Exhibit 4.1




                               GENTA INCORPORATED

                            1998 STOCK INCENTIVE PLAN

                 (AMENDED AND RESTATED EFFECTIVE APRIL 5, 2006)









                                Table of Contents
                                -----------------
                                                                          Page
                                                                          ----
                                    ARTICLE I
                                     GENERAL

1.1   Purpose ............................................................  1
1.2   Administration .....................................................  1
1.3   Persons Eligible for Awards ........................................  2
1.4   Types of Awards Under Plan .........................................  2
1.5   Shares Available for Awards ........................................  2
1.6   Definitions of Certain Terms .......................................  2

                                ARTICLE II
                           AWARDS UNDER THE PLAN

2.1   Agreements Evidencing Awards .......................................  3
2.2   No Rights as a Shareholder .........................................  4
2.3   Grant of Stock Options, Stock Appreciation Rights
        and Reload Options ...............................................  4
2.4   Exercise of Options and Stock Appreciation Rights ..................  5
2.5   Termination of Employment:  Death ..................................  6
2.6   Grant of Restricted Stock  .........................................  6
2.7   Grant of Restricted Stock Units  ...................................  7
2.8   Other Stock-Based Awards ...........................................  7
2.9   Grant of Dividend Equivalent Rights ................................  7
2.10  Right of Recapture .................................................  7

                                ARTICLE III
                               MISCELLANEOUS

3.1   Amendment of the Plan; Modifications of Awards .....................  8
3.2   Tax Withholding ....................................................  8
3.3   Restrictions  ......................................................  9
3.4   Nonassignability ...................................................  9
3.5   Requirement of Notification of Election Under Section 83(b)
        of the Code ......................................................  9
3.6   Requirement of Notification Upon Disqualifying Disposition Under
        Section 421(b) of the Code .......................................  9
3.7   Change in Control, Dissolution, Liquidation, Merger ................  9
3.8   Right of Discharge Reserved ........................................ 10
3.9   Nature of Payments ................................................. 11
3.10  Non-Uniform Determinations ......................................... 11
3.11  Other Payments or Awards ........................................... 11
3.12  Section Headings ................................................... 11
3.13  Effective Date and Term of Plan .................................... 11
3.14  Governing Law ...................................................... 11




                                    ARTICLE I
                                     GENERAL

1.1  Purpose
     -------

     The purpose of the Genta Incorporated 1998 Stock Incentive Plan, as amended
and restated effective April 5, 2006, (the "Plan") is to provide for officers,
other employees and directors of, and consultants to, Genta Incorporated (the
"Company") and its subsidiaries an incentive (a) to enter into and remain in the
service of the Company, (b) to enhance the long-term performance of the Company,
and (c) to acquire a proprietary interest in the success of the Company.

1.2  Administration
     --------------

     1.2.1 Subject to Section 1.2.6, the Plan shall be administered by the
Compensation Committee (the "Committee") of the board of directors of the
Company (the "Board"), which shall consist of not less than two directors. The
members of the Committee shall be appointed by, and serve at the pleasure of,
the Board. To the extent required for transactions under the Plan to qualify for
the exemptions available under Rule 16b-3 ("Rule 16b-3") promulgated under the
Securities Exchange Act of 1934 (the "1934 Act"), all actions relating to awards
to persons subject to Section 16 of the 1934 Act shall be taken by the Board
unless each person who serves on the Committee is a "non-employee director"
within the meaning of Rule 16b-3 or such actions are taken by a sub-committee of
the Committee (or the Board) comprised solely of "non-employee directors". To
the extent required for compensation realized from awards under the Plan to be
deductible by the Company pursuant to section 162(m) of the Internal Revenue
Code of 1986 (the "Code"), the members of the Committee shall be "outside
directors" within the meaning of section 162(m).

     1.2.2 The Committee shall have the authority (a) to exercise all of the
powers granted to it under the Plan; (b) to construe, interpret and implement
the Plan and any plan agreements executed pursuant to Section 2.1; (c) to
prescribe, or amend and rescind rules and regulations relating to the Plan,
including rules governing its own operations; (d) to make all determinations
necessary or advisable in administering the Plan; (e) to correct any defect,
supply any omission and reconcile any inconsistency in the Plan; (f) to amend
the Plan to reflect changes in applicable law; (g) to determine whether, to what
extent and under what circumstances awards may be settled or exercised in cash,
Shares of Common Stock, other securities, other awards or other property, or
canceled, forfeited or suspended and the method or methods by which awards may
be settled, canceled, forfeited or suspended; (h) to determine whether, to what
extent and under what circumstances cash, shares of Common Stock, other
securities, other awards or other property and other amounts payable with
respect to an award shall be deferred either automatically or at the election of
the holder thereof or of the Committee; and (i) to determine whether, to what
extent and under what circumstances the management of the day-to-day operations
of the Plan and the functions of the Company with respect thereto, including,
without limitation, processing of the exercise of options and holding and sales
of option shares by grantees, shall be delegated to a registered broker-dealer
or other qualified third party.

