Unassociated Document


     

    2001
      STOCK OPTION AND INCENTIVE PLAN 

     

    RateXchange
      Corporation, a Delaware corporation (the "Company"), sets forth herein the
      terms
      of its 2001 Stock Option and Incentive Plan (the "Plan") as follows:


    


    1.
      PURPOSE 

    


    The
      Plan
      is intended to enhance the Company's and its subsidiaries' (as defined herein)
      ability to attract and retain highly qualified officers, directors, key
      employees, and other persons, and to motivate such officers, directors, key
      employees, and other persons to serve the Company and its affiliates and to
      expend maximum effort to improve the business results and earnings of the
      Company, by providing to such officers, key employees and other persons an
      opportunity to acquire or increase a direct proprietary interest in the
      operations and future success of the Company. To this end, the Plan provides
      for
      the grant of stock options, restricted stock and restricted stock units in
      accordance with the terms hereof. Stock options granted under the Plan may
      be
      non-qualified stock options or incentive stock options, as provided herein.
      

    


    2.
      DEFINITIONS 

    


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

    


    
      	
            	2.1	
              "Affiliate"
                of, or person "affiliated" with, a person means any company or other
                trade
                or business that controls, is controlled by or is under common control
                with such person within the meaning of Rule 405 of Regulation C under
                the
                Securities Act, including, without limitation, any Subsidiary.
                

            


    

    


    
      	
            	2.2	
              "Award
                Agreement" means the stock option agreement, restricted stock agreement,
                restricted stock unit agreement or other written agreement between
                the
                Company and a Grantee that evidences and sets out the terms and conditions
                of a Grant. 

            


    

    


    
      	
            	2.3	
              "Benefit
                Arrangement" shall have the meaning set forth in Section 14 hereof.
                

            


    

    


    
      	
            	2.4	
              "Board"
                means the Board of Directors of the Company.


            


    

    


    
      	
            	2.5	
              "Change
                of Control" means (i) the dissolution or liquidation of the Company
                or a
                merger, consolidation, or reorganization of the Company with one
                or more
                other entities in which the Company is not the surviving entity,
                (ii) a
                sale of substantially all of the assets of the Company to another
                entity,
                or (iii) any transaction (including without limitation a merger or
                reorganization in which the Company is the surviving entity) which
                results
                in any person or entity (other than persons who are stockholders
                or
                affiliates of the Company at the time the Plan is approved by the
                Company's stockholders) owning 80% or more of the combined voting
                power of
                all classes of stock of the Company.


            


    

    


    
      	
            	2.6	
              "Code"
                means the Internal Revenue Code of 1986, as now in effect or as hereafter
                amended. 

            


    

    


    
      	
            	2.7	
              "Committee"
                means a committee of, and designated from time to time by resolution
                of,
                the Board. 

            


    

    


    
      	
            	2.8	
              "Company"
                means RateXchange Corporation. 

            


    

    


    
      	
            	2.9	
              "Effective
                Date" means April 30, 2001, the date the Plan was approved by the
                Board.
                

            


    

     

    
      	
            	2.10	
              "Exchange
                Act" means the Securities Exchange Act of 1934, as now in effect
                or as
                hereafter amended. 

            


    

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    
      	
            	2.11	
              "Fair
                Market Value" means the closing price of the Stock on the OTC Bulletin
                Board, the American Stock Exchange or the Nasdaq Stock Market on
                the Grant
                Date or such other determination date (or if there is no such reported
                closing price, the Fair Market Value shall be the mean between the
                highest
                bid and lowest asked prices or between the high and low sale prices
                on
                such trading day) or, if no sale of Stock is reported for such trading
                day, on the next preceding day on which any sale shall have been
                reported.
                

            


    

     

    
      
        	
              	2.12	
                "Family
                  Member" means a person who is a spouse, child, stepchild, grandchild,
                  parent, stepparent, grandparent, sibling, niece, nephew, mother-in-law,
                  father-in-law, son-in-law, daughter-in-law, brother-in-law, or
                  sister-in-law, including adoptive relationships, of the Grantee,
                  any
                  person sharing the Grantee's household (other than a tenant or
                  employee),
                  a trust in which these persons have more than fifty percent of
                  the
                  beneficial interest, a foundation in which these persons (or the
                  Grantee)
                  control the management of assets, and any other entity in which
                  these
                  persons (or the Grantee) own more than fifty percent of the voting
                  interests. 

              


      

       

      
        	
              	2.13	
                "Grant"
                  means an award of an Option, Restricted Stock or Restricted Stock
                  Unit
                  under the Plan. 

              


      

       

      
        	
              	2.14	
                "Grant
                  Date" means, as determined by the Board or authorized Committee,
                  (i) the
                  date as of which the Board or such Committee approves a Grant,
                  (ii) the
                  date on which the recipient of a Grant first becomes eligible to
                  receive a
                  Grant under Section 6 hereof, or (iii) such other date as may be
                  specified
                  by the Board or such Committee. 

