Exhibit 10.2

                               LIMCO PIEDMONT INC.
                        2007 INCENTIVE COMPENSATION PLAN

Limco Piedmont Inc., a Delaware corporation (the "Company"), has adopted the
Limco Piedmont Inc. 2007 Incentive Compensation Plan (the "Plan") for the
benefit of non-employee directors of the Company, officers and eligible
employees and consultants of the Company and any Subsidiaries and Affiliates (as
each term is defined below), as follows:

                                   ARTICLE I.
                      ESTABLISHMENT; PURPOSES; AND DURATION

1.1      ESTABLISHMENT OF THE PLAN. The Company hereby establishes this
incentive compensation plan to be known as the "Limco Piedmont Inc. 2007
Incentive Compensation Plan," as set forth in this document. The Plan permits
the grant of Stock Options and Stock Appreciation Rights. The Plan was adopted
by the Board of Directors (as defined below) on March 26, 2007. The Plan shall
become effective immediately prior to the effective date of the initial public
offering of the Company pursuant to a registration statement under the
Securities Act (the "Effective Date"), provided that the Plan is approved by the
holders of a majority of the outstanding shares of the Company which are present
and voted at a meeting. If the Company's initial public offering does not occur
prior to October 30, 2007, the Plan shall not become effective, and shall
terminate immediately, and any Awards previously granted shall thereupon be
automatically canceled and deemed to have been null and void ab initio. The Plan
shall remain in effect as provided in Section 1.3.

1.2.     PURPOSES OF THE PLAN. The purposes of the Plan are to provide
additional incentives to non-employee directors of the Company and to those
officers, employees and consultants of the Company, its Subsidiaries and
Affiliates whose substantial contributions are essential to the continued growth
and success of the business of the Company and the Subsidiaries and Affiliates,
in order to strengthen their commitment to the Company and the Subsidiaries and
Affiliates, and to attract and retain competent and dedicated individuals whose
efforts will result in the long-term growth and profitability of the Company and
to further align the interests of such non-employee directors, officers,
employees and consultants with the interests of the shareholders of the Company.
To accomplish such purposes, the Plan provides that the Company may grant Stock
Options and Stock Appreciation Rights.

1.3      DURATION OF THE PLAN. The Plan shall commence on the Effective Date, as
described in Section 1.1, and shall remain in effect, subject to the right of
the Board of Directors to amend or terminate the plan at any time pursuant to
Article XV, until all Shares subject to it shall have been delivered, and any
restrictions on such shares have lapsed, pursuant to the Plan's provisions.
However, in no event may an Award be granted under the Plan on or after the date
ten years from the Effective Date.

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                                   ARTICLE II
                                  DEFINITIONS

Whenever used in the Plan, the following terms shall have the meanings set forth
below, and when the meaning is intended, the initial letter of the word shall be
capitalized:

2.1.     "AFFILIATE" means any entity other than the Company and any Subsidiary
that is affiliated with the Company through stock or equity ownership or
otherwise and is designated as an Affiliate for purposes of the Plan by the
Committee; provided, however, that, notwithstanding any other provisions of the
Plan to the contrary, for purposes of NQSOs and SARs, if an individual who
otherwise qualifies as an Employee or Non-Employee Director provides services to
such an entity and not to the Company or a Subsidiary, such entity may only be
designated an Affiliate if the Company qualifies as a "service recipient,"
within the meaning of Code Section 409A, with respect to such individual;
provided further that such definition of "service recipient" shall be determined
by (i) applying Code Section 1563(a)(1), (2) and (3), for purposes of
determining a controlled group of corporations under Code Section 414(b), using
the language "at least 50 percent" instead of "at least 80 percent" each place
it appears in Code Section 1563(a)(1), (2) and (3), and by applying Treasury
Regulations Section 1.414(c)-2, for purposes of determining trades or businesses
(whether or not incorporated) that are under common control for purposes of Code
Section 414(c), using the language "at least 50 percent" instead of "at least 80
percent" each place it appears in Treasury Regulations Section 1.414(c)-2, and
(ii) where the use of Shares with respect to the grant of an Option or SAR to
such an individual is based upon legitimate business criteria, by applying Code
Section 1563(a)(1), (2) and (3), for purposes of determining a controlled group
of corporations under Code Section 414(b), using the language "at least 20
percent" instead of "at least 80 percent" at each place it appears in Code
Section 1563(a)(1), (2) and (3), and by applying Treasury Regulations Section
1.414(c)-2, for purposes of determining trades or businesses (whether or not
incorporated) that are under common control for purposes of Code Section 414(c),
using the language "at least 20 percent" instead of "at least 80 percent" at
each place it appears in Treasury Regulations Section 1.414(c)-2. This
definition shall have no effect on the definition of Affiliate used with respect
to the definition of Change of Control.

2.2.     "ASSUMED" means that pursuant to a transaction resulting in a Change of
Control, either (a) the Award is expressly affirmed by the Company or (b) the
contractual obligations represented by the Award are expressly assumed (and not
simply by operation of law) by the surviving or successor corporation or entity
to the Company, or any parent or subsidiary of either thereof, or any other
corporation or entity that is a party to the transaction resulting in the Change
of Control, in connection with such Change of Control, with appropriate
adjustments to the number and kind of securities of such surviving or successor
corporation or entity, or such other applicable parent, subsidiary, corporation
or entity, subject to the Award and the exercise or purchase price thereof,
which preserves the compensation element of the Award existing at the time of
such Change of Control transaction, and provides for subsequent payout in
accordance with the same (or more favorable) payment and vesting schedule
applicable to such Award, as determined in accordance with the instruments
evidencing the agreement to assume the

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Award. The determination of Award comparability for this purpose shall be made
by the Committee, and its determination shall be final, binding and conclusive.

2.3.     "AWARD" means, individually or collectively, a grant under the Plan of
Stock Options or Stock Appreciation Rights.

2.4.     "AWARD AGREEMENT" means either:

         (a) a written agreement entered into by the Company and a Participant
         setting forth the terms and provisions applicable to an Award granted
         under the Plan, or

         (b) a written or electronic statement issued by the Company to a
         Participant describing the terms and provisions of such Award,
         including any amendment or modification thereof.

         The Committee may provide for the use of electronic, internet or other
non-paper Award Agreements, and the use of electronic, internet or other
non-paper means for the acceptance thereof and actions thereunder by a
Participant.

2.5.     "BENEFICIAL OWNERSHIP" (including correlative terms) shall have the
meaning given such term in Rule 13d-3 promulgated under the Exchange Act.

2.6.     "BOARD" or "BOARD OF DIRECTORS" means the Board of Directors of the
Company.

2.7.     "CAUSE" shall have the definition given such term in a Participant's
Award Agreement, or in the absence of any such definition, as determined in good
faith by the Committee.

2.8.     "CHANGE OF CONTROL" means the occurrence of any of the following:

         (a)      an acquisition in one transaction or a series of related
transactions (other than directly from the Company or pursuant to Awards granted
under the Plan or compensatory options or other similar awards granted by the
Company) by any Person of any Voting Securities of the Company, immediately
after which such Person has Beneficial Ownership of fifty percent (50%) or more
of the combined voting power of the Company's then outstanding Voting
Securities; provided, however, that in determining whether a Change of Control
has occurred pursuant to this Section 2.9(a), Voting Securities of the Company
which are acquired in a Non-Control Acquisition shall not constitute an
acquisition that would cause a Change of Control; or

         (b)      the consummation of any merger, consolidation,
recapitalization or reorganization involving the Company unless:

                  (i)      the shareholders of the Company, immediately before
         such merger, consolidation, recapitalization or reorganization, own,
         directly or indirectly, immediately following such merger,
         consolidation, recapitalization or

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         reorganization, more than fifty percent (50%) of the combined voting
         power of the outstanding Voting Securities of the corporation resulting
         from such merger or consolidation or reorganization (the "Company
         Surviving Corporation") in substantially the same proportion as their
         ownership of the Voting Securities of the Company immediately before
         such merger, consolidation, recapitalization or reorganization; and

                  (ii)     the individuals who were members of the Board
         immediately prior to the execution of the agreement providing for such
         merger, consolidation, recapitalization or reorganization constitute at
         least a majority of the members of the board of directors of the
         Company Surviving Corporation, or a corporation Beneficially Owning,
         directly or indirectly, a majority of the voting securities of the
         Company Surviving Corporation, and

                  (iii)    no Person, other than (A) the Company, (B) any
         Related Entity, (C) any employee benefit plan (or any trust forming a
         part thereof) that, immediately prior to such merger, consolidation,
         recapitalization or reorganization, was maintained by the Company, the
         Company Surviving Corporation, or any Related Entity or (D) any Person
         who, together with its Affiliates, immediately prior to such merger,
         consolidation, recapitalization or reorganization had Beneficial
         Ownership of fifty percent (50%) or more of the then outstanding Voting
         Securities of the Company, owns, together with its Affiliates,
         Beneficial Ownership of fifty percent (50%) or more of the combined
         voting power of the Company Surviving Corporation's then outstanding
         Voting Securities (a transaction described in clauses (d)(i) through
         (d)(iii) above is referred to herein as a "Non-Control Transaction");
         or

         (c)      any sale, lease, exchange, transfer or other disposition (in
one transaction or a series of related transactions) of all or substantially all
of the assets or business of the Company to any Person (other than (A) a
transfer or distribution to a Related Entity, or (B) a transfer or distribution
to the Company's shareholders of the stock of a Related Entity or any other
assets).

         Notwithstanding the foregoing, a Change of Control shall not be deemed
to occur solely because any Person (the "Subject Person") acquired Beneficial
Ownership of fifty percent (50%) or more of the combined voting power of the
then outstanding Voting Securities of the Company as a result of the acquisition
of Voting Securities of the Company by the Company which, by reducing the number
of Voting Securities of the Company then outstanding, increases the proportional
number of shares Beneficially Owned by the Subject Persons, provided that if a
Change of Control would occur (but for the operation of this sentence) as a
result of the acquisition of Voting Securities by the Company and (1) before
such share acquisition by the Company the Subject Person becomes the Beneficial
Owner of any new or additional Voting Securities of the Company in a related
transaction or (2) after such share acquisition by the Company the Subject
Person becomes the Beneficial Owner of any new or additional Voting Securities
of the Company which in either case increases the percentage of the then
outstanding

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Voting Securities of the Company Beneficially Owned by the Subject Person, then
a Change of Control shall be deemed to occur.

