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                                                                    Exhibit 10.1

                    QIAO XING MOBILE COMMUNICATION CO., LTD.
                           2007 EQUITY INCENTIVE PLAN

     1. Purposes of the Plan. The purposes of this Plan are:

     -    to attract and retain the best available personnel for positions of
          substantial responsibility,

     -    to provide additional incentive to Employees, Directors and
          Consultants, and

     -    to promote the success of the Company's business.

     The Plan permits the grant of Incentive Stock Options, Nonstatutory Stock
Options, Restricted Stock, Stock Appreciation Rights, Restricted Stock Units,
Performance Units, Performance Shares, and Other Stock Based Awards.

     2. Definitions. As used herein, the following definitions will apply:

          (a) "Administrator" means the Board or any of its Committees as will
be administering the Plan, in accordance with Section 4 of the Plan.

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

          (c) "Award" means, individually or collectively, a grant under the
Plan of Options, SARs, Restricted Stock, Restricted Stock Units, Performance
Units, Performance Shares or Other Stock Based Awards.

          (d) "Award Agreement" means the written or electronic agreement
setting forth the terms and provisions applicable to each Award granted under
the Plan. The Award Agreement is subject to the terms and conditions of the
Plan.

          (e) "Awarded Stock" means the Common Stock subject to an Award.

          (f) "Board" means the Board of Directors of the Company.

          (g) "Change in Control" means the occurrence of any of the following
events:

               (i) Any "person" (as such term is used in Sections 13(d) and
14(d) of the Exchange Act) becomes the "beneficial owner" (as defined in Rule
13d-3 of the Exchange Act), directly or indirectly, of securities of the Company
representing fifty percent (50%) or more of the total voting power represented
by the Company's then outstanding voting securities;

               (ii) The consummation of the sale or disposition by the Company
of all or substantially all of the Company's assets;

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               (iii) A change in the composition of the Board occurring within a
two-year period, as a result of which fewer than a majority of the directors are
Incumbent Directors. "Incumbent Directors" means directors who either (A) are
Directors as of the effective date of the Plan, or (B) are elected, or nominated
for election, to the Board with the affirmative votes of at least a majority of
the Incumbent Directors at the time of such election or nomination (but will not
include an individual whose election or nomination is in connection with an
actual or threatened proxy contest relating to the election of directors to the
Company); or

               (iv) The consummation of a merger or consolidation of the Company
with any other corporation, other than a merger or consolidation which would
result in the voting securities of the Company outstanding immediately prior
thereto continuing to represent (either by remaining outstanding or by being
converted into voting securities of the surviving entity or its parent) at least
fifty percent (50%) of the total voting power represented by the voting
securities of the Company or such surviving entity or its parent outstanding
immediately after such merger or consolidation.

          (h) "Code" means the Internal Revenue Code of 1986, as amended. Any
reference to a section of the Code herein will be a reference to any successor
or amended section of the Code.

          (i) "Committee" means a committee of Directors or other individuals
satisfying Applicable Laws appointed by the Board in accordance with Section 4
of the Plan

          (j) "Common Stock" means the Common Stock of the Company, or in the
case of Performance Units, Restricted Stock Units, and certain Other Stock Based
Awards, the cash equivalent thereof, as applicable.

          (k) "Company" means Qiao Xing Mobile Communication Co., Ltd., a
limited liability company incorporated under the laws of the British Virgin
Islands, or any successor thereto.

          (l) "Consultant" means any person, including an advisor, engaged by
the Company or a Parent or Subsidiary to render services to such entity.

          (m) "Director" means a member of the Board.

          (n) "Disability" means total and permanent disability as defined in
Section 22(e)(3) of the Code, provided that in the case of Awards other than
Incentive Stock Options, the Administrator in its discretion may determine
whether a permanent and total disability exists in accordance with uniform and
non-discriminatory standards adopted by the Administrator from time to time.