              


      

       

      
        	
              	2.15	
                "Grantee"
                  means a person who receives or holds an Option, Restricted Stock
                  or
                  Restricted Stock Unit under the Plan.


              


      

       

      
        	
              	2.16	
                "Incentive
                  Stock Option" means an "incentive stock option" within the meaning
                  of
                  Section 422 of the Code, or the corresponding provision of any
                  subsequently enacted tax statute, as amended from time to time.
                  

              


      

       

      
        	
              	2.17	
                "Option"
                  means an option to purchase one or more shares of Stock pursuant
                  to the
                  Plan. 

              


      

       

      
        	
              	2.18	
                "Option
                  Period" means the period during which Options may be exercised
                  as set
                  forth in Section 10 hereof. 

              


      

       

      
        	
              	2.19	
                "Option
                  Price" means the purchase price for each share of Stock subject
                  to an
                  Option. 

              


      

       

      
        	
              	2.20	
                "Other
                  Agreement" shall have the meaning set forth in Section 14 hereof.
                  

              


      

       

      
        	
              	2.21	
                "Plan"
                  means this 2001 Stock Option and Incentive Plan.
                  

              


      

       

      
        	
              	2.22	
                "Reporting
                  Person" means a person who is required to file reports under Section
                  16(a)
                  of the Exchange Act. 

              


      

       

      
        	
              	2.23	
                "Restricted
                  Period" means the period during which Restricted Stock or Restricted
                  Stock
                  Units are subject to restrictions or conditions pursuant to Section
                  12.2
                  hereof. 

              


      

       

      
        	
              	2.24	
                "Restricted
                  Stock" means shares of Stock, awarded to a Grantee pursuant to
                  Section 12
                  hereof, that are subject to restrictions and to a risk of forfeiture.
                  

              


      

       

      
        	
              	2.25	
                "Restricted
                  Stock Unit" means a unit awarded to a Grantee pursuant to Section
                  12
                  hereof, which represents a conditional right to receive a share
                  of Stock
                  in the future, and which is subject to restrictions and to a risk
                  of
                  forfeiture. 

              


      

       

      
        	
              	2.26	
                "Securities
                  Act" means the Securities Act of 1933, as now in effect or as hereafter
                  amended. 

              


      

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      
        
          	
                	2.27	
                  "Stock"
                    means the common stock of the Company.


                


        

         

        
          	
                	2.28	
                  "Subsidiary"
                    means any "subsidiary corporation" of the Company within the
                    meaning of
                    Section 424(f) of the Code. 

                


        

         

        3.
          ADMINISTRATION OF THE PLAN 

         

        3.1
          Board. 

         

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

         

        3.2
          Committee. 

         

        The
          Board
          from time to time may delegate to a Committee such powers and authorities
          related to the administration and implementation of the Plan, as set forth
          in
          Section 3.1 above and in other applicable provisions, as the Board shall
          determine, consistent with the certificate of incorporation and by-laws
          of the
          Company and applicable law. In the event that the Plan, any Grant or any
          Award
          Agreement entered into hereunder provides for any action to be taken by
          or
          determination to be made by the Board, such action may be taken by or such
          determination may be made by the Committee if the power and authority to
          do so
          has been delegated to the Committee by the Board as provided for in this
          Section. Unless otherwise expressly determined by the Board, any such action
          or
          determination by the Committee shall be final, binding and conclusive.
          

         

        3.3
          Grants. 

         

        Subject
          to the other terms and conditions of the Plan, the Board shall have full
          and
          final authority (i) to designate Grantees, (ii) to determine the type or
          types
          of Grant to be made to a Grantee, (iii) to determine the number of shares
          of
          Stock to be subject to a Grant, (iv) to establish the terms and conditions
          of
          each Grant (including, but not limited to, the exercise price of any Option,
          the
          nature and duration of any restriction or condition (or provision for lapse
          thereof) relating to the vesting, exercise, transfer, or forfeiture of
          a Grant
          or the shares of Stock subject thereto, and any terms or conditions that
          may be
          necessary to qualify Options as Incentive Stock Options), (v) to prescribe
          the
          form of each Award Agreement evidencing a Grant, and (vi) to amend, modify,
          or
          supplement the terms of any outstanding Grant. Such authority specifically
          includes the authority, in order to effectuate the purposes of the Plan
          but
          without amending the Plan, to modify Grants to eligible individuals who
          are
          foreign nationals or are individuals who are employed outside the United
          States
          to recognize differences in local law, tax policy, or custom. As a condition
          to
          any Grant, the Board shall have the right, at its discretion, to require
          Grantees to return to the Company Grants previously awarded under the Plan.
          Subject to the terms and conditions of the Plan, any such subsequent Grant
          shall
          be upon such terms and conditions as are specified by the Board at the
          time the
          new Grant is made. The Company may retain the right in an Award Agreement
          to
          cause a forfeiture of the gain realized by a Grantee on account of actions
          taken
          by the Grantee in violation or breach of or in conflict with any non-competition
          agreement, any agreement prohibiting solicitation of employees or clients
          of the
          Company or any affiliate thereof or any confidentiality obligation with
          respect
          to the Company or any affiliate thereof or otherwise in competition with
          the
          Company, to the extent specified in such Award Agreement applicable to
          the
          Grantee. Furthermore, the Company may annul a Grant if the Grantee is an
          employee of the Company or an affiliate thereof and is terminated "for
          cause" as
          defined in the applicable Award Agreement. The Board may permit or require
          the
          deferral of any award payment, subject to such rules and procedures as
          it may
          establish, which may include provisions for the payment or crediting of
          interest
          or dividend equivalents, including converting such credits into deferred
          Stock
          equivalents. 