         Solely for purposes of this Section 2.8, (1) "Affiliate" shall mean,
with respect to any Person, any other Person that, directly or indirectly,
controls, is controlled by, or is under common control with, such Person, and
(2) "control" (including with correlative meanings, the terms "controlling,"
"controlled by" and "under common control with"), as applied to any Person,
means the possession, directly or indirectly, of the power to direct or cause
the direction of the management and policies of that Person, whether through the
ownership of voting securities or by contract or otherwise. Any Relative (for
this purpose, "Relative" means a spouse, child, parent, parent of spouse,
sibling or grandchild) of an individual shall be deemed to be an Affiliate of
such individual for this purpose. None of the Company or any Person controlled
by the Company shall be deemed to be an Affiliate of any holder of Shares.

2.9.     "CODE" means the Internal Revenue Code of 1986, as it may be amended
from time to time, including rules and regulations promulgated thereunder and
successor provisions and rules and regulations thereto.

2.10.    "COMMITTEE" means the Compensation Committee of the Board of Directors
or a subcommittee thereof, or such other committee designated by the Board to
administer the Plan.

2.11.    "COMPANY SURVIVING CORPORATION" has the meaning provided in Section
2.8(b)(i).

2.12.    "CONSULTANT" means an independent contractor who performs services for
the Company or a Subsidiary or Affiliate in a capacity other than as an Employee
or Director.

2.13.    "DIRECTOR" means any individual who is a member of the Board of
Directors of the Company.

2.14.    "EFFECTIVE DATE" shall have the meaning ascribed to such term in
Section 1.1.

2.15.    "EMPLOYEE" means any person designated as an employee of the Company, a
Subsidiary and/or an Affiliate on the payroll records thereof. An Employee shall
not include any individual during any period he or she is classified or treated
by the Company, a Subsidiary or an Affiliate as an independent contractor, a
consultant, or any employee of an employment, consulting, or temporary agency or
any other entity other than the Company, a Subsidiary and/or an Affiliate
without regard to whether such individual is subsequently determined to have
been, or is subsequently retroactively reclassified as a common-law employee of
the Company, a Subsidiary and/or an Affiliate during such period. As further
provided in Section 15.4, for purposes of the Plan, upon approval by the
Committee, the term Employee may also include Employees whose employment with
the Company, a Subsidiary or an Affiliate has been terminated subsequent to
being granted an Award under the Plan. For the avoidance of doubt, a

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Director who would otherwise be an "Employee" within the meaning of this Section
2.15 shall be considered an Employee for purposes of the Plan.

2.16.    "EXCHANGE ACT" means the Securities Exchange Act of 1934, as it may be
amended from time to time, including the rules and regulations promulgated
thereunder and successor provisions and rules and regulations thereto.

2.17.    "FAIR MARKET VALUE" means the fair market value of the Shares as
determined by the Committee by the reasonable application of a reasonable
valuation method, consistently applied, as the Committee deems appropriate;
provided, however, that such fair market value shall be determined subject to
Section 422(c)(7) of the Code; provided further, however, that if the Shares are
readily tradable on an established securities market, Fair Market Value on any
date shall be the last sale price reported for the Shares on such market on such
date or, if no sale is reported on such date, on the last date preceding such
date on which a sale was reported. In each case, the Committee shall determine
Fair Market Value in a manner that satisfies the applicable requirements of Code
Section 409A.

2.18.    "FISCAL YEAR" means the calendar year, or such other consecutive
twelve-month period as the Committee may select.

2.19.    "FREESTANDING SAR" means an SAR that is granted independently of any
Options, as described in Article VII.

2.20.    "GOOD REASON" shall have the definition given such term in a
Participant's Award Agreement, or in the absence of any such definition, as
determined in good faith by the Committee.

2.21.    "GRANT PRICE" means the price established at the time of grant of an
SAR pursuant to Article VII, used to determine whether there is any payment due
upon exercise of the SAR.

2.22.    "INCENTIVE STOCK OPTION" or "ISO" means a right to purchase Shares
under the Plan in accordance with the terms and conditions set forth in Article
VI of the Plan and which is designated as an Incentive Stock Option and which is
intended to meet the requirements of Section 422 of the Code.

2.23.    "INSIDER" means an individual who is, on the relevant date, an officer,
director or ten percent (10%) Beneficial Owner of any class of the Company's
equity securities that is registered pursuant to Section 12 of the Exchange Act,
as determined by the Committee in accordance with Section 16 of the Exchange
Act.

2.24.    "NON-CONTROL ACQUISITION" means an acquisition (whether by merger,
stock purchase, asset purchase or otherwise) by (a) an employee benefit plan (or
a trust forming a part thereof) maintained by (i) the Company or (ii) any
corporation or other Person of which fifty percent (50%) or more of its total
value or total voting power of its Voting

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Securities or equity interests is owned, directly or indirectly, by the Company
(a "Related Entity"); (b) the Company or any Related Entity; (c) any Person in
connection with a Non-Control Transaction; or (d) any Person that owns, together
with its Affiliates, Beneficial Ownership of fifty percent (50%) or more of the
outstanding Voting Securities of the Company on the Effective Date.

2.25.    "NON-CONTROL TRANSACTION" shall have the meaning provided in Section
2.9(b).

2.26.    "NON-EMPLOYEE DIRECTOR" means a Director who is not an Employee.

2.27.    "NONQUALIFIED STOCK OPTION" or "NQSO" means a right to purchase Shares
under the Plan in accordance with the terms and conditions set forth in Article
VI of the Plan and which is not intended to meet the requirements of Section 422
of the Code or otherwise does not meet such requirements.

2.28.    "NOTICE" means notice provided by a Participant to the Company in a
manner prescribed by the Committee.

2.29.    "OPTION" or "STOCK OPTION" means a Stock Option, as described in
Article VI.

2.30.    "OPTION PRICE" means the price at which a Share may be purchased by a
Participant pursuant to an Option.

2.31.    "PARTICIPANT" means any eligible individual as set forth in Article V
who holds one or more outstanding Awards.

2.32.    "PERSON" means "person" as such term is used for purposes of Section
13(d) or 14(d) of the Exchange Act, including any individual, corporation,
limited liability company, partnership, trust, unincorporated organization,
government or any agency or political subdivision thereof, or any other entity
or any group of persons.

2.33.    "QUALIFIED CHANGE OF CONTROL" means a Change of Control that qualifies
as a change in the ownership or effective control of the Company, or in the
ownership of a substantial portion of the assets of the Company, within the
meaning of Section 409A(a)(2)(A)(v) of the Code.

2.34.    "REPLACED" means that pursuant to a transaction resulting in a Change
of Control, the Award is replaced with a comparable stock award or a cash
incentive program by the Company, the surviving or successor corporation or
entity to the Company, or any parent or subsidiary of either thereof, or any
other corporation or entity that is a party to the transaction resulting in the
Change of Control, in connection with such Change of Control, which preserves
the compensation element of the Award existing at the time of such Change of
Control transaction, and provides for subsequent payout in accordance with the
same (or more favorable) payment and vesting schedule applicable to such Award,
as determined in accordance with the instruments evidencing the agreement to

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assume the Award. The determination of Award comparability for this purpose
shall be made by the Committee, and its determination shall be final, binding
and conclusive.

2.35.    "RULE 16B-3" means Rule 16b-3 under the Exchange Act, or any successor
rule, as the same may be amended from time to time.

2.36.    "SECURITIES ACT" means the Securities Act of 1933, as it may be amended
from time to time, including the rules and regulations promulgated thereunder
and successor provisions and rules and regulations thereto.

2.37.    "SEPARATION FROM SERVICE" means a Termination that qualifies as a
separation from service within the meaning of Code Section 409A(a)(2)(A)(i).

2.38.    "SHARE" means a share of Common Stock, par value $0.01 per share, of
the Company (including any new, additional or different stock or securities
resulting from any change in corporate capitalization as listed in Section 4.2).

2.39.    "STOCK APPRECIATION RIGHT" or "SAR" means an Award, granted alone (a
"Freestanding SAR") or in connection with a related Option (a "Tandem SAR"),
designated as an SAR, pursuant to the terms of Article VII.

2.40.    "SUBJECT PERSON" has the meaning provided in Section 2.8.

2.41.    "SUBSIDIARY" means any present or future corporation which is or would
be a "subsidiary corporation" of the Company as the term is defined in Section
424(f) of the Code.

2.42.    "SUBSTITUTE AWARDS" means Awards granted or Shares issued by the
Company in assumption of, or in substitution or exchange for, options or other
awards previously granted, or the right or obligation to grant future options or
other awards, by a company acquired by the Company, a Subsidiary and/or an
Affiliate or with which the Company, a Subsidiary and/or an Affiliate combines,
or otherwise in connection with any merger, consolidation, acquisition of
property or stock, or reorganization involving the Company, a Subsidiary or an
Affiliate.

2.43.    "TANDEM SAR" means an SAR that is granted in connection with a related
Option pursuant to Article VII.

2.44.    "TERMINATION" means the time when a Participant ceases the performance
of services for the Company, any Affiliate or Subsidiary, as applicable, for any
reason, with or without Cause, including a Termination by resignation,
discharge, death, Disability or Retirement, but excluding (a) a Termination
where there is a simultaneous reemployment (or commencement of service) or
continuing employment (or service) of a Participant by the Company, Affiliate or
any Subsidiary, (b) at the discretion of the Committee, a Termination that
results in a temporary severance, and (c) at the discretion of the

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Committee, a Termination of an Employee that is immediately followed by the
Participant's service as a Non-Employee Director.

