in the case
of Awards not based on Shares, the cash equivalent thereof.


2.13         “Company” means 1st Pacific Bancorp, a California
corporation.


2.14         “Consultant”  means any person, including an advisor, engaged by the
Company or an Affiliate to render services to such entity.


2.15         “Director” means a member of the Board.


2.16         “Disability”  means, unless otherwise defined under Code § 409A
and reflected in the Award Agreement, total and permanent disability as defined
in Code § 22(e)(3), provided that in the case of Awards other than
Incentive Stock Options, the Administrator in its discretion may determine
whether a permanent and total disability exists in accordance with uniform and
non-discriminatory standards adopted by the Administrator from time to time.


2.17         “Effective Date”  means as of April 5, 2007, provided that the Plan is
approved by the shareholders of the Company on or within 12 months of such
date.


2.18         “Employee”  means any person, including Officers and Directors,
employed by the Company or an Affiliate. 
Neither service as a Director nor payment of a director’s fee by the
Company will be sufficient to constitute “employment” by the Company.


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


2.20         “Exchange Program”  means a program under which (i) outstanding
Awards are surrendered or cancelled in exchange for Awards of the same type
(which may have lower exercise prices and/or different terms), Awards of a
different type, and/or cash; or (ii) the exercise price of an outstanding
Award is reduced.  The terms and
conditions of any Exchange Program will be determined by the Administrator in
its sole discretion.


2.21         “Fair Market Value”  means, as of any date and unless the Administrator
determines otherwise, the value of Common Stock determined as follows:


(a)           If
the Common Stock is listed on any established stock exchange or a national
market system, including without limitation the NASDAQ Global Market, its Fair
Market Value will be the closing sales price for such stock (or the closing
bid, if no sales were reported) as quoted on such exchange or system for the
day of determination, as reported in The Wall Street
Journal or such other source as the Administrator deems reliable;


(b)           If
the Common Stock is regularly quoted by a recognized securities dealer but
selling prices are not reported, the Fair Market Value of a Share of Common
Stock will be the mean between the high bid and low asked prices for the Common
Stock for 



 6
 









the day of determination, as reported in The Wall
Street Journal or such other source as the Administrator deems
reliable; or


(c)           In
the absence of an established market for the Common Stock, the Fair Market
Value will be determined in good faith by the Administrator.


Notwithstanding
the preceding, for federal, state, and local income tax reporting purposes and
for such other purposes as the Administrator deems appropriate, the Fair Market
Value shall be determined by the Administrator in accordance with uniform and
nondiscriminatory standards adopted by it from time to time.


2.22         “Fiscal Year”  means the fiscal year of the Company.


2.23         “Incentive Stock Option”  means an Option intended to qualify as an incentive
stock option within the meaning of Code § 422 and the Treasury regulations
promulgated thereunder.


2.24         “Non-Qualified Stock Option”  means an Option that by its terms does not qualify or
is not intended to qualify as an Incentive Stock Option.


2.25         “Officer” means a person who is an officer of the
Company within the meaning of § 16 of the Exchange Act and the rules and
regulations promulgated thereunder.


2.26         “Option”  means an Incentive Stock Option or a Non-Qualified
Stock Option or both, as the context requires.


2.27         “Other Stock Based Awards”  means any other awards not specifically described in
the Plan that are valued in whole or in part by reference to, or are otherwise
based on, Shares and are created by the Administrator pursuant to
Article 12.


2.28         “Outside Director”  means a Director who either: (i) is not a current
Employee of the Company or an “affiliated corporation” (within the meaning of
the Treasury regulations promulgated under Code § 162(m)), is not a former
employee of the Company or an “affiliated corporation” receiving compensation
for prior services (other than benefits under a tax qualified retirement plan),
was not an officer of the Company or an “affiliated corporation” at any time,
and is not currently receiving direct or indirect remuneration (within the
meaning of the Treasury regulations promulgated under Code § 162(m)) from
the Company or an “affiliated corporation” for services in any capacity other
than as a Director; or (ii) is otherwise considered an “outside director”
for purposes of Code § 162(m).


2.29         “Participant”  means the holder of an outstanding Award granted under
the Plan.


2.30         “Performance Period”  shall have the meaning set forth in Section 10.3
of the Plan.



 7
 









2.31         “Performance Share”  means, pursuant to Article 10, an Award granted
to a Service Provider under which, upon the satisfaction of predetermined
individual or Company performance goals and/or objectives, shares of Common
Stock shall be paid to the Participant.


2.32         “Performance Unit”  means, pursuant to Article 10, an Award granted
to a Service Provider under which, upon the satisfaction of predetermined
individual or Company performance goals and/or objectives, a cash payment shall
be paid to the Participant based on the number of “units” awarded to the
Participant.  For this purpose, the term
“unit” means bookkeeping units, each of which represents such monetary amount
as shall be designated by the Administrator in each Award Agreement.


2.33         “Period of Restriction”  means the period during which the transfer of Shares
of Restricted Stock are subject to restrictions.  Such restrictions may be based on the passage
of time, the achievement of target levels of performance, or the occurrence of
other events as determined by the Administrator.


2.34         “Plan”  means this 1st Pacific Bancorp 2007 Omnibus Stock
Incentive Plan, as amended from time to time.


2.35         “Restricted Stock”  means shares of Common Stock issued pursuant to a
Restricted Stock Award under the Plan or issued pursuant to the early exercise
of an Option.


2.36         “Restricted Stock Unit”  means an Award that the Administrator permits to be
paid in installments or on a deferred basis, and that represents an unfunded
and unsecured promise to deliver Shares, cash, other securities, other Awards
or other property in accordance with the terms of the applicable Award
Agreement.