     1.2.3 Actions of the Committee shall be taken by the vote of a majority of
its members. Any action may be taken by a written instrument signed by a
majority of the Committee members, and action so taken shall be fully as
effective as if it had been taken by a vote at a meeting.

     1.2.4 The determination of the Committee on all matters relating to the
Plan or any plan agreement shall be final, binding and conclusive.

     1.2.5 No member of the Committee shall be liable for any action or
determination made in good faith with respect to the Plan or any award
thereunder.

     1.2.6 Notwithstanding anything to the contrary contained herein: (a) until
the Board shall appoint the members of the Committee, the Plan shall be
administered by the Board; and (b) the Board may, in its sole discretion, at any
time and from time to time, grant awards or resolve to administer the Plan. In
either of the foregoing events, the Board shall have all of the authority and
responsibility granted to the Committee herein.



                                       1


1.3  Persons Eligible for Awards
     ---------------------------

     Awards under the Plan may be made to such directors (including directors
who are not employees), officers and other employees of the Company and its
subsidiaries (including prospective employees conditioned on their becoming
employees), and to such consultants, advisers and other independent contractors
of the Company and its subsidiaries (collectively, "key persons"), as the
Committee shall select in its discretion.

1.4  Types of Awards Under Plan
     --------------------------

     Awards may be made under the Plan in the form of (a) incentive stock
options (within the meaning of section 422 of the Code); (b) non-qualified stock
options; (c) stock appreciation rights; (d) dividend equivalent rights; (e)
restricted stock; (f) restricted stock units; and (g) other stock-based awards,
all as more fully set forth in Article II. The term "award" means any of the
foregoing. No incentive stock option (other than an incentive stock option that
may be assumed or issued by the Company in connection with a transaction to
which section 424(a) of the Code applies) may be granted to a person who is not
an employee of the Company on the date of grant.

1.5  Shares Available for Awards
     ---------------------------

     1.5.1 Total shares available. The total number of shares of common stock of
the Company, par value $0.001 per share ("Common Stock"), which may be
transferred pursuant to awards granted under the Plan shall not exceed
20,500,000. Such shares may be authorized but unissued Common Stock or
authorized and issued Common Stock held in the Company's treasury or acquired by
the Company for the purposes of the Plan. The Committee may direct that a) a
stop order may be placed in effect with respect to shares issued pursuant to the
Plan and b) any stock certificate evidencing shares issued pursuant to the Plan
shall bear a legend setting forth such restrictions on transferability as may
apply to such shares pursuant to the Plan. If, after the effective date of the
Plan, any award is forfeited or any award otherwise terminates or is cancelled
without the delivery of shares of Common Stock, then the shares covered by such
award or to which such award relates shall again become available for transfer
pursuant to awards granted or to be granted under this Plan. Any shares of
Common Stock delivered by the Company, any shares of Common Stock with respect
to which awards are made by the Company and any shares of Common Stock with
respect to which the Company becomes obligated to make awards, through the
assumption of, or in substitution for, outstanding awards previously granted by
an acquired entity, shall not be counted against the shares available for awards
under this Plan.

     1.5.2 Individual Limit. The total number of shares of Common Stock with
respect to which stock options and stock appreciation rights may be granted to
any one employee of the Company or a subsidiary during any two-year period shall
not exceed 8,000,000 shares.

     1.5.3 Adjustments. Subject to any required action by the shareholders of
the Company, the number of shares of Common Stock covered by each outstanding
award, the number of shares available for awards, the number of shares that may
be subject to awards to any one employee, and the price per share of Common
Stock covered by each such outstanding award shall be proportionately adjusted
for any increase or decrease in the number of issued shares of Common Stock
resulting from a stock split, reverse stock split, stock dividend, combination
or reclassification of the Common Stock, or any other increase or decrease in
the number of issued shares of Common Stock effected without receipt of
consideration by the Company; provided, however, that conversion of any
convertible securities of the Company shall not be deemed to have been "effected
without receipt of consideration." Such adjustment shall be made by the
Committee, whose determination in that respect shall be final, binding and
conclusive. Except as expressly provided herein or in the applicable plan
agreement, no issuance by the Company of shares of stock of any class, or
securities convertible into shares of stock of any class, shall affect, and no
adjustment by reason thereof shall be made with respect to, the number or price
of shares of Common Stock subject to an award. After any adjustment made
pursuant to this Section 1.5.3, the number of shares subject to each outstanding
award shall be rounded to the nearest whole number.

     1.5.4 Except as provided in this Section 1.5 and in Section 2.3.8, there
shall be no limit on the number or the value of the shares of Common Stock that
may be subject to awards to any individual under the Plan.