2.45.    "VOTING SECURITIES" shall mean, with respect to any Person that is a
corporation, all outstanding voting securities of such Person entitled to vote
generally in the election of the board of directors of such Person.

                                  ARTICLE III.
                                 ADMINISTRATION

3.1.     GENERAL. The Committee shall have exclusive authority to operate,
manage and administer the Plan in accordance with its terms and conditions.
Notwithstanding the foregoing, in its absolute discretion, the Board may at any
time and from time to time exercise any and all rights, duties and
responsibilities of the Committee under the Plan, including establishing
procedures to be followed by the Committee, but excluding matters which under
any applicable law, regulation or rule, including any exemptive rule under
Section 16 of the Exchange Act (including Rule 16b-3), are required to be
determined in the sole discretion of the Committee. If and to the extent that
the Committee does not exist or cannot function, the Board may take any action
under the Plan that would otherwise be the responsibility of the Committee,
subject to the limitations set forth in the immediately preceding sentence.

3.2.     COMMITTEE. The members of the Committee shall be appointed from time to
time by, and shall serve at the discretion of, the Board of Directors.

3.3.     AUTHORITY OF THE COMMITTEE. The Committee shall have full discretionary
authority to grant or, when so restricted by applicable law, recommend the Board
to grant, pursuant to the terms of the Plan, Awards to those individuals who are
eligible to receive Awards under the Plan. Except as limited by law or by the
Articles of Association of the Company, and subject to the provisions herein,
the Committee shall have full power, in accordance with the other terms and
provisions of the Plan, to:

         (a)      select Employees, Non-Employee Directors and Consultants who
         may receive Awards under the Plan and become Participants;

         (b)      determine eligibility for participation in the Plan and decide
         all questions concerning eligibility for, and the amount of, Awards
         under the Plan;

         (c)      determine the sizes and types of Awards;

         (d)      determine the terms and conditions of Awards, including the
         Option Prices of Options and the Grant Prices of SARs;

         (e)      grant Substitute Awards on such terms and conditions as the
         Committee may prescribe;

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         (f)      make all determinations under the Plan concerning Termination
         of any Participant's employment or service with the Company or a
         Subsidiary or Affiliate, including whether such Termination occurs by
         reason of Cause, Good Reason, disability, retirement or in connection
         with a Change of Control and whether a leave constitutes a Termination;

         (g)      construe and interpret the Plan and any agreement or
         instrument entered into under the Plan, including any Award Agreement;

         (h)      establish and administer any terms, conditions, restrictions,
         limitations, forfeiture, vesting or exercise schedule, and other
         provisions of or relating to any Award;

         (i)      establish and administer any performance goals in connection
         with any Awards, including performance criteria and applicable
         Performance Periods, determine the extent to which any performance
         goals and/or other terms and conditions of an Award are attained or are
         not attained;

         (j)      construe any ambiguous provisions, correct any defects, supply
         any omissions and reconcile any inconsistencies in the Plan and/or any
         Award Agreement or any other instrument relating to any Awards;

         (k)      establish, adopt, amend, waive and/or rescind rules,
         regulations, procedures, guidelines, forms and/or instruments for the
         Plan's operation or administration;

         (l)      make all valuation determinations relating to Awards and the
         payment or settlement thereof;

         (m)      grant waivers of terms, conditions, restrictions and
         limitations under the Plan or applicable to any Award, or accelerate
         the vesting or exercisability of any Award;

         (n)      subject to the provisions of Article XI, amend or adjust the
         terms and conditions of any outstanding Award and/or adjust the number
         and/or class of shares of stock subject to any outstanding Award;

         (o)      at any time and from time to time after the granting of an
         Award, specify such additional terms, conditions and restrictions with
         respect to such Award as may be deemed necessary or appropriate to
         ensure compliance with any and all applicable laws or rules, including
         terms, restrictions and conditions for compliance with applicable
         securities laws or listing rules, methods of withholding or providing
         for the payment of required taxes and restrictions regarding a
         Participant's ability to exercise Options through a cashless
         (broker-assisted) exercise;

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         (p)      offer to buy out an Award previously granted, based on such
         terms and conditions as the Committee shall establish with and
         communicate to the Participant at the time such offer is made;

         (q)      determine whether, and to what extent and under what
         circumstances Awards may be settled in cash, Shares or other property
         or canceled or suspended; and

         (r)      exercise all such other authorities, take all such other
         actions and make all such other determinations as it deems necessary or
         advisable for the proper operation and/or administration of the Plan.

3.4.     AWARD AGREEMENTS. The Committee shall, subject to applicable laws and
rules, determine the date an Award is granted. Each Award shall be evidenced by
an Award Agreement; however, two or more Awards granted to a single Participant
may be combined in a single Award Agreement. An Award Agreement shall not be a
precondition to the granting of an Award; provided, however, that (a) the
Committee may, but need not, require as a condition to any Award Agreement's
effectiveness, that such Award Agreement be executed on behalf of the Company
and/or by the Participant to whom the Award evidenced thereby shall have been
granted (including by electronic signature or other electronic indication of
acceptance), and such executed Award Agreement be delivered to the Company, and
(b) no person shall have any rights under any Award unless and until the
Participant to whom such Award shall have been granted has complied with the
applicable terms and conditions of the Award. The Committee shall prescribe the
form of all Award Agreements, and, subject to the terms and conditions of the
Plan, shall determine the content of all Award Agreements. Any Award Agreement
may be supplemented or amended in writing from time to time as approved by the
Committee; provided that the terms and conditions of any such Award Agreement as
supplemented or amended are not inconsistent with the provisions of the Plan. In
the event of any dispute or discrepancy concerning the terms of an Award, the
records of the Committee or its designee shall be determinative.

3.5.     DISCRETIONARY AUTHORITY; DECISIONS BINDING. The Committee shall have
full discretionary authority in all matters related to the discharge of its
responsibilities and the exercise of its authority under the Plan. All
determinations, decisions, actions and interpretations by the Committee with
respect to the Plan and any Award Agreement, and all related orders and
resolutions of the Committee shall be final, conclusive and binding on all
Participants, the Company and its shareholders, any Subsidiary or Affiliate and
all persons having or claiming to have any right or interest in or under the
Plan and/or any Award Agreement. The Committee shall consider such factors as it
deems relevant to making or taking such decisions, determinations, actions and
interpretations, including the recommendations or advice of any Director or
officer or employee of the Company, any director, officer or employee of a
Subsidiary or Affiliate and such attorneys, consultants and accountants as the
Committee may select. A Participant or other holder of an Award may contest a
decision or action by the Committee with respect to such person or Award only on
the grounds that such decision or action was arbitrary or capricious or

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was unlawful, and any review of such decision or action shall be limited to
determining whether the Committee's decision or action was arbitrary or
capricious or was unlawful.

3.6.     ATTORNEYS AND CONSULTANTS. The Committee may consult with counsel who
may be counsel to the Company. The Committee may, with the approval of the
Board, employ such other attorneys and/or consultants, accountants, appraisers,
brokers, agents and other persons, any of whom may be an Employee, as the
Committee deems necessary or appropriate. The Committee, the Company and its
officers and Directors shall be entitled to rely upon the advice, opinions or
valuations of any such persons. The Committee shall not incur any liability for
any action taken in good faith in reliance upon the advice of such counsel or
other persons.

3.7.     DELEGATION OF ADMINISTRATION. Except to the extent prohibited by
applicable law, including any applicable exemptive rule under Section 16 of the
Exchange Act (including Rule 16b-3), or the applicable rules of a stock
exchange, the Committee may, in its discretion, allocate all or any portion of
its responsibilities and powers under this Article III to any one or more of its
members and/or delegate all or any part of its responsibilities and powers under
this Article III to any person or persons selected by it; provided, however,
that the Committee may not delegate its authority to correct defects, omissions
or inconsistencies in the Plan. Any such authority delegated or allocated by the
Committee under this Section 3.7 shall be exercised in accordance with the terms
and conditions of the Plan and any rules, regulations or administrative
guidelines that may from time to time be established by the Committee, and any
such allocation or delegation may be revoked by the Committee at any time.

                                   ARTICLE IV.
                           SHARES SUBJECT TO THE PLAN

4.1.     NUMBER OF SHARES AVAILABLE FOR GRANTS. The shares of stock subject to
Awards granted under the Plan shall be 600,000 Shares. Such Shares subject to
the Plan may be either authorized and unissued shares or previously issued
shares acquired by the Company or any Subsidiary. Subject to adjustment as
provided in Section 4.2, the total number of Shares that may be delivered
pursuant to Awards under the Plan may be increased annually, on the first day of
each fiscal year during the term of the Plan, beginning January 1, 2008, in each
case in an amount equal to the lesser of (i) 200,000 Shares, (ii) 1% of the
outstanding Shares on the last day of the immediately preceding year, or (iii)
an amount determined by the Board.

         If any Shares are subject to an Option or SAR which for any reason
expires or is terminated or canceled without having been fully exercised or
satisfied, or if any Award based on Shares is settled for cash, expires or
otherwise terminates without the issuance of such Shares, the Shares subject to
such Award shall, to the extent of any such expiration, termination,
cancellation, forfeiture or cash settlement, be available for delivery in
connection with future Awards under the Plan. Any Shares delivered under the
Plan upon exercise or satisfaction of Substitute Awards shall not reduce the
Shares available for delivery under the Plan.

<PAGE>

4.2.     ADJUSTMENTS IN AUTHORIZED SHARES. In the event of any reclassification,
recapitalization, merger or consolidation (other than if resulting in a Change
of Control), reorganization, stock dividend or other distribution in securities
of the Company, stock split or reverse stock split, combination or exchange of
shares, repurchase of shares, or other like change in corporate structure, that
proportionally apply to all shares of the Company, the Committee shall
substitute or adjust, as applicable, the number, class and kind of securities
which may be delivered under Section 4.1; the number, class and kind, and/or the
Option Price of Options or the Grant Price of SARs of securities subject to
outstanding Awards; and other value determinations applicable to outstanding
Awards, as determined by the Committee, in order to prevent dilution or
enlargement of Participants' rights under the Plan; provided, however, that the
number of Shares subject to any Award shall always be a whole number. The
Committee shall also make appropriate adjustments and modifications, as
determined by the Committee, in the terms of any outstanding Awards to reflect
or related to any such events, adjustments, substitutions or changes. All
determinations of the Committee as to adjustments or changes, if any, under this
Section 4.2 shall be conclusive and binding on the Participants.