          (o) "Dividend Equivalent" means a credit, made at the discretion of
the Administrator, to the account of a Participant in an amount equal to the
value of dividends paid on one Share for each Share represented by an Award held
by such Participant.

          (p) "Employee" means any person, including Officers and Directors,
employed by the Company or any Parent or Subsidiary of the Company. Neither
service as a


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Director nor payment of a director's fee by the Company will be sufficient to
constitute "employment" by the Company.

          (q) "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

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

          (s) "Fair Market Value" means, as of any date, the value of Common
Stock determined as follows:

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

               (ii) If the Common Stock is regularly quoted by a recognized
securities dealer but selling prices are not reported, the Fair Market Value of
a Share of Common Stock will be the mean between the high bid and low asked
prices for the Common Stock for the day of determination, as reported in The
Wall Street Journal or such other source as the Administrator deems reliable; or

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

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

          (t) "Fiscal Year" means the fiscal year of the Company.

          (u) "Incentive Stock Option" means an Option intended to qualify as an
incentive stock option within the meaning of Section 422 of the Code and the
regulations promulgated thereunder.

          (v) "Nonstatutory Stock Option" means an Option that by its terms does
not qualify or is not intended to qualify as an Incentive Stock Option.

          (w) "Officer" means a person who is an officer of the Company within
the meaning of Section 16 of the Exchange Act and the rules and regulations
promulgated thereunder.

          (x) "Option" means a stock option granted pursuant to the Plan.


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          (y) "Other Stock Based Awards" means any other awards not specifically
described in the Plan that are valued in whole or in part by reference to, or
are otherwise based on, Shares and are created by the Administrator pursuant to
Section 12.

          (z) "Outside Director" means a Director who is not an Employee.

          (aa) "Parent" means a "parent corporation," whether now or hereafter
existing, as defined in Section 424(e) of the Code.

          (bb) "Participant" means the holder of an outstanding Award granted
under the Plan.

          (cc) "Performance Share" means an Award granted to a Service Provider
pursuant to Section 10 of the Plan.

          (dd) "Performance Unit" means an Award granted to a Service Provider
pursuant to Section 10 of the Plan.

          (ee) "Period of Restriction" means the period during which the
transfer of Shares of Restricted Stock are subject to restrictions and
therefore, the Shares are subject to a substantial risk of forfeiture. Such
restrictions may be based on the passage of time, the achievement of target
levels of performance, or the occurrence of other events as determined by the
Administrator.

          (ff) "Plan" means this 2007 Equity Incentive Plan.

          (gg) "Restricted Stock" means Shares issued pursuant to a Restricted
Stock award under Section 8 or issued pursuant to the early exercise of an
option.

          (hh) "Restricted Stock Unit" means an Award that the Administrator
permits to be paid in installments or on a deferred basis pursuant to Sections 4
and 11 of the Plan.

          (ii) "Rule 16b-3" means Rule 16b-3 of the Exchange Act or any
successor to Rule 16b-3, as in effect when discretion is being exercised with
respect to the Plan.

          (jj) "Section 16(b)" means Section 16(b) of the Exchange Act.

          (kk) "Service Provider" means an Employee, Director or Consultant.

          (ll) "Share" means a share of the Common Stock, as adjusted in
accordance with Section 15 of the Plan.

          (mm) "Stock Appreciation Right" or "SAR" means an Award that pursuant
to Section 9 of the Plan is designated as a SAR.

          (nn) "Subsidiary" means a "subsidiary corporation", whether now or
hereafter existing, as defined in Section 424(f) of the Code.