2.37         “Rule 16b-3”  means Rule 16b-3 of the Exchange Act or any successor
to Rule 16b-3, as in effect when discretion is being exercised with
respect to the Plan.


2.38         “Section 16(b)”  means Section 16(b) of the Exchange Act.


2.39         “Service Provider”  means an Employee, Director or Consultant.


2.40         “Share”  means a share of the Common Stock, as adjusted in
accordance with Section 4.3 and Article 13 of the Plan.


2.41         “Stock Appreciation Right” or “SAR”  means an Award that is designated as a SAR, and represents
an unfunded and unsecured promise to deliver Shares, cash, other securities,
other Awards or other property equal in value to the excess, if any, of the
Fair Market Value per Share over the exercise price per Share of the SAR,
subject to the terms of the applicable Award Agreement.


2.42         “Substitute Awards”  shall have the meaning set forth in Section 4.4
of the Plan.


2.43         “Unrestricted Stock”  means as defined in Article 8 of the Plan.



 8
 









ARTICLE
3

PLAN ADMINISTRATION


3.1           Procedure.


(a)           Board’s Delegation. 
The Board may delegate administration of the Plan to a
Committee or Committees.  If
administration is delegated to a Committee, the Committee shall have, in
connection with the administration of the Plan, the powers possessed by the
Board, subject, however, to such resolutions, not inconsistent with the
provisions of this Plan, as may be adopted from time to time by the Board.  The Board may abolish any Committee at any
time and revest in the Board the administration of the Plan.  Different Committees may administer the Plan
with respect to different groups of Service Providers.


(b)           Code § 162(m).  To the extent that the Administrator
determines it to be desirable and necessary to qualify Awards granted hereunder
as “performance-based compensation” within the meaning of Code § 162(m),
the Plan will be administered by a Committee of two or more Outside Directors.


(c)           Rule 16b-3.  To
the extent desirable to qualify transactions hereunder as exempt under Rule
16b-3, the transactions contemplated hereunder will be structured to satisfy
the requirements for exemption under Rule 16b-3.


(d)           Other Administration. 
Other than as provided above, the Plan will be administered
by: (i) the Board, or (ii) a Committee, which committee will be
constituted to satisfy Applicable Laws.


(e)           Delegation of Authority for Day-to-Day
Administration.  Except to the
extent prohibited by Applicable Law, the Administrator may delegate to one or
more individuals the day-to-day administration of the Plan and any of the
functions assigned to it in this Plan. 
Such delegation may be revoked at any time.


3.2           Powers of the Administrator.  Subject to the provisions of the Plan, and in
the case of a Committee, subject to the specific duties delegated by the Board
to such Committee, the Administrator will have the authority, in its
discretion:


(a)           To
determine the Fair Market Value.


(b)           To
select the Service Providers to whom Awards may be granted hereunder.


(c)           To
determine the number of Shares to be covered by each Award granted hereunder.


(d)           To
approve forms of agreement for use under the Plan.



 9
 









(e)           To
determine the terms and conditions, not inconsistent with the terms of the
Plan, of any Award granted hereunder. 
Such terms and conditions include, but are not limited to, the exercise
price, the time or times when Awards may be exercised (which may be based on
performance criteria), any vesting acceleration or waiver of forfeiture or
repurchase restrictions, and any restriction or limitation regarding any Award
or the Shares relating thereto, based in each case on such factors as the
Administrator will determine in its sole discretion.


(f)            To
reduce the exercise price of any Award to the then current Fair Market Value if
the Fair Market Value of the Common Stock covered by such Award shall have
declined since the date the Award was granted.


(g)           To
institute an Exchange Program.


(h)           To
construe and interpret the terms of the Plan and Awards granted pursuant to the
Plan, and to establish, amend and revoke rules and regulations for its
administration.


(i)            To
prescribe, amend and rescind rules and regulations relating to the Plan,
including rules and regulations relating to sub-plans established for the
purpose of satisfying applicable foreign laws and/or qualifying for preferred
tax treatment under applicable foreign tax laws.


(j)            To
modify or amend each Award (subject to Section 14.13(c) of the Plan),
including the discretionary authority to extend the post-termination exercise
period of Awards longer than is otherwise provided for in the Plan.


(k)           To
allow Participants to satisfy withholding tax obligations by electing to have
the Company withhold from the Shares or cash to be issued upon exercise or
vesting of an Award that number of Shares or cash having a Fair Market Value
equal to the minimum amount required to be withheld.  The Fair Market Value of any Shares to be
withheld will be determined on the date that the amount of tax to be withheld
is to be determined.  All elections by a
Participant to have Shares or cash withheld for this purpose will be made in
such form and under such conditions as the Administrator may deem necessary or
advisable.


(l)            To
authorize any person to execute on behalf of the Company any instrument
required to effect the grant of an Award previously granted by the Administrator.


(m)          To
allow a Participant to defer the receipt of the payment of cash or the delivery
of Shares that would otherwise be due to such Participant under an Award.


(n)           To
determine whether Awards will be settled in Shares, cash or in any combination thereof.


(o)           To
create Other Stock Based Awards for issuance under the Plan.



 10
 









(p)           To
establish a program whereby Service Providers designated by the Administrator
can reduce compensation otherwise payable in cash in exchange for Awards under
the Plan.


(q)           To
impose such restrictions, conditions or limitations as it determines
appropriate as to the timing and manner of any resales by a Participant or
other subsequent transfers by the Participant of any Shares issued as a result
of or under an Award, including without limitation, (i) restrictions under
an insider trading policy, and (ii) restrictions as to the use of a
specified brokerage firm for such resales or other transfers.  AND


(r)            To
make all other determinations deemed necessary or advisable for administering
the Plan.