1.6  Definitions of Certain Terms
     ----------------------------

     1.6.1 The "Fair Market Value" of a share of Common Stock on any day shall
be determined as follows.


                                       2


          (a) If the principal market for the Common Stock (the "Market") is a
     national securities exchange or the National Association of Securities
     Dealers Automated Quotation System ("NASDAQ") National Market or Small Cap
     Market, the last sale price or, if no reported sales take place on the
     applicable date, the average of the high bid and low asked price of Common
     Stock as reported for such Market on such date or, if no such quotation is
     made on such date, on the next preceding day on which there were
     quotations, provided that such quotations shall have been made within the
     ten (10) business days preceding the applicable date;

          (b) If the Common Stock is actively traded but paragraph (a) does not
     apply, the average of the high bid and low asked price for Common Stock on
     the applicable date, or, if no such quotations shall have been made on such
     date, on the next preceding day on which there were quotations, provided
     that such quotations shall have been made within the ten (10) business days
     preceding the applicable date; or,

          (c) In the event that neither paragraph (a) nor (b) shall apply, the
     Fair Market Value of a share of Common Stock on any day shall be determined
     in good faith by the Committee.

     1.6.2 The term "incentive stock option" means an option that is intended to
qualify for special federal income tax treatment pursuant to sections 421 and
422 of the Code, as now constituted or subsequently amended, or pursuant to a
successor provision of the Code, and which is so designated in the applicable
plan agreement. Any option that is not specifically designated as an incentive
stock option shall under no circumstances be considered an incentive stock
option. Any option that is not an incentive stock option is referred to herein
as a "nonqualified stock option."

     1.6.3 The term "employment" means, in the case of a grantee of an award
under the Plan who is not an employee of the Company, the grantee's association
with the Company or a subsidiary as a director, consultant, adviser, other
independent contractor or otherwise.

     1.6.4 A grantee shall be deemed to have a "termination of employment" upon
ceasing to be employed by the Company and all of its subsidiaries or by a
corporation assuming awards in a transaction to which section 424(a) of the Code
applies. The Committee may in its discretion determine (a) whether any leave of
absence constitutes a termination of employment for purposes of the Plan; (b)
the impact, if any, of any such leave of absence on awards theretofore made
under the Plan; and (c) when a change in a non-employee's association with the
Company constitutes a termination of employment for purposes of the Plan. The
Committee shall have the right to determine whether a grantee's termination of
employment is a dismissal for cause and the date of termination in such case,
which date the Committee may retroactively deem to be the date of the action
that is cause for dismissal. Such determinations of the Committee shall be
final, binding and conclusive.

     1.6.5 The term "cause," when used in connection with termination of a
grantee's employment, shall have the meaning set forth in any then-effective
employment agreement between the grantee and the Company or a subsidiary
thereof. In the absence of such an employment agreement provision, "cause"
means: (a) conviction of any crime (whether or not involving the Company or its
subsidiaries) constituting a felony in the jurisdiction involved; (b) engaging
in any act which, in each case, subjects, or if generally known would subject,
the Company or its subsidiaries to public ridicule or embarrassment; (c)
material violation of the Company's or a subsidiary's policies, including,
without limitation, those relating to sexual harassment or the disclosure or
misuse of confidential information; or (d) serious neglect or misconduct in the
performance of the grantee's duties for the Company or a subsidiary or willful
or repeated failure or refusal to perform such duties; in each case as
determined by the Committee, which determination shall be final, binding and
conclusive.


                                   ARTICLE II
                              AWARDS UNDER THE PLAN

2.1  Agreements Evidencing Awards
     ----------------------------

     Each award granted under the Plan (except an award of unrestricted stock)
shall be evidenced by a written agreement ("plan agreement") which shall contain
such provisions as the Committee in its discretion deems necessary or desirable.


                                       3


Such provisions may include, without limitation, a requirement that the grantee
acknowledge that such shares are acquired for investment purposes only. The
Committee may grant awards in tandem with or in substitution for any other award
or awards granted under this Plan or any award granted under any other plan of
the Company or any subsidiary. Payments or transfers to be made by the Company
or any subsidiary upon the grant, exercise or payment of an award may be made in
such form as the Committee shall determine, including cash, shares of Common
Stock, other securities, other awards or other property and may be made in a
single payment or transfer, in installments or on a deferred basis, in each case
in accordance with rules established by the Committee. By accepting an award
pursuant to the Plan, a grantee thereby agrees that the award shall be subject
to all of the terms and provisions of the Plan, the applicable plan agreement,
and the determinations of the Committee.

2.2  No Rights as a Shareholder
     --------------------------

     No grantee of an option or stock appreciation right (or other person having
the right to exercise such award) shall have any of the rights of a shareholder
of the Company with respect to shares subject to such award until a) the
issuance of a stock certificate to such person for such shares or b) the
book-entry ownership is reflected for the nominee of such person who holds such
shares in "street name." Except as otherwise provided in Section 1.5.3, no
adjustment shall be made for dividends, distributions or other rights (whether
ordinary or extraordinary, and whether in cash, securities or other property)
for which the record date is prior to the date such shares are issued.

2.3  Grant of Stock Options, Stock Appreciation
     Rights and Reload Options
     -------------------------

     2.3.1 The Committee may grant incentive stock options and nonqualified
stock options (collectively, "options") to purchase shares of Common Stock from
the Company, to such key persons, in such amounts and subject to such terms and
conditions, as the Committee shall determine in its discretion, subject to the
provisions of the Plan.

