Unassociated Document


    WINNER
      MEDICAL GROUP INC.

    


    2006
      EQUITY INCENTIVE PLAN

    


    As
      amended and restated effective October 7, 2007

    


    
      	
              ARTICLE
                1. 

            	
              GENERAL
                PURPOSE OF PLAN;
                DEFINITIONS.

            


    

    


    1.1 Purpose.
      The
      purposes of this 2006 Equity Incentive Plan are (a) to enable the Company,
      and
      the Company’s subsidiaries and affiliates, to attract and retain highly
      qualified personnel who will contribute to the success of the Company, including
      the Company’s subsidiaries and certain affiliates, and (b) to provide incentives
      to participants in this 2006 Equity Incentive Plan that are linked directly
      to
      increases in stockholder value which will therefore inure to the benefit of
      all
      stockholders of the Company.

    


    1.2 Definitions.
      For
      purposes of this Plan, except as otherwise defined in this Plan, capitalized
      terms shall have the meanings assigned to them in this Section 1.2.

    


    “Administrator”
means
      the Board, any Committees or such delegates as shall be administering the Plan
      in accordance with Section 2 of the Plan.

    


    “Affiliate”
means
      any entity or person that directly, or indirectly through one or more
      intermediaries, controls, is controlled by, or is under common control with,
      another entity, where “control” (including the terms “controlled by” and “under
      common control with”) means the possession, directly or indirectly, of the power
      to cause the direction of the management and policies of the entity, whether
      through the ownership of voting securities, by contract or
      otherwise.

    


    “Applicable
      Law”
means
      the requirements relating to the administration of stock option and stock award
      plans under U.S. federal and state laws, any stock exchange or quotation system
      on which the Company has listed or submitted for quotation the Common Stock
      to
      the extent provided under the terms of the Company's agreement with such
      exchange or quotation system and, with respect to Awards subject to the laws
      of
      any foreign jurisdiction where Awards are, or will be, granted under the Plan,
      the laws of such jurisdiction.

    


    “Associated
      Award”
shall
      have the meaning assigned to the term in Section 8.2.

    


    “Award”
means
      any award granted under the Plan.

    


    “Award
      Agreement”
means,
      with respect to each Award, the signed written agreement between the Company
      and
      the Participant setting forth the terms and conditions of the
      Award.

    


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

    


    “Cause”
means
      (i) the commission of any act by the Participant of a theft, embezzlement
      or fraud involving the Company or any Parent, Subsidiary or Affiliate of the
      Company or otherwise, (ii) the Participant’s unauthorized use,
      misappropriation, destruction or diversion of any tangible or intangible asset
      or corporate opportunity of the Company or an Affiliate (including, without
      limitation, the Participant’s improper use or disclosure of confidential or
      proprietary information), (iii) Participant’s breach of fiduciary duty to
      the Company or any Parent, Subsidiary or Affiliate of the Company, or
      (iv) any intentional act by the Participant which has a material
      detrimental effect on the Company or an Affiliate’s reputation or business. An
      Award Agreement or any employment agreement with an Eligible Recipient may
      further define the term “Cause” with respect to any Award granted under the Plan
      to such Eligible Recipient.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    “Change
      in Control”
shall
      be deemed to occur when any of the following events first occurs:

    


    (a) the
      sale,
      lease conveyance or other disposition of all or substantially all of the
      Company’s assets to any “person” (as such term is used in Section 13(d) of the
      Exchange Act), entity or group of persons acting in concert;

    


    (b) any
      person who is not currently a stockholder of the Company (or does not currently
      have the right to acquire pursuant to any agreement, or upon exercise of
      conversion rights, warrants, options or otherwise, securities of the Company)
      becoming the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act),
      directly or indirectly, of securities of the Company representing 50% or more
      of
      the combined voting power of the Company’s then outstanding voting securities;


    


    (c) members
      of the Incumbent Board ceasing to constitute a majority of the Board without
      the
      approval of the remaining members of the Incumbent Board; or

    


    (d) any
      merger, consolidation or other transaction of the Company with or into any
      other
      corporation, entity or person other than a transaction in which the holders
      of
      at least 50% of the shares of capital stock of the Company outstanding
      immediately prior thereto continue to hold (either by voting securities
      remaining outstanding or by their being converted into the voting securities
      of
      the surviving entity or its controlling entity) at least 50% of the total voting
      power represented by the voting securities of the Company or such surviving
      entity (or its controlling entity) outstanding immediately after such
      transaction.

    


    “Code”
means
      the United States Internal Revenue Code of 1986, as amended from time to time,
      or any successor thereto.

    


    “Committee”
means
      the compensation committee of the Board or any other committee which the Board
      may appoint to administer the Plan. To the extent necessary and desirable,
      the
      Committee shall be composed entirely of individuals who meet the qualifications
      referred to in Section 162(m) of the Code, Rule 16b-3 under the Exchange Act
      and
      the applicable rules of Nasdaq, any stock exchange or automated quotation system
      on which the Common Stock is primarily quoted or listed. If at any time or
      to
      any extent the Committee shall not administer the Plan, then the functions
      of
      the Committee as specified in the Plan shall be exercised by the
      Board.

    


    “Common
      Stock”
means
      the common stock, with a par value $0.001 per share as of the date of adoption
      of the Plan by the Board, of the Company.

    


    “Company”
means
      Winner Medical Group Inc., a Nevada corporation, or any successor
      corporation.

    


    “Control”
shall
      have the meaning assigned to the term in the definition of Affiliate in this
      Section 1.2.

    


    “Disability”
means
      the inability of a Participant to perform substantially his or her duties and
      responsibilities to the Company or to any Parent, Subsidiary or Affiliate by
      reason of a physical or mental disability or infirmity for a continuous period
      of six months, as determined by the Administrator. The date of such Disability
      shall be the last day of such six-month period or the date on which the
      Participant submits such medical evidence, satisfactory to the Company, that
      the
      Participant has a physical or mental disability or infirmity that will likely
      prevent the Participant from performing the Participant’s work duties for a
      continuous period of six months or longer, as the case may be. An Award
      Agreement or any employment agreement with an Eligible Recipient may further
      define the term “Disability” with respect to any Award granted under the Plan to
      such Eligible Recipient.

    


    “Eligible
      Recipient”
means
      an officer, director, employee, consultant or advisor of the Company or of
      any
      Parent, Subsidiary or Affiliate. For purposes of the Plan, the term “employee”
shall include all those individuals whose service with or for the Company and/or
      any Parent, Subsidiary or Affiliate of the Company, is within the definition
      of
“employee” in the “Rule as to the Use of Form S-8” contained in the General
      Instructions for the registration statement on Form S-8 promulgated by the
      Securities and Exchange Commission.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    “Employee
      Director”
means
      any director of the Company who is also an employee of the Company or of any
      Parent, Subsidiary or Affiliate.

    


    “Exchange
      Act”
means
      the United States Securities Exchange Act of 1934, as amended from time to
      time.

    


    “Exercise
      Price”
means
      the per share price at which a holder of an Award may purchase the Shares
      issuable upon exercise of such Award.

    


    “Fair
      Market Value”
as
      of a
      particular date shall mean the fair market value of a share of Common Stock
      as
      determined by the Administrator in good faith through reasonable application
      of
      a reasonable valuation method; provided,
      however,
      that
      Fair Market Value shall mean (i) if the Common Stock is listed or admitted
      to
      trade on a national securities exchange, the closing price of the Common Stock,
      as published in The Wall Street Journal, of the principal national securities
      exchange on which the Common Stock is so listed or admitted to trade, on such
      date, or, if there is no trading of the Common Stock on such date, then the
      closing price of the Common Stock as quoted on the next preceding date on which
      there was trading in such shares; (ii) if the Common Stock is not listed or
      admitted to trade on a national securities exchange but is listed and quoted
      on
      Nasdaq, the last sale price for the Common Stock on such date as reported by
      Nasdaq, or, if there is no reported trading of the Common Stock on such date,
      then the last sale price for the Common Stock on the next preceding date on
      which there was trading in the Common Stock; (iii) if the Common Stock is not
      listed or admitted to trade on a national securities exchange and is not listed
      and quoted on Nasdaq, the last sale price, or, if a last sale price is not
      quoted, the mean between the closing bid and asked prices for the Common Stock
      on such date, in either case, as furnished by NASD; (iv) if the Common Stock
      is
      not listed or admitted to trade on a national securities exchange, not listed
      and quoted on Nasdaq and the last sale price and closing bid and asked prices
      are not furnished by the NASD, the last sale price, or, if a last sale price
      is
      not quoted, the mean between the closing bid and asked prices for the Common
      Stock on such date, in either case, as furnished by the Pink Sheets, or similar
      organization; (v) if the stock is not listed or admitted to trade on a national
      securities exchange, not listed and quoted on Nasdaq and if the last sale price
      and bid and asked prices for the Common Stock are not furnished by the NASD,
      Pink Sheets or a similar organization, the value established in good faith
      by
      the Administrator in good faith through reasonable application of a reasonable
      valuation method; and (vi) in the case of a Limited Stock Appreciation Right,
      the Fair Market Value of a share of Common Stock shall be the “Change in Control
      Price” (as defined in the Award Agreement evidencing such Limited Stock
      Appreciation Right) of a share of Common Stock as of the date of exercise.
      Notwithstanding the foregoing, Fair Market Value must in all instances be
      determined in accordance with Section 409A of the Code.

    


    “Family
      Member”
means,
      with respect to any Participant, any of the following:

    


    (a) such
      Participant’s child, stepchild, grandchild, parent, stepparent, grandparent,
      spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law,
      son-in-law, daughter-in-law, brother-in-law, sister-in-law, including any such
      person with such relationship to the Participant by adoption;

    


    (b) any
      person (other than a tenant or employee) sharing such Participant’s
      household;

    


    (c) a
      trust
      in which the persons identified in clauses (a) and (b) above have more than
      fifty percent of the beneficial interest;

    


    (d) a
      foundation in which the persons identified in clauses (a) and (b) above or
      the
      Participant control the management of assets; or

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (e) any
      other
      entity in which the persons identified in clauses (a) and (b) above or the
      Participant own more than fifty percent of the voting interest.

    


    “Incentive
      Stock Option”
means
      any Option intended to be designated as an “incentive stock option” within the
      meaning of Section 422 of the Code.

    


    “Incumbent
      Board”
means
      (i) all individuals serving on the Board on the date of the initial adoption
      of
      the Plan by the Board of Directors, to the extent that they continue to serve
      as
      members of the Board, and (ii) all individuals who become members of the Board
      after the date of the initial adoption of this Plan by the Board of Directors,
      if such individuals’ election or nomination for election as directors was
      approved by a vote of at least a majority of the Board prior to such election,
      to the extent they continue to serve as members of the Board.

    


    “Limited
      Stock Appreciation Right”
means
      a
      Stock Appreciation Right that can be exercised only in the event of a “Change in
      Control” (as defined in the Award Agreement evidencing such Limited Stock
      Appreciation Right).

    


    “Maximum
      Value”
shall
      have the meaning assigned to the term in Section 8.2.