4.3.     NO LIMITATION ON CORPORATE ACTIONS. The existence of the Plan and any
Awards granted hereunder shall not affect in any way the right or power of the
Company, any Subsidiary or any Affiliate to make or authorize any adjustment,
recapitalization, reorganization or other change in its capital structure or
business structure, any merger or consolidation, any issuance of debt, preferred
or prior preference stock ahead of or affecting the Shares, additional shares of
capital stock or other securities or subscription rights thereto, any
dissolution or liquidation, any sale or transfer of all or part of its assets or
business or any other corporate act or proceeding.

                                   ARTICLE V.
                          ELIGIBILITY AND PARTICIPATION

5.1.     ELIGIBILITY. Employees, Non-Employee Directors and Consultants shall be
eligible to become Participants and receive Awards in accordance with the terms
and conditions of the Plan.

5.2.     ACTUAL PARTICIPATION. Subject to the provisions of the Plan, the
Committee may, from time to time, select Participants from all eligible
Employees, Non-Employee Directors and Consultants and shall determine the nature
and amount of each Award.

                                   ARTICLE VI.
                                  STOCK OPTIONS

6.1.     GRANT OF OPTIONS. Subject to the terms and provisions of the Plan,
Options may be granted to Participants in such number, and upon such terms, and
at any time and from time to time as shall be determined by the Committee. The
Committee may grant an Option or provide for the grant of an Option, either from
time to time in the discretion of the Committee or automatically upon the
occurrence of specified events, including the

<PAGE>

achievement of performance goals, the satisfaction of an event or condition
within the control of the recipient of the Option or within the control of
others. The granting of an Option shall take place when the Committee by
resolution, written consent or other appropriate action determines to grant such
Option for a particular number of Shares to a particular Participant at a
particular Option Price.

6.2.     AWARD AGREEMENT. Each Option grant shall be evidenced by an Award
Agreement that shall specify the Option Price, the maximum duration of the
Option, the number of Shares to which the Option pertains, the conditions upon
which the Option shall become exercisable and such other provisions as the
Committee shall determine, which are not inconsistent with the terms of the
Plan.

6.3.     OPTION PRICE. The Option Price for each Option shall be determined by
the Committee and set forth in the Award Agreement; provided that Substitute
Awards or Awards granted in connection with an adjustment provided for in
Section 4.2, in the form of stock options, shall have an Option Price per Share
that is intended to maintain the economic value of the Award that was replaced
or adjusted, as determined by the Committee.

6.4.     DURATION OF OPTIONS. Each Option granted to a Participant shall expire
at such time as the Committee shall determine at the time of grant and set forth
in the Award Agreement; provided, however, that no Option shall be exercisable
on or after the fifth (5th) anniversary of its date of grant.

6.5.     EXERCISE OF OPTIONS. Options shall be exercisable at such times and be
subject to such restrictions and conditions as the Committee shall in each
instance determine and set forth in the Award Agreement, which need not be the
same for each grant or for each Option or Participant.

6.6.     PAYMENT. Options shall be exercised by the delivery of a written notice
of exercise to the Company, in a form specified or accepted by the Committee, or
by complying with any alternative exercise procedures that may be authorized by
the Committee, setting forth the number of Shares with respect to which the
Option is to be exercised, accompanied by full payment for such Shares, which
shall include applicable taxes, if any, in accordance with Article XII. The
Option Price upon exercise of any Option shall be payable to the Company in full
either: (a) in cash or its equivalent; (b) subject to such terms, conditions and
limitations as the Committee may prescribe, by tendering (either by actual
delivery or attestation) unencumbered Shares previously acquired by the
Participant exercising such Option having an aggregate Fair Market Value at the
time of exercise equal to the total Option Price, (c) by a combination of (a)
and (b); or (d) by any other method approved or accepted by the Committee in its
sole discretion, including, if the Committee so determines, (x) a cashless
(broker-assisted) exercise that complies with all applicable laws or (y)
withholding of Shares otherwise deliverable to the Participant pursuant to the
Option having an aggregate Fair Market Value at the time of exercise equal to
the total Option Price. Subject to any governing rules or regulations, as soon
as practicable after receipt of a written notification of

<PAGE>

exercise and full payment in accordance with the preceding provisions of this
Section 6.6, the Company shall deliver to the Participant exercising an Option,
in the Participant's name, evidence of book entry Shares, or, upon the
Participant's request, Share certificates, in an appropriate amount based upon
the number of Shares purchased under the Option, subject to Section 15.10.

6.7.     RIGHTS AS A SHAREHOLDER. No Participant or other person shall become
the beneficial owner of any Shares subject to an Option, nor have any rights to
dividends or other rights of a shareholder with respect to any such Shares,
until the Participant has actually received such Shares following exercise of
his or her Option in accordance with the provisions of the Plan and the
applicable Award Agreement.

6.8.     TERMINATION OF EMPLOYMENT OR SERVICE. Except as otherwise provided in
the Award Agreement, an Option shall cease to become exercisable upon a
Termination of the holder thereof. Notwithstanding the foregoing, subject to the
provisions of Article XIV, the Committee may determine in its discretion that an
Option may be exercised following any such Termination, whether or not
exercisable at the time of such Termination; provided, however, that in no event
may an Option be exercised after the expiration date of such Option specified in
the applicable Award Agreement.

6.9.     DESIGNATION OF ISOs AND NQSOs. Each Award Agreement shall specify
whether an Option is intended to be an ISO or an NQSO. To the extent that any
Option granted to a U.S. Taxpayer does not qualify as an ISO (whether because of
its provisions or the time or manner of its exercise or otherwise), such Option,
or the portion thereof which does not so qualify, shall constitute a separate
NQSO.

6.10.    RESTRICTION ON ISOs. No ISO shall be granted to any individual
otherwise eligible to participate in the Plan who is not an Employee of the
Company or a Subsidiary on the date of granting of such Option. Any ISO granted
under the Plan shall contain such terms and conditions, consistent with the
Plan, as the Committee may determine to be necessary to qualify such Option as
an "incentive stock option" under Section 422 of the Code. Any ISO granted under
the Plan may be modified by the Committee to disqualify such Option from
treatment as an "incentive stock option" under Section 422 of the Code.

6.11.    NUMBER OF ISOs. The total number of Shares that may be delivered
pursuant to Incentive Stock Options granted under the Plan shall be the number
of Shares set forth in Section 4.1 of the Plan, as adjusted pursuant to Section
4.2 of the Plan, but without application of the last sentence of such section.

6.12.    MARKET VALUE LIMITATION UPON ISSUANCE OF ISOs. Notwithstanding any
intent to grant ISOs, an Option granted under the Plan will not be considered an
ISO to the extent that it, together with any other "incentive stock options"
(within the meaning of Section 422 of the Code, but without regard to subsection
(d) of such Section) under the Plan and any other "incentive stock option" plans
of the Company, any Subsidiary and any "parent corporation" of the Company
within the meaning of Section 424(e) of the Code, are exercisable for the first
time by any Participant during any calendar year with respect to

<PAGE>

Shares having an aggregate Fair Market Value in excess of $100,000 (or such
other limit as may be required by the Code) as of the time the Option with
respect to such Shares is granted. The rule set forth in the preceding sentence
shall be applied by taking Options into account in the order in which they were
granted.

6.13.    LIMITATION ON AWARD OF ISOs TO 10% OWNERS. No ISO shall be granted to
an individual otherwise eligible to participate in the Plan who owns (within the
meaning of Section 424(d) of the Code), at the time the Option is granted, more
than ten percent (10%) of the total combined voting power of all classes of
stock of the Company or a Subsidiary or any "parent corporation" of the Company
within the meaning of Section 424(e) of the Code. This restriction does not
apply if at the time such ISO is granted the Option Price of the ISO is at least
110% of the Fair Market Value of a Share on the date such ISO is granted, and
the ISO by its terms is not exercisable after the expiration of five years from
such date of grant.

6.14.    LIMITATION ON TRANSFERABILITY OF ISOs. No ISO may be sold, transferred,
pledged, assigned, or otherwise alienated or hypothecated, other than by will or
by the laws of descent and distribution or in accordance with Section 8.1 of the
Plan. Further, all ISOs granted to a Participant shall be exercisable during his
or her lifetime only by such Participant.

6.15.    NO MODIFICATIONS. Any changes to ISOs pursuant to Section 4.2 of the
Plan shall, unless the Committee determines otherwise, only be effective to the
extent such adjustments or changes do not cause a "modification" (within the
meaning of Section 424(h) (3) of the Code) of such ISOs or adversely affect the
tax status of such ISOs. Any such adjustment with respect to an Award intended
to be an ISO shall be made only to the extent consistent with such intent,
unless the Board or the Committee determines otherwise.

6.16.    NOTICE OF DISPOSITION OF ISOs. The Committee may require a Participant
to give prompt written notice to the Company concerning any disposition of
Shares received upon the exercise of an ISO within: (i) two (2) years from the
date of granting such ISO to such Participant or (ii) one (1) year from the
transfer of such Shares to such Participant or (iii) such other period as the
Committee may from time to time determine. The Committee may direct that a
Participant with respect to an ISO undertake in the applicable Award Agreement
to give such written notice described in the preceding sentence, at such time
and containing such information as the Committee may prescribe, and/or that the
certificates evidencing Shares acquired by exercise of an ISO refer to such
requirement to give such notice.