     2.3.2 The Committee may grant stock appreciation rights to such key
persons, in such amounts and subject to such terms and conditions, as the
Committee shall determine in its discretion, subject to the provisions of the
Plan. Stock appreciation rights may be granted in connection with all or any
part of, or independently of, any option granted under the Plan. A stock
appreciation right granted in connection with a nonqualified stock option may be
granted at or after the time of grant of such option. A stock appreciation right
granted in connection with an incentive stock option may be granted only at the
time of grant of such option.

     2.3.3 The grantee of a stock appreciation right shall have the right,
subject to the terms of the Plan and the applicable plan agreement, to receive
from the Company an amount equal to (a) the excess of the Fair Market Value of a
share of Common Stock on the date of exercise of the stock appreciation right
over (b) the exercise price of such right as set forth in the plan agreement (or
over the option exercise price if the stock appreciation right is granted in
connection with an option), multiplied by (c) the number of shares with respect
to which the stock appreciation right is exercised. Payment upon exercise of a
stock appreciation right shall be in cash or in shares of Common Stock (valued
at their Fair Market Value on the date of exercise of the stock appreciation
right) or both, all as the Committee shall determine in its discretion. Upon the
exercise of a stock appreciation right granted in connection with an option, the
number of shares subject to the option shall be correspondingly reduced by the
number of shares with respect to which the stock appreciation right is
exercised. Upon the exercise of an option in connection with which a stock
appreciation right has been granted, the number of shares subject to the stock
appreciation right shall be correspondingly reduced by the number of shares with
respect to which the option is exercised.

     2.3.4 Each plan agreement with respect to an option shall set forth the
amount (the "option exercise price") payable by the grantee to the Company upon
exercise of the option evidenced thereby. The option exercise price per share
shall be determined by the Committee in its discretion; provided, however, that
the option exercise price of an incentive stock option shall be at least 100% of
the Fair Market Value of a share of Common Stock on the date the option is
granted (except as permitted in connection with the assumption or issuance of
options in a transaction to which section 424(a) of the Code applies), and
provided further that in no event shall the option exercise price be less than
the par value of a share of Common Stock.


                                       4


     2.3.5 Each plan agreement with respect to an option or stock appreciation
right shall set forth the periods during which the award evidenced thereby shall
be exercisable, whether in whole or in part. Such periods shall be determined by
the Committee in its discretion; provided, however, that no incentive stock
option (or a stock appreciation right granted in connection with an incentive
stock option) shall be exercisable more than 10 years after the date of grant.

     2.3.6 The Committee may in its discretion include in any plan agreement
with respect to an option (the "original option") a provision that an additional
option (the "additional option") shall be granted to any grantee who, pursuant
to Section 2.4.3(b), delivers shares of Common Stock in partial or full payment
of the exercise price of the original option. The additional option shall be for
a number of shares of Common Stock equal to the number thus delivered, shall
have an exercise price equal to the Fair Market Value of a share of Common Stock
on the date of exercise of the original option, and shall have an expiration
date no later than the expiration date of the original option. In the event that
a plan agreement provides for the grant of an additional option, such agreement
shall also provide that the exercise price of the original option be no less
than the Fair Market Value of a share of Common Stock on its date of grant, and
that any shares that are delivered pursuant to Section 2.4.3(b) in payment of
such exercise price shall have been held for at least six months.

     2.3.7 To the extent that the aggregate Fair Market Value (determined as of
the time the option is granted) of the stock with respect to which incentive
stock options granted under this Plan and all other plans of the Company and any
subsidiary are first exercisable by any employee during any calendar year shall
exceed the maximum limit (currently, $100,000), if any, imposed from time to
time under section 422 of the Code, such options shall be treated as
nonqualified stock options.

     2.3.8 Notwithstanding the provisions of Sections 2.3.4 and 2.3.5, to the
extent required under section 422 of the Code, an incentive stock option may not
be granted under the Plan to an individual who, at the time the option is
granted, owns stock possessing more than 10% of the total combined voting power
of all classes of stock of his employer corporation or of its parent or
subsidiary corporations (as such ownership may be determined for purposes of
section 422(b)(6) of the Code) unless (a) at the time such incentive stock
option is granted the option exercise price is at least 110% of the Fair Market
Value of the shares subject thereto and (b) the incentive stock option by its
terms is not exercisable after the expiration of five (5) years from the date it
is granted.

2.4  Exercise of Options and Stock Appreciation Rights
     -------------------------------------------------

     Subject to the provisions of this Article II, each option or stock
appreciation right granted under the Plan shall be exercisable as follows:

     2.4.1 Unless the applicable plan agreement otherwise provides, an option or
stock appreciation right shall become exercisable in four substantially equal
installments, on each of the first, second, third and fourth anniversaries of
the date of grant, and each installment, once it becomes exercisable, shall
remain exercisable until expiration, cancellation or termination of the award.

     2.4.2 Unless the applicable plan agreement otherwise provides, an option or
stock appreciation right may be exercised from time to time as to all or part of
the shares as to which such award is then exercisable (but, in any event, only
for whole shares). A stock appreciation right granted in connection with an
option may be exercised at any time when, and to the same extent that, the
related option may be exercised. An option or stock appreciation right shall be
exercised by the filing of a written notice with the Company, on such form and
in such manner as the Committee shall prescribe.