    


    “NASD”
means
      the National Association of Securities Dealers, Inc.

    


    “Nasdaq”
means
      The Nasdaq Stock Market, Inc.

    


    “Non-Employee
      Director”
means
      a
      director of the Company who is not an employee of the Company or of any Parent,
      Subsidiary or Affiliate.

    


    “Non-Qualified
      Stock Option”
means
      any Option that is not an Incentive Stock Option, including, but not limited
      to,
      any Option that provides (as of the time such Option is granted) that it will
      not be treated as an Incentive Stock Option.

    


    “Option”
means
      an option to purchase Shares granted pursuant to Article 5 of the
      Plan.

    


    “Parent”
means
      any corporation (other than the Company) in an unbroken chain of corporations
      ending with the Company, if each of the corporations in the chain (other than
      the Company) owns stock possessing 50% or more of the combined voting power
      of
      all classes of stock in one of the other corporations in the chain.

    


    “Participant”
means
      any Eligible Recipient selected by the Administrator, pursuant to the
      Administrator’s authority hereunder, to receive grants of Options, Stock
      Appreciation Rights, Limited Stock Appreciation Rights, awards of Restricted
      Stock, Performance Shares, other types of awards, or any combination of the
      foregoing, or any person (including any estate) to whom an Award has been
      assigned or transferred as permitted hereunder.

    


    “Performance
      Goal”
means
      the goals determined by the Administrator, in its discretion, to be applicable
      to a Participant with respect to an Award. As determined by the Administrator,
      the Performance Goals applicable to an Award may provide for a targeted level
      or
      levels of achievement which may be based on such measure or measures of
      performance, which may include, but need not be limited to, performance of
      the
      Participant, the Company, one or more Subsidiary, Parent or Affiliate of the
      Company, or one or more divisions or units thereof, or any combination of the
      foregoing. The Performance Goals may differ from Participant to Participant
      and
      from Award to Award. Any criteria used may be measured in absolute terms or
      relative to industry or other indices, or a combination thereof. Such
      Performance Goals shall be based on one or more of the following criteria:
      (i)
      earnings; (ii) earnings per share; (iii) earnings growth; (iv) return on assets;
      (v) return on equity; (vi) revenue; (vii) profits; (viii) profit growth; (ix)
      profit-related return ratios; (x) cost management; (xi) dividend payout ratios;
      (xii) market share; (xiii) economic value added; (xiv) cash flow; (xv) total
      shareholder return; (xvi) book value; (xvii) stock price return; (xviii) price
      earnings ratio; and (xix) operating income. The Administrator shall have the
      authority to make equitable adjustments to the Performance Goals in recognition
      of unusual or non-recurring events affecting the Company, or any Parent,
      Subsidiary or Affiliate of the Company, or the financial statements of the
      Company, or any Parent, Subsidiary or Affiliate of the Company, in response
      to
      changes in Applicable Law, or to account for items of gain, loss or expense
      determined to be extraordinary or unusual in nature or infrequent in occurrence
      or related to the disposal of a segment of a business or related to a change
      in
      accounting principles; provided,
      however, that (i) to the extent required for compliance with the exclusion
      from
      the limitation on deductibility of compensation under Section 162(m) of the
      Code, no adjustment shall be made that would result in an increase in the
      compensation of any Participant whose compensation is subject to the limitation
      on deductibility under Section 162(m) of the Code for the applicable year;
      and (ii) any adjustment either shall not cause Section 409A of the Code to
      apply
      to an Award for which such section is not intended to apply or shall not cause
      an Award which is subject to Section 409A to fail to comply with Section 409A
      of
      the Code. The Administrator also may adjust the Performance Goals and
      measurements applicable to Awards and thereby reduce the amount to be received
      by any Participant pursuant to such Awards if and to the extent that the
      Administrator deems it appropriate.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    “Performance
      Grant”
shall
      have the meaning assigned to the term in Section 8.1.

    


    “Performance
      Grant Actual Value”
shall
      have the meaning assigned to the term in Section 8.1.

    


    “Performance
      Grant Award Period”
shall
      have the meaning assigned to the term in Section 8.3.

    


    “Performance
      Shares”
means
      Shares that are subject to restrictions based upon the attainment of specified
      performance objectives granted pursuant to Article 8.

    


    “Permitted
      Transfer”
means,
      as authorized by the Plan and the Administrator, with respect to an interest
      in
      a Non-Qualified Stock Option, any transfer effected by the Participant during
      the Participant’s lifetime of an interest in such Non-Qualified Stock Option but
      only such transfers which are by gift or pursuant to domestic relations orders.
      A permitted transfer does not include any transfer for value and neither
      transfers under a domestic relations order in settlement of marital property
      rights or to an entity in which more than 50% of the voting interests are owned
      by Family Members or the Participant in exchange for an interest in that entity
      are deemed transfers for value.

    


    “Pink
      Sheets”
means
      Pink Sheets, LLC.

    


    “Plan”
means
      this 2006 Equity Incentive Plan, as amended from time to time.

    


    “Related
      Employment”
means
      the employment or performance of services by an individual for an employer
      that
      is neither the Company, any Parent, Subsidiary nor Affiliate, provided that
      (i)
      such employment or performance of services is undertaken by the individual
      at
      the request of the Company or any Parent, Subsidiary or Affiliate, (ii)
      immediately prior to undertaking such employment or performance of services,
      the
      individual was employed by or performing services for the Company or any Parent,
      Subsidiary or Affiliate or was engaged in Related Employment, and (iii) such
      employment or performance of services is in the best interests of the Company
      and is recognized by the Administrator, as Related Employment. The death or
      Disability of an individual during a period of Related Employment shall be
      treated, for purposes of this Plan, as if the death or onset of Disability
      had
      occurred while the individual was employed by or performing services for the
      Company or a Parent, Subsidiary or Affiliate.

    


    “Restricted
      Stock”
means
      Shares subject to certain restrictions granted pursuant to
      Article 7.

    


    “Restriction
      Period”
means
      the period of time Restricted Stock or any other Award remains subject to
      restrictions imposed on the Award. Such restrictions may be based on continuous
      service, the achievement of Performance Goals, the occurrence of other events
      as
      determined by the Administrator, or a combination thereof.

    


    “Rule
      16b-3”
shall
      have the meaning assigned to the term in Section 2.1.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    “Securities
      Act”
means
      the United States Securities Act of 1933, as amended from time to
      time.

    


    “Shares”
means
      shares of Common Stock reserved for issuance under or issued pursuant to the
      Plan, as adjusted pursuant to Article 4, and any successor
      security.

    


    “Stock
      Appreciation Right”
means
      the right pursuant to an Award granted under Article 6 to receive an amount
      equal to the excess, if any, of (i) the Fair Market Value, as of the date such
      Stock Appreciation Right or portion thereof is surrendered, of the Shares
      covered by such right or such portion thereof, over (ii) the aggregate exercise
      price of such right or such portion thereof as established by the Administrator
      at the time of the grant of such Award (or such other exercise price thereafter
      established by the Administrator with the consent of the Participant granted
      such Award where required by the Plan).

    


    “Stock
      Bonus”
means
      an Award granted pursuant to Article 9.

    


    “Subsidiary”
means
      any corporation (other than the Company) in an unbroken chain of corporations
      beginning with the Company, if each of the corporations (other than the last
      corporation) in the unbroken chain owns stock possessing 50% or more of the
      total combined voting power of all classes of stock in one of the other
      corporations in the chain.

    


    “Ten
      Percent Stockholder”
shall
      have the meaning assigned to the term in Section 5.4.

    


    “Termination”
or
      “Terminated”
means,
      for purposes of the Plan with respect to a Participant, that such Participant
      has for any reason ceased to provide services as an employee, officer, director,
      consultant, independent contractor, or advisor to the Company or any Parent,
      Subsidiary or Affiliate of the Company. A Participant will not be deemed to
      have
      ceased to provide services in the case of (i) sick leave, (ii) military leave,
      or (iii) any other leave of absence approved by the Administrator, provided,
      that such leave is for a period of not more than three months, unless
      reemployment or reinstatement upon the expiration of such leave is provided
      by
      contract or statute. In the case of any Participant on an approved leave of
      absence, the Administrator may make such provisions respecting suspension of
      vesting of any Award previously granted to such Participant while such
      Participant is on leave from the Company or any Parent, Subsidiary or Affiliate
      of the Company as the Administrator may deem appropriate, except that in no
      event may an Option be exercised after the expiration of the term set forth
      in
      the Award Agreement with respect to such Option. The Administrator will have
      sole discretion to determine (i) the
      effect upon an Award of any change in the Participant’s status from an employee
      to a consultant, director, consultant or advisor and (ii) whether
      a
      Participant has ceased to provide services and the applicable Termination
      Date.

    


    “Termination
      Date”
means
      the effective date of Termination, as determined by the
      Administrator.

    


    
      	
              ARTICLE
                2.

            	
              ADMINISTRATION.

            


    

    


    2.1 Administration
      in Accordance with the Code and Exchange Act.
      The
      Plan shall be administered in accordance with the requirements of Section 162(m)
      of the Code (but only to the extent necessary and desirable to maintain
      qualification of Awards under the Plan under Section 162(m) of the Code) and,
      to
      the extent applicable, Rule 16b-3 under the Exchange Act (“Rule 16b-3”) or the
      rules of the Nasdaq, any stock exchange or automated quotation system on which
      the Common Stock is primarily quoted or listed, by the Board or, at the Board’s
      sole discretion, by the Committee, which shall be appointed by the Board, and
      which shall serve at the pleasure of the Board. 

    


    2.2 Other
      Administration.    The
      Board or a Committee may delegate to an authorized officer or officers of the
      Company the power to approve Awards to persons eligible to receive Awards under
      the Plan who are not (A) subject to Section 16 of the Exchange Act or
      (B) at the time of such approval, “covered employees” under
      Section 162(m) of the Code or (C) any other executive officer.