                                  ARTICLE VII.
                            STOCK APPRECIATION RIGHTS

7.1.     GRANT OF SARs. Subject to the terms and conditions of the Plan, SARs
may be granted to Participants at any time and from time to time as shall be
determined by the

<PAGE>

Committee. The Committee may grant an SAR (a) in connection and simultaneously
with the grant of an Option (a Tandem SAR) or (b) independent of, and unrelated
to, an Option (a Freestanding SAR). The Committee shall have complete discretion
in determining the number of Shares to which an SAR pertains (subject to Article
IV) and, consistent with the provisions of the Plan, in determining the terms
and conditions pertaining to any SAR.

7.2.     GRANT PRICE. The Grant Price for each SAR shall be determined by the
Committee and set forth in the Award Agreement, subject to the limitations of
this Section 7.2. The Grant Price for each Freestanding SAR shall be not less
than one hundred percent (100%) of the Fair Market Value of a Share on the date
such Freestanding SAR is granted, except in the case of Substitute Awards or
Awards granted in connection with an adjustment provided for in Section 4.2. The
Grant Price of a Tandem SAR shall be equal to the Option Price of the related
Option.

7.3.     EXERCISE OF TANDEM SARs. Tandem SARs may be exercised for all or any
number of the Shares subject to the related Option upon the surrender of the
right to exercise the equivalent portion of the related Option. A Tandem SAR
shall be exercisable only when and to the extent the related Option is
exercisable and may be exercised only with respect to the Shares for which the
related Option is then exercisable. A Tandem SAR shall entitle a Participant to
elect, in the manner set forth in the Plan and the applicable Award Agreement,
in lieu of exercising his or her unexercised related Option for all or a portion
of the Shares for which such Option is then exercisable pursuant to its terms,
to surrender such Option to the Company with respect to any or all of such
Shares and to receive from the Company in exchange therefor a payment described
in Section 7.7. An Option with respect to which a Participant has elected to
exercise a Tandem SAR shall, to the extent of the Shares covered by such
exercise, be canceled automatically and surrendered to the Company. Such Option
shall thereafter remain exercisable according to its terms only with respect to
the number of Shares as to which it would otherwise be exercisable, less the
number of Shares with respect to which such Tandem SAR has been so exercised.

7.4      TANDEM SARs GRANTED IN CONNECTION WITH ISOs. Notwithstanding any other
provision of the Plan to the contrary, with respect to a Tandem SAR granted in
connection with an ISO: (i) the Tandem SAR will expire no later than the
expiration of the related ISO; (ii) the value of the payment with respect to the
Tandem SAR may not exceed the difference between the Fair Market Value of the
Shares subject to the related ISO at the time the Tandem SAR is exercised and
the Option Price of the related ISO; and (iii) the Tandem SAR may be exercised
only when the Fair Market Value of the Shares subject to the ISO exceeds the
Option Price of the ISO. No Tandem SAR granted in connection with an ISO may be
sold, transferred, pledged, assigned, or otherwise alienated or hypothecated,
other than by will or by the laws of descent and distribution or in accordance
with Section 8.1 of the Plan. Further, all Tandem SARs granted in connection
with ISOs granted to a Participant shall be exercisable during his or her
lifetime only by such Participant.

<PAGE>

7.5.     EXERCISE OF FREESTANDING SARs. Freestanding SARs may be exercised upon
whatever terms and conditions the Committee, in its sole discretion, in
accordance with the Plan, determines and sets forth in the Award Agreement.

7.6.     AWARD AGREEMENT. Each SAR grant shall be evidenced by an Award
Agreement that shall specify the number of Shares to which the SAR pertains, the
Grant Price, the term of the SAR, and such other terms and conditions as the
Committee shall determine in accordance with the Plan.

7.7.     TERM OF SARs. The term of an SAR granted under the Plan shall be
determined by the Committee, in its sole discretion; provided, however, that the
term of any Tandem SAR shall be the same as the related Option and no SAR shall
be exercisable on or after the fifth (5th) anniversary of its date of grant.

7.8.     PAYMENT OF SAR AMOUNT. An election to exercise SARs shall be deemed to
have been made on the date of Notice of such election to the Company. Upon
exercise of an SAR, a Participant shall be entitled to receive payment from the
Company in an amount determined by multiplying:

         (a)      The excess of the Fair Market Value of a Share on the date of
         exercise over the Grant Price of the SAR; by

         (b)      The number of Shares with respect to which the SAR is
         exercised.

Notwithstanding the foregoing provisions of this Section 7.8 to the contrary,
the Committee may establish and set forth in the applicable Award Agreement a
maximum amount per Share that will be payable upon the exercise of an SAR. At
the discretion of the Committee, such payment upon exercise of an SAR shall be
in cash, in Shares of equivalent Fair Market Value, or in some combination
thereof.

7.9.     RIGHTS AS A SHAREHOLDER. A Participant receiving an SAR shall have the
rights of a Shareholder only as to Shares, if any, actually issued to such
Participant upon satisfaction or achievement of the terms and conditions of the
Award, and in accordance with the provisions of the Plan and the applicable
Award Agreement, and not with respect to Shares to which such Award relates but
which are not actually issued to such Participant.

7.10.    TERMINATION OF EMPLOYMENT OR SERVICE. Each SAR Award Agreement shall
set forth the extent to which the Participant shall have the right to exercise
the SAR following such Participant's Termination, if at all, subject to Section
6.8, as applicable to any Tandem SAR. Such provisions shall be determined in the
sole discretion of the Committee, need not be uniform among all SARs issued
pursuant to the Plan, and may reflect distinctions based on the reasons for
Termination.

<PAGE>

                                  ARTICLE VIII.
               TRANSFERABILITY OF AWARDS; BENEFICIARY DESIGNATION

8.1.     TRANSFERABILITY. Except as otherwise provided in this Article VIII or a
Participant's Award Agreement or otherwise determined at any time by the
Committee, no Award granted under the Plan may be sold, transferred, pledged,
assigned, or otherwise alienated or hypothecated, other than by will or by the
laws of descent and distribution; provided that the Committee may permit further
transferability, on a general or a specific basis, and may impose conditions and
limitations on any permitted transferability. Further, except as otherwise
provided in a Participant's Award Agreement or otherwise determined at any time
by the Committee, or unless the Committee decides to permit further
transferability, all Awards granted to a Participant under the Plan, and all
rights with respect to such Awards, shall be exercisable or available during his
or her lifetime only by or to such Participant. With respect to those Awards, if
any, that are permitted to be transferred to another individual, references in
the Plan to exercise or payment related to such Awards by or to the Participant
shall be deemed to include, as determined by the Committee, the Participant's
permitted transferee. In the event any Award is exercised by or otherwise paid
to the executors, administrators, heirs or distributees of the estate of a
deceased Participant, or such a Participant's beneficiary, or the transferee of
an Award, in any such case, pursuant to the terms and conditions of the Plan and
the applicable Agreement and in accordance with such terms and conditions as may
be specified from time to time by the Committee, the Company shall be under no
obligation to issue Shares thereunder unless and until the Company is satisfied,
as determined in the discretion of the Committee, that the person or persons
exercising such Award, or to receive such payment, are the duly appointed legal
representative of the deceased Participant's estate or the proper legatees or
distributees thereof or the named beneficiary of such Participant, or the valid
transferee of such Award, as applicable. Any purported assignment, transfer or
encumbrance of an Award that does not comply with this Section 8.1 shall be void
and unenforceable against the Company.

8.2.     BENEFICIARY DESIGNATION. Each Participant may, from time to time, name
any beneficiary or beneficiaries who shall be permitted to exercise his or her
Option or SAR or to whom any benefit under the Plan is to be paid in case of the
Participant's death before he or she fully exercises his or her Option or SAR or
receives any or all of such benefit. Each such designation shall revoke all
prior designations by the same Participant, shall be in a form prescribed by the
Company, and will be effective only when filed by the Participant in writing
with the Company during the Participant's lifetime. In the absence of any such
beneficiary designation, a Participant's unexercised Option or SAR, or amounts
due but remaining unpaid to such Participant at the Participant's death, shall
be exercised or paid as designated by the Participant by will or by the laws of
descent and distribution.

                                   ARTICLE IX.
                             RIGHTS OF PARTICIPANTS

9.1.     RIGHTS OR CLAIMS. No individual shall have any rights or claims under
the Plan except in accordance with the provisions of the Plan and any applicable
Award Agreement. The grant of an Award under the Plan shall not confer any
rights upon the

<PAGE>

Participant holding such Award other than such terms, and subject to such
conditions, as are specified in the Plan as being applicable to such type of
Award, or to all Awards, or as are expressly set forth in the Award Agreement
evidencing such Award. Without limiting the generality of the foregoing, nothing
contained in the Plan or in any Award Agreement shall be deemed to:

         (a)      Give any Employee or Non-Employee Director the right to be
         retained in the service of the Company, an Affiliate and/or a
         Subsidiary, whether in any particular position, at any particular rate
         of compensation, for any particular period of time or otherwise;

         (b)      Restrict in any way the right of the Company, an Affiliate
         and/or a Subsidiary to terminate, change or modify any Employee's
         employment or any Non-Employee Director's service as a Director at any
         time with or without Cause;

         (c)      Confer on any Consultant any right of continued relationship
         with the Company, an Affiliate and/or a Subsidiary, or alter any
         relationship between them, including any right of the Company or an
         Affiliate or Subsidiary to terminate, change or modify its relationship
         with a Consultant;

         (d)      Give any Employee, Non-Employee Director or Consultant the
         right to receive any bonus, whether payable in cash or in Shares, or in
         any combination thereof, from the Company, an Affiliate and/or a
         Subsidiary, nor be construed as limiting in any way the right of the
         Company, an Affiliate and/or a Subsidiary to determine, in its sole
         discretion, whether or not it shall pay any Employee, Non-Employee
         Director or Consultant bonuses, and, if so paid, the amount thereof and
         the manner of such payment; or

         (e)      Give any Participant any rights whatsoever with respect to an
         Award except as specifically provided in the Plan and the Award
         Agreement.