3.3           Effect of Administrator’s Decision.  The
Administrator’s decisions, determinations and interpretations will be final and
binding on all Participants and any other holders of Awards.


ARTICLE
4

STOCK SUBJECT TO THE PLAN


4.1           Stock Subject to the Plan.  Subject to the
provisions of this Article 4 and Article 13 of the Plan, the maximum
aggregate number of Shares that may be issued under the Plan is 400,000, of
which the maximum number of Shares that may be delivered pursuant to Incentive Stock
Options granted under the Plan shall be 100,000.  The Shares may be authorized and unissued, or
reacquired Common Stock.  Shares shall
not be deemed to have been issued pursuant to the Plan with respect to any
portion of an Award that is paid in cash. 
Upon payment in Shares pursuant to the exercise of an Award, the number
of Shares available for issuance under the Plan shall be reduced only by the
number of Shares actually issued in such payment.  If a Participant pays the exercise price (or
purchase price, if applicable) of an Award through the tender of Shares, or if
Shares are tendered or withheld to satisfy any withholding obligations of the
Company, the number of Shares so tendered or withheld shall again be available
for issuance pursuant to future Awards under the Plan.


4.2           Lapsed Awards.  If any
outstanding Award expires or is terminated or canceled without having been
exercised or settled in full, or if Shares acquired pursuant to an Award
subject to forfeiture or repurchase are forfeited or repurchased by the
Company, the Shares allocable to the terminated portion of such Award or such
forfeited or repurchased Shares shall again be available for grant under the
Plan.


4.3           Adjustments for Changes in Capitalization and
Similar Events.  In the event that any dividend or other
distribution (whether in the form of cash, Shares, other securities or other
property), recapitalization, stock split, reverse stock split, reorganization,
merger, consolidation, split-up, spin-off, combination, repurchase or exchange
of Shares or other securities of the Company, issuance of warrants or other
rights to purchase Shares or other 



 11
 









securities of the Company, or other similar corporate transaction or
event affects the Shares, then the Administrator shall:


(a)           appropriately
adjust any or all of (i) the number of Shares or other securities of the
Company (or number and kind of other securities or property) with respect to
which Awards may be granted, including (1) the aggregate number of Shares
that may be delivered pursuant to Awards granted under the Plan, as provided in
Section 4.1 of the Plan, and (2) the maximum number of Shares or
other securities of the Company (or number and kind of other securities or
property) with respect to which Awards may be granted to any Participant in any
fiscal year of the Company, and (ii) the terms of any outstanding Award,
including (1) the number of Shares or other securities of the Company (or
number and kind of other securities or property) subject to outstanding Awards
or to which outstanding Awards relate, and (2) the exercise price with
respect to any Award; OR


(b)           if
appropriate, make provision for a cash payment to the holder of an outstanding
Award in consideration for the cancellation of such Award, including, in the
case of an outstanding Option or Stock Appreciation Right (SAR), a cash payment
to the holder of such Option or SAR in consideration for the cancellation of
such Option or SAR in an amount equal to the excess, if any, of the Fair Market
Value (as of a date specified by the Administrator) of the Shares subject to
such Option or SAR over the aggregate exercise price of such Option or SAR (it
being understood that, in such event, any Option or SAR having a per Share
exercise price equal to, or in excess of, the Fair Market Value of a Share
subject to such Option or SAR may be cancelled and terminated without any
payment or consideration therefor).


Any such adjustment made by the Administrator
shall be final, binding and conclusive. 
Any Shares issuable as a result of any such adjustment shall be rounded
to the next lower whole Share; no fractional Shares shall be issued.  At no time shall the conversion of any
convertible securities of the Company be treated as a “transaction not
involving the receipt of consideration by the Company.”


4.4           Substitute Awards.  Awards may, in
the discretion of the Administrator, be granted under the Plan in assumption
of, or in substitution for, outstanding awards previously granted by the
Company and any Affiliate or a company acquired by the Company or with which
the Company combines (“Substitute Awards”). 
The number of Shares underlying any Substitute Awards shall be counted
against the aggregate number of Shares available for Awards under the Plan;
provided, however, that Substitute Awards issued in connection with the
assumption of, or in substitution for, outstanding awards previously granted by
an entity that is acquired by the Company or its Affiliate through a merger or
acquisition shall not be counted against the aggregate number of Shares
available for Awards under the Plan; provided further, however, that Substitute
Awards issued in connection with the assumption of, or in substitution for,
outstanding stock options intended to qualify for special tax treatment under
Code §§ 421 and 422 that were previously granted by an entity that is
acquired by the Company or an Affiliate through a merger or acquisition shall
be counted against the aggregate number of Shares available for Incentive Stock
Options under the Plan.



 12














ARTICLE
5

ELIGIBILITY


Any Director, Employee or Consultant
(including any prospective Director, Employee or Consultant) of the Company and
any Affiliate shall be eligible to be designated a Participant in the Plan for
purposes of receiving Awards.  However,
Incentive Stock Options may be granted only to Employees.


ARTICLE
6

STOCK OPTIONS


6.1           Option Grant.  Subject to the
provisions of the Plan, the Administrator shall have sole and plenary authority
to determine the Participants to whom Options shall be granted, the number of
Shares to be covered by each Option, whether the Option will be an Incentive
Stock Option or a Non-Qualified Stock Option and the conditions and limitations
applicable to the vesting and exercise of the Option.  In the case of Incentive Stock Options, the
terms and conditions of such grants shall be subject to and comply with such
rules as may be prescribed by Code § 422 and any regulations related
thereto, as may be amended from time to time. 
All Options granted under the Plan shall be Non-Qualified Stock Options
unless the applicable Award Agreement expressly states that the Option is
intended to be an Incentive Stock Option. 
If an Option is intended to be an Incentive Stock Option, and if for any
reason such Option (or any portion thereof) shall not qualify as an Incentive
Stock Option, then, to the extent of such non-qualification, such Option (or
portion thereof) shall be regarded as a Non-Qualified Stock Option
appropriately granted under the Plan, provided that such Option (or portion
thereof) otherwise complies with the Plan’s requirements relating to
Non-Qualified Stock Options.