         

        
          
            
            

          

          
            3

            
              

            

          

          
            
            

          

        


        3.4
          No
          Liability. 

         

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

         

        4.
          STOCK
          SUBJECT TO THE PLAN 

         

        Subject
          to adjustment as provided in Section 17 hereof, the number of shares of
          Stock
          available for issuance under the Plan shall be five million (5,000,000).
          Stock
          issued or to be issued under the Plan shall be authorized but unissued
          shares.
          If any shares covered by a Grant are not purchased or are forfeited, or
          if a
          Grant otherwise terminates without delivery of any Stock subject thereto,
          then
          the number of shares of Stock counted against the aggregate number of shares
          available under the Plan with respect to such Grant shall, to the extent
          of any
          such forfeiture or termination, again be available for making Grants under
          the
          Plan. 

         

        5.
          EFFECTIVE DATE AND TERM OF THE PLAN 

         

        5.1
          Effective Date. 

         

        The
          Plan
          shall be effective as of the Effective Date, subject to approval of the
          Plan
          within one year of the Effective Date, by the stockholders of the Company
          in
          accordance with Section 422(b) of the Code and the regulations thereunder.
          Upon
          approval of the Plan by the stockholders of the Company as set forth above,
          all
          Grants made under the Plan on or after the Effective Date shall be fully
          effective as if the stockholders of the Company had approved the Plan on
          the
          Effective Date. If the stockholders fail to approve the Plan within one
          year
          after the Effective Date, any Grants made hereunder shall be null and void
          and
          of no effect. 

         

        5.2
          Term.


         

        The
          Plan
          shall terminate on the tenth anniversary of the Effective Date. 

         

        6.
          OPTION
          GRANTS 

         

        6.1
          Employees or Consultants. 

         

        Grants
          (including Grants of Incentive Stock Options, subject to Section 7.1) may
          be
          made under the Plan to any employee, officer or director of, or any consultant
          or advisor to, the Company or any Subsidiary, as the Board shall determine
          and
          designate from time to time. 

         

        6.2
          Successive Grants. 

         

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

         

        7.
          LIMITATIONS ON GRANTS 

         

        7.1
          Limitations on Incentive Stock Options. 

         

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

         

         

        
          
            
            

          

          
            4

            
              

            

          

          
            
            

          

        

      

    

     

    
      7.2
        Limitation on Shares of Stock Subject to Grants. 

       

      The
        maximum number of shares of Stock subject to Options that can be awarded
        under
        the Plan to any person eligible for a Grant under Section 6 hereof is one
        million (1,000,000) per year. 

       

      8.
        AWARD
        AGREEMENT 

       

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

       

      9.
        OPTION
        PRICE 

       

      The
        Option Price of each Option shall be fixed by the Board and stated in the
        Award
        Agreement evidencing such Option. In the case of an Incentive Stock Option
        the
        Option Price shall be the Fair Market Value on the Grant Date of a share
        of
        Stock; provided, however, that in the event that a Grantee would otherwise
        be
        ineligible to receive an Incentive Stock Option by reason of the provisions
        of
        Sections 422(b)(6) and 424(d) of the Code (relating to ownership of more
        than
        ten percent of the Company's outstanding shares of Stock), the Option Price
        of
        an Option granted to such Grantee that is intended to be an Incentive Stock
        Option shall be not less than the greater of the par value or 110 percent
        of the
        Fair Market Value of a share of Stock on the Grant Date. In no case shall
        the
        Option Price of any Option be less than the par value of a share of Stock.
        

        

      10.
        VESTING, TERM AND EXERCISE OF OPTIONS 

       

      10.1
        Vesting and Option Period. 

       

      Subject
        to Sections 10.2 and 17.3 hereof, each Option granted under the Plan shall
        become exercisable at such times and under such conditions as shall be
        determined by the Board and stated in the Award Agreement. For purposes of
        this
        Section 10.1, fractional numbers of shares of Stock subject to an Option
        shall
        be rounded down to the next nearest whole number. The period during which
        any
        Option shall be exercisable shall constitute the "Option Period" with respect
        to
        such Option. 