9.2.     ADOPTION OF THE PLAN. The adoption of the Plan shall not be deemed to
give any Employee, Non-Employee Director or Consultant or any other individual
any right to be selected as a Participant or to be granted an Award, or, having
been so selected, to be selected to receive a future Award.

9.3.     VESTING. Notwithstanding any other provision of the Plan, a
Participant's right or entitlement to exercise or otherwise vest in any Award
not exercisable or vested at the time of grant shall only result from continued
services as a Non-Employee Director or Consultant or continued employment, as
the case may be, with the Company or any Subsidiary or Affiliate, or
satisfaction of any other performance goals or other conditions or restrictions
applicable, by its terms, to such Award.

9.4.     NO EFFECTS ON BENEFITS. Payments and other compensation received by a
Participant under an Award are not part of such Participant's normal or expected
compensation or salary for any purpose, including calculating termination,
indemnity,

<PAGE>

severance, resignation, redundancy, end of service payments, bonuses,
long-service awards, pension or retirement benefits or similar payments under
any laws, plans, contracts, arrangements or otherwise. No claim or entitlement
to compensation or damages arises from the termination of the Plan or diminution
in value of any Award or Shares purchased or otherwise received under the Plan.

9.5.     ONE OR MORE TYPES OF AWARDS. A particular type of Award may be granted
to a Participant either alone or in addition to other Awards under the Plan.

                                   ARTICLE X.
                                CHANGE OF CONTROL

10.1.    TREATMENT OF OUTSTANDING AWARDS. In the event of a Change of Control,
unless otherwise specifically prohibited by any applicable laws, rules or
regulations or otherwise provided in any applicable Award Agreement, as in
effect prior to the occurrence of the Change of Control, specifically with
respect to a Change of Control:

         (a)      In its discretion, and on such terms and conditions as it
         deems appropriate, the Committee may provide, either by the terms of
         the Award Agreement or by resolution adopted prior to the occurrence of
         such Change of Control, that any Options or SARs which are outstanding
         shall become exercisable as determined by the Committee,
         notwithstanding anything to the contrary in the Award Agreement.

         (b)      In its discretion, and on such terms and conditions as it
         deems appropriate, the Committee may provide, either by the terms of
         the Award Agreement or by resolution adopted prior to the occurrence of
         such Change of Control, that any Awards which are outstanding shall, in
         whole or in part, immediately become vested and nonforfeitable.

         (c)      In its discretion, and on such terms and conditions as it
         deems appropriate, the Committee may provide, either by the terms of
         the Award Agreement applicable to any Award or by resolution adopted
         prior to the occurrence of the Change of Control, that any outstanding
         Award shall be adjusted by substituting for each Share subject to such
         Award immediately prior to the transaction resulting in the Change of
         Control the consideration (whether stock or other securities of the
         surviving corporation or any successor corporation to the Company, or a
         parent or subsidiary thereof, or that may be issuable by another
         corporation that is a party to the transaction resulting in the Change
         of Control) received in such transaction by holders of Shares for each
         Share held on the closing or effective date of such transaction, in
         which event the aggregate Option Price or Grant Price, as applicable,
         of the Award shall remain the same; provided, however, that if such
         consideration received in such transaction is not solely stock of a
         successor, surviving or other corporation, the Committee may provide
         for the consideration to be received upon exercise or payment of an
         Award, for each Share subject to such Award, to be solely stock or
         other securities of the

<PAGE>

         successor, surviving or other corporation, as applicable, equal in fair
         market value, as determined by the Committee, to the per-Share
         consideration received by holders of Shares in such transaction.

         (d)      In its discretion, and on such terms and conditions as it
         deems appropriate, the Committee may provide, either by the terms of
         the Award Agreement applicable to any Award or by resolution adopted
         prior to the occurrence of the Change of Control, that any outstanding
         Award (or portion thereof) shall be converted into a right to receive
         cash, on or as soon as practicable following the closing date or
         expiration date of the transaction resulting in the Change of Control
         in an amount equal to the highest value of the consideration to be
         received in connection with such transaction for one Share, or, if
         higher, the highest Fair Market Value of a Share during the thirty (30)
         consecutive business days immediately prior to the closing date or
         expiration date of such transaction, less the per-Share Option Price,
         Grant Price or outstanding unpaid purchase price, as applicable to the
         Award, multiplied by the number of Shares subject to such Award, or the
         applicable portion thereof.

         (e)      The Committee may, in its discretion, provide that an Award
         can or cannot be exercised after, or will otherwise terminate or not
         terminate as of, a Change of Control.

10.2.    NO IMPLIED RIGHTS; OTHER LIMITATIONS. No Participant shall have any
right to prevent the consummation of any of the acts described in Section 4.2 or
10.1 affecting the number of Shares available to, or other entitlement of, such
Participant under the Plan or such Participant's Award. Any actions or
determinations of the Committee under this Article X need not be uniform as to
all outstanding Awards, nor treat all Participants identically. Notwithstanding
the adjustments described in Section 10.1, in no event may any Option or SAR be
exercised on or after the fifth (5th) anniversary of the date it was originally
granted.

                                   ARTICLE XI.
                    AMENDMENT, MODIFICATION, AND TERMINATION

11.1.    AMENDMENT, MODIFICATION, AND TERMINATION. The Board may, at any time
and with or without prior notice, amend, alter, suspend, or terminate the Plan,
and the Committee may, to the extent permitted by the Plan, amend the terms of
any Award theretofore granted, including any Award Agreement, in each case,
retroactively or prospectively; provided, however, that no such amendment,
alteration, suspension, or termination of the Plan shall be made which, without
first obtaining approval of the shareholders of the Company (where such approval
is necessary to satisfy any applicable law, regulation or rule (including the
applicable regulations and rules of the SEC and any national securities
exchange)), would:

         (a)      except as is provided in Section 4.2, increase the maximum
         number of Shares which may be sold or awarded under the Plan;

<PAGE>

         (b)      except as is provided in Section 4.2, decrease the minimum
         Option Price or Grant Price requirements of Section 6.3 and Section
         7.2, respectively;

         (c)      change the class of persons eligible to receive Awards under
         the Plan;

         (d)      extend the duration of the Plan or the period during which
         Options or SARs may be exercised under Section 6.4 or 7.7, as
         applicable; or

         (e)      otherwise require shareholder approval to comply with any
         applicable law, regulation or rule (including the applicable
         regulations and rules of the SEC and any national securities exchange).

In addition,

         (A)      no such amendment, alteration, suspension or termination of
         the Plan or any Award theretofore granted, including any Award
         Agreement, shall be made which would materially impair the previously
         accrued rights of a Participant under any outstanding Award without the
         written consent of such Participant, provided, however, that the Board
         may amend or alter the Plan and the Committee may amend or alter any
         Award, including any Agreement, either retroactively or prospectively,
         without the consent of the applicable Participant, (1) so as to
         preserve or come within any exemptions from liability under Section
         16(b) of the Exchange Act, pursuant to the rules and releases
         promulgated by the SEC (including Rule 16b-3), or (2) if the Board or
         the Committee determines in its discretion that such amendment or
         alteration either (I) is required or advisable for the Company, the
         Plan or the Award to satisfy, comply with or meet the requirements of
         any law, regulation, rule or accounting standard or (II) is not
         reasonably likely to significantly diminish the benefits provided under
         such Award, or that such diminishment has been or will be adequately
         compensated, and

         (B)      except as is provided in Section 4.2 or Article X, but
         notwithstanding any other provisions of the Plan, neither the Board nor
         the Committee may take any action: (1) to amend the terms of an
         outstanding Option or SAR to reduce the Option Price or Grant Price
         thereof, cancel an Option or SAR and replace it with a new Option or
         SAR with a lower Option Price or Grant Price, or that has an economic
         effect that is the same as any such reduction or cancellation; or (2)
         to cancel an outstanding Option or SAR having an Option Price or Grant
         Price above the then-current Fair Market Value of the Shares in
         exchange for the grant of another type of Award.

<PAGE>

                                  ARTICLE XII.
                      TAX WITHHOLDING AND OTHER TAX MATTERS

12.1.    TAX WITHHOLDING. The Company and/or any Subsidiary or Affiliate are
authorized to withhold from any Award granted or payment due under the Plan the
amount of all taxes due in respect of such Award or payment and take any such
other action as may be necessary or appropriate, as determined by the Committee,
to satisfy all obligations for the payment of such taxes. The recipient of any
payment or distribution under the Plan shall make arrangements satisfactory to
the Company, as determined in the Committee's discretion, for the satisfaction
of any tax obligations that arise by reason of any such payment or distribution.
The Company shall not be required to make any payment or distribution under or
relating to the Plan or any Award until such obligations are satisfied or such
arrangements are made, as determined by the Committee in its discretion.

12.2.    WITHHOLDING OR TENDERING SHARES. Without limiting the generality of
Section 12.1, the Committee may in its discretion permit a Participant to
satisfy or arrange to satisfy, in whole or in part, the tax obligations incident
to an Award by:

         (a)      electing to have the Company withhold Shares or other property
         otherwise deliverable to such Participant pursuant to his or her Award
         (provided, however, that the amount of any Shares so withheld shall not
         exceed the amount necessary to satisfy required withholding obligations
         using the minimum statutory withholding rates for tax purposes,
         including payroll taxes, that are applicable to supplemental taxable
         income) and/or

         (b)      tendering to the Company Shares owned by such Participant (or
         by such Participant and his or her spouse jointly) and purchased or
         held for the requisite period of time as may be required to avoid the
         Company's or the Affiliates' or Subsidiaries' incurring an adverse
         accounting charge, based, in each case, on the Fair Market Value of the
         Shares on the payment date as determined by the Committee. All such
         elections shall be irrevocable, made in writing, signed by the
         Participant, and shall be subject to any restrictions or limitations
         that the Committee, in its sole discretion, deems appropriate.

12.3.    RESTRICTIONS. The satisfaction of tax obligations pursuant to this
Article XVI shall be subject to such restrictions as the Committee may impose,
including any restrictions required by applicable law or the rules and
regulations of the SEC, and shall be construed consistent with an intent to
comply with any such applicable laws, rule and regulations.