(a)           Term of Option. 
The term of each Option will be stated in the Award
Agreement. In the case of an Incentive Stock Option, the term will be 10 years
from the date of grant or such shorter term as may be provided in the Award
Agreement. Moreover, in the case of an Incentive Stock Option granted to a
Participant who, at the time the Incentive Stock Option is granted, owns stock
representing more than 10% of the total combined voting power of all classes of
stock of the Company or any Affiliate, the term of the Incentive Stock Option
will be five years from the date of grant or such shorter term as may be
provided in the Award Agreement.


(b)           $100,000 Limitation for Incentive Stock Options.  Each Option will be designated in the Award
Agreement as either an Incentive Stock Option or a Non-Qualified Stock
Option.  However, notwithstanding such
designation, to the extent the aggregate Fair Market Value of the Shares with
respect to which Incentive Stock Options are exercisable for the first time by
the Participant during any calendar year (under all plans of the Company and
any Affiliate) exceeds $100,000, such Options will be treated as Non-Qualified
Stock Options.  For purposes of this
Section 6.1(b), Incentive Stock Options will be taken into account in the
order in which they were granted.  The
Fair Market Value of the Shares will be determined as of the time the Option
with respect to such Shares is granted.



 13
 








6.2           Exercise Price.  Except as
otherwise established by the Administrator at the time an Option is granted and
set forth in the applicable Award Agreement, the exercise price of each Share
covered by an Option shall be not less than 100% of the Fair Market Value of
such Share (determined as of the date the Option is granted); provided,
however, that in the case of an Incentive Stock Option granted to an Employee
who, at the time of the grant of such Option, owns stock representing more than
10% of the voting power of all classes of stock of the Company and any
Affiliate, the per Share exercise price shall be no less than 110% of the Fair
Market Value per Share on the date of the grant.  Options are intended to qualify as “qualified
performance-based compensation” under Code § 162(m).


Notwithstanding the foregoing, Options may be
granted with an exercise price of less than 100% of the Fair Market Value per
Share on the date of grant if such Option is granted pursuant to an assumption
or substitution for another option in a manner satisfying the provisions of
Code § 424(a) (involving a corporate reorganization).


6.3           Waiting Period and Exercise Dates.  At the time an
Option is granted, the Administrator will fix the period within which the
Option may be exercised and will determine any conditions that must be
satisfied before the Option may be exercised.


6.4           Exercise of Option.


(a)           Procedure for Exercise; Rights as a Shareholder.  Any Option granted hereunder will be
exercisable according to the terms of the Plan and at such times and under such
conditions as determined by the Administrator and set forth in the Award
Agreement.  An Option may not be
exercised for a fraction of a Share.


An
Option will be deemed exercised when the Company receives: (i) written or
electronic notice of exercise (in accordance with the Award Agreement) from the
person entitled to exercise the Option, and (ii) full payment for the
Shares with respect to which the Option is exercised.  Full payment may consist of any consideration
and method of payment authorized by the Administrator and permitted by the
Award Agreement and the Plan.  Shares
issued upon exercise of an Option will be issued in the name of the Participant
or, if requested by the Participant, in the name of the Participant and his or
her spouse.  Until the Shares are issued
(as evidenced by the appropriate entry on the books of the Company or of a duly
authorized transfer agent of the Company), no right to vote or receive
dividends or any other rights as a shareholder will exist with respect to the
Awarded Stock, notwithstanding the exercise of the Option.  The Company will issue (or cause to be
issued) such Shares promptly after the Option is exercised.  No adjustment will be made for a dividend or
other right for which the record date is prior to the date the Shares are
issued, except as provided in Articles 4 and 13 of the Plan or the
applicable Award Agreement.


Exercising
an Option in any manner will decrease the number of Shares thereafter available
for sale under the Option, by the number of Shares as to which the Option is
exercised.



 14
 








(b)           Termination of Relationship as Service Provider.  If a Participant ceases to be a
Service Provider, other than upon the Participant’s death or Disability, the
Participant may exercise his or her Option within such period of time as is
specified in the Award Agreement to the extent that the Option is vested on the
date of termination (but in no event later than the expiration of the term of
such Option as set forth in the Award Agreement).  In the absence of a specified time in the
Award Agreement, the Option will remain exercisable for three months following
the Participant’s termination.


(c)           Disability of Participant.  If a Participant ceases to be a
Service Provider as a result of the Participant’s Disability, the Participant
may exercise his or her Option within such period of time as is specified in
the Award Agreement to the extent the Option is vested on the date of
termination (but in no event later than the expiration of the term of such
Option as set forth in the Award Agreement). 
In the absence of a specified time in the Award Agreement, the Option
will remain exercisable for 12 months following the Participant’s termination.


(d)           Death of Participant. 
If a Participant dies while a Service Provider, the Option
may be exercised following the Participant’s death within such period of time
as is specified in the Award Agreement to the extent that the Option is vested
on the date of death (but in no event may the option be exercised later than
the expiration of the term of such Option as set forth in the Award Agreement),
by the Participant’s designated beneficiary, provided such beneficiary has been
designated prior to Participant’s death in a form acceptable to the
Administrator.  If no such beneficiary
has been designated by the Participant, then such Option may be exercised by
the personal representative of the Participant’s estate or by the
person(s) to whom the Option is transferred pursuant to the Participant’s
will or in accordance with the laws of descent and distribution.  In the absence of a specified time in the
Award Agreement, the Option will remain exercisable for 12 months following
Participant’s death.