     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    2.3 Administrator’s
      Powers.
      Subject
      to the general purposes, terms and conditions of this Plan, the Administrator
      will have full power to implement and carry out this Plan. The Administrator
      will have the authority to:

    


    (a) construe
      and interpret this Plan, any Award Agreement and any other agreement or document
      executed pursuant to this Plan (including sub-plans and Plan
      addenda);

    


    (b) prescribe,
      amend and rescind rules and regulations relating to this Plan (including rules
      and regulations relating to sub-plans and Plan addenda) or any
      Award;

    


    (c) select
      persons to receive Awards;

    


    (d) determine
      the form. terms and conditions, not inconsistent with the terms of the Plan,
      of
      Awards. Such terms and conditions include, but are not limited to, the exercise
      and/or purchase price (if applicable), the time or times when an Award may
      be
      exercised (which may or may not be based on performance criteria), the vesting
      schedule, any vesting and/or exercisability acceleration or waiver of forfeiture
      restrictions, the acceptable forms of consideration, the term, 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,
      shall determine and may be established at the time an Award is granted or
      thereafter;

    


    (e) determine
      the number of Shares or other consideration subject to Awards;

    


    (f) determine
      whether Awards will be granted singly, in combination with, in tandem with,
      in
      replacement of, or as alternatives to, other Awards under this Plan or any
      other
      incentive or compensation plan of the Company or any Parent, Subsidiary or
      Affiliate of the Company;

    


    (g) grant
      waivers of Plan or Award conditions;

    


    (h) determine
      the vesting, exercisability and payment of Awards,
      including any vesting and/or exercisability acceleration;

    


    (i) correct
      any defect, supply any omission or reconcile any inconsistency in the Plan,
      any
      Award or any Award Agreement;

    


    (j) make
      any
      adjustments necessary or desirable as a result of the granting of an Award
      to an
      Eligible Recipient located outside the United States;

    


    (k) determine
      whether an Award has been earned; 

    


    (l) to
      modify
      or amend each Award, including, but not limited to, the acceleration of vesting
      and/or exercisability, provided, however, that any such amendment is subject
      to
      Section 14 of the Plan and except as set forth in that Section may not
      impair any outstanding Award unless agreed to in writing by the Participant;
      

    


    (m) to
      authorize conversion or substitution under the Plan of any or all stock options,
      stock appreciation rights or other stock awards held by service providers of
      an
      entity acquired by the Company (the “Conversion
      Awards”).
      Any
      conversion or substitution shall be effective as of the close of the merger,
      acquisition or other transaction. The Conversion Awards may be Nonstatutory
      Stock Options or Incentive Stock Options, as determined by the Administrator,
      with respect to options granted by the acquired entity; provided, however,
      that
      with respect to the conversion of stock appreciation rights in the acquired
      entity, the Conversion Awards shall be Nonstatutory Stock Options. Unless
      otherwise determined by the Administrator at the time of conversion or
      substitution, all Conversion Awards shall have the same terms and conditions
      as
      Awards generally granted by the Company under the Plan; and

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (n) make
      all
      other determinations necessary or advisable for the administration of the
      Plan.

    


    2.4 Administrator’s
      Discretion Final.
      Any
      determination made by the Administrator with respect to any Award will be made
      in the Administrator’s sole discretion at the time of grant of the Award or,
      unless in contravention of any express term of the Plan or Award, at any later
      time, and such determination will be final and binding on the Company and on
      all
      persons having an interest in any Award under the Plan.

    


    2.5 Administrator’s
      Method of Acting; Liability.
      The
      Administrator may act only by a majority of its members then in office, except
      that the members thereof may authorize any one or more of their members or
      any
      officer of the Company to execute and deliver documents or to take any other
      ministerial action on behalf of the Committee with respect to Awards made or
      to
      be made to Eligible Recipients. No member of the Administrator and no officer
      of
      the Company shall be liable for anything done or omitted to be done by such
      member or officer, by any other member of the Administrator or by any officer
      of
      the Company in connection with the performance of duties under the Plan, except
      for such member’s or officer’s own willful misconduct or as expressly provided
      by law.

    


    
      	
              ARTICLE
                3.

            	
              PARTICIPATION.

            


    

    


    3.1 Affiliates.
      If a
      Parent, Subsidiary or Affiliate of the Company wishes to participate in the
      Plan
      and its participation shall have been approved by the Board, the board of
      directors or other governing body of the Parent, Subsidiary or Affiliate, as
      the
      case may be, shall adopt a resolution in form and substance satisfactory to
      the
      Administrator authorizing participation by the Parent, Subsidiary or Affiliate
      in the Plan. A Parent, Subsidiary or Affiliate participating in the Plan may
      cease to be a participating company at any time by action of the Board or by
      action of the board of directors or other governing body of such Parent,
      Subsidiary or Affiliate, which latter action shall be effective not earlier
      than
      the date of delivery to the Secretary of the Company of a certified copy of
      a
      resolution of the Parent, Subsidiary or Affiliate’s board of directors or other
      governing body taking such action. If the participation in the Plan of a Parent,
      Subsidiary or Affiliate shall terminate, such termination shall not relieve
      the
      Parent, Subsidiary or Affiliate of any obligations theretofore incurred by
      the
      Parent, Subsidiary or Affiliate, except as may be approved by the
      Administrator.

    


    3.2 Participants.
      Incentive Stock Options may only be granted to employees within the meaning
      of
      Section 422 of the Code and the regulations thereunder (including officers
      and
      directors who are also employees) of the Company, or any Parent or Subsidiary
      of
      the Company. All other Awards may be granted to employees, officers, directors,
      consultants, independent contractors and advisors of the Company or any Parent,
      Subsidiary or Affiliate of the Company; provided,
      that
      such consultants, contractors and advisors render bona fide services to the
      Company or such Parent, Subsidiary or Affiliate of the Company not in connection
      with the offer and sale of securities in a capital-raising transaction. An
      Eligible Recipient may be granted more than one Award under the
      Plan.

    


    
      	
              ARTICLE
                4.

            	
              AWARDS
                UNDER THE PLAN.

            


    

    


    4.1 Types
      of Awards.
      Awards
      under the Plan may include, but need not be limited to, one or more of the
      following types, either alone or in any combination thereof:

    


    (a) Options;

    


    (b) Stock
      Appreciation Rights;

    


    (c) Restricted
      Stock;

    


    (d) Performance
      Grants;

    


    (e) Stock
      Bonuses; and

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (f) any
      other
      type of Award deemed by the Committee to be consistent with the purposes of
      the
      Plan (including, but not limited to, Awards of, or options or similar rights
      granted with respect to, unbundled stock units or components thereof, and Awards
      to be made to participants who are foreign nationals or are employed or
      performing services outside the United States).

    


    The
      Administrator may only award or grant those Awards that either comply with
      the
      applicable requirements of Section 409A of the Code, or do not result in the
      deferral of compensation within the meaning of Section 409A of the
      Code.

    


    4.2 Number
      of Shares Available Under the Plan.
      Subject
      to Section 4.4, the total number of Shares reserved and available for grant
      and
      issuance pursuant to the Plan will be 5,000,000. To the extent that any Award
      payable in Shares is forfeited, canceled, returned to the Company for failure
      to
      satisfy vesting requirements or upon the occurrence of other forfeiture events,
      or otherwise terminates without payment being made thereunder, the Shares
      covered by such Award will no longer be charged against the foregoing 5,000,000
      Share maximum limitation and may again be made subject to Award(s) under the
      Plan.

    


    Shares
      may consist, in whole or in part, of authorized and unissued shares or treasury
      shares.

    


    The
      number of Shares which are transferred to the Company by a Participant to pay
      the exercise or purchase price of an Award will be subtracted from the number
      of
      Shares issued with respect to such Award for the purpose of counting Shares
      used
      under the Plan. Shares withheld to pay withholding taxes in connection with
      the
      exercise or repayment of an Award will be counted as used under the Plan. In
      addition, shares covered by an Award which is settled in cash will not be
      counted as used under the Plan.

    


    4.3 Reservation
      of Shares.
      At all
      times, the Company shall reserve and keep available a sufficient number of
      Shares as shall be required to satisfy the requirements of all outstanding
      Options granted under the Plan and all other outstanding but unexercised Awards
      granted under the Plan.

    


    4.4 Adjustment
      in Number of Shares Available Under the Plan.
      In the
      event that the number of outstanding shares of Common Stock is changed by a
      stock dividend, recapitalization, stock split, reverse stock split, subdivision,
      combination, reclassification or similar change in the capital structure of
      the
      Company without consideration, then (a) the number of Shares reserved for
      issuance under the Plan, (b) the number of Shares that may be granted pursuant
      to the Plan, and (c) the Exercise Prices of and number of Shares subject to
      outstanding Options and other Awards, will be proportionately adjusted, subject
      to any required action by the Board or the stockholders of the Company and
      compliance with applicable securities laws; provided,
      however,
      that,
      upon occurrence of such an event, fractions of a Share will not be issued upon
      exercise of an Award but will, upon such exercise, either be replaced by a
      cash
      payment equal to the Fair Market Value of such fraction of a Share on the
      effective date of such an event or will be rounded down to the nearest whole
      Share, as determined by the Administrator. Notwithstanding the foregoing, (i)
      with respect to Incentive Stock Options, any such adjustment pursuant to this
      Section 4.4 shall be made in a manner so as to not constitute a “modification”
within the meaning of Section 424(h) of the Code and the regulations thereunder;
      and (ii) any adjustment either shall not cause Section 409A of the Code to
      apply
      to an Award for which such section is not intended to apply or shall not cause
      an Award which is subject to Section 409A to fail to comply with Section 409A
      of
      the Code.

    


    4.5 Rights
      with Respect to Common Shares and Other Securities.

    


    (a) Unless
      otherwise determined by the Administrator, a Participant to whom an Award of
      Restricted Stock has been made (and any person succeeding to such Participant’s
      rights with respect to such Award pursuant to the Plan) shall have, after
      issuance of a certificate or copy thereof for the number of Shares so awarded
      and prior to the expiration of the Restriction Period or the earlier repurchase
      of such Shares as provided in the Plan or Award Agreement with respect to such
      Award of Restricted Stock, ownership of such Shares, including the right to
      vote
      the same and to receive dividends or other distributions made or paid with
      respect to such Shares (provided that such Shares, and any new, additional
      or
      different shares, or other securities or property of the Company, or other
      forms
      of consideration which the Participant may be entitled to receive with respect
      to such Shares as a result of a stock split, stock dividend or any other change
      in the corporate or capital structure of the Company, shall be subject to the
      restrictions of the Plan as determined by the Administrator), subject, however,
      to the options, restrictions and limitations imposed thereon pursuant to the
      Plan. Notwithstanding the foregoing, unless otherwise determined by the
      Administrator, a Participant with whom an Award Agreement is made to issue
      Shares in the future shall have no rights as a stockholder with respect to
      Shares related to such Award Agreement until a stock certificate evidencing
      such
      Shares is issued to such Participant.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (b) Unless
      otherwise determined by the Administrator, a Participant to whom a grant of
      Stock Options, Stock Appreciation Rights, Performance Grants or any other Award
      is made (and any person succeeding to such Participant’s rights pursuant to the
      Plan) shall have no rights as a stockholder with respect to any Shares or as
      a
      holder with respect to other securities, if any, issuable pursuant to any such
      Award until the date a stock certificate evidencing such Shares or other
      instrument of ownership, if any, is issued to such Participant. Except as
      provided in Section 4.4, no adjustment shall be made for dividends,
      distributions or other rights (whether ordinary or extraordinary, and whether
      in
      cash, securities, other property or other forms of consideration, or any
      combination thereof) for which the record date is prior to the date such stock
      certificate or other instrument of ownership, if any, is issued.

    


    4.6 Limits
      on Awards Under the Plan.

    


    (a) Subject
      to adjustment as provided in Section 4.4, not more than an aggregate of
      5,000,000 Shares may be issued under the Plan as Incentive Stock
      Options.

    


    (b) Subject
      to adjustment as provided in Section 4.4, the maximum number of shares of Common
      Stock with respect to which Options, Stock Appreciation Rights, or Limited
      Rights, or a combination thereof, may be granted during any calendar year to
      any
      individual Participant shall be 1,500,000, and the maximum number of Shares
      with
      respect to which Restricted Stock may be granted during any calendar year to
      any
      individual Participant shall be 1,500,000. These limitations shall be applied
      and construed consistently with Section 162(m) of the Code. 