     3. Stock Subject to the Plan.


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          (a) Stock Subject to the Plan. Subject to the provisions of Section 15
of the Plan, the maximum aggregate number of Shares that may be issued under the
Plan is [200,000] plus an annual increase of on the first day of each Fiscal
Year, beginning in 2008, equal to the lesser of (i) [_______]% of the
outstanding Shares on the first day of the Fiscal Year; (ii) [________] Shares;
or (iii) such lesser amount of Shares as determined by the Board. The Shares may
be authorized, but unissued, or reacquired Common Stock. Shares shall not be
deemed to have been issued pursuant to the Plan with respect to any portion of
an Award that is settled in cash. Upon payment in Shares pursuant to the
exercise of an Award, the number of Shares available for issuance under the Plan
shall be reduced only by the number of Shares actually issued in such payment.
If a Participant pays the exercise price (or purchase price, if applicable) of
an Award through the tender of Shares, or if Shares are tendered or withheld to
satisfy any Company withholding obligations, the number of Shares so tendered or
withheld shall again be available for issuance pursuant to future Awards under
the Plan.

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

          (c) Share Reserve. The Company, during the term of the Plan, shall at
all times reserve and keep available such number of Shares as will be sufficient
to satisfy the requirements of the Plan.

     4. Administration of the Plan.

          (a) Procedure.

               (i) Multiple Administrative Bodies. Different Committees with
respect to different groups of Service Providers may administer the Plan.

               (ii) Section 162(m). To the extent that the Administrator
determines it to be desirable and necessary to qualify Awards granted hereunder
as "performance-based compensation" within the meaning of Section 162(m) of the
Code, the Plan will be administered by a Committee of two or more "outside
directors" within the meaning of Section 162(m) of the Code.

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

               (iv) Other Administration. Other than as provided above, the Plan
will be administered by (A) the Board or (B) a Committee, which committee will
be constituted to satisfy Applicable Laws.

               (v) Delegation of Authority for Day-to-Day Administration. Except
to the extent prohibited by Applicable Law, the Administrator may delegate to
one or more


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individuals the day-to-day administration of the Plan and any of the functions
assigned to it in this Plan. Such delegation may be revoked at any time.

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

               (i) to determine the Fair Market Value;

               (ii) to select the Service Providers to whom Awards may be
granted hereunder;

               (iii) to determine the number of Shares to be covered by each
Award granted hereunder;

               (iv) to approve forms of agreement for use under the Plan;

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

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

               (vii) to institute an Exchange Program;

               (viii) to construe and interpret the terms of the Plan and Awards
granted pursuant to the Plan;

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

               (x) to modify or amend each Award (subject to Section 18(c) of
the Plan), including (A) the discretionary authority to extend the
post-termination exercisability period of Awards longer than is otherwise
provided for in the Plan and (B) accelerate the satisfaction of any vesting
criteria or waiver of forfeiture or repurchase restrictions;

               (xi) to allow Participants to satisfy withholding tax obligations
by electing to have the Company withhold from the Shares or cash to be issued
upon exercise or vesting of an Award that number of Shares or cash having a Fair
Market Value equal to the minimum amount required to be withheld. The Fair
Market Value of any Shares to be withheld will be determined on the date that
the amount of tax to be withheld is to be determined. All


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elections by a Participant to have Shares or cash withheld for this purpose will
be made in such form and under such conditions as the Administrator may deem
necessary or advisable;

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

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

               (xiv) to determine whether Awards will be settled in Shares, cash
or in any combination thereof;

               (xv) to determine whether Awards will be adjusted for Dividend
Equivalents;

               (xvi) to create Other Stock Based Awards for issuance under the
Plan;

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

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

               (xix) to make all other determinations deemed necessary or
advisable for administering the Plan.

          (c) Effect of Administrator's Decision. The Administrator's decisions,
determinations and interpretations will be final and binding on all Participants
and any other holders of Awards.

     5. Eligibility. Nonstatutory Stock Options, Restricted Stock, Stock
Appreciation Rights, Performance Units, Performance Shares, Restricted Stock
Units and Other Stock Based Awards may be granted to Service Providers.
Incentive Stock Options may be granted only to Employees.