(e)           Buyout Provisions. 
The Administrator may at any time offer to buy out for a
payment in cash or Shares an Option previously granted based on such terms and
conditions as the Administrator shall establish and communicate to the
Participant at the time that such offer is made.


(f)            Reversion to Plan.  Unless otherwise provided by the
Administrator, if on the date of termination, Disability or death as provided
in Sections 6.4(b), (c), and (d) of the Plan, Participant is not
vested as to his or her entire Option, the Shares covered by the unvested
portion of the Option will immediately revert to the Plan following the
Participant’s termination, Disability or death. 
As to the vested portion, if the Option is not so exercised within the
time specified herein, the Option will terminate, and the Shares covered by
such Option will revert to the Plan.


6.5           Form of Consideration.  The
Administrator will determine the acceptable form of consideration for
exercising an Option, including the method of payment. In the case of an
Incentive Stock Option, the Administrator will determine the acceptable form of
consideration at



 15
 








the time of grant.  To the extent
permitted by Applicable Laws, consideration may consist entirely of:


(a)           cash;


(b)           check;


(c)           promissory
note;


(d)           other
Shares which meet the conditions established by the Administrator to avoid
adverse accounting consequences (as determined by the Administrator);


(e)           consideration
received by the Company under a cashless exercise program implemented by the
Company in connection with the Plan;


(f)            a
reduction in the amount of any Company liability to the Participant, including
any liability attributable to the Participant’s participation in any
Company-sponsored deferred compensation program or arrangement;


(g)           any
combination of the foregoing methods of payment; or


(h)           such
other consideration and method of payment for the issuance of Shares to the
extent permitted by Applicable Laws.


ARTICLE
7

RESTRICTED STOCK


7.1           Grant of Restricted Stock.  Subject to the
terms and provisions of the Plan, the Administrator, at any time and from time
to time, may grant Shares of Restricted Stock to Service Providers in such
amounts as the Administrator, in its sole discretion, will determine.


7.2           Restricted Stock Agreement.  Each Award of
Restricted Stock will be evidenced by an Award Agreement that will specify the
Period of Restriction, the number of Shares granted, and such other terms and
conditions as the Administrator will determine in its sole discretion.  Unless the Administrator determines
otherwise, Shares of Restricted Stock will be held by the Company as escrow
agent until the restrictions on such Shares have lapsed.


7.3           Transferability.  Except as
provided in this Article 7, Shares of Restricted Stock may not be sold,
transferred, pledged, assigned or otherwise alienated or hypothecated until the
end of the applicable Period of Restriction.


7.4           Other Restrictions.  The
Administrator, in its sole discretion, may impose such other restrictions on
Shares of Restricted Stock as it may deem advisable or appropriate.


7.5           Removal of Restrictions.  Except as
otherwise provided in this Article 7, Shares of Restricted Stock covered
by each Restricted Stock grant made under the Plan will be released from escrow
as soon as practicable after the last day of the Period of Restriction.  The 



 16
 








Administrator, in its discretion, may accelerate the time at which any
restrictions will lapse or be removed.


7.6           Voting Rights.  During the
Period of Restriction, Service Providers holding Shares of Restricted Stock
granted hereunder may exercise full voting rights with respect to those Shares,
unless the Administrator determines otherwise.


7.7           Dividends and Other Distributions.  During the
Period of Restriction, Service Providers holding Shares of Restricted Stock
will be entitled to receive all dividends and other distributions paid with
respect to such Shares unless otherwise provided in the Award Agreement.  If any such dividends or distributions are
paid in Shares, the Shares will be subject to the same restrictions on
transferability and forfeitability as the Shares of Restricted Stock with
respect to which they were paid.


7.8           Return of Restricted Stock to Company.  In accordance
with the Award Agreement, the Restricted Stock for which restrictions have not
lapsed will revert to the Company and again will become available for grant
under the Plan.


ARTICLE
8

UNRESTRICTED STOCK


Pursuant
to the terms of the applicable Award Agreement, a Service Provider may be
awarded (or sold at a discount) shares of Common Stock that are not subject to
a Period of Restriction, in consideration for past services rendered thereby to
the Company and any Affiliate or for other valid consideration.


ARTICLE
9

STOCK APPRECIATION RIGHTS


9.1           Grant of SARs.  Subject to the
terms and conditions of the Plan, SARs may be granted to Service Providers at
any time and from time to time as may be determined by the Administrator, in
its sole discretion.


9.2           Number of Shares.  The
Administrator will have sole discretion to determine the number of SARs granted
to any Service Provider.


9.3           Exercise Price and Other Terms.  The
Administrator, subject to the provisions of the Plan, will have sole discretion
to determine the terms and conditions of SARs granted under the Plan.


9.4           SAR Agreement.  Each SAR grant
will be evidenced by an Award Agreement that will specify the exercise price,
the term of the SAR, the conditions of exercise, and such other terms and
conditions as the Administrator, in its sole discretion, will determine.


9.5           Expiration of SARs.  A SAR granted
under the Plan will expire upon the date determined by the Administrator, in
its sole discretion, and as set forth in the Award Agreement. Notwithstanding
the foregoing, the rules of Sections 6.4(b), (c) and (d) will
also apply to SARs.