                                  ARTICLE XIII.
                      LIMITS OF LIABILITY; INDEMNIFICATION

13.1.    LIMITS OF LIABILITY.

         (a)      Any liability of the Company or a Subsidiary or Affiliate to
         any Participant with respect to any Award shall be based solely upon
         contractual obligations created by the Plan and the Award Agreement.

<PAGE>

         (b)      None of the Company, any Subsidiary, any Affiliate, any member
         of the Board or the Committee or any other person participating in any
         determination of any question under the Plan, or in the interpretation,
         administration or application of the Plan, shall have any liability, in
         the absence of bad faith, to any party for any action taken or not
         taken in connection with the Plan, except as may expressly be provided
         by statute.

         (c)      Each member of the Committee, while serving as such, shall be
         considered to be acting in his or her capacity as a director of the
         Company. Members of the Board of Directors and members of the Committee
         acting under the Plan shall be fully protected in relying in good faith
         upon the advice of counsel and shall incur no liability except for
         gross negligence or willful misconduct in the performance of their
         duties.

         (d)      The Company shall not be liable to a Participant or any other
         person as to: (i) the non-issuance of Shares as to which the Company
         has been unable to obtain from any regulatory body having relevant
         jurisdiction the authority deemed by the Committee or the Company's
         counsel to be necessary to the lawful issuance and sale of any Shares
         hereunder, and (ii) any tax consequence expected, but not realized, by
         any Participant or other person due to the receipt, exercise or
         settlement of any Option or other Award.

13.2.    INDEMNIFICATION. Subject to the requirements of applicable law, each
individual who is or shall have been a member of the Committee or of the Board,
or an officer of the Company to whom authority was delegated in accordance with
Article III, shall be indemnified and held harmless by the Company against and
from any loss, cost, liability, or expense that may be imposed upon or
reasonably incurred by him or her in connection with or resulting from any
claim, action, suit, or proceeding to which he or she may be a party or in which
he or she may be involved by reason of any action taken or failure to act under
the Plan and against and from any and all amounts paid by him or her in
settlement thereof, with the Company's approval, or paid by him or her in
satisfaction of any judgment in any such action, suit, or proceeding against him
or her, provided he or she shall give the Company an opportunity, at its own
expense, to handle and defend the same before he or she undertakes to handle and
defend it on his or her own behalf, unless such loss, cost, liability, or
expense is a result of the individual's own willful misconduct or except as
provided by statute. The foregoing right of indemnification shall not be
exclusive of any other rights of indemnification to which such individual may be
entitled under the Company's Articles of Association, as a matter of law, or
otherwise, or any power that the Company may have to indemnify or hold harmless
such individual.

                                  ARTICLE XIV.
                              DEFERRED COMPENSATION

14.1.    LIMITATION ON DEFERRED COMPENSATION. If any Award would be considered
deferred compensation as defined under Code Section 409A and would fail to meet
the requirements of Code Section 409A(a)(1)(A)(i)(I) (the "Section 409A
Requirements"),

<PAGE>

then such Award shall be null and void; provided, however, that the Committee
may permit deferrals of compensation pursuant to the terms of a Participant's
Award Agreement, a separate plan, or a subplan which (in each case) meets the
Section 409A Requirements. Additionally, to the extent any Award is subject to
Code Section 409A, notwithstanding any provision herein to the contrary, no
action may be taken which would cause the acceleration of the time or schedule
of any distribution related to such Award, except as permitted by Code Section
409A.

14.2.    EXTENSION OF TIME TO EXERCISE OPTIONS OR SARs. Notwithstanding any
provision of this Plan to the contrary, the Committee shall not extend the
period to exercise an Option or Stock Appreciation Right to the extent that such
extension would cause the Option or Stock Appreciation Right to become subject
to taxation under Code Section 409A. An Agreement may provide that the period of
time over which an NQSO may be exercised shall be automatically extended if on
the scheduled expiration date of such Option the Participant's exercise of such
Option would violate applicable securities laws; provided, however, that during
such extended exercise period the Option may only be exercised to the extent the
Option was exercisable in accordance with its terms immediately prior to such
scheduled expiration date; provided further, however, that such extended
exercise period shall end not later than thirty (30) days after the exercise of
such Option first would no longer violate such laws.

14.3.    TERMINATIONS AND DEFERRED COMPENSATION. Notwithstanding any other
provisions of the Plan or any Award Agreement to the contrary, if a Termination
that is not a Separation from Service occurs, and payment or distribution of an
Award constituting deferred compensation subject to taxation under Code Section
409A would otherwise be made or commence on the date of such Termination
(pursuant to the Plan, the Award Agreement or otherwise), (i) the vesting of
such Award shall accelerate in accordance with the Plan and the Award Agreement,
(ii) such payment or distribution shall not be made or commence prior to the
earliest date on which Code Section 409A permits such payment or distribution to
be made or commence without additional taxes or penalties under Code Section
409A, and (iii) in the event any such payment or distribution is deferred in
accordance with the immediately preceding clause (ii), such payment or
distribution that would have been made prior to the deferred payment or
commencement date, but for Code Section 409A, shall be paid or distributed on
such earliest payment or commencement date, together, if determined by the
Committee, with interest at the rate established by the Committee.

14.4.    CHANGES OF CONTROL AND DEFERRED COMPENSATION. Notwithstanding any other
provisions of the Plan or any Award Agreement to the contrary, if a Change of
Control that is not a Qualified Change of Control occurs, and payment or
distribution of an Award constituting deferred compensation subject to Section
409A of the Code would otherwise be made or commence on the date of such Change
of Control (pursuant to the Plan, the Award Agreement or otherwise), (i) the
vesting of such Award shall accelerate in accordance with the Plan and the Award
Agreement, (ii) such payment or distribution shall not be made or commence prior
to the earliest date on which Code Section 409A permits such payment or
distribution to be made or commence without additional taxes or

<PAGE>

penalties under Section 409A, and (iii) in the event any such payment or
distribution is deferred in accordance with the immediately preceding clause
(ii), such payment or distribution that would have been made prior to the
deferred payment or commencement date, but for Code Section 409A, shall be paid
or distributed on such earliest payment or commencement date, together, if
determined by the Committee, with interest at the rate established by the
Committee.

14.5.    RESTRICTIONS ON ACTIONS RELATING TO CODE SECTION 409A. Neither the
Board nor the Committee shall take any action that would cause an Award that is
otherwise exempt from taxation under Code Section 409A to become subject to
taxation under Code Section 409A, or that would cause an Award that is subject
to Code Section 409A to fail to satisfy the Section 409A Requirements.

14.6.    LIABILITY UNDER CODE SECTION 409A. Although the Company intends to
administer the Plan so that Awards will be exempt from taxation under Code
Section 409A, or will comply with the Section 409A Requirements, the Company
does not warrant that any Award under the Plan will qualify for favorable tax
treatment under Code Section 409A or any other provision of federal, state,
local, or non-United States law. The Company shall not be liable to any
Participant for any tax, interest, or penalties the Participant might owe as a
result of the grant, holding, vesting, exercise, or payment of any Award under
the Plan.

                                  MISCELLANEOUS

15.1.    DRAFTING CONTEXT. Except where otherwise indicated by the context, any
masculine term used herein also shall include the feminine; the plural shall
include the singular and the singular shall include the plural. The words
"Article," "Section," and "paragraph" herein shall refer to provisions of the
Plan, unless expressly indicated otherwise. The words "include," "includes," and
"including" herein shall be deemed to be followed by "without limitation"
whether or not they are in fact followed by such words or words of similar
import, unless the context otherwise requires.

15.2.    FORFEITURE EVENTS.

         (a)      Notwithstanding any provision of the Plan to the contrary, the
         Committee shall have the authority to determine (and may so provide in
         any Agreement) that a Participant's (including his or her estate's,
         beneficiary's or transferee's) rights (including the right to exercise
         any Option or SAR), payments and benefits with respect to any Award
         shall be subject to reduction, cancellation, forfeiture or recoupment
         in the event of the Participant's Termination for Cause or due to
         voluntary resignation; serious misconduct; violation of the Company's
         or a Subsidiary's or Affiliate's policies; breach of fiduciary duty;
         unauthorized disclosure of any trade secret or confidential information
         of the Company or a Subsidiary or Affiliate; breach of applicable
         noncompetition, nonsolicitation, confidentiality or other restrictive
         covenants; or other conduct or activity that is in

<PAGE>

         competition with the business of the Company or any Subsidiary or
         Affiliate, or otherwise detrimental to the business, reputation or
         interests of the Company and/or any Subsidiary or Affiliate; or upon
         the occurrence of certain events specified in the applicable Award
         Agreement (in any such case, whether or not the Participant is then an
         Employee, Non-Employee Director or Consultant). The determination of
         whether a Participant's conduct, activities or circumstances are
         described in the immediately preceding sentence shall be made by the
         Committee in its good faith discretion, and pending any such
         determination, the Committee shall have the authority to suspend the
         exercise, payment, delivery or settlement of all or any portion of such
         Participant's outstanding Awards pending an investigation of the
         matter.

         (b)      If the Company is required to prepare an accounting
         restatement (1) due to the material noncompliance of the Company, as a
         result of misconduct, with any financial reporting requirement under
         the securities laws, if a Participant knowingly or with gross
         negligence engaged in such misconduct, or knowingly or with gross
         negligence failed to prevent such misconduct, or if a Participant is
         one of the individuals subject to automatic forfeiture under Section
         304 of the Sarbanes-Oxley Act of 2002, the Participant shall reimburse
         the Company the amount of any payment in settlement of an Award earned
         or accrued during the twelve (12) month period following the first
         public issuance or filing with the SEC (whichever just occurred) of the
         financial document embodying such financial reporting requirement, and
         (2) the Committee may in its discretion provide that if the amount
         earned under any Participant's Award is reduced by such restatement,
         such Participant shall reimburse the Company the amount of any such
         reduction previously paid in settlement of such Award.