     6. Limitations.

          (a) ISO $100,000 Rule. Each Option will be designated in the Award
Agreement as either an Incentive Stock Option or a Nonstatutory Stock Option.
However, notwithstanding such designation, to the extent that the aggregate Fair
Market Value of the Shares with respect to which Incentive Stock Options are
exercisable for the first time by the Participant during any calendar year
(under all plans of the Company and any Parent or Subsidiary) exceeds $100,000,
such Options will be treated as Nonstatutory Stock Options. For purposes of this
Section 6(a), Incentive Stock Options will be taken into account in the order in


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which they were granted. The Fair Market Value of the Shares will be determined
as of the time the Option with respect to such Shares is granted.

          (b) Special Limits for Grants of Options and Stock Appreciation
Rights. Subject to Section 15 of the Plan, the following special limits shall
apply to Shares available for Awards under the Plan:

               (i) the maximum number of Shares that may be subject to Options
granted to any Service Provider in any calendar year shall equal [________]
Shares, plus any Shares which were available under this Section 6(b)(i) for
Awards to such Service Provider in any prior calendar year but which were not
covered by such Awards; and

               (ii) the maximum number of Shares that may be subject to Stock
Appreciation Rights granted to any Service Provider in any calendar year shall
equal [_________] Shares, plus any Shares which were available under this
Section 6(b)(ii) for Awards to such Service Provider in any prior calendar year
but which were not covered by such Awards.

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

     7. Stock Options.

          (a) Term of Option. The term of each Option will be stated in the
Award Agreement. In the case of an Incentive Stock Option, the term will be ten
(10) years from the date of grant or such shorter term as may be provided in the
Award Agreement. Moreover, in the case of an Incentive Stock Option granted to a
Participant who, at the time the Incentive Stock Option is granted, owns stock
representing more than ten percent (10%) of the total combined voting power of
all classes of stock of the Company or any Parent or Subsidiary, the term of the
Incentive Stock Option will be five (5) years from the date of grant or such
shorter term as may be provided in the Award Agreement.

          (b) Option Exercise Price and Consideration.

               (i) Exercise Price. The per Share exercise price for the Shares
to be issued pursuant to exercise of an Option will be determined by the
Administrator, subject to the following:

                    (1) In the case of an Incentive Stock Option

                         (A) granted to an Employee who, at the time the
Incentive Stock Option is granted, owns stock representing more than ten percent
(10%) of the total combined voting power of all classes of stock of the Company
or any Parent or Subsidiary, the per Share exercise price will be no less than
110% of the Fair Market Value per Share on the date of grant.


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                         (B) granted to any Employee other than an Employee
described in paragraph (A) immediately above, the per Share exercise price will
be no less than 100% of the Fair Market Value per Share on the date of grant.

                    (2) In the case of a Nonstatutory Stock Option, the per
Share exercise price will be determined by the Administrator. In the case of a
Nonstatutory Stock Option intended to qualify as "performance-based
compensation" within the meaning of Section 162 (m) of the Code, the per Share
exercise price will be no less than 100% of the Fair Market Value per Share on
the date of grant.

                    (3) Notwithstanding the foregoing, Incentive Stock Options
may be granted with a per Share exercise price of less than 100% of the Fair
Market Value per Share on the date of grant pursuant to a transaction described
in, and in a manner consistent with, Section 424(a) of the Code.

               (ii) Waiting Period and Exercise Dates. At the time an Option is
granted, the Administrator will fix the period within which the Option may be
exercised and will determine any conditions that must be satisfied before the
Option may be exercised. The Administrator, in its sole discretion, may
accelerate the satisfaction of such conditions at any time.

          (c) Form of Consideration. The Administrator will determine the
acceptable form of consideration for exercising an Option, including the method
of payment. In the case of an Incentive Stock Option, the Administrator shall
determine the acceptable form of consideration at the time of grant. Such
consideration, to the extent permitted by Applicable Laws, may consist entirely
of:

               (i) cash;

               (ii) check;

               (iii) promissory note;

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

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

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

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

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


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          (d) Exercise of Option.