 17
 








9.6           Payment of SAR Amount.  Upon exercise
of a SAR, a Participant will be entitled to receive payment from the Company in
an amount determined by multiplying: (i) the difference between the Fair
Market Value of a Share on the date of exercise over the exercise price; times
(ii) the number of Shares with respect to which the SAR is exercised.  At the discretion of the Administrator, the
payment upon SAR exercise may be in cash, in Shares of equivalent value, other
securities, other Awards, other property or a combination of any of the
foregoing.


9.7           Buyout Provisions.  The
Administrator may at any time offer to buy out for a payment in cash or Shares
a SAR previously granted based on such terms and conditions as the
Administrator shall establish and communicate to the Participant at the time
that such offer is made.


ARTICLE
10

PERFORMANCE UNITS AND PERFORMANCE SHARES


10.1         Grant of Performance Units/Shares.  Subject to the
terms and conditions of the Plan, Performance Units and Performance Shares may
be granted to Service Providers at any time and from time to time, as will be
determined by the Administrator, in its sole discretion.  The Administrator will have complete
discretion in determining the number of Performance Units and Performance
Shares granted to each Participant.


10.2         Value of Performance Units/Shares.  Each Performance
Unit will have an initial value that is established by the Administrator on or
before the date of grant.  Each
Performance Share will have an initial value equal to the Fair Market Value of
a Share on the date of grant.


10.3         Performance Objectives and Other Terms.  The
Administrator will set performance objectives in its discretion which,
depending on the extent to which they are met, will determine the number or
value of Performance Units/Shares that will be paid out to the Service
Providers.  The time period during which
the performance objectives must be met will be called the “Performance
Period.”  Each Award of Performance
Units/Shares will be evidenced by an Award Agreement that will specify the
Performance Period, and such other terms and conditions as the Administrator,
in its sole discretion, will determine. 
The Administrator may set performance objectives based upon the
achievement of Company-wide, divisional, or individual goals, applicable federal
or state securities laws, or any other basis determined by the Administrator in
its discretion.


10.4         Earning of Performance Units/Shares.  After the
applicable Performance Period has ended, the holder of Performance Units/Shares
will be entitled to receive a payout of the number of Performance Units/Shares
earned by the Participant over the Performance Period, to be determined as a
function of the extent to which the corresponding performance objectives have
been achieved.  After the grant of a
Performance Unit/Share, the Administrator, in its sole discretion, may reduce
or waive any performance objectives for such Performance Unit/Share.


10.5         Form and Timing for Payment of Performance
Units/Shares.  Payment of earned Performance Units/Shares
will be made after the expiration of the applicable Performance 



 18
 








Period at the time determined by the Administrator.  The Administrator, in its sole discretion,
may pay earned Performance Units/Shares in the form of cash, in Shares (which
have an aggregate Fair Market Value equal to the value of the earned
Performance Units/Shares at the close of the applicable Performance Period) or
in a combination thereof.


10.6         Cancellation of Performance Units/Shares.  In accordance
with the Award Agreement, all unearned or unvested Performance Units/Shares
will be forfeited to the Company, and again will be available for grant under
the Plan.


ARTICLE
11

RESTRICTED STOCK UNITS


Restricted
Stock Units are Awards consisting of Restricted Stock, Performance Shares
and/or Performance Units that the Administrator, in its sole discretion permits
to be paid out in installments or on a deferred basis, in accordance with rules
and procedures established by the Administrator and in conformance with Code
§ 409A.


ARTICLE
12

OTHER STOCK BASED AWARDS


Other
Stock Based Awards may be granted either alone, in addition to, or in tandem
with, other Awards granted under the Plan and/or cash awards made outside of
the Plan. The Administrator shall have authority to determine the Service
Providers to whom and the time or times at which Other Stock Based Awards shall
be made, the amount of such Other Stock Based Awards, and all other conditions
of the Other Stock Based Awards including any dividend and/or voting rights.


ARTICLE
13

DISSOLUTION OR LIQUIDATION;

OR CHANGE IN CONTROL


13.1         Dissolution or Liquidation.  In the event
of the proposed dissolution or liquidation of the Company, the Administrator
will notify each Participant as soon as practicable prior to the effective date
of such proposed transaction. The Administrator in its discretion may provide
for a Participant to have the right to exercise his or her Award, to the extent
applicable, until 10 days prior to such transaction as to all of the Awarded
Stock covered thereby, including Shares as to which the Award would not
otherwise be exercisable. In addition, the Administrator may provide that any
Company repurchase option or forfeiture rights applicable to any Award shall
lapse 100%, and that any Award vesting shall accelerate 100%, provided the
proposed dissolution or liquidation takes place at the time and in the manner
contemplated. To the extent it has not been previously exercised or vested, an
Award will terminate immediately prior to the consummation of such proposed
action.


13.2         Change in Control.


(a)           Options and SARs.  In the event of a Change in Control, all
outstanding Options and SARS shall immediately become one hundred percent
(100%) vested and



 19
 








shall remain exercisable in accordance with their terms and subject to
the terms of this Plan, provided that in the event that a Change in Control of
the type specified in Section 2.9(a) occurs, should the surviving entity not
assume any of the Options or SARs, the Administrator shall notify all
Participants that their outstanding Options and SARS (including both those the
surviving entity has agreed to assume and those it has not agreed to assume)
shall be fully exercisable for a period of three (3) months (or such other
period of time not exceeding six (6) months as is determined by the
Administrator at the time of grant) from the date of such notice, and any
unexercised Options or SARS shall terminate upon the expiration of such period.


(b)           Restricted Stock, Unrestricted Stock, and Performance
Shares.  In the event of a
Change in Control, each outstanding Award of Restricted Stock, Unrestricted
Stock, and Performance Shares shall become one hundred percent (100%) vested
regardless of the otherwise applicable terms of vesting.