       

      10.2
        Term. 

       

      Each
        Option granted under the Plan shall terminate, and all rights to purchase
        shares
        of Stock thereunder shall cease, upon the expiration of ten years from the
        date
        such Option is granted, or under such circumstances and on such date prior
        thereto as is set forth in the Plan or as may be fixed by the Board and stated
        in the Award Agreement relating to such Option; provided, however, that in
        the
        event that the Grantee would otherwise be ineligible to receive an Incentive
        Stock Option by reason of the provisions of Sections 422(b)(6) and 424(d)
        of the
        Code (relating to ownership of more than ten percent of the outstanding shares
        of Stock), an Option granted to such Grantee that is intended to be an Incentive
        Stock Option shall not be exercisable after the expiration of five years
        from
        its Grant Date. 

       

      10.3
        Acceleration. 

       

      Any
        limitation on the exercise of an Option contained in any Award Agreement
        may be
        rescinded, modified or waived by the Board, in its sole discretion, at any
        time
        and from time to time after the Grant Date of such Option, so as to accelerate
        the time at which the Option may be exercised. Notwithstanding any other
        provision of the Plan, no Option shall be exercisable in whole or in part
        prior
        to the date the Plan is approved by the stockholders of the Company as provided
        in Section 5.1 hereof. 

       

      10.4
        Termination of Employment or Other Relationship. 

       

      Unless
        otherwise provided by the Board, upon the termination of a Grantee's employment
        or other relationship with the Company or any Subsidiary other than by reason
        of
        death or "permanent and total disability" (within the meaning of Section
        22(e)(3) of the Code), any Option or portion thereof held by such Grantee
        that
        has not vested in accordance with the provisions of Section 10.1 hereof shall
        terminate immediately, and any Option or portion thereof that has vested
        in
        accordance with the provisions of Section 10.1 hereof but has not been exercised
        shall terminate at the close of business on the 90th day following the Grantee's
        termination of employment or other relationship (or, if such 90th day is
        a
        Saturday, Sunday or holiday, at the close of business on the next preceding
        day
        that is not a Saturday, Sunday or holiday). Upon termination of an Option
        or
        portion thereof, the Grantee shall have no further right to purchase shares
        of
        Stock pursuant to such Option or portion thereof. Whether a termination of
        employment or other relationship shall have occurred for purposes of the
        Plan
        shall be determined by the Board, which determination shall be final and
        conclusive. For purposes of the Plan, a termination of employment, service
        or
        other relationship shall not be deemed to occur if the Grantee is immediately
        thereafter a director of the Company or an affiliate.

    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      10.5
        Rights in the Event of Death. 

       

      Unless
        otherwise provided by the Board, if a Grantee dies while employed by or
        providing services to the Company or Subsidiary, all Options granted to such
        Grantee shall fully vest on the date of death, and the executors or
        administrators or legatees or distributees of such Grantee's estate shall
        have
        the right, at any time within one year after the date of such Grantee's death
        and prior to termination of the Option pursuant to Section 10.2 above, to
        exercise any Option held by such Grantee at the date of such Grantee's death.
        

       

      10.6
        Rights in the Event of Disability. 

       

      Unless
        otherwise provided by the Board, if a Grantee's employment or other relationship
        with the Company or Subsidiary is terminated by reason of the "permanent
        and
        total disability" (within the meaning of Section 22(e)(3) of the Code) of
        such
        Grantee, all Options granted to such Grantee shall fully vest on the date
        of
        permanent and total disability, and the Grantee shall have the right, at
        any
        time within one year after the date of such Grantee's permanent and total
        disability and prior to termination of the Option pursuant to Section 10.2
        above, to exercise any Option held by such Grantee. Whether a termination
        of
        employment or service is to be considered by reason of "permanent and total
        disability" for purposes of the Plan shall be determined by the Board, which
        determination shall be final and conclusive. 

       

      10.7
        Limitations on Exercise of Option. 

       

      Notwithstanding
        any other provision of the Plan, in no event may any Option be exercised,
        in
        whole or in part, prior to the date the Plan is approved by the stockholders
        of
        the Company as provided herein, or after ten years following the date upon
        which
        the Option is granted, or after the occurrence of an event referred to in
        Section 17 hereof which results in termination of the Option. 

       

      10.8
        Method of Exercise. 

       