     2.4.3 Any written notice of exercise of an option shall be accompanied by
payment for the shares being purchased or such other document that the Committee
may prescribe. Such payment shall be made: (a) by certified or official bank
check (or the equivalent thereof acceptable to the Company) for the full option
exercise price; or (b) unless the applicable plan agreement provides otherwise,
by delivery of shares of Common Stock (which, if acquired pursuant to exercise
of a stock option, were acquired at least six months prior to the option
exercise date) and having a Fair Market Value (determined as of the exercise
date) equal to all or part of the option exercise price and a certified or
official bank check (or the equivalent thereof acceptable to the Company) for
any remaining portion of the full option exercise price; or (c) at the
discretion of the Committee and to the extent permitted by law, by such other
method as the Committee may from time to time prescribe.


                                       5


     2.4.4 Promptly after receiving payment of the full option exercise price,
or after receiving notice of the exercise of a stock appreciation right for
which payment will be made partly or entirely in shares, the Company shall,
subject to the provisions of Section 3.3 (relating to certain restrictions),
provide for the issuance of the shares of Common Stock for which the award has
been exercised. If the method of payment employed upon option exercise so
requires, and if applicable law permits, an optionee may direct the Company to
deliver the certificate(s) to the optionee's stockbroker.

2.5  Termination of Employment; Death
     --------------------------------

     2.5.1 Except to the extent otherwise provided in Section 2.5.2 or 2.5.3 or
in the applicable plan agreement, all options and stock appreciation rights not
theretofore exercised shall terminate upon termination of the grantee's
employment for any reason (including death).

     2.5.2 Except to the extent otherwise provided in the applicable plan
agreement, if a grantee's employment terminates for any reason other than death
or dismissal for cause, the grantee may exercise any outstanding option or stock
appreciation right on the following terms and conditions: (a) exercise may be
made only to the extent that the grantee was entitled to exercise the award on
the date of employment termination; and (b) exercise must occur within ninety
(90) days after employment terminates, except that this ninety day period shall
be increased to one year if the termination is by reason of disability, but in
no event after the expiration date of the award as set forth in the plan
agreement. In the case of an incentive stock option, the term "disability" for
purposes of the preceding sentence shall have the meaning given to it by section
422(c)(6) of the Code.

     2.5.3 Except to the extent otherwise provided in the applicable plan
agreement, if a grantee dies while employed by the Company or any subsidiary, or
after employment termination but during the period in which the grantee's awards
are exercisable pursuant to Section 2.5.2, any outstanding option or stock
appreciation right shall be exercisable on the following terms and conditions:
(a) exercise may be made only to the extent that the grantee was entitled to
exercise the award on the date of death; and (b) exercise must occur by the
earlier of the first anniversary of the grantee's death or the expiration date
of the award. Any such exercise of an award following a grantee's death shall be
made only by the grantee's executor or administrator, unless the grantee's will
specifically disposes of such award, in which case such exercise shall be made
only by the recipient of such specific disposition. If a grantee's personal
representative or the recipient of a specific disposition under the grantee's
will shall be entitled to exercise any award pursuant to the preceding sentence,
such representative or recipient shall be bound by all the terms and conditions
of the Plan and the applicable plan agreement which would have applied to the
grantee.

2.6  Grant of Restricted Stock
     -------------------------

     2.6.1 The Committee may grant restricted shares of Common Stock to such key
persons, in such amounts, and subject to such terms and conditions as the
Committee shall determine in its discretion, subject to the provisions of the
Plan. Restricted stock awards may be made independently of or in connection with
any other award under the Plan. A grantee of a restricted stock award shall have
no rights with respect to such award unless such grantee accepts the award
within such period as the Committee shall specify by executing a plan agreement
in such form as the Committee shall determine and, if the Committee shall so
require, makes payment to the Company by certified or official bank check (or
the equivalent thereof acceptable to the Company) in such amount as the
Committee may determine.

     2.6.2 Promptly after a grantee accepts a restricted stock award, the
Company shall issue in the grantee's name a certificate or certificates for the
shares of Common Stock covered by the award. Upon the issuance of such
certificate(s), the grantee shall have the rights of a shareholder with respect
to the restricted stock, subject to the non-transferability restrictions and
Company repurchase rights described in Sections 2.6.4 and 2.6.5 and to such
other restrictions and conditions as the Committee in its discretion may include
in the applicable plan agreement.

     2.6.3 Unless the Committee shall otherwise determine, any certificate
issued evidencing shares of restricted stock shall remain in the possession of
the Company until such shares are free of any restrictions specified in the
applicable plan agreement.


                                       6


     2.6.4 Shares of restricted stock may not be sold, assigned, transferred,
pledged or otherwise encumbered or disposed of except as specifically provided
in this Plan or the applicable plan agreement. The Committee at the time of
grant shall specify the date or dates (which may depend upon or be related to
the attainment of performance goals and other conditions) on which the
non-transferability of the restricted stock shall lapse. Unless the applicable
plan agreement provides otherwise, additional shares of Common Stock or other
property distributed to the grantee in respect of shares of restricted stock, as
dividends or otherwise, shall be subject to the same restrictions applicable to
such restricted stock.