    


    (c) Subject
      to adjustment as provided in Section 4.4, the maximum number of shares of Common
      Stock with respect to which Performance Grants may be granted during any
      calendar year to any individual Participant shall be 1,500,000. This limit
      shall
      be applied and construed consistently with Section 162(m) of the
      Code.

    


    (d) The
      maximum dollar value of Performance Grants that may be awarded during any
      calendar year to any individual Participant shall be equal to the value of
      1,500,000 shares determined as of the first business day of the year of grant.
      This limit shall be applied and construed consistently with Section 162(m)
      of
      the Code.

    


    
      	
              ARTICLE
                5.

            	
              STOCK
                OPTIONS.

            


    

    


    5.1 Grant;
      Determination of Type of Option.
      The
      Administrator may grant one or more Options to an Eligible Recipient and will
      determine (a) whether each such Option will be an Incentive Stock Option or
      a
      Non-Qualified Stock Option, (b) the number of Shares subject to each such
      Option, (c) the Exercise Price of each such Option, (d) the period during which
      each such Option may be exercised, and (e) all other terms and conditions of
      each such Option, subject to the terms and conditions of this Article 5. The
      Administrator may grant an Option either alone or in conjunction with Stock
      Appreciation Rights, Performance Grants or other Awards, either at the time
      of
      grant or by amendment thereafter. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    5.2 Form
      of Option Award Agreement.
      Each
      Option granted under the Plan will be evidenced by an Award Agreement which
      will
      expressly identify the Option as an Incentive Stock Option or a Non-Qualified
      Stock Option, and will be in such form and contain such provisions (which need
      not be the same for each Participant or Option) as the Administrator may from
      time to time approve, and which will comply with and be subject to the terms
      and
      conditions of the Plan.

    


    5.3 Date
      of Grant.
      The
      date of grant of an Option will be the date on which the Administrator makes
      the
      determination to grant such Option, unless otherwise specified by the
      Administrator.

    


    5.4 Exercise
      Period.
      Each
      Option shall be exercisable within the times or upon the occurrence of one
      or
      more events determined by the Administrator and set forth in the Award Agreement
      governing such Option; provided,
      however,
      that no
      Option will be exercisable after the expiration of ten years from the date
      the
      Option is granted; and provided,
      further,
      however,
      that no
      Incentive Stock Option granted to a person who directly or by attribution owns
      more than 10% of the total combined voting power of all classes of stock of
      the
      Company or of any Parent or Subsidiary of the Company (each, a “Ten Percent
      Stockholder”) will be exercisable after the expiration of five years from the
      date such Incentive Stock Option is granted. The Administrator also may provide
      for an Option to become exercisable at one time or from time to time,
      periodically or otherwise, in such number of Shares or percentage of Shares
      as
      the Administrator determines. Unless otherwise determined by the Administrator,
      an Option shall be exercisable as follows:

    


    (a) up
      to 25%
      of the number of Shares subject to such Option commencing on the first
      anniversary of the date of grant of such Option;

    


    (b) up
      to an
      additional 25% of the number of Shares subject to such Option commencing on
      the
      second anniversary of the date of grant of such Option;

    


    (c) up
      to an
      additional 25% of the number of Shares subject to such Option commencing on
      the
      third anniversary of the date of grant of such Option; and

    


    (d) up
      to an
      additional 25% of the number of Shares subject to such Option commencing on
      the
      fourth anniversary of the date of grant of such Option.

    


    5.5 Exercise
      Price.
      The
      Exercise Price of an Option will be determined by the Administrator when the
      Option is granted and may be not less than 100% of the per share Fair Market
      Value of the Shares subject to such Option on the date of grant of such Option;
      provided,
      however,
      that
      the Exercise Price of any Incentive Stock Option granted to a Ten Percent
      Stockholder will not be less than 110% of the per share Fair Market Value of
      such Shares on the date of such grant. Payment for the Shares purchased shall
      be
      made in accordance with Article 10 of the Plan.

    


    5.6 Method
      of Exercise.
      An
      Option may be exercised only by delivery to the Company of an irrevocable
      written exercise notice (a) identifying the Option being exercised, (b) stating
      the number of Shares being purchased, (c) providing any other matters required
      by the Award Agreement with respect to such Option, and (d) containing such
      representations and agreements regarding Participant’s investment intent and
      access to information and other matters, if any, as may be required or desirable
      by the Company to comply with Applicable Law. Such exercise notice shall be
      accompanied by payment in full of the Exercise Price for the number of Shares
      being purchased in accordance with Article 10 and the executed Award Agreement
      with respect to such Option.

    


    5.7 Termination.
      Unless
      otherwise provided in an Award Agreement, exercise of Options shall be subject
      to the following:

    


    (a) If
      the
      Participant is Terminated for any reason except death or Disability, then the
      Participant may exercise each of such Participant’s Options (i) only to the
      extent that such Options would have been exercisable on the Termination Date
      and
      (ii) no later than three months after the Termination Date, but in any event,
      no
      later than the original expiration date of such Option;

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (b) If
      the
      Participant is Terminated because of Participant’s death or Disability (or the
      Participant dies within three months after a Termination other than for Cause
      or
      because of Participant’s Disability), then each of such Participant’s Options
      (i) may be exercised only to the extent that such Option would have been
      exercisable by Participant on the Termination Date and (ii) must be exercised
      by
      Participant (or Participant’s legal representative or authorized assignee) no
      later than twelve months after the Termination Date, but in any event no later
      than the original expiration date of such Option.

    


    (c) Notwithstanding
      the provisions in paragraphs 5.7(a) and 5.7(b), if a Participant is terminated
      for Cause, neither the Participant, the Participant’s estate nor such other
      person who may then hold an Option shall be entitled to exercise such Option
      whatsoever, whether or not, after the Termination Date, the Participant may
      receive payment from the Company or any Parent, Subsidiary or Affiliate of
      the
      Company for vacation pay, for services rendered prior to the Termination Date,
      for services rendered for the day on which Termination occurs, for salary in
      lieu of notice, for severance or for any other benefits; provided,
      however,
      in
      making such a determination, the Administrator shall give the Participant an
      opportunity to present to the Administrator evidence on Participant’s behalf
      that the provisions of this paragraph 5.7(c) should not apply and, in the
      alternative, paragraph 5.7(a) or 5.7(b) shall apply; provided,
      further,
      however,
      that,
      for the purpose of this paragraph 5.7(c), Termination shall be deemed to occur
      on the date when the Company dispatches notice or advice to the Participant
      that
      such Participant is Terminated.

    


    5.8 Limitations
      on Exercise.
      The
      Administrator may specify a reasonable minimum number of Shares that may be
      purchased on any exercise of an Option, provided,
      that
      such minimum number will not prevent Participant from exercising the Option
      for
      the full number of Shares for which the Option is then exercisable.

    


    5.9 Limitations
      on Incentive Stock Options.
      The
      aggregate Fair Market Value (as determined as of the date of grant) of Shares
      with respect to which an Incentive Stock Option are exercisable for the first
      time by a Participant during any calendar year (under the Plan or under any
      other incentive stock option plan of the Company, and any Parent, Subsidiary
      and
      Affiliate of the Company) will not exceed $100,000. This $100,000 limitation
      shall be applied by taking Options into account in the order in which granted.
      An Incentive Stock Option shall be deemed to be a Non-Qualified Stock Option
      to
      the extent that the foregoing $100,000 limitation is exceeded. In the event
      that
      the Code or the regulations promulgated thereunder are amended after the
      effective date of the Plan to provide for a different limit on the Fair Market
      Value of Shares permitted to be subject to Incentive Stock Options, such
      different limit will be automatically incorporated herein and will apply to
      any
      Options granted after the effective date of such amendment.

    


    5.10 Modification,
      Extension or Renewal.
      The
      Administrator may modify, extend or renew any outstanding Option and authorize
      the grant of one or more new Options in substitution therefor; provided
      that (i)
      any such action may not, without the written consent of a Participant, impair
      any of such Participant’s rights under any Option previously granted; and (ii)
      the Administrator shall consider the impact of Section 409A of the Code on
      any
      such modification, extension, renewal, or substitution. Any outstanding
      Incentive Stock Option that is modified, extended, renewed or otherwise altered
      will be treated in accordance with Section 424(h) and other applicable
      provisions of the Code.

    


    5.11 No
      Disqualification.
      Notwithstanding any other provision in the Plan, no term of the Plan relating
      to
      an Incentive Stock Option will be interpreted, amended or altered, nor will
      any
      discretion or authority granted under the Plan be exercised, so as to disqualify
      the Plan under Section 422 of the Code or, without the consent of the
      Participant affected, to disqualify any Incentive Stock Option under Section
      422
      of the Code.

    


    5.12 Prohibition
      Against Transfer.
      No
      Option may be sold, assigned, transferred, pledged, hypothecated or otherwise
      disposed of, except by will or the laws of descent and distribution or pursuant
      to a domestic relations order, and a Participant’s Option shall be exercisable
      during such Participant’s lifetime only by such Participant or such person
      receiving such Option pursuant to a domestic relations order.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
              ARTICLE
                6.

            	
              STOCK
                APPRECIATION RIGHTS.

            


    

    


    6.1 Grant
      of Stock Appreciation Rights.

    


    (a) The
      Administrator may grant Stock Appreciation Rights either alone, or in
      conjunction with the grant of an Option, Performance Grant or other Award,
      either at the time of grant or by amendment thereafter. Each Award of Stock
      Appreciation Rights granted under the Plan shall be evidenced by an instrument
      in such form as the Administrator shall prescribe from time to time in
      accordance with the Plan and shall comply with the following terms and
      conditions, and with such other terms and conditions, including, but not limited
      to, restrictions upon the Award of Stock Appreciation Rights or the Shares
      issuable upon exercise thereof, as the Administrator shall
      establish.

    


    (b) The
      Administrator shall determine the number of Shares to be subject to each Award
      of Stock Appreciation Rights. The number of Shares subject to an outstanding
      Award of Stock Appreciation Rights may be reduced on a share-for-share or other
      appropriate basis, as determined by the Administrator, to the extent that Shares
      under such Award of Stock Appreciation Rights are used to calculate the cash,
      Shares, or other securities or property of the Company, or other forms of
      payment, or any combination thereof, received pursuant to exercise of an Option
      attached to such Award of Stock Appreciation Rights, or to the extent that
      any
      other Award granted in conjunction with such Award of Stock Appreciation Rights
      is paid.

    


    6.2 Prohibition
      Against Transfer.
      No
      Award of Stock Appreciation Rights may be sold, assigned, transferred, pledged,
      hypothecated or otherwise disposed of, except by will or the laws of the descent
      and distribution or pursuant to a domestic relations order, and Stock
      Appreciation Rights Awarded to a Participant shall be exercisable during such
      Participant’s lifetime only by such Participant or such person receiving such
      Stock Appreciation Rights pursuant to a domestic relations order. Unless the
      Administrator determines otherwise, the Award of Stock Appreciation Rights
      to a
      Participant shall not be exercisable for at least six months after the date
      of
      grant, unless such Participant is Terminated before the expiration of such
      six-month period by reason of such Participant’s Disability or
      death.