      An
        Option
        that is exercisable may be exercised by the Grantee's delivery to the Company
        of
        written notice of exercise on any business day, at the Company's principal
        office, addressed to the attention of the Board. Such notice shall specify
        the
        number of shares of Stock with respect to which the Option is being exercised
        and shall be accompanied by payment in full of the Option Price of the shares
        for which the Option is being exercised. The minimum number of shares of
        Stock
        with respect to which an Option may be exercised, in whole or in part, at
        any
        time shall be the lesser of (i) 100 shares or such lesser number set forth
        in
        the applicable Award Agreement and (ii) the maximum number of shares available
        for purchase under the Option at the time of exercise. Payment of the Option
        Price for the shares purchased pursuant to the exercise of an Option shall
        be
        made (i) in cash or in cash equivalents acceptable to the Company; (ii) to
        the
        extent permitted by law and at the Board's discretion, through the tender
        to the
        Company of shares of Stock, which shares, if acquired from the Company, shall
        have been held for at least six months at the time of tender and which shall
        be
        valued, for purposes of determining the extent to which the Option Price
        has
        been paid thereby, at their Fair Market Value on the date of exercise; or
        (iii)
        to the extent permitted by law and at the Board's discretion, by a combination
        of the methods described in (i) and (ii). In addition and unless the Board
        provides otherwise in the Award Agreement, payment in full of the Option
        Price
        need not accompany the written notice of exercise provided that the notice
        of
        exercise directs that the certificate or certificates for the shares of Stock
        for which the Option is exercised be delivered to a licensed broker acceptable
        to the Company as the agent for the individual exercising the Option and,
        at the
        time such certificate or
        certificates are delivered, the broker tenders to the Company cash (or cash
        equivalents acceptable to the Company) equal to the Option Price for the
        shares
        of Stock purchased pursuant to the exercise of the Option plus the amount
        (if
        any) of federal and/or other taxes which the Company may in its judgment,
        be
        required to withhold with respect to the exercise of the Option. An attempt
        to
        exercise any Option granted hereunder other than as set forth above shall
        be
        invalid and of no force and effect. Unless otherwise stated in the applicable
        Award Agreement, an individual holding or exercising an Option shall have
        none
        of the rights of a shareholder (for example, the right to receive cash or
        dividend payments or distributions attributable to the subject shares of
        Stock
        or to direct the voting of the subject shares of Stock) until the shares
        of
        Stock covered thereby are fully paid and issued to such individual. Except
        as
        provided in Section 17 hereof, no adjustment shall be made for dividends,
        distributions or other rights for which the record date is prior to the date
        of
        such issuance. 

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      10.9
        Delivery of Stock Certificates. 

       

      Promptly
        after the exercise of an Option by a Grantee and the payment in full of the
        Option Price, such Grantee shall be entitled to the issuance of a stock
        certificate or certificates evidencing such Grantee's ownership of the shares
        of
        Stock subject to the Option. 

       

      11.
        TRANSFERABILITY OF OPTIONS 

       

      11.1
        Transferability of Options 

       

      Except
        as
        provided in Section 11.2, during the lifetime of a Grantee, only the Grantee
        (or, in the event of legal incapacity or incompetence, the Grantee's guardian
        or
        legal representative) may exercise an Option. Except as provided in Section
        11.2, no Option shall be assignable or transferable by the Grantee to whom
        it is
        granted, other than by will or the laws of descent and distribution.


       

      11.2
        Transfers. 

       

      If
        authorized in the applicable Award Agreement, a Grantee may transfer, not
        for
        value, all or part of an Option which is not an Incentive Stock Option to
        any
        Family Member. For the purpose of this Section 11.2, a "not for value" transfer
        is a transfer which is (i) a gift, (ii) a transfer under a domestic relations
        order in settlement of marital property rights; or (iii) a transfer to an
        entity
        in which more than fifty percent of the voting interests are owned by Family
        Members (or the Grantee) in exchange for an interest in that entity. Following
        a
        transfer under this Section 11.2, any such Option shall continue to be subject
        to the same terms and conditions as were applicable immediately prior to
        transfer. Subsequent transfers of transferred Options are prohibited except
        to
        Family Members of the original Grantee in accordance with this Section 11.2
        or
        by will or the laws of descent and distribution. The events of termination
        of
        employment or other relationship of Section 10.4 hereof shall continue to
        be
        applied with respect to the original Grantee, following which the Option
        shall
        be exercisable by the transferee only to the extent, and for the periods
        specified in Sections 10.4, 10.5, or 10.6. 

       

      12.
        RESTRICTED STOCK AND RESTRICTED STOCK UNITS 

       

      12.1
        Grant of Restricted Stock or Restricted Stock Units. 

       

      The
        Board
        may from time to time grant Restricted Stock or Restricted Stock Units to
        persons eligible to receive Grants under Section 6 hereof, subject to such
        restrictions, conditions and other terms as the Board may determine.


       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      
        12.2
          Restrictions. 