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

     An Option will be deemed exercised when the Company receives: (x) written
or electronic notice of exercise (in accordance with the Award Agreement) from
the person entitled to exercise the Option, and (y) full payment for the Shares
with respect to which the Option is exercised (including provision for any
applicable tax withholding). Full payment may consist of any consideration and
method of payment authorized by the Administrator and permitted by the Award
Agreement and the Plan. Shares issued upon exercise of an Option will be issued
in the name of the Participant or, if requested by the Participant, in the name
of the Participant and his or her spouse. Until the Shares are issued (as
evidenced by the appropriate entry on the books of the Company or of a duly
authorized transfer agent of the Company), no right to vote or receive dividends
or any other rights as a stockholder will exist with respect to the Awarded
Stock, notwithstanding the exercise of the Option. The Company will issue (or
cause to be issued) such Shares promptly after the Option is exercised. No
adjustment will be made for a dividend or other right for which the record date
is prior to the date the Shares are issued, except as provided in Section 15 of
the Plan or the applicable Award Agreement.

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

               (ii) Termination of Relationship as a Service Provider. If a
Participant ceases to be a Service Provider, other than upon the Participant's
death or Disability, the Participant may exercise his or her Option within such
period of time as is specified in the Award Agreement to the extent that the
Option is vested on the date of termination (but in no event later than the
expiration of the term of such Option as set forth in the Award Agreement). In
the absence of a specified time in the Award Agreement, the Option will remain
exercisable for three (3) months following the Participant's termination. Unless
otherwise provided by the Administrator, if on the date of termination the
Participant is not vested as to his or her entire Option, the Shares covered by
the unvested portion of the Option will revert to the Plan. If after termination
the Participant does not exercise his or her Option as to all of the vested
Shares within the time specified by the Administrator, the Option will
terminate, and the remaining Shares covered by such Option will revert to the
Plan.

               (iii) Disability of Participant. If a Participant ceases to be a
Service Provider as a result of the Participant's Disability, the Participant
may exercise his or her Option within such period of time as is specified in the
Award Agreement to the extent the Option is vested on the date of termination
(but in no event later than the expiration of the term of such Option as set
forth in the Award Agreement). In the absence of a specified time in the Award
Agreement, the Option will remain exercisable for twelve (12) months following
the Participant's termination. Unless otherwise provided by the Administrator,
if on the date of termination the Participant is not vested as to his or her
entire Option, the Shares covered by the unvested portion of the Option will
revert to the Plan. If after termination the Participant does


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not exercise his or her Option as to all of the vested Shares within the time
specified by the Administrator, the Option will terminate, and the remaining
Shares covered by such Option will revert to the Plan.

               (iv) Death of Participant. If a Participant dies while a Service
Provider, the Option may be exercised following the Participant's death within
such period of time as is specified in the Award Agreement to the extent that
the Option is vested on the date of death (but in no event may the Option be
exercised later than the expiration of the term of such Option as set forth in
the Award Agreement), by the Participant's designated beneficiary, provided such
beneficiary has been designated prior to the Participant's death in a form
acceptable to the Administrator. If no such beneficiary has been designated by
the Participant, then such Option may be exercised by the personal
representative of the Participant's estate or by the persons) to whom the Option
is transferred pursuant to the Participant's will or in accordance with the laws
of descent and distribution. In the absence of a specified time in the Award
Agreement, the Option will remain exercisable for twelve (12) months following
the Participant's death. Unless otherwise provided by the Administrator, if at
the time of death the Participant is not vested as to his or her entire Option,
the Shares covered by the unvested portion of the Option will immediately revert
to the Plan. If the Option is not exercised as to all of the vested Shares
within the time specified by the Administrator, the Option will terminate, and
the remaining Shares covered by such Option will revert to the Plan.