    


    6.3 Exercise.
      The
      Award of Stock Appreciation Rights shall not be exercisable:

    


    (a) in
      the
      case of any Award of Stock Appreciation Rights that are attached to an Incentive
      Stock Option granted to a Ten Percent Employee, after the expiration of five
      years from the date such Incentive Stock Option is granted, and, in the case
      of
      any other Award of Stock Appreciation Rights, after the expiration of ten years
      from the date of such Award. Any Award of Stock Appreciation Rights may be
      exercised during such period only at such time or times and in such installments
      as the Administrator may establish;

    


    (b) unless
      the Option or other Award to which the Award of Stock Appreciation Rights is
      attached is at the time exercisable; and

    


    (c) unless
      the Participant exercising the Award of Stock Appreciation Rights has been,
      at
      all times during the period beginning with the date of the grant thereof and
      ending on the date of such exercise, employed by or otherwise performing
      services for the Company or any Parent, Subsidiary or Affiliate of the Company,
      except that

    


    (i) in
      the
      case of any Award of Stock Appreciation Rights (other than those attached to
      an
      Incentive Stock Option), if such Participant is Terminated solely by reason
      of a
      period of Related Employment, the Participant may, during such period of Related
      Employment, exercise the Award of Stock Appreciation Rights as if such
      Participant had not been Terminated;

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (ii) if
      such
      Participant is Terminated by reason of such Participant’s Disability or early,
      normal or deferred retirement under an approved retirement program of the
      Company or any Parent, Subsidiary or Affiliate of the Company (or such other
      plan or arrangement as may be approved by the Administrator for this purpose)
      while holding an Award of Stock Appreciation Rights which has not expired and
      has not been fully exercised, such Participant may, at any time within three
      years after the Termination Date (but in no event after the Award of Stock
      Appreciation Rights has expired), exercise the Award of Stock Appreciation
      Rights with respect to any Shares as to which such Participant could have
      exercised the Award of Stock Appreciation Rights on the Termination Date, or
      with respect to such greater number of Shares as determined by the
      Administrator;

    


    (iii) if
      such
      Participant is Terminated for reasons other than Related Employment, Disability,
      early, normal or deferred retirement or death while holding an Award of Stock
      Appreciation Rights which has not expired and has not been fully exercised,
      such
      person may exercise the Award of Stock Appreciation Rights at any time during
      the two year period following the Termination Date (but in no event after the
      Award of Stock Appreciation Rights expires) following such Participant’s
      Termination Date with respect to any Shares as to which such Participant could
      have exercised the Award of Stock Appreciation Rights on such Participant’s
      Termination Date or as otherwise permitted by the Administrator; or

    


    (iv) if
      any
      Participant to whom an Award of Stock Appreciation Rights has been granted
      shall
      die holding an Award of Stock Appreciation Rights which has not expired and
      has
      not been fully exercised, such Participant’s executors, administrators, heirs or
      distributees, as the case may be, may, at any time within one year after the
      date of death (but in no event after the Award of Stock Appreciation Rights
      has
      expired), exercise the Award of Stock Appreciation Rights with respect to any
      Shares as to which the decedent Participant could have exercised the Award
      of
      Stock Appreciation Rights at the time of such death, or with respect to such
      greater number of Shares as may be determined by the Administrator.

    


    6.4 Exercise.

    


    (a) An
      Award
      of Stock Appreciation Rights shall entitle the Participant (or any person
      entitled to act under the provisions of clause (iv) of Paragraph 6.3(c)) to
      either (i) exercise such Award and receive payment in accordance with such
      Award
      or (ii) surrender unexercised the Option (or other Award) to which the Stock
      Appreciation Rights is attached (or any portion of such Option or other Award)
      to the Company and to receive from the Company in exchange therefor, without
      payment to the Company, that number of Shares having an aggregate value equal
      to
      the excess of the Fair Market Value of one Share, at the time of such exercise,
      over the Exercise Price per share, times the number of Shares subject to the
      Award or the Option (or other Award), or portion thereof, which is so exercised
      or surrendered, as the case may be. The Administrator shall be entitled to
      elect
      to settle the obligation arising out of the exercise of Stock Appreciation
      Rights by the payment of cash or other securities or property of the Company,
      or
      other forms of payment, or any combination thereof, as determined by the
      Administrator, equal to the aggregate value of the Shares the Company would
      otherwise be obligated to deliver. Any such election by the Administrator shall
      be made as soon as practicable after the receipt by the Company of written
      notice of the exercise of such Stock Appreciation Rights. The value of a Share,
      other securities or property of the Company, or other forms of payment
      determined by the Administrator for this purpose shall be the Fair Market Value
      of a Share on the last business day next preceding the date of the election
      to
      exercise such Stock Appreciation Rights, unless the Administrator determines
      otherwise and is set forth in the Award Agreement with respect to such Stock
      Appreciation Rights.

    


    (b) An
      Award
      of Stock Appreciation Rights may provide that such Stock Appreciation Rights
      shall be deemed to have been exercised at the close of business on the business
      day preceding the expiration date of such Stock Appreciation Rights or of the
      related Option (or other Award), or such other date as specified by the
      Administrator, if at such time such Stock Appreciation Rights has a positive
      value. Such deemed exercise shall be settled or paid in the same manner as
      a
      regular exercise thereof as provided in Paragraph 6.4(a).

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    6.5 Fractional
      Shares.
      No
      fractional shares may be delivered under this Article 6, but, in lieu thereof,
      a
      cash or other adjustment shall be made as determined by the
      Administrator.

    


    
      	
              ARTICLE
                7.

            	
              RESTRICTED
                STOCK.

            


    

    


    7.1 Grant.
      An
      Award of Restricted Stock is an offer by the Company to sell to an Eligible
      Recipient Shares that are subject to restrictions. The Administrator will
      determine to whom an offer will be made, the number of Shares the person may
      purchase, the Exercise Price to be paid, the restrictions to which the Shares
      will be subject, and all other terms and conditions of the Restricted Stock
      Award, subject to the provisions of this Article 7.

    


    7.2 Form
      of Restricted Stock Award.
      All
      purchases under an Award of Restricted Stock will be evidenced by an Award
      Agreement that will be in such form (which need not be the same for each Award
      of Restricted Stock or Participant) as the Administrator will from time to
      time
      approve, and will comply with and be subject to the terms and conditions of
      the
      Plan. The offer of Restricted Stock will be accepted by the Participant’s
      execution and delivery of the Award Agreement evidencing the offer to purchase
      the Restricted Stock and full payment for the Shares to the Company within
      30
      days from the date such Award Agreement is tendered to such Eligible Recipient.
      If such Eligible Recipient does not execute and deliver such Award Agreement
      along with full payment for the Shares to the Company within such 30 day period,
      then such offer will terminate, unless otherwise determined by the
      Administrator.

    


    7.3 Purchase
      Price.
      The
      Exercise Price of Shares sold pursuant to an Award of Restricted Stock will
      be
      determined by the Administrator on the date such Award is granted, except in
      the
      case of a sale to a Ten Percent Stockholder, in which case the Exercise Price
      will be 100% of the per share Fair Market Value of the Shares subject to the
      Award on the date such Award is granted. Payment of the Exercise Price may
      be
      made in accordance with Article 10 of the Plan.

    


    7.4 Terms
      of Restricted Stock Awards.
      Each
      Award of Restricted Stock shall be subject to such restrictions as the
      Administrator may impose. These restrictions may be based upon completion of
      a
      specified length of service with the Company or any Parent, Subsidiary or
      Affiliate of the Company, or upon completion of the Performance Goals as set
      out
      in advance in the Participant’s individual Award Agreement. Awards of Restricted
      Stock may vary from Participant to Participant and between groups of
      Participants. Prior to the grant of an Award of Restricted Stock, the
      Administrator shall:

    


    (a) determine
      the nature, length and starting date of any Restriction Period for the
      Restricted Stock Award;

    


    (b) determine
      the Performance Goals, if any, to be used to measure performance;
      and

    


    (c) determine
      the number of Shares that may be awarded to the Participant.

    


    Prior
      to
      the payment of any Restricted Stock pursuant to an Award, the Administrator
      shall determine the extent to which such Restricted Stock Award has been earned
      and certify in writing that any Performance Goals and any other material terms
      were in fact satisfied. Restriction Periods may overlap and Participants may
      participate simultaneously with respect to Restricted Stock Awards that are
      subject to different Restriction Periods and having different Performance Goals
      and other criteria.

    


    7.5 Termination
      During Restriction Period.
      If a
      Participant is Terminated during a Restriction Period with respect to any Award
      of Restricted Stock for any reason, then such Participant will be entitled
      to
      payment (whether in Shares, cash or otherwise) with respect to the Restricted
      Stock Award only to the extent earned as of the date of Termination in
      accordance with the Award Agreement with respect to such Restricted Stock,
      unless the terms of such Award Agreement provides otherwise or the Administrator
      determines otherwise.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
              ARTICLE
                8.

            	
              PERFORMANCE
                GRANTS.

            


    

    


    8.1 Award.
      The
      Award of a Performance Grant to a Participant will entitle such Participant
      to
      receive a specified amount (the “Performance Grant Actual Value”) as determined
      by the Administrator; provided
      that the
      terms and conditions specified in the Plan and in the Award of such Performance
      Grant are satisfied. Each Award of a Performance Grant shall be subject to
      the
      terms and conditions set forth in this Article 8 and such other terms and
      conditions, including, but not limited to, restrictions upon any cash, Shares,
      other securities or property of the Company, or other forms of payment, or
      any
      combination thereof, issued in respect of the Performance Grant, as the
      Administrator shall establish, shall be embodied in an Award Agreement in such
      form and substance as is approved by the Administrator.

    


    8.2 Terms.
      The
      Administrator shall determine the value or range of values of a Performance
      Grant to be awarded to each Participant selected for an Award of a Performance
      Grant and whether or not such Performance Grant is granted in conjunction with
      an Award of Options, Stock Appreciation Rights, Restricted Stock or other type
      of Award, or any combination thereof, under the Plan (which may include, but
      need not be limited to, deferred Awards) concurrently or subsequently granted
      to
      such Participant (the “Associated Award”). As determined by the Administrator,
      the maximum value of each Performance Grant (the “Maximum Value”) shall
      be:

    


    (a) an
      amount
      fixed by the Administrator at the time the Award is made or amended
      thereafter;

    


    (b) an
      amount
      which varies from time to time based in whole or in part on the then current
      Fair Market Value of a Share, other securities or property of the Company,
      or
      other securities or property, or any combination thereof; or

    


    (c) an
      amount
      that is determinable from criteria specified by the Administrator.

    


    Performance
      Grants may be issued in different classes or series having different names,
      terms and conditions. In the case of a Performance Grant awarded in conjunction
      with an Associated Award, the Performance Grant may be reduced on an appropriate
      basis to the extent that the Associated Award has been exercised, paid to or
      otherwise received by the participant, as determined by the
      Administrator.