         

        At
          the
          time a Grant of Restricted Stock or Restricted Stock Units is made, the
          Board
          shall establish a period of time (the "Restricted Period") applicable to
          such
          Restricted Stock or Restricted Stock Units. Each Grant of Restricted Stock
          or
          Restricted Stock Units may be subject to a different Restricted Period.
          The
          Board may, in its sole discretion, at the time a Grant of Restricted Stock
          or
          Restricted Stock Units is made, prescribe restrictions in addition to or
          other
          than the expiration of the Restricted Period, including the satisfaction
          of
          corporate or individual performance objectives, which may be applicable
          to all
          or any portion of the Restricted Stock or Restricted Stock Units. Such
          performance objectives shall be established in writing by the Board prior
          to the
          ninetieth day of the year in which the Grant is made and while the outcome
          is
          substantially uncertain. Performance objectives shall be based on a number
          of
          factors including, but not limited to, Stock price, market share, sales,
          earnings per share, return on equity or costs. Performance objectives may
          include positive results, maintaining the status quo or limiting economic
          losses. Subject to the fourth sentence of this Section 12.2, the Board
          also may,
          in its sole discretion, shorten or terminate the Restricted Period or waive
          any
          other restrictions applicable to all or a portion of the Restricted Stock
          or
          Restricted Stock Units. Neither Restricted Stock nor Restricted Stock Units
          may
          be sold, transferred, assigned, pledged or otherwise encumbered or disposed
          of
          during the Restricted Period or prior to the satisfaction of any other
          restrictions prescribed by the Board with respect to such Restricted Stock
          or
          Restricted Stock Units. 

         

        12.3
          Restricted Stock Certificates. 

         

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

         

        12.4
          Rights of Holders of Restricted Stock. 

         

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

         

        12.5
          Rights of Holders of Restricted Stock Units. 

         

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

         

        12.6
          Termination of Employment or Other Relationship. 

         

        Unless
          otherwise provided by the Board, upon the termination of a Grantee's employment
          or other relationship with the Company or Subsidiary other than by reason
          of
          death or "permanent and total disability" (within the meaning of Section
          22(e)(3) of the Code), any shares of Restricted Stock or Restricted Stock
          Units
          held by such Grantee that have not vested, or with respect to which all
          applicable restrictions and conditions have not lapsed, shall immediately
          be
          deemed forfeited. Upon forfeiture of Restricted Stock or Restricted Stock
          Units,
          the Grantee shall have no further rights with respect to such Grant, including
          but not limited to any right to vote Restricted Stock or any right to receive
          dividends with respect to shares of Restricted Stock or Restricted Stock
          Units.
          Whether a termination of employment or other relationship shall have occurred
          for purposes of the Plan shall be determined by the Board, which determination
          shall be final and conclusive. For purposes of the Plan, a termination
          of
          employment, service or other relationship shall not be deemed to occur
          if the
          Grantee is immediately thereafter a director of the Company or an affiliate.
          

         

        
          
            
            

          

          
            8

            
              

            

          

          
            
            

          

        

         

        12.7
          Rights in the Event of Death. 

         

        Unless
          otherwise provided by the Board, if a Grantee dies while employed by the
          Company
          or Subsidiary, all Restricted Stock or Restricted Stock Units granted to
          such
          Grantee shall fully vest on the date of death, and the shares of Stock
          represented thereby shall be deliverable in accordance with the terms of
          the
          Plan to the executors, administrators, legatees or distributees of the
          Grantee's
          estate. 

         

        12.8
          Rights in the Event of Disability. 

         

        Unless
          otherwise provided by the Board, if a Grantee's employment or other relationship
          with the Company or Subsidiary is terminated by reason of the "permanent
          and
          total disability" (within the meaning of Section 22(e)(3) of the Code)
          of such
          Grantee, such Grantee's Restricted Stock or Restricted Stock Units shall
          continue to vest in accordance with the applicable Award Agreement for
          a period
          of one year after such termination of employment or service, subject to
          the
          earlier forfeiture of such Restricted Stock or Restricted Stock Units in
          accordance with the terms of the applicable Award Agreement. Whether a
          termination of employment or service is to be considered by reason of "permanent
          and total disability" for purposes of the Plan shall be determined by the
          Board,
          which determination shall be final and conclusive. 

         

        12.9
          Delivery of Stock and Payment Therefor. 

         

        Upon
          the
          expiration or termination of the Restricted Period and the satisfaction
          of any
          other conditions prescribed by the Board, the restrictions applicable to
          shares
          of Restricted Stock or Restricted Stock Units shall lapse, and, unless
          otherwise
          provided in the Award Agreement, upon payment by the Grantee to the Company,
          in
          cash or by check, of the greater of (i) the aggregate par value of the
          shares of
          Stock represented by such Restricted Stock or Restricted Stock Units or
          (ii) the
          purchase price, if any, specified in the Award agreement relating to such
          Restricted Stock or Restricted Stock Units, a stock certificate for such
          shares
          shall be delivered, free of all such restrictions, to the Grantee or the
          Grantee's beneficiary or estate, as the case may be. 

         

        13.
          CERTAIN PROVISIONS APPLICABLE TO AWARDS 

         

        13.1
          Stand-Alone, Additional, Tandem, and Substitute Grants 

         

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

         

        13.2
          Term
          of Grant. 

         

        The
          term
          of each Grant shall be for such period as may be determined by the Board;
          provided that in no event shall the term of any Option exceed a period
          of ten
          years (or such shorter term as may be required in respect of an Incentive
          Stock
          Option under Section 422 of the Code). 