15.3.    SEVERABILITY. In the event any provision of the Plan shall be held
illegal or invalid for any reason, the illegality or invalidity shall not affect
the remaining parts of the Plan, and the Plan shall be construed and enforced as
if the illegal or invalid provision had not been included.

15.4.    TRANSFER, LEAVE OF ABSENCE. The Committee shall have the discretion to
determine the effects upon any Award, upon an individual's status as an
Employee, Non-Employee Director or Consultant for purposes of the Plan
(including whether a Participant shall be deemed to have experienced a
Termination or other change in status) and upon the exercisability, vesting,
termination or expiration of any Award in the case of: (a) any Participant who
is employed by an entity that ceases to be an Affiliate or Subsidiary (whether
due to a spin-off or otherwise), (b) any transfer of a Participant between
locations of employment with the Company, an Affiliate, and/or Subsidiary or
between the Company, an Affiliate or Subsidiary or between Affiliates or
Subsidiaries, (c) any leave of absence of a Participant, (d) any change in a
Participant's status from an Employee to a Consultant or a Non-Employee
Director, or vice versa, (e) any increase or decrease in the scope of engagement
of a Participant; and (f) upon approval by the Committee, any Employee who
experiences a Termination but becomes employed by a

<PAGE>

partnership, joint venture, corporation or other entity not meeting the
requirements of an Affiliate or Subsidiary.

15.5.    EXERCISE AND PAYMENT OF AWARDS. An Award shall be deemed exercised or
claimed when the Secretary of the Company or any other Company official or other
person designated by the Committee for such purpose receives appropriate written
notice from a Participant, in form acceptable to the Committee, together with
payment of the applicable Option Price, Grant Price or other purchase price, if
any, and compliance with Article XII, in accordance with the Plan and such
Participant's Award Agreement.

15.6.    LOANS. The Company may, in the discretion of the Committee, extend one
or more loans to Participants in connection with the exercise or receipt of an
Award granted to any such Participant; provided, however, that the Company shall
not extend loans to any Participant if prohibited by law or the rules of any
stock exchange or quotation system on which the Company's securities are listed.
The terms and conditions of any such loan shall be established by the Committee.

15.7.    SECTION 83(b) ELECTIONS. If a Participant makes an election under
Section 83(b) of the Code to be taxed with respect to an Award as of the date of
transfer of Shares rather than as of the date or dates upon which the
Participant would otherwise be taxable under Section 83(a) of the Code, such
Participant shall deliver a copy of such election to the Company immediately
after filing such election with the United States Internal Revenue Service.
Neither the Company nor any Subsidiary or Affiliate shall have any liability or
responsibility relating to or arising out of the filing or not filing of any
such election or any defects in its construction.

15.8.    NO EFFECT ON OTHER PLANS. Neither the adoption of the Plan nor anything
contained herein shall affect any other compensation or incentive plans or
arrangements of the Company or any Subsidiary or Affiliate, or prevent or limit
the right of the Company or any Subsidiary or Affiliate to establish any other
forms of incentives or compensation for their directors, officers, eligible
employees or consultants or grant or assume options or other rights otherwise
than under the Plan.

15.9.    SECTION 16 OF EXCHANGE ACT. Unless otherwise stated in the Award
Agreement, notwithstanding any other provision of the Plan, any Award granted to
an Insider shall be subject to any additional limitations set forth in any
applicable exemptive rule under Section 16 of the Exchange Act (including Rule
16b-3) that are requirements for the application of such exemptive rule, and the
Plan and the Award Agreement shall be deemed amended to the extent necessary to
conform to such limitations.

15.10.   REQUIREMENTS OF LAW; LIMITATIONS ON AWARDS.

         (a)      The granting of Awards and the issuance of Shares under the
         Plan shall be subject to all applicable laws, rules, and regulations,
         and to such approvals by any governmental agencies or national
         securities exchanges as may be required.

<PAGE>

         (b)      If at any time the Committee shall determine, in its
         discretion, that the listing, registration and/or qualification of
         Shares upon any securities exchange or under any law, or the consent or
         approval of any governmental regulatory body, is necessary or desirable
         as a condition of, or in connection with, the sale or purchase of
         Shares hereunder, the Company shall have no obligation to allow the
         grant, exercise or payment of any Award, or to issue or deliver
         evidence of title for Shares issued under the Plan, in whole or in
         part, unless and until such listing, registration, qualification,
         consent and/or approval shall have been effected or obtained, or
         otherwise provided for, free of any conditions not acceptable to the
         Committee.

         (c)      If at any time counsel to the Company shall be of the opinion
         that any sale or delivery of Shares pursuant to an Award is or may be
         in the circumstances unlawful or result in the imposition of excise
         taxes on the Company or any Subsidiary or Affiliate under the statutes,
         rules or regulations of any applicable jurisdiction, the Company shall
         have no obligation to make such sale or delivery, or to make any
         application or to effect or to maintain any qualification or
         registration under the Securities Act, or otherwise with respect to
         Shares or Awards and the right to exercise or payment of any Option or
         Award shall be suspended until, in the opinion of such counsel, such
         sale or delivery shall be lawful or will not result in the imposition
         of excise taxes on the Company or any Subsidiary or Affiliate.

         (d)      Upon termination of any period of suspension under this
         Section 15.10, any Award affected by such suspension which shall not
         then have expired or terminated shall be reinstated as to all Shares
         available before such suspension and as to the Shares which would
         otherwise have become available during the period of such suspension,
         but no suspension shall extend the term of any Award.

         (e)      The Committee may require each person receiving Shares in
         connection with any Award under the Plan to represent and agree with
         the Company in writing that such person is acquiring such Shares for
         investment without a view to the distribution thereof, and/or provide
         such other representations and agreements as the Committee may
         prescribe. The Committee, in its absolute discretion, may impose such
         restrictions on the ownership and transferability of the Shares
         purchasable or otherwise receivable by any person under any Award as it
         deems appropriate. Any such restrictions shall be set forth in the
         applicable Award Agreement, and the certificates evidencing such shares
         may include any legend that the Committee deems appropriate to reflect
         any such restrictions.

         (f)      An Award and any Shares received upon the exercise or payment
         of an Award shall be subject to such other transfer and/or ownership
         restrictions and/or legending requirements as the Committee may
         establish in its discretion and may be referred to on the certificates
         evidencing such Shares, including restrictions under applicable
         securities laws, under the requirements of any stock exchange or

<PAGE>

         market upon which such Shares are then listed and/or traded, and under
         any blue sky or state securities laws applicable to such Shares.

15.11.   PARTICIPANTS DEEMED TO ACCEPT PLAN. By accepting any benefit under the
Plan, each Participant and each person claiming under or through any such
Participant shall be conclusively deemed to have indicated their acceptance and
ratification of, and consent to, all of the terms and conditions of the Plan and
any action taken under the Plan by the Board, the Committee or the Company, in
any case in accordance with the terms and conditions of the Plan.

15.12.   GOVERNING LAW. The Plan and, except as provided below or in an
applicable subplan, each Award Agreement to a Participant shall be governed by
the laws of the State of Delaware, excluding any conflicts or choice of law rule
or principle that might otherwise refer construction or interpretation of the
Plan to the substantive law of another jurisdiction. Unless otherwise provided
in the Award Agreement, Participants are deemed to submit to the exclusive
jurisdiction and venue of the courts of Delaware to resolve any and all issues
that may arise out of or relate to the Plan or any related Award Agreement.

15.13.   PLAN UNFUNDED. The Plan shall be unfunded. The Company shall not be
required to establish any special or separate fund or to make any other
segregation of assets to assure the issuance of Shares. Proceeds from the sale
of Shares pursuant to Options or other Awards granted under the Plan shall
constitute general funds of the Company.

15.14.   ADMINISTRATION COSTS. The Company shall bear all costs and expenses
incurred in administering the Plan, including expenses of issuing Shares
pursuant to any Options or other Awards granted hereunder.

15.15.   UNCERTIFICATED SHARES. To the extent that the Plan provides for
issuance of certificates to reflect the transfer of Shares, the transfer of such
Shares may nevertheless be effected on a noncertificated basis, to the extent
not prohibited by applicable law or the rules of any stock exchange.

15.16.   NO FRACTIONAL SHARES. An Option or other Award shall not be exercisable
with respect to a fractional Share or the lesser of fifty (50) shares or the
full number of Shares then subject to the Option or other Award. No fractional
Shares shall be issued upon the exercise or payment of an Option or other Award
and any such fractions shall be rounded to the nearest whole number.

15.17.   PARTICIPANTS. Notwithstanding any provision of the Plan to the
contrary, in order to comply with the laws or practices of countries in which
the Company, any Affiliate, and/or any Subsidiary operates or has Employees,
Non-Employee Directors or Consultants, the Committee, in its sole discretion,
shall have the power and authority to:

         (a)      Determine which Affiliates and Subsidiaries shall be covered
         by the Plan;

<PAGE>

         (b)      Determine which Employees, Non-Employee Directors and/or
         Consultants are eligible to participate in the Plan;

         (c)      Grant Awards (including substitutes for Awards), and modify
         the terms and conditions of any Awards, on such terms and conditions as
         the Committee determines necessary or appropriate to permit
         participation in the Plan by individuals otherwise eligible to so
         participate, or otherwise to comply with applicable laws or conform to
         applicable requirements or practices of the applicable jurisdictions;

         (d)      Establish subplans and adopt or modify exercise procedures and
         other terms and procedures, to the extent such actions may be necessary
         or advisable. Any subplans and modifications to Plan terms and
         procedures established under this Section 15.17 by the Committee shall
         be attached to the Plan as appendices; and

         (e)      Take any action, before or after an Award is made, that the
         Committee, in its discretion, deems advisable to obtain approval or
         comply with any necessary local government regulatory exemptions or
         approvals.

Notwithstanding the above, the Committee may not take any actions hereunder, and
no Awards shall be granted, that would violate any applicable law.