(c)           Performance Units, Other Stock Based Awards and
Restricted Stock Units.  In
the event of a Change in Control, each outstanding Award of Performance Units,
Other Stock Based Awards and Restricted Stock Units shall be assumed by, or an
equivalent award of Performance Units, Other Stock Based Awards and Restricted
Stock Units substituted by, the surviving entity or an Affiliate thereof,
except to the extent the surviving entity refuses.  With respect to such Awards granted to an
Outside Director that are assumed or substituted for, if immediately prior to
or after the Change in Control the Participant’s status as a Director or a
director of the surviving entity, as applicable, is terminated other than upon
a voluntary resignation by the Participant, then the Participant shall fully
vest in such Awards, including Shares as to which the Awards would not
otherwise be vested.  Unless determined
otherwise by the Administrator, in the event that the surviving entity refuses
to assume or substitute for the Award of Performance Units, Other Stock Based
Awards or Restricted Stock Units, then the Participant shall fully vest in such
Award including as to Shares which would not otherwise be vested.  For the purposes of this paragraph, an Award
of Performance Units, Other Stock Based Awards or Restricted Stock Units shall
be considered assumed if following the Change in Control, the Award confers the
right to purchase or receive, for each Share subject to the Award immediately
prior to the Change in Control, the consideration (whether stock, cash, or
other securities or property) received in the Change in Control by holders of
Common Stock for each Share held on the effective date of the transaction (and
if holders were offered a choice of consideration, the type of consideration
chosen by the holders of a majority of the outstanding Shares); provided,
however, that if such consideration received in the Change in Control is not
solely common stock of the surviving entity or its Affiliate, the Administrator
may, with the consent of the surviving entity, provide for the consideration to
be received, for each Share and each unit/right to acquire a Share subject to
the Award, to be solely common stock of the surviving entity or its Affiliate
equal in fair market value to the per share consideration received by holders
of Common Stock in the Change in Control. 
Notwithstanding anything herein to the contrary, an Award that vests, is
earned or paid-out upon the satisfaction of one or more performance goals will
not be considered assumed if the Company or its successor modifies any of such
performance goals without the Participant’s consent; provided, however, a 



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modification to such performance goals only to reflect the surviving
entity’s post-Change in Control corporate structure will not be deemed to
invalidate an otherwise valid Award assumption. 
Notwithstanding anything in this subsection (c) to the contrary, an
Award may by its terms accelerate or have other or additional provisions
inconsistent with this subsection (c) that are applicable in the event of a
Change in Control, which shall govern such Award and override the provisions of
this subsection (c) to the extent of any inconsistency.


ARTICLE
14

MISCELLANEOUS PROVISIONS


14.1         No Uniform Rights to Awards.  The Company
has no obligation to uniformly treat Participants or holders or beneficiaries
of Awards.  The terms and conditions of Awards
and the Administrator’s determinations and interpretations with respect thereto
need not be the same with respect to each Participant and may be made
selectively among Participants, whether or not such Participants are similarly
situated.


14.2         Share Certificates.  All
certificates for Shares or other securities of the Company or Affiliate
delivered under the Plan pursuant to any Award or the exercise thereof shall be
subject to such stop transfer orders and other restrictions as the
Administrator may deem advisable under the Plan, the applicable Award Agreement
or the rules, regulations and other requirements of the SEC, the NYSE or any
other stock exchange or quotation system upon which such Shares or other
securities are then listed or reported and any applicable Federal or state
laws, and the Administrator may cause a legend or legends to be put on any such
certificates to make appropriate reference to such restrictions.


14.3         No Rights as a Service Provider.  Neither the
Plan nor any Award shall confer upon a Participant any right with respect to
continuing his or her relationship as a Service Provider, nor shall they
interfere in any way with the right of the Participant or the right of the
Company or its Affiliate to terminate such relationship at any time, with or
without cause.


14.4         No Rights as Shareholder.  No Participant
or holder or beneficiary of any Award shall have any rights as a shareholder
with respect to any Shares to be distributed under the Plan until he or she has
become the holder of such Shares.  In
connection with each grant of Restricted Stock, except as provided in the
applicable Award Agreement, the Participant shall not be entitled to the rights
of a shareholder in respect of such Restricted Shares.  Except as otherwise provided in
Section 4.3 or the applicable Award Agreement, no adjustments shall be
made for dividends or distributions on (whether ordinary or extraordinary, and
whether in cash, Shares, other securities or other property), or other events
relating to, Shares subject to an Award for which the record date is prior to
the date such Shares are delivered.


14.5         No Trust or Fund Created.  Neither the
Plan nor any Award shall create or be construed to create a trust or separate
fund of any kind or a fiduciary relationship between the Company or Affiliate,
on one hand, and a Participant or any other person, on the other.  To the extent that any person acquires a
right to receive payments from the Company or Affiliate 



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pursuant to an Award, such right shall be no greater than the right of
any unsecured general creditor of the Company or Affiliate.


14.6         No Fractional Shares.  No fractional
Shares shall be issued or delivered pursuant to the Plan or any Award, and the
Administrator shall determine whether cash, other securities or other property
shall be paid or transferred in lieu of any fractional Shares or whether such
fractional Shares or any rights thereto shall be cancelled, terminated or
otherwise eliminated.