         

        
          
            
            

          

          
            9

            
              

            

          

          
            
            

          

        

         

        13.3
          Form
          and Timing of Payment Under Grants; Deferrals. 

         

        Subject
          to the terms of the Plan and any applicable Award Agreement, payments to
          be made
          by the Company or an affiliate upon the exercise of an Option or other
          Grant may
          be made in such forms as the Board shall determine, including, without
          limitation, cash, Stock, other Grants or other property, and may be made
          in a
          single payment or transfer, in installments, or on a deferred basis. The
          settlement of any Grant may be accelerated, and cash paid in lieu of Stock
          in
          connection with such settlement, in the discretion of the Board or upon
          occurrence of one or more specified events. Installment or deferred payments
          may
          be required by the Board or permitted at the election of the Grantee on
          terms
          and conditions established by the Board. Payments may include, without
          limitation, provisions for the payment or crediting of a reasonable interest
          rate on installment or deferred payments or the grant or crediting of dividend
          equivalents or other amounts in respect of installment or deferred payments
          denominated in Stock. 

         

        14.
          PARACHUTE LIMITATIONS 

         

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

         

        15.
          REQUIREMENTS OF LAW 

         

        15.1
          General. 

         

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

         

        
          
            
            

          

          
            10

            
              

            

          

          
            
            

          

        

      

    

     

    
      15.2
        Rule
        16b-3. 

       

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

       

      16.
        AMENDMENT AND TERMINATION OF THE PLAN 

       

      The
        Board
        may, at any time and from time to time, amend, suspend or terminate the Plan
        as
        to any shares of Stock as to which Grants have not been made; provided, however,
        that the Board shall not, without approval of the Company's stockholders,
        amend
        the Plan such that it does not comply with the Code. Except as permitted
        under
        this Section 16 or Section 17 hereof, no amendment, suspension or termination
        of
        the Plan shall, without the consent of the Grantee, alter or impair rights
        or
        obligations under any Grant theretofore awarded under the Plan. 

       

      17.
        EFFECT OF CHANGES IN CAPITALIZATION 

       

      17.1
        Changes in Stock. 

       

      If
        the
        number of outstanding shares of Stock is increased or decreased or the shares
        of
        Stock are changed into or exchanged for a different number or kind of shares
        or
        other securities of the Company on account of any recapitalization,
        reclassification, stock split, reverse split, combination of shares, exchange
        of
        shares, stock dividend or other distribution payable in capital stock, or
        other
        increase or decrease in such shares effected without receipt of consideration
        by
        the Company occurring after the Effective Date, the number and kinds of shares
        for which Grants of Options, Restricted Stock and Restricted Stock Units
        may be
        made under the Plan shall be adjusted proportionately and accordingly by
        the
        Company. In addition, the number and kind of shares for which Grants are
        outstanding shall be adjusted proportionately and accordingly so that the
        proportionate interest of the Grantee immediately following such event shall
        be,
        to the extent practicable, the same as immediately before such event. Any
        such
        adjustment in outstanding Options shall not change the aggregate Option Price
        payable with respect to shares that are subject to the unexercised portion
        of an
        Option outstanding but shall include a corresponding proportionate adjustment
        in
        the Option Price per share. The conversion of any convertible securities
        of the
        Company shall not be treated as an increase in shares effected without receipt
        of consideration. 

       

      17.2
        Reorganization in Which the Company Is the Surviving Entity and in Which
        No
        Change of Control Occurs. 

       

      Subject
        to Section 17.3 hereof, if the Company shall be the surviving entity in any
        reorganization, merger or consolidation of the Company with one or more other
        entities and in which no Change of Control occurs, any Option theretofore
        granted pursuant to the Plan shall pertain to and apply to the securities
        to
        which a holder of the number of shares of Stock subject to such Option would
        have been entitled immediately following such reorganization, merger or
        consolidation, with a corresponding proportionate adjustment of the Option
        Price
        per share so that the aggregate Option Price thereafter shall be the same
        as the
        aggregate Option Price of the shares remaining subject to the Option immediately
        prior to such reorganization, merger or consolidation. Subject to any contrary
        language in an Award Agreement evidencing a Grant of Restricted Stock, any
        restrictions applicable to such Restricted Stock shall apply as well to any
        replacement shares received by the Grantee as a result of the reorganization,
        merger or consolidation. 