    


    8.3 Award
      Period.
      The
      award period (“Performance Grant Award Period”) in respect of any Performance
      Grant shall be a period determined by the Administrator. At the time each
      Performance Grant is made, the Administrator shall establish Performance Goals
      to be attained within the Performance Grant Award Period as the means of
      determining the Performance Grant Actual Value of such Performance Grant. Each
      Performance Grant Actual Value of a Performance Grant shall be equal to the
      Performance Grant Maximum Value of such Performance grant only if the
      Performance Goals are attained in full, but the Administrator shall specify
      the
      manner in which the Performance Grant Actual Value shall be determined if the
      Performance Goals are met in part. The Performance Grant Actual Value or the
      Performance Grant Maximum Value, or any combination thereof, may be adjusted
      in
      any manner by the Administrator at any time and from time to time during or
      as
      soon as practicable after the Performance Grant Award Period, if it determines
      that such performance measures, the Performance Grant Actual Value or the
      Performance Grant Maximum Value, or any combination thereof, are not appropriate
      under the circumstances; provided
      that (i)
      to the extent required for compliance with the exclusion from the limitation
      on
      deductibility of compensation under Section 162(m) of the Code, no adjustment
      shall be made that would result in an increase in the compensation of any
      Participant whose compensation is subject to the limitation on deductibility
      under Section 162(m) of the Code for the applicable year; and (ii) any
      adjustment either shall not cause Section 409A of the Code to apply to an Award
      for which such section is not intended to apply or shall not cause an Award
      which is subject to Section 409A to fail to comply with Section 409A of the
      Code.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    8.4 Termination.
      The
      rights of a Participant in Performance Grants awarded to such Participant shall
      be provisional and may be canceled or paid in whole or in part, all as
      determined by the Administrator, if such Participant’s continuous employment or
      performance of services for the Company, any Parent, Subsidiary and Affiliate
      of
      the Company shall terminate for any reason prior to the end of the Performance
      Grant Award Period, except solely by reason of a period of Related
      Employment.

    


    8.5 Determination
      of Performance Grant Actual Values.
      The
      Committee shall determine whether the conditions of Sections 8.2 or 8.3 have
      been met and, if so, shall ascertain the Performance Grant Actual Value of
      Performance Grants. The Administrator must certify in writing prior to payment
      of any Performance Grants that the Performance Goals and any other material
      terms were in fact satisfied. If a Performance Grant has no Performance Grant
      Actual Value, the Award of such Performance Grant shall be deemed to have been
      canceled and the Associated Award, if any, may be canceled or permitted to
      continue in effect in accordance with such Associated Award’s terms. If a
      Performance Grant has a Performance Grant Actual Value and:

    


    (a) was
      not
      awarded in conjunction with an Associated Award, the Administrator shall cause
      an amount equal to the Performance Grant Actual Value of such Performance Grant
      to be paid to the Participant or the Participant’s beneficiary as provided
      below; or

    


    (b) was
      awarded in conjunction with an Associated Award, the Administrator shall
      determine, in accordance with criteria specified by the Administrator, whether
      to (i) to cancel such Performance Grant, in which event no amount in respect
      thereof shall be paid to the Participant or the Participant’s beneficiary, and
      the Associated Award may be permitted to continue in effect in accordance with
      the Associated Award’s terms, (ii) pay the Performance Grant Actual Value to the
      Participant or the Participant’s beneficiary as provided below, in which event
      such Associated Award may be canceled, or (iii) pay to the Participant or the
      Participant’s beneficiary as provided below, the Performance Grant Actual Value
      of only a portion of such Performance Grant, in which case a complementary
      portion of the Associated Award may be permitted to continue in effect in
      accordance with its terms or be canceled, as determined by the
      Administrator.

    


    Such
      determination by the Administrator shall be made as promptly as practicable
      following the end of the Performance Grant Award Period or upon the earlier
      termination of employment or performance of services, or at such other time
      or
      times as the Administrator shall determine, and shall be made pursuant to
      criteria specified by the Administrator.

    


    8.6 Payment.
      Unless
      otherwise provided in an Award Agreement, payment of any amount in respect
      of
      the Performance Grants which the Administrator determines to pay as provided
      in
      this Article 8 shall be made by the Company as promptly as practicable after
      the
      end of the Performance Grant Award Period, but in no event later than March
      15th
      of the year following the year in which the Performance Grant Award Period
      ends.

    


    
      	
              ARTICLE
                9.

            	
              STOCK
                BONUSES.

            


    

    


    9.1 Awards
      of Stock Bonuses.
      A Stock
      Bonus is an Award of Shares (which may consist of Restricted Stock) for services
      rendered to the Company or any Parent, Subsidiary or Affiliate of the Company.
      A
      Stock Bonus may be awarded for services previously rendered to the Company,
      or
      any Parent, Subsidiary or Affiliate of the Company, pursuant to an Award
      Agreement that will be in such form (which need not be the same for each
      Participant) as the Administrator will from time to time approve, and will
      comply with and be subject to the terms and conditions of the Plan. A Stock
      Bonus may be awarded upon satisfaction of such Performance Goals as are set
      out
      in advance in the Participant’s individual Award Agreement that will be in such
      form (which need not be the same for each Participant) as the Administrator
      will
      from time to time approve, and will comply with and be subject to the terms
      and
      conditions of the Plan. Stock Bonuses may vary from Participant to Participant
      and between groups of Participants, and may be based upon the achievement of
      the
      Company, any Parent, Subsidiary or Affiliate of the Company and/or individual
      Performance Goals or upon such other criteria as the Administrator may
      determine.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
 

    9.2 Terms
      of Stock Bonuses.
      The
      Administrator will determine the number of Shares to be awarded to the
      Participant. If the Stock Bonus is being earned upon the satisfaction of
      Performance Goals set forth in an Award Agreement, then the Administrator
      will:

    


    (a) determine
      the nature, length and starting date of any Restriction Period for each Stock
      Bonus;

    


    (b) determine
      the Performance Goals, if any, to be used to measure performance;
      and

    


    (c) determine
      the number of Shares that may be awarded to the Participant.

    


    Prior
      to
      the payment of any Stock Bonus, the Administrator shall determine the extent
      to
      which such Stock Bonuses have been earned and certify in writing that any
      Performance Goals and any other material terms were in fact satisfied.
      Restriction Periods may overlap and Participants may participate simultaneously
      with respect to Stock Bonuses that are subject to different Restriction Periods
      and different Performance Goals and other criteria. The number of Shares may
      be
      fixed or may vary in accordance with such Performance Goals and criteria as
      may
      be determined by the Administrator. 

    


    9.3 Form
      of Payment.
      At the
      time of the award of a Stock Bonus, the Administrator shall determine the time
      of payment (paid currently or on a deferred basis with such interest or dividend
      equivalent, if any, as the Administrator may determine) and the method of
      payment (payment may be made in the form of cash or whole Shares or a
      combination thereof, either in a lump sum payment or in installments, all as
      the
      Administrator will determine).

    


    
      	
              ARTICLE
                10.

            	
              PAYMENT
                FOR SHARE PURCHASES.

            


    

    


    10.1 Payment.
      Payment
      for Shares purchased pursuant to this Plan may be made in cash (by check) or,
      where expressly approved for the Participant by the Administrator and where
      permitted by Applicable Law (including, without limitation, Section 402 of
      the
      Sarbanes-Oxley Act of 2002):

    


    (a) by
      cancellation of indebtedness of the Company to the Participant;

    


    (b) by
      surrender of shares of Common Stock that either (i) have been owned by the
      Participant for more than six months (if required to avoid adverse accounting
      consequences) and have been paid for within the meaning of Rule 144 promulgated
      under the Securities Act (and, if such shares were purchased from the Company
      by
      use of a promissory note, such note has been fully paid with respect to such
      shares) or (ii) were obtained by Participant in the public market;

    


    (c) if
      allowable under Applicable Law, by tender of a full recourse promissory note
      having such terms as may be approved by the Administrator and bearing interest
      at a rate sufficient to avoid imputation of income under Sections 483 and 1274
      of the Code; provided,
      however,
      that
      Participants who are not employees or directors of the Company will not be
      entitled to purchase Shares with a promissory note unless the note is secured
      by
      collateral other than the Shares satisfactory to the Administrator;

    


    (d) by
      waiver
      of compensation due or accrued to the Participant for services
      rendered;

    


    (e) with
      respect only to purchases upon exercise of an Option, and provided that a public
      market for the Company’s stock exists, (i) through a “same day sale” commitment
      from the Participant and a broker-dealer that is a member of the NASD whereby
      the Participant irrevocably elects to exercise the Option and to sell a portion
      of the Shares so purchased to pay for the Exercise Price, and whereby such
      broker-dealer irrevocably commits upon receipt of such Shares to forward the
      Exercise Price directly to the Company, or (ii) through a “margin” commitment
      from the Participant and such broker-dealer whereby the Participant irrevocably
      elects to exercise the Option and to pledge the Shares so purchased to such
      broker-dealer in a margin account as security for a loan from such broker-dealer
      in the amount of the Exercise Price, and whereby such broker-dealer irrevocably
      commits upon receipt of such Shares to forward the Exercise Price directly
      to
      the Company; 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (f) such
      other consideration and method of payment for the issuance of Shares to the
      extent permitted by the Administrator and Applicable Law;
      or

    


    (g) by
      any
      combination of the foregoing.

    


    10.2 Loan
      Guarantees.
      To the
      extent permitted by Applicable Law, including, without limitation, Section
      402
      of the Sarbanes-Oxley Act of 2002, the Company, in its sole discretion, may
      assist a Participant in paying for Shares purchased under the Plan by
      authorizing a guarantee by the Company of a third-party loan to the
      Participant.

    


    
      	
              ARTICLE
                11.

            	
              AMENDMENT
                OR SUBSTITUTION OF AWARDS UNDER THE
                PLAN.

            


    

    


    11.1 Amendment
      or Substitution of Awards Under the Plan.
      The
      terms of any outstanding Award under the Plan may be amended from time to time
      by the Administrator in any manner that the Administrator deems appropriate;
      provided,
      however,
      that no
      such amendment shall adversely affect in a material manner any right of a
      Participant under such Award without the Participant’s written consent. The
      Administrator may permit or require holders of Awards to surrender outstanding
      Awards as a condition precedent to the grant of new Awards under the
      Plan.

    


    
      	
              ARTICLE
                12.

            	
              DESIGNATION
                OF BENEFICIARY BY
                PARTICIPANT.

            


    

    


    12.1 Designation
      of Beneficiary by Participant.
      A
      Participant may designate one or more beneficiaries to receive any rights and
      payments to which such Participant may be entitled in respect of any Award
      in
      the event of such Participant’s death. Such designation shall be on a written
      form acceptable to and filed with the Administrator. The Administrator shall
      have the right to review and approve beneficiary designations. A Participant
      may
      change the Participant’s beneficiary(ies) from time to time in the same manner
      as the original designation, unless such Participant has made an irrevocable
      designation. Any designation of beneficiary under the Plan (to the extent it
      is
      valid and enforceable under Applicable Law) shall be controlling over any other
      disposition, testamentary or otherwise, as determined by the Administrator.
      If
      no designated beneficiary survives the Participant and is living on the date
      on
      which any right or amount becomes payable to such Participant’s
      beneficiary(ies), such payment will be made to the legal representatives of
      the
      Participant’s estate, and the term “beneficiary” as used in the Plan shall be
      deemed to include such person or persons. If there is any question as to the
      legal right of any beneficiary to receive a distribution under the Plan, the
      Administrator may determine that the amount in question be paid to the legal
      representatives of the estate of the Participant, in which event the Company,
      the Administrator, the Board and the Committee and the members thereof will
      have
      no further liability to any person or entity with respect to such
      amount.