     2.6.5 During the 120 days following termination of the grantee's employment
for any reason, the Company shall have the right to require the return of any
shares to which restrictions on transferability apply, in exchange for which the
Company shall repay to the grantee (or the grantee's estate) the lesser of (a)
the Fair Market Value of the shares, or (b) any amount paid by the grantee for
such shares.

2.7  Grant of Restricted Stock Units
     -------------------------------

     2.7.1 The Committee may grant awards of restricted stock units to such key
persons, in such amounts, and subject to such terms and conditions as the
Committee shall determine in its discretion, subject to the provisions of the
Plan. Restricted stock units may be awarded independently of or in connection
with any other award under the Plan.

     2.7.2 At the time of grant, the Committee shall specify the date or dates
on which the restricted stock units shall become fully vested and
nonforfeitable, and may specify such conditions to vesting as it deems
appropriate. In the event of the termination of the grantee's employment by the
Company and its subsidiaries for any reason, restricted stock units that have
not become nonforfeitable shall be forfeited and cancelled.

     2.7.3 At the time of grant, the Committee shall specify the maturity date
applicable to each grant of restricted stock units, which may be determined at
the election of the grantee. Such date may be later than the vesting date or
dates of the award. On the maturity date, the Company shall transfer to the
grantee one unrestricted, fully transferable share of Common Stock for each
restricted stock unit scheduled to be paid out on such date and not previously
forfeited. The Committee shall specify the purchase price, if any, to be paid by
the grantee to the Company for such shares of Common Stock.

2.8  Other Stock-Based Awards
     ------------------------

     The Committee may grant other types of stock-based awards (including the
grant of unrestricted shares) to such key persons, in such amounts and subject
to such terms and conditions, as the Committee shall in its discretion
determine, subject to the provisions of the Plan. Such awards may entail the
transfer of actual shares of Common Stock to Plan participants, or payment in
cash or otherwise of amounts based on the value of shares of Common Stock.

2.9  Grant of Dividend Equivalent Rights
     -----------------------------------

     The Committee may in its discretion include in the plan agreement with
respect to any award a dividend equivalent right entitling the grantee to
receive amounts equal to the ordinary dividends that would be paid, during the
time such award is outstanding and unexercised, on the shares of Common Stock
covered by such award if such shares were then outstanding. In the event such a
provision is included in a plan agreement, the Committee shall determine whether
such payments shall be made in cash, in shares of Common Stock or in another
form, whether they shall be conditioned upon the exercise of the award to which
they relate, the time or times at which they shall be made, and such other terms
and conditions as the Committee shall deem appropriate.

2.10 Right of Recapture
     ------------------

     2.10.1 If at any time within one year after the date on which a participant
exercises an option or stock appreciation right, or on which restricted stock
vests, or which is the maturity date of restricted stock units, or on which
income is realized by a participant in connection with any other stock-based
award (each of which events is a "realization event"), the participant (a) is
terminated for cause or (b) engages in any activity determined in the discretion
of the Committee to be in


                                       7


competition with any activity of the Company, or otherwise inimical, contrary or
harmful to the interests of the Company (including, but not limited to,
accepting employment with or serving as a consultant, adviser or in any other
capacity to an entity that is in competition with or acting against the
interests of the Company), then any gain realized by the participant from the
realization event shall be paid by the participant to the Company upon notice
from the Company. Such gain shall be determined as of the date of the
realization event, without regard to any subsequent change in the Fair Market
Value of a share of Common Stock. The Company shall have the right to offset
such gain against any amounts otherwise owed to the participant by the Company
(whether as wages, vacation pay, or pursuant to any benefit plan or other
compensatory arrangement).


                                   ARTICLE III
                                  MISCELLANEOUS

3.1  Amendment of the Plan; Modification of Awards
     ---------------------------------------------

     3.1.1 The Board may from time to time suspend, discontinue, revise or amend
the Plan in any respect whatsoever, except that no such amendment shall
materially impair any rights or materially increase any obligations under any
award theretofore made under the Plan without the consent of the grantee (or,
after the grantee's death, the person having the right to exercise the award).
For purposes of this Section 3.1, any action of the Board or the Committee that
alters or affects the tax treatment of any award shall not be considered to
materially impair any rights of any grantee.

     3.1.2 Shareholder approval of any amendment shall be obtained to the extent
necessary to comply with section 422 of the Code (relating to incentive stock
options) or other applicable law or regulation.

     3.1.3 Except as otherwise provided in Section 3.1.4 hereof, the Committee
may amend any outstanding plan agreement, including, without limitation, by
amendment which would accelerate the time or times at which the award becomes
unrestricted or may be exercised, or waive or amend any goals, restrictions or
conditions set forth in the agreement. However, any such amendment (other than
an amendment pursuant to Section 3.7.2, relating to change in control) that
materially impairs the rights or materially increases the obligations of a
grantee under an outstanding award shall be made only with the consent of the
grantee (or, upon the grantee's death, the person having the right to exercise
the award).