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

      17.3
        Reorganization, Sale of Assets or Sale of Stock Which Involves a Change of
        Control. 

       

      Subject
        to the exceptions set forth in the last sentence of this Section 17.3, (i)
        upon
        the occurrence of a Change of Control, all outstanding shares of Restricted
        Stock and Restricted Stock Units shall be deemed to have vested, and all
        restrictions and conditions applicable to such shares of Restricted Stock
        and
        Restricted Stock Units shall be deemed to have lapsed, immediately prior
        to the
        occurrence of such Change of Control, and (ii) fifteen days prior to the
        scheduled consummation of a Change of Control, all Options outstanding hereunder
        shall become immediately exercisable and shall remain exercisable for a period
        of fifteen days. Any exercise of an Option during such fifteen-day period
        shall
        be conditioned upon the consummation of the event and shall be effective
        only
        immediately before the consummation of the event. Upon consummation of any
        Change of Control, the Plan and all outstanding but unexercised Options shall
        terminate. The Board shall send written notice of an event that will result
        in
        such a termination to all individuals who hold Options not later than the
        time
        at which the Company gives notice thereof to its stockholders. This Section
        17.3
        shall not apply to any Change of Control to the extent that (A) provision
        is
        made in writing in connection with such Change of Control for the assumption
        of
        the Options, Restricted Stock and Restricted Stock Units theretofore granted,
        or
        for the substitution for such Options, Restricted Stock and Restricted Stock
        Units of new options, restricted stock and restricted stock units covering
        the
        stock of a successor entity, or a parent or subsidiary thereof, with appropriate
        adjustments as to the number and kinds of shares or units and exercise prices,
        in which event the Plan and Options, Restricted Stock and Restricted Stock
        Units
        theretofore granted shall continue in the manner and under the terms so provided
        or (B) a majority of the full Board determines that such Change of Control
        shall
        not trigger application of the provisions of this Section 17.3. 

       

      17.4
        Adjustments. 

       

      Adjustments
        under this Section 17 related to shares of Stock or securities of the Company
        shall be made by the Board, whose determination in that respect shall be
        final,
        binding and conclusive. No fractional shares or other securities shall be
        issued
        pursuant to any such adjustment, and any fractions resulting from any such
        adjustment shall be eliminated in each case by rounding downward to the nearest
        whole share. 

       

      17.5
        No
        Limitations on Company. 

       

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

       

      18.
        DISCLAIMER OF RIGHTS 

       

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

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      


      19.
        NONEXCLUSIVITY OF THE PLAN 

       

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

       

      20.
        WITHHOLDING TAXES 

       

      The
        Company or any affiliate, as the case may be, shall have the right to deduct
        from payments of any kind otherwise due to a Grantee any Federal, state or
        local
        taxes of any kind required by law to be withheld with respect to the vesting
        of
        or other lapse of restrictions applicable to Restricted Stock or Restricted
        Stock Units or upon the issuance of any shares of Stock upon the exercise
        of an
        Option. At the time of such vesting, lapse or exercise, the Grantee shall
        pay to
        the Company or affiliate, as the case may be, any amount that the Company
        or
        affiliate may reasonably determine to be necessary to satisfy such withholding
        obligation. Subject to the prior approval of the Company or the affiliate,
        which
        may be withheld by the Company or the affiliate, as the case may be, in its
        sole
        discretion, the Grantee may elect to satisfy such obligations, in whole or
        in
        part, (i) by causing the Company or the affiliate to withhold shares of Stock
        otherwise issuable to the Grantee in an amount equal to the statutory
        withholding amount or (ii) by delivering to the Company or the affiliate
        shares
        of Stock already owned by the Grantee. The shares of Stock so delivered or
        withheld shall have an aggregate Fair Market Value equal to such withholding
        obligations. The Fair Market Value of the shares of Stock used to satisfy
        such
        withholding obligation shall be determined by the Company or the affiliate
        as of
        the date that the amount of tax to be withheld is to be determined. A Grantee
        who has made an election pursuant to this Section 20 may satisfy his or her
        withholding obligation only with shares of Stock that are not subject to
        any
        repurchase, forfeiture, unfulfilled vesting or other similar requirements.
        

       

      21.
        CAPTIONS 

       

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

       

      22.
        OTHER
        PROVISIONS 

       

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

       

      23.
        NUMBER AND GENDER 

       

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

       

      24.
        SEVERABILITY 

       

      If
        any
        provision of the Plan or any Award Agreement shall be determined to be illegal
        or unenforceable by any court of law in any jurisdiction, the remaining
        provisions hereof and thereof shall be severable and enforceable in accordance
        with their terms, and all provisions shall remain enforceable in any other
        jurisdiction. 

       

      25.
        POOLING 

       

      In
        the
        event any provision of the Plan or the Award Agreement would prevent the
        use of
        pooling of interests accounting in a corporate transaction involving the
        Company
        and such transaction is contingent upon pooling of interests accounting,
        then
        that provision shall be deemed amended or revoked to the extent required
        to
        preserve such pooling of interests. The Company may require in an Award
        Agreement that a Grantee who receives a Grant under the Plan shall, upon
        advice
        from the Company, take (or refrain from taking, as appropriate) all actions
        necessary or desirable to ensure that pooling of interests accounting is
        available. 

       

      
        
          
          

        

        
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      26.
        GOVERNING LAW 

       

      The
        validity and construction of this Plan and the instruments evidencing the
        Grants
        awarded hereunder shall be governed by the laws of the State of Delaware
        (excluding the choice of law rules thereof). 

       

      
        
          
          

        

        
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