    


    
      	
              ARTICLE
                13.

            	
              CHANGE
                IN CONTROL, DISSOLUTION OR LIQUIDATION.
                

            


    

    


    13.1 Change
      in Control.
      In the
      event there is a Change in Control of the Company, as determined by the Board
      or
      a Committee, the Board or Committee may, in its discretion, (i) provide for
      the assumption or substitution of, or adjustment (including to the number and
      type of Shares and exercise or purchase price applicable) to, each outstanding
      Award; (ii) accelerate the vesting of Options and terminate any restrictions
      on
      Stock Awards and/or (iii) provide for termination of Awards as a result of
      the
      Change in Control on such terms and conditions as it deems appropriate,
      including providing for the cancellation of Awards for a cash or other payment
      to the Participant.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    For
      purposes of this Section 13.1, an Award shall be considered assumed, without
      limitation, if, at the time of issuance of the stock or other consideration
      upon
      a Change in Control, as the case may be, each holder of an Award would be
      entitled to receive upon exercise of the Award the same number and kind of
      shares of stock or the same amount of property, cash or securities as such
      holder would have been entitled to receive upon the occurrence of the
      transaction if the holder had been, immediately prior to such transaction,
      the
      holder of the number of Shares covered by the Award at such time (after giving
      effect to any adjustments in the number of Shares covered by the Award as
      provided for in Section 4.4); provided that if such consideration received
      in
      the transaction is not solely common stock of the successor corporation, the
      Administrator may, with the consent of the successor corporation, provide for
      the consideration to be received upon exercise of the Award to be solely common
      stock of the successor corporation equal to the Fair Market Value of the per
      Share consideration received by holders of Common Stock in the transaction.
      

    


    Dissolution
      or Liquidation.
      In the
      event of the proposed dissolution or liquidation of the Company, the
      Administrator shall notify each Participant as soon as practicable prior to
      the
      effective date of such proposed transaction. To the extent it has not been
      previously exercised or the Shares subject thereto issued to the Participant
      and
      unless otherwise determined by the Administrator, an Award will terminate
      immediately prior to the consummation of such proposed transaction.

    


    
      	
              ARTICLE
                14.

            	
              PLAN
                AMENDMENT OR SUSPENSION.

            


    

    


    14.1 Plan
      Amendment or Suspension.
      The
      Plan may be amended or suspended in whole or in part at any time and from time
      to time by the Board, but any amendment shall be subject to approval of the
      stockholders of the Company in the manner and to the extent required by
      Applicable Law. To the extent required to comply with Section 162(m), the
      Company shall seek re-approval of the Plan from time to time by the
      stockholders. No amendment of the Plan shall adversely affect in a material
      manner any right of any Participant with respect to any Award theretofore
      granted without such Participant’s written consent; provided further that the
      Administrator may amend an outstanding Award in order to conform it to the
      Administrator’s intent (in its sole discretion) that such Award not be subject
      to Code Section 409A(a)(1)(B).

    


    
      	
              ARTICLE
                15.

            	
              PLAN
                TERM AND TERMINATION.

            


    

    


    15.1 Plan
      Term and Termination.
      The
      Plan shall become effective on the date approved by the Board (the “Effective
      Date”).
      It
      shall continue in effect for a term of ten (10) years from the later of the
      Effective Date or the date any amendment to add shares to the Plan is approved
      by stockholders of the Company, unless terminated earlier upon the adoption
      of a
      resolution of the Board terminating the Plan. 

    


    15.2 Effect
      of Termination on Outstanding Awards.
      No
      termination of the Plan shall materially alter or impair any of the rights
      or
      obligations of any person, without such person’s consent, under any Award
      theretofore granted under the Plan, except that subsequent to termination of
      the
      Plan, the Administrator may make amendments permitted under Article 11.
      Termination of the Plan shall 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.

    


    
      	
              ARTICLE
                16.

            	
              TRANSFERABILITY.

            


    

    


    16.1 Transferability.
      Except
      as may be approved by the Administrator where such approval shall not adversely
      affect compliance of the Plan with Sections 162 and 422 of the Code and/or
      Rule
      16b-3, a Participant’s rights and interest under the Plan may not be assigned or
      transferred, hypothecated or encumbered in whole or in part either directly
      or
      by operation of law or otherwise (except in the event of a Participant’s death)
      including, but not by way of limitation, execution, levy, garnishment,
      attachment, pledge, bankruptcy or in any other manner; provided,
      however,
      except
      as may be approved by the Administrator, that any Option or similar right
      (including, but not limited to, a Stock Appreciation Right) offered pursuant
      to
      the Plan shall not be transferable other than by will or the laws of descent
      or
      pursuant to a domestic relations order and shall be exercisable during the
      Participant’s lifetime only by such Participant or such person receiving such
      Option or similar right pursuant to a domestic relations order.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
              ARTICLE
                17.

            	
              PRIVILEGES
                OF STOCK OWNERSHIP; RESTRICTIONS ON
                SHARES.

            


    

    


    17.1 Voting
      and Dividends.
      No
      Participant will have any of the rights of a stockholder with respect to any
      Shares subject to or issued pursuant to the Plan until such Shares are issued
      to
      the Participant. After Shares are issued to the Participant, the Participant
      will be a stockholder and have all the rights of a stockholder with respect
      to
      such Shares, including the right to vote and receive all dividends or other
      distributions made or paid with respect to such Shares; provided,
      however,
      that if
      such Shares are Restricted Stock, then any new, additional or different
      securities the Participant may become entitled to receive with respect to such
      Shares by virtue of a stock dividend, stock split or any other change in the
      corporate or capital structure of the Company will be subject to the same
      restrictions as the Restricted Stock; provided,
      however,
      further,
      that
      the Participant will have no right to retain such stock dividends or stock
      distributions with respect to Restricted Stock that is repurchased at the
      Participant’s Exercise Price in accordance with an Award Agreement with respect
      to such Restricted Stock. In addition, all cash dividends paid with respect
      to
      Awards of Restricted Stock shall be credited to Participants subject to the
      same
      restrictions on transferability and forfeitability as the Restricted Stock
      with
      respect to which they were paid. Subject to the restrictions on vesting and
      the
      forfeiture provisions, all cash dividends credited to a Participant shall be
      paid to the Participant as soon as administratively feasible following the
      full
      vesting of the Restricted Stock with respect to which such dividends were paid,
      but in no event later than the March 15th of the year following the year in
      which full vesting of such Restricted Stock occurs.

    


    17.2 Financial
      Statements.
      The
      Company will provide or make available financial statements to each Participant
      prior to such Participant’s purchase of Shares under the Plan, and to each
      Participant annually during the period such Participant has Awards outstanding;
      provided,
      however,
      that
      the Company will not be required to provide or make available such financial
      statements to Participants whose services in connection with the Company assure
      them access to equivalent information.

    


    17.3 Restrictions
      on Shares.
      At the
      discretion of the Administrator, the Company may reserve to itself and/or its
      assignee(s) in the Award Agreement a right to repurchase a portion of or all
      Shares issued pursuant to such Award Agreement and held by a Participant
      following such Participant’s Termination at any time within 90 days after the
      later of Participant’s Termination Date or the date Participant purchases Shares
      under the Plan, for cash and/or cancellation of purchase money indebtedness,
      at
      the then Fair Market Value of such Shares.

    


    
      	
              ARTICLE
                18.

            	
              CERTIFICATES.

            


    

    


    18.1 Certificates.
      All
      Shares or other securities delivered under this Plan will be subject to such
      stock transfer orders, legends and other restrictions as the Administrator
      may
      deem necessary or advisable, including restrictions under any Applicable Law,
      or
      any rules, regulations and other requirements promulgated under such laws or
      any
      stock exchange or automated quotation system upon which the Shares may be listed
      or quoted and each stock certificate evidencing such Shares and other
      certificates shall be appropriately legended.

    


    
      	
              ARTICLE
                19.

            	
              DEPOSIT
                OF SHARES; ESCROW.

            


    

    


    19.1 Deposit
      of Shares; Escrow.
      To
      enforce any restrictions on a Participant’s Shares, the Committee may require
      the Participant to deposit all stock certificates evidencing Shares, together
      with stock powers or other instruments of transfer approved by the
      Administrator, appropriately endorsed in blank, with the Company or an agent
      designated by the Company to hold in escrow until such restrictions have lapsed
      or terminated, and the Administrator may cause a legend or legends referencing
      such restrictions to be placed on the certificates. Any Participant who is
      permitted to execute a promissory note as partial or full consideration for
      the
      purchase of Shares under the Plan will be required to pledge and deposit with
      the Company all or part of the Shares so purchased as collateral to secure
      the
      payment of Participant’s obligation to the Company under the promissory note;
provided,
      however,
      that
      the Administrator may require or accept other or additional forms of collateral
      to secure the payment of such obligation and, in any event, the Company will
      have full recourse against the Participant under the promissory note
      notwithstanding any pledge of the Participant’s Shares or other collateral. In
      connection with any pledge of the Shares, Participant will be required to
      execute and deliver a written pledge agreement in such form as the Administrator
      may from time to time approve. The Shares purchased with the promissory note
      may
      be released from the pledge on a pro rata basis as the promissory note is paid.
      

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
 

    
      	
              ARTICLE
                20.

            	
              LEGAL
                AND OTHER REGULATORY
                COMPLIANCE.

            


    

    


    20.1 Compliance
      with Applicable Laws.
      Shares
      shall not be issued pursuant to the exercise of an Award unless the exercise
      of
      such Award and the issuance and delivery of such Shares shall comply with
      Applicable Laws, and shall be further subject to the approval of counsel for
      the
      Company with respect to such compliance. Notwithstanding any other provision
      in
      this Plan, the Company will have no obligation,
      or
      liability for failure,
      to issue
      or deliver stock certificates for Shares under this Plan prior to:

    


    (a) obtaining
      any approvals from governmental agencies that the Administrator determines
      are
      necessary or advisable; and/or

    


    (b) completion
      of any registration or other qualification of such Shares under any state or
      federal law or ruling of any governmental body that the Administrator determines
      to be necessary or advisable.

    


    20.2 Compliance
      with Rule 16b-3. It
      is the
      intent of the Company that the Plan comply in all respects with Rule 16b-3
      under
      the Exchange Act, that any ambiguities or inconsistencies in construction of
      the
      Plan be interpreted to give effect to such intention and that if any provision
      of the Plan is found not to be in compliance with Rule 16b-3, such provision
      shall be deemed null and void to the extent required to permit the Plan to
      comply with Rule 16b-3. No
      Obligation to Register Shares or Awards. The
      Company will be under no obligation to register the Shares under the Securities
      Act or to effect compliance with the registration, qualification or listing
      requirements of any state securities laws, stock exchange or automated quotation
      system, and the Company will have no liability for any inability or failure
      to
      do so.