     3.1.4 Notwithstanding anything to the contrary contained in Section 3.1.3
hereof, without the prior approval of the Company's shareholders, any option
issued under the Plan will not be repriced by (i) lowering the option exercise
price of the previously granted option (other than pursuant to a corporate
reorganization, merger or liquidation involving the assumption of such option),
or (ii) the granting of a new option under the Plan with a lower exercise price
than an option previously granted under the Plan within six (6) months before or
after cancellation of such previously granted option.

3.2  Tax Withholding
     ---------------

     3.2.1 As a condition to the receipt of any shares of Common Stock pursuant
to any award or the lifting of restrictions on any award, or in connection with
any other event that gives rise to a federal or other governmental tax
withholding obligation on the part of the Company relating to an award
(including, without limitation, FICA tax), the Company shall be entitled to
require that the grantee remit to the Company an amount sufficient in the
opinion of the Company to satisfy such withholding obligation.

     3.2.2 If the event giving rise to the withholding obligation is a transfer
of shares of Common Stock, then, unless otherwise specified in the applicable
plan agreement, the grantee may satisfy the withholding obligation imposed under
Section 3.2.1 by electing to have the Company withhold shares up to an amount
that does not exceed the grantee's minimum applicable withholding tax rate for
federal (including, without limitation, FICA tax) or other governmental tax
liabilities.



                                       8


3.3  Restrictions
     ------------

     3.3.1 If the Committee shall at any time determine that any consent (as
hereinafter defined) is necessary or desirable as a condition of, or in
connection with, the granting of any award under the Plan, the issuance or
purchase of shares or other rights thereunder, or the taking of any other action
thereunder (each such action a "plan action"), then such plan action shall not
be taken, in whole or in part, unless and until such consent shall have been
effected or obtained to the full satisfaction of the Committee.

     3.3.2 The term "consent" as used herein with respect to any plan action
means (a) any and all listings, registrations or qualifications in respect
thereof upon any securities exchange or under any federal, state or local law,
rule or regulation, (b) any and all written agreements and representations by
the grantee with respect to the disposition of shares, or with respect to any
other matter, which the Committee shall deem necessary or desirable to comply
with the terms of any such listing, registration or qualification or to obtain
an exemption from the requirement that any such listing, qualification or
registration be made and (c) any and all consents, clearances and approvals in
respect of a plan action by any governmental or other regulatory bodies.

3.4  Nonassignability
     ----------------

     Except to the extent otherwise provided in the applicable plan agreement,
no award or right granted to any person under the Plan shall be assignable or
transferable other than by will or by the laws of descent and distribution, and
all such awards and rights shall be exercisable during the life of the grantee
only by the grantee or the grantee's legal representative.

3.5  Requirement of Notification of
     Election Under Section 83(b) of the Code
     ----------------------------------------

     If any grantee shall, in connection with the acquisition of shares of
Common Stock under the Plan, make the election permitted under section 83(b) of
the Code (that is, an election to include in gross income in the year of
transfer the amounts specified in section 83(b)), such grantee shall notify the
Company of such election within ten (10) days of filing notice of the election
with the Internal Revenue Service, in addition to any filing and notification
required pursuant to regulations issued under the authority of Code section
83(b).

3.6  Requirement of Notification Upon Disqualifying
     Disposition Under Section 421(b) of the Code
     --------------------------------------------

     If any grantee shall make any disposition of shares of Common Stock issued
pursuant to the exercise of an incentive stock option under the circumstances
described in section 421(b) of the Code (relating to certain disqualifying
dispositions), such grantee shall notify the Company of such disposition within
10 days thereof.


3.7  Change in Control, Dissolution, Liquidation, Merger
     ---------------------------------------------------

     3.7.1 For purposes of this Section 3.7, a "change in control" shall have
occurred if:

          (a) any "person", as such term is used in Sections 13(d) and 14(d) of
     the 1934 Act other than (i) the Current Shareholders of the Company as of
     the effective date of the Plan (the "Current Shareholders", such term to
     include their heirs or estates, or trusts or other entities the primary
     beneficiaries of which are the Current Shareholders or persons designated
     by them), (ii) the Company or any subsidiary of the Company, (iii) any
     trustee or other fiduciary holding securities under an employee benefit
     plan of the Company or any subsidiary of the Company, or (iv) any company
     owned, directly or indirectly, by the shareholders of the Company in
     substantially the same proportions as their ownership of stock of the
     Company), is or becomes the "beneficial owner" (as defined in Rule 13d-3
     under the 1934 Act), directly or indirectly, of securities of the Company
     representing more than 50% of the combined voting power of the Company's
     then outstanding securities without the prior written consent of the
     Committee or the Board; or

          (b) during any period of twenty-four (24) consecutive months,
     individuals who at the effective date of the Plan constitute the Board and
     any new director whose election by the Board or nomination for election by
     the Company


                                       9


     shareholders was approved by a vote of at least a majority of the directors
     then still in office who either were directors at the beginning of the
     period or whose election or nomination for election was previously so
     approved, cease for any reason to constitute at least a majority thereof;