     8. Restricted Stock.

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

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

          (c) Transferability. Except as provided in this Section 8, Shares of
Restricted Stock may not be sold, transferred, pledged, assigned, or otherwise
alienated or hypothecated until the end of the applicable Period of Restriction.

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

          (e) Removal of Restrictions. Except as otherwise provided in this
Section 8, Shares of Restricted Stock covered by each Restricted Stock grant
made under the Plan will be released from escrow as soon as practicable after
the last day of the Period of Restriction. The Administrator, in its discretion,
may accelerate the time at which any restrictions will lapse or be removed.


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

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

          (h) Return of Restricted Stock to Company. On the date set forth in
the Award Agreement, the Restricted Stock for which restrictions have not lapsed
will revert to the Company and again will become available for grant under the
Plan.

     9. Stock Appreciation Rights.

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

          (b) Number of Shares. The Administrator will have complete discretion
to determine the number of SARs granted to any Service Provider.

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

          (d) Exercise of SARs. SARs will be exercisable on such terms and
conditions as the Administrator, in its sole discretion, will determine. The
Administrator, in its sole discretion, may accelerate exercisability at any
time.

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

          (f) Expiration of SARs. An SAR granted under the Plan will expire upon
the date determined by the Administrator, in its sole discretion, and set forth
in the Award Agreement. Notwithstanding the foregoing, the rules of Sections
7(d)(ii), 7(d)(iii) and 7(d)(iv) also will apply to SARs.

          (g) Payment of SAR Amount. Upon exercise of an SAR, a Participant will
be entitled to receive payment from the Company in an amount determined by
multiplying:

               (i) The difference between the Fair Market Value of a Share on
the date of exercise over the exercise price; times

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


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<PAGE>

     At the discretion of the Administrator, the payment upon SAR exercise may
be in cash, in Shares of equivalent value, or in some combination thereof.

     10. Performance Units and Performance Shares.

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

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

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

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

          (e) Form and Timing of Payment of Performance Units/Shares. Payment of
earned Performance Units/Shares will be made after the expiration of the
applicable Performance Period at the time determined by the Administrator. The
Administrator, in its sole discretion, may pay earned Performance Units/Shares
in the form of cash, in Shares (which have an aggregate Fair Market Value equal
to the value of the earned Performance Units/Shares at the close of the
applicable Performance Period) or in a combination of cash and Shares.

          (f) Cancellation of Performance Units/Shares. On the date set forth in
the Award Agreement, all unearned or unvested Performance Units/Shares will be
forfeited to the Company, and again will be available for grant under the Plan.

     11. Restricted Stock Units. Restricted Stock Units shall consist of a
Restricted Stock, Performance Share or Performance Unit Award that the
Administrator, in its sole discretion


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<PAGE>

permits to be paid out in installments or on a deferred basis, in accordance
with rules and procedures established by the Administrator

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

     13. Leaves of Absence. Unless the Administrator provides otherwise, vesting
of Awards granted hereunder will be suspended during any unpaid leave of absence
and will resume on the date the Participant returns to work on a regular
schedule as determined by the Company; provided, however, that no vesting credit
will be awarded for the time vesting has been suspended during such leave of
absence. A Service Provider will not cease to be an Employee in the case of (i)
any leave of absence approved by the Company or (ii) transfers between locations
of the Company or between the Company, its Parent, or any Subsidiary. For
purposes of Incentive Stock Options, no leave of absence may exceed ninety (90)
days, unless reemployment upon expiration of such leave is guaranteed by statute
or contract. If reemployment upon expiration of a leave of absence approved by
the Company is not so guaranteed, then three months following the 91st day of
such leave any Incentive Stock Option held by the Participant will cease to be
treated as an Incentive Stock Option and will be treated for tax purposes as a
Nonstatutory Stock Option.