14.7         Requirement of Consent and Notification of
Election Under Code § 83(b) or Similar Provision.  No election
under Code § 83(b) (to include in gross income in the year of
transfer the amounts specified in Code § 83(b)) or under a similar
provision of law may be made unless expressly permitted by the terms of the applicable
Award Agreement or by action of the Administrator in writing prior to the
making of such election.  If an Award
recipient, in connection with the acquisition of Shares under the Plan or
otherwise, is expressly permitted under the terms of the applicable Award
Agreement or by such Administrator action to make such an election and the
Participant makes the election, the Participant shall notify the Administrator
of such election within 10 days of filing notice of the election with the IRS
or other governmental authority, in addition to any filing and notification
required pursuant to regulations issued under Code § 83(b) or other
applicable provision.


14.8         Requirement of Notification Upon Disqualifying
Disposition Under Code § 421(b).  If any
Participant shall make any disposition of Shares delivered pursuant to the
exercise of an Incentive Stock Option under the circumstances described in Code
§ 421(b) (relating to certain disqualifying dispositions) or any
successor provision of the Code, such Participant shall notify the Company of
such disposition within 10 days of such disposition.


14.9         Leaves of Absence.  Unless the
Administrator provides otherwise, vesting of Awards granted hereunder will be
suspended during any unpaid leave of absence and will resume on the date the
Participant returns to work on a regular schedule as determined by the Company;
provided, however, that no vesting credit will be awarded for the time vesting
has been suspended during such leave of absence.  A Service Provider will not cease to be an
Employee in the case of (i) any leave of absence approved by the Company
or (ii) transfers between locations of the Company or between the Company
or its Affiliate.  For purposes of Incentive
Stock Options, no such leave may exceed 3 months, unless reemployment upon
expiration of such leave is guaranteed by statute or contract.  If reemployment upon expiration of a leave of
absence approved by the Company is not so guaranteed, then 6 months from the first
day of such leave any Incentive Stock Option held by the Participant will cease
to be treated as an Incentive Stock Option and will be treated for tax purposes
as a Non-Qualified Stock Option.


14.10       Notices.  Any written notice to the Company required by
any provisions of the Plan shall be addressed to the Secretary of the Company
at the principal place of business of the Company and shall be effective when
received.


14.11       Non-Transferability of Awards.  Other than
pursuant to a domestic relations order (within the meaning of Rule 16a-12 promulgated
under the Exchange Act) and unless determined otherwise by the Administrator,
an Award may not be sold, pledged, assigned, 



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hypothecated, transferred, or disposed of in any manner other than by
will or by the laws of descent or distribution, and may be exercised, during
the lifetime of the Participant, only by the Participant. If the Administrator
makes an Award transferable, such Award will contain such additional terms and
conditions as the Administrator deems appropriate.


14.12       Date of Grant.  The date of
grant of an Award will be, for all purposes, the date on which the
Administrator makes the determination granting such Award, or such other later
date as is determined by the Administrator. Notice of the determination will be
provided to each Participant within a reasonable time after the date of such
grant.


14.13       Amendment and Termination of Plan.


(a)           Amendment and
Termination.  The Board may at any time amend, alter,
suspend or terminate the Plan.  Unless
sooner terminated, this Plan shall terminate on April 5, 2017, the date that is
10 years from the date the Plan was originally adopted by the Board or approved
by the shareholders of the Company, whichever was earlier.


(b)           Shareholder Approval. 
The Company will obtain shareholder approval of any Plan
amendment to the extent necessary and desirable to comply with Applicable Laws.


(c)           Effect of Amendment or Termination.  Subject to Section 14.15 of
the Plan, no amendment, alteration, suspension or termination of the Plan will
impair the rights of any Participant, unless mutually agreed upon between the
Participant and the Administrator, which agreement must be in writing and
signed by the Participant and the Company. Termination of the Plan will not
affect the Administrator’s ability to exercise the powers granted to it
hereunder with respect to Awards granted under the Plan prior to the date of
such termination.


14.14       Conditions Upon Issuance of Shares.


(a)           Legal Compliance. 
Shares will not be issued pursuant to the exercise of an
Award unless the exercise of such Award and the issuance and delivery of such
Shares will comply with Applicable Laws and will be further subject to the
approval of counsel for the Company with respect to such compliance.


(b)           Investment Representations.  As a condition to the exercise or
receipt of an Award, the Company may require the person exercising or receiving
such Award to represent and warrant at the time of any such exercise or receipt
that the Shares are being purchased only for investment and without any present
intention to sell or distribute such Shares if, in the opinion of counsel for
the Company, such a representation is required.


14.15       Severability. 
Notwithstanding any contrary provision of the Plan or an Award to the
contrary, if any one or more of the provisions (or any part thereof) of this
Plan or the Awards shall be held invalid, illegal or unenforceable in any
respect, such provision shall be modified so as to make it valid, legal and
enforceable, and the validity, legality and enforceability of the 



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remaining provisions (or any part thereof) of the Plan or Award, as
applicable, shall not in any way be affected or impaired thereby.


14.16       Inability to Obtain Authority.  The inability
of the Company to obtain authority from any regulatory body having
jurisdiction, which authority is deemed by the Company’s counsel to be
necessary to the lawful issuance and sale of any Shares hereunder, will relieve
the Company of any liability in respect of the failure to issue or sell such
Shares as to which such requisite authority will not have been obtained.


14.17       Shareholder Approval.  The Plan will
be subject to approval by the shareholders of the Company within 12 months
after the date the Plan is adopted by the Board.  Such shareholder approval will be obtained in
the manner and to the degree required under Applicable Laws, and is effective
as of the Effective Date.


14.18       Governing Law.  The validity,
construction and effect of the Plan and any rules and regulations relating to
the Plan and any Award Agreement shall be determined in accordance with the
laws of the State of California, without giving effect to the conflict of laws
provisions thereof.


Adopted
by the Board of Directors: April 5, 2007


Approved
by the Shareholders:                                      ,
2007



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