          (c) the shareholders of the Company approve a merger or consolidation
     of the Company with any other company (other than a wholly-owned subsidiary
     of the Company), other than (i) a merger or consolidation which would
     result in the voting securities of the Company outstanding immediately
     prior thereto continuing to represent (either by remaining outstanding or
     by being converted into voting securities of the surviving entity) 50% or
     more of the combined voting power of voting securities of the Company or
     such surviving entity outstanding immediately after such merger or
     consolidation or (ii) a merger or consolidation effected to implement a
     recapitalization of the Company (or similar transaction) in which no
     "person" (as defined in Section 3.7.1(a) above with the exceptions noted in
     section 3.7.1(a)) acquires more than 50% of the combined voting power of
     the Company's then outstanding securities; or

          (d) the shareholders of the Company approve a plan of complete
     liquidation of the Company or an agreement for the sale or disposition by
     the Company of all or substantially all of the Company's assets (or any
     transaction having a similar effect).

     3.7.2 Upon the happening of a change in control:

          (a) subject to the provisions of Section 2.5 above, in the event of a
     change in control, any option or stock appreciation right then outstanding
     shall become fully vested and immediately exercisable upon such change in
     control unless the applicable plan agreement expressly provides otherwise;
     and

          (b) to the fullest extent permitted by law, the Committee may, in its
     sole discretion, amend any plan agreement in such manner as it deems
     appropriate, including, without limitation, by amendments that advance the
     dates upon which any or all outstanding awards of any type shall terminate.

     3.7.3 In the event of the proposed dissolution or liquidation of the
Company, all outstanding awards will terminate immediately prior to the
consummation of such proposed action, unless otherwise provided by the
Committee. The Committee may, in the exercise of its sole discretion in such
instances, accelerate the date on which any award becomes exercisable or fully
vested and/or declare that any award shall terminate as of a specified date.

     3.7.4 In the event of a merger or consolidation ("merger") of the Company
with or into any other corporation or entity ("successor corporation"),
outstanding awards shall be assumed or an equivalent option or right shall be
substituted by such successor corporation or a parent or subsidiary of such
successor corporation, unless the Committee determines, in the exercise of its
sole discretion, to accelerate the date on which an award becomes exercisable or
fully vested. In the absence of an assumption or substitution of awards, awards
shall, to the extent not exercised, terminate as of the date of the closing of
the merger. For the purposes of this Section 3.7.4, an award shall be considered
assumed if, for every share of Common Stock subject thereto immediately prior to
the merger, the grantee has the right, following the merger, to acquire the
consideration received in the merger transaction by holders of shares of Common
Stock (and if holders were offered a choice of consideration, the type of
consideration chosen by the holders of a majority of the outstanding shares);
provided, however, that if such consideration received in the merger was not
solely common stock of the successor corporation or its parent, the Committee
may, with the consent of the successor corporation and the participant, provide
for the consideration to be acquired pursuant to the award, for each share of
Common Stock subject thereto, to be solely common stock of the successor
corporation or its parent equal in fair market value to the per share
consideration received by holders of Common Stock in the merger. For purposes
hereof, the term "merger" shall include any transaction in which another
corporation acquires all of the issued and outstanding Common Stock of the
Company.

3.8  Right of Discharge Reserved
     ---------------------------

     Nothing in the Plan or in any plan agreement shall confer upon any grantee
the right to continue in the employ of the Company or any subsidiary or affect
any right which the Company or any subsidiary may have to terminate such
employment.


                                       10


3.9  Nature of Payments
     ------------------

     3.9.1 Any and all grants of awards and issuances of shares of Common Stock
under the Plan shall be in consideration of services performed for the Company
by the grantee.

     3.9.2 All such grants and issuances shall constitute a special incentive
payment to the grantee and shall not be taken into account in computing the
amount of salary or compensation of the grantee for the purpose of determining
any benefits under any pension, retirement, profit-sharing, bonus, life
insurance or other benefit plan of the Company or of any subsidiary or under any
agreement with the grantee, unless such plan or agreement specifically provides
otherwise.

3.10 Non-Uniform Determinations
     --------------------------

     The Committee's determinations under the Plan need not be uniform and may
be made by it selectively among persons who receive, or are eligible to receive,
awards under the Plan (whether or not such persons are similarly situated).
Without limiting the generality of the foregoing, the Committee shall be
entitled, among other things, to make non-uniform and selective determinations,
and to enter into non-uniform and selective Plan agreements, as to (a) the
persons to receive awards under the Plan, (b) the terms and provisions of awards
under the Plan and (c) the treatment of leaves of absence pursuant to Section
1.6.4.

3.11 Other Payments or Awards
     ------------------------

     Nothing contained in the Plan shall be deemed in any way to limit or
restrict the Company from making any award or payment to any person under any
other plan, arrangement or understanding, whether now existing or hereafter in
effect.

3.12 Section Headings
     ----------------

     The section headings contained herein are for the purpose of convenience
only and are not intended to define or limit the contents of the sections.

3.13 Effective Date and Term of Plan
     -------------------------------

     3.13.1 The Plan was originally adopted by the Board on May 28, 1998 (the
"effective date") and was previously amended and restated on March 21