     14. Non-Transferability of Awards. Unless determined otherwise by the
Administrator, an Award may not be sold, pledged, assigned, hypothecated,
transferred, or disposed of in any manner other than by will or by the laws of
descent or distribution and may be exercised, during the lifetime of the
Participant, only by the Participant. If the Administrator makes an Award
transferable, such Award will contain such additional terms and conditions as
the Administrator deems appropriate.

     15. Adjustments; Dissolution or Liquidation; Change in Control.

          (a) Adjustments. In the event that any dividend or other distribution
(whether in the form of cash, Shares, other securities, or other property),
recapitalization, stock split, reverse stock split, reorganization, merger,
consolidation, split-up, spin-off, combination, repurchase, or exchange of
Shares or other securities of the Company, or other change in the corporate
structure of the Company affecting the Shares occurs such that an adjustment is
determined by the Administrator (in its sole discretion) to be appropriate in
order to prevent dilution or enlargement of the benefits or potential benefits
intended to be made available under the Plan, then the Administrator shall, in
such manner as it may deem equitable, adjust the number and class of Shares
which may be delivered under the Plan, the number, class and price of Shares
subject to outstanding awards, and the numerical limits in Section 6.
Notwithstanding the preceding, the number of Shares subject to any Award always
shall be a whole number.

          (b) Dissolution or Liquidation. In the event of the proposed
dissolution or liquidation of the Company, the Administrator will notify each
Participant as soon as practicable


                                       14

<PAGE>

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

          (c) Change in Control.

               (i) Stock Options and SARs. In the event of a Change in Control,
each outstanding Option and SAR shall be assumed or an equivalent option or SAR
substituted by the successor corporation or a Parent or Subsidiary of the
successor corporation. Unless determined otherwise by the Administrator, in the
event that the successor corporation refuses to assume or substitute for the
Option or SAR, the Participant shall fully vest in and have the right to
exercise the Option or SAR as to all of the Awarded Stock, including Shares as
to which it would not otherwise be vested or exercisable. If an Option or SAR is
not assumed or substituted in the event of a Change in Control, the
Administrator shall notify the Participant in writing or electronically that the
Option or SAR shall be exercisable, to the extent vested, for a period of up to
fifteen (15) days from the date of such notice, and the Option or SAR shall
terminate upon the expiration of such period. For the purposes of this
paragraph, the Option or SAR shall be considered assumed if, following the
Change in Control, the option or SAR confers the right to purchase or receive,
for each Share of Awarded Stock subject to the Option or SAR immediately prior
to the Change in Control, the consideration (whether stock, cash, or other
securities or property) received in the Change in Control by holders of Common
Stock for each Share held on the effective date of the transaction (and if
holders were offered a choice of consideration, the type of consideration chosen
by the holders of a majority of the outstanding Shares); provided, however, that
if such consideration received in the Change in Control is not solely common
stock of the successor corporation or its Parent, the Administrator may, with
the consent of the successor corporation, provide for the consideration to be
received upon the exercise of the Option or SAR, for each share of Awarded Stock
subject to the Option or SAR, to be solely common stock of the successor
corporation or its Parent equal in fair market value to the per share
consideration received by holders of Common Stock in the Change in Control.
Notwithstanding anything herein to the contrary, an Award that vests, is earned,
or is paid-out upon the satisfaction of one or more performance goals will not
be considered assumed if the Company or its successor modifies any of such
performance goals without the Participant's consent; provided, however, a
modification to such performance goals only to reflect the successor
corporation's post-Change in Control corporate structure will not be deemed to
invalidate an otherwise valid Award assumption.