    


    20.4 Compliance
      with Section 409A.
      Notwithstanding anything to the contrary contained herein, to the extent that
      the Administrator determines that any Award granted under the Plan is subject
      to
      Code Section 409A and unless otherwise specified in the applicable Award
      Agreement, the Award Agreement evidencing such Award shall incorporate the
      terms
      and conditions necessary for such Award to avoid the consequences described
      in
      Code Section 409A(a)(1), and to the maximum extent permitted under Applicable
      Law (and unless otherwise stated in the applicable Award Agreement), the Plan
      and the Award Agreements shall be interpreted in a manner that results in their
      conforming to the requirements of Code Section 409A(a)(2), (3) and (4) and
      any
      Department of Treasury or Internal Revenue Service regulations or other
      interpretive guidance issued under Section 409A (whenever issued, the
“Guidance”).
      Notwithstanding anything to the contrary in this Plan (and unless the Award
      Agreement provides otherwise, with specific reference to this sentence), to
      the
      extent that a Participant holding an Award that constitutes “deferred
      compensation” under Section 409A and the Guidance is a “specified employee”
(also as defined thereunder), no distribution or payment of any amount shall
      be
      made before a date that is six (6) months following the date of such
      Participant's “separation from service” (as defined in Section 409A and the
      Guidance) or, if earlier, the date of the Participant's death.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    20.5 Deferral
      of Award Benefits.  The
      Administrator may in its discretion and upon such terms and conditions as it
      determines appropriate permit one or more Participants whom it selects to (a)
      defer compensation payable pursuant to the terms of an Award, or (b) defer
      compensation arising outside the terms of this Plan pursuant to a program that
      provides for deferred payment in satisfaction of such other compensation amounts
      through the issuance of one or more Awards. Any such deferral arrangement shall
      be evidenced by an Award Agreement in such form as the Administrator shall
      from
      time to time establish, and no such deferral arrangement shall be a valid and
      binding obligation unless evidenced by a fully executed Award Agreement, the
      form of which the Administrator has approved, including through the
      Administrator's establishing a written program (the “Program”)
      under
      this Plan to govern the form of Award Agreements participating in such Program.
      Any such Award Agreement or Program shall specify the treatment of dividends
      or
      dividend equivalent rights (if any) that apply to Awards governed thereby,
      and
      shall further provide that any elections governing payment of amounts pursuant
      to such Program shall be in writing, shall be delivered to the Company or its
      agent in a form and manner that complies with Code Section 409A and the
      Guidance, and shall specify the amount to be distributed in settlement of the
      deferral arrangement, as well as the time and form of such distribution in
      a
      manner that complies with Code Section 409A and the Guidance.

    


    20.6 Tax
      Consequences.  The
      Company and any Affiliate which is in existence or hereafter comes into
      existence shall not be liable to an Eligible Recipient, Participant, employee
      or
      any other persons as to any tax consequence realized by such person due to
      the
      receipt, vesting, exercise or settlement of any Option or other Award granted
      hereunder or due to the transfer of any Shares issued hereunder. The Participant
      is responsible for, and by accepting an Award under the Plan agrees to bear,
      all
      taxes of any nature that are legally imposed upon the Participant in connection
      with an Award, and the Company does not assume, and will not be liable to any
      party for, any cost or liability arising in connection with such tax liability
      legally imposed on the Participant. In particular, Awards issued under the
      Plan
      may be characterized by the U.S. Internal Revenue Service (the “IRS”)
      as
“deferred compensation” under the Code resulting in additional taxes, including
      in some cases interest and penalties. In the event the IRS determines that
      an
      Award constitutes deferred compensation under the Code or challenges any good
      faith characterization made by the Company or any other party of the tax
      treatment applicable to an Award, the Participant will be responsible for the
      additional taxes, and interest and penalties, if any, that are determined to
      apply if such challenge succeeds, and the Company will not reimburse the
      Participant for the amount of any additional taxes, penalties or interest that
      result.

    


    
      	
              ARTICLE
                21.

            	
              NO
                RIGHT TO EMPLOYMENT OR CONTINUATION OF
                RELATIONSHIP.

            


    

    


    21.1 No
      Right to Employment or Continuation of Relationship.
      Nothing
      in this Plan or any Award granted under the Plan will confer or be deemed to
      confer on any Participant any right to continue in the employ of, or to continue
      any other relationship with, the Company or any Parent, Subsidiary or Affiliate
      of the Company or limit in any way the right of the Company or any Parent,
      Subsidiary or Affiliate of the Company to terminate Participant’s employment or
      other relationship at any time, with or without cause.

    


    
      	
              ARTICLE
                22.

            	
              NON-EXCLUSIVITY
                OF THE PLAN.

            


    

    


    22.1 Non-Exclusivity
      of the Plan.
      Neither
      the adoption of the Plan by the Board, the submission of the Plan to the
      stockholders of the Company for approval, nor any provision of this Plan will
      be
      construed as creating any limitations on the power of the Board or the Committee
      to adopt such additional compensation arrangements as the Board may deem
      desirable, including, without limitation, the granting of stock options and
      bonuses otherwise than under the Plan, and such arrangements may be either
      generally applicable or applicable only in specific cases.

    


    
      	
              ARTICLE
                23.

            	
              MISCELLANEOUS
                PROVISIONS.

            


    

    


    23.1 No
      Rights Unless Specifically Granted.
      No
      Eligible Recipient, employee or other person shall have any claim or right
      to be
      granted an Award under the Plan under any contract, agreement or otherwise.
      Determinations made by the Administrator under the Plan need not be uniform
      and
      may be made selectively among Eligible Recipients under the Plan, whether or
      not
      such Eligible Recipients are similarly situated.

    


    23.2 No
      Rights Until Written Evidence Delivered.
      No
      Participant or other person shall have any right with respect to the Plan,
      the
      Shares reserved for issuance under the Plan or in any Award, contingent or
      otherwise, until written evidence of the Award, in the form of an Award
      Agreement, shall have been delivered to the recipient and all the terms,
      conditions and provisions of the Plan and the Award applicable to such recipient
      (and each person claiming under or through such recipient) have been
      met.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    23.3 Right
      to Withhold Payments.
      The
      Company and any Parent, Subsidiary and Affiliate of the Company shall have
      the
      right to deduct from any payment made under the Plan, any federal, state, local
      or foreign income or other taxes required by law to be withheld with respect
      to
      such payment. It shall be a condition to the obligation of the Company to issue
      Shares, other securities or property of the Company, other securities or
      property, or other forms of payment, or any combination thereof, upon exercise,
      settlement or payment of any Award under the Plan, that the Participant (or
      any
      beneficiary or person entitled to act) pay to the Company, upon its demand,
      such
      amount as may be requested by the Company for the purpose of satisfying any
      liability to withhold federal, state, local or foreign income or other taxes.
      If
      the amount requested is not paid, the Company may refuse to issue Shares, other
      securities or property of the Company, other securities or property, or other
      forms of payment, or any combination thereof. Notwithstanding anything in the
      Plan to the contrary, the Administrator may permit a Participant (or any
      beneficiary or person entitled to act) to elect to pay a portion or all of
      the
      amount requested by the Company for such taxes with respect to such Award,
      at
      such time and in such manner as the Administrator shall deem to be appropriate,
      including, but not limited to, by authorizing the Company to withhold, or
      agreeing to surrender to the Company on or about the date such tax liability
      is
      determinable, Shares, other securities or property of the Company, other
      securities or property, or other forms of payment, or any combination thereof,
      owned by such person or a portion of such forms of payment that would otherwise
      be distributed, or have been distributed, as the case may be, pursuant to such
      Award to such person, having a fair market value equal to the amount of such
      taxes.

    


    23.4 Expenses
      of Administration.
      The
      expenses of the Plan shall be borne by the Company. However, if an Award is
      made
      to an individual employed by or performing services for a Parent, Subsidiary
      or
      Affiliate of the Company:

    


    (a) if
      such
      Award results in payment of cash to the Participant, such Parent, Subsidiary
      or
      Affiliate shall pay to the Company an amount equal to such cash payment unless
      the Administrator shall otherwise determine;

    


    (b) if
      the
      Award results in the issuance by the Company to the Participant of Shares,
      other
      securities or property of the Company, other securities or property, or other
      forms of payment, or any combination thereof, such Parent, Subsidiary or
      Affiliate of the Company shall, unless the Administrator shall otherwise
      determine, pay to the Company an amount equal to the fair market value thereof,
      as determined by the Administrator, on the date such Shares, other securities
      or
      property of the Company, other securities or property, or other forms of
      payment, or any combination thereof, are issued (or, in the case of the issuance
      of Restricted Stock or of Shares, other securities or property of the Company,
      or other securities or property, or other forms of payment subject to transfer
      and forfeiture conditions, equal to the fair market value thereof on the date
      on
      which they are no longer subject to such applicable restrictions), minus the
      amount, if any, received by the Company in respect of the purchase of such
      Shares, other securities or property of the Company, other securities or
      property or other forms of payment, or any combination thereof, all as the
      Administrator shall determine; and

    


    (c) the
      foregoing obligations of any such Parent, Subsidiary or Affiliate of the Company
      shall survive and remain in effect and binding on such entity even if its status
      as a Parent, Subsidiary or Affiliate of the Company should subsequently cease,
      except as otherwise agreed by the Company and such Parent, Subsidiary or
      Affiliate.

    


    23.5 Unfunded
      Plan.
      The
      Plan shall be unfunded. The Company shall not be required to establish any
      special or separate fund or to make any other segregation of assets to assure
      the payment of any Award under the Plan, and rights to the payment of Awards
      shall be no greater than the rights of the Company’s general
      creditors.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    23.6 Acceptance
      of Award Deemed Consent.
      By
      accepting any Award or other benefit under the Plan, each Participant and each
      person claiming under or through such Participant shall be conclusively deemed
      to have indicated such Participant’s (or other person’s) acceptance and
      ratification of, and consent to, any action taken by the Company, Administrator,
      Board or Committee or their respective delegates under the Plan.

    


    23.7 Use
      of Terms.
      For the
      purposes of the Plan, in the use of any term, the singular includes the plural
      and the plural includes the singular wherever appropriate.

    


    23.8 Filing
      of Reports.
      The
      appropriate officers of the Company shall cause to be filed any reports, returns
      or other information regarding Awards hereunder or any Shares issued pursuant
      hereto as may be required by Section 13 or 15(d) of the Exchange Act (or any
      successor provision) or any other applicable statute, rule or
      regulation.

    


    23.9 Validity;
      Construction; Interpretation.
      The
      validity, construction, interpretation, administration and effect of the Plan,
      and of its rules and regulations, and rights relating to the Plan and Award
      Agreements and to Awards granted under the Plan, shall be governed by the
      substantive laws, but not the choice of law rules, of the State of
      Nevada.