               (ii) Restricted Stock, Performance Shares, Performance Units,
Restricted Stock Units and Other Stock Based Awards. In the event of a Change in
Control, each outstanding Award of Restricted Stock, Performance Share,
Performance Unit, Other Stock Based Award and Restricted Stock Unit shall be
assumed or an equivalent Restricted Stock, Performance Share, Performance Unit,
Other Stock Based Award and Restricted Stock Unit


                                       15

<PAGE>

award substituted by the successor corporation or a Parent or Subsidiary of the
successor corporation. Unless determined otherwise by the Administrator, in the
event that the successor corporation refuses to assume or substitute for the
Award, the Participant shall fully vest in the Award including as to
Shares/Units that would not otherwise be vested, all applicable restrictions
will lapse, and all performance objectives and other vesting criteria will be
deemed achieved at targeted levels. For the purposes of this paragraph, an Award
of Restricted Stock, Performance Shares, Performance Units, Other Stock Based
Awards and Restricted Stock Units shall be considered assumed if, following the
Change in Control, the award confers the right to purchase or receive, for each
Share subject to the Award immediately prior to the Change in Control (and if a
Restricted Stock Unit or Performance Unit, for each Share as determined based on
the then current value of the unit), the consideration (whether stock, cash, or
other securities or property) received in the Change in Control by holders of
Common Stock for each Share held on the effective date of the transaction (and
if holders were offered a choice of consideration, the type of consideration
chosen by the holders of a majority of the outstanding Shares); provided,
however, that if such consideration received in the Change in Control is not
solely common stock of the successor corporation or its Parent, the
Administrator may, with the consent of the successor corporation, provide that
the consideration to be received for each Share (and if a Restricted Stock Unit
or Performance Unit, for each Share as determined based on the then current
value of the unit) be solely common stock of the successor corporation or its
Parent equal in fair market value to the per share consideration received by
holders of Common Stock in the Change in Control. Notwithstanding anything
herein to the contrary, an Award that vests, is earned, or is paid-out upon the
satisfaction of one or more performance goals will not be considered assumed if
the Company or its successor modifies any of the performance goals without the
Participant's consent; provided, however, a modification to the performance
goals only to reflect the successor corporation's post-Change in Control
corporate structure will not be deemed to invalidate an otherwise valid Award
assumption.

               (iii) Outside Director Awards. Notwithstanding any provision of
Section 15(c)(i) or 15(c)(ii) to the contrary, with respect to Awards granted to
an Outside Director that are assumed or substituted for, if on the date of or
following the assumption or substitution the Participant's status as a Director
or a director of the successor corporation, as applicable, is terminated other
than upon a voluntary resignation by the Participant, then the Participant shall
fully vest in and have the right to exercise his or her Options and Stock
Appreciation Rights as to all of the Awarded Stock, including Shares as to which
such Awards would not otherwise be vested or exercisable, all restrictions on
Restricted Stock and Restricted Stock Units, as applicable, will lapse, and,
with respect to Performance Shares, Performance Units, and Other Stock Based
Awards, all performance goals and other vesting criteria will be deemed achieved
at target levels and all other terms and conditions met.

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

     17. Term of Plan. Subject to Section 22 of the Plan, the Plan will become
effective upon its adoption by the Board. It will continue in effect for a term
of ten (10) years unless terminated earlier under Section 18 of the Plan.


                                       16

<PAGE>

     18. Amendment and Termination of the Plan.

          (a) Amendment and Termination. The Board may at any time amend, alter,
suspend or terminate the Plan.

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

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

     19. Conditions Upon Issuance of Shares.

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

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

     20. Severability. Notwithstanding any contrary provision of the Plan or an
Award to the contrary, if any one or more of the provisions (or any part
thereof) of this Plan or the Awards shall be held invalid, illegal, or
unenforceable in any respect, such provision shall be modified so as to make it
valid, legal, and enforceable, and the validity, legality, and enforceability of
the remaining provisions (or any part thereof) of the Plan or Award, as
applicable, shall not in any way be affected or impaired thereby.

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

     22. Stockholder Approval. The Plan will be subject to approval by the
stockholders of the Company within twelve (12) months after the date the Plan is
adopted. Such stockholder approval will be obtained in the manner and to the
degree required under Applicable Laws.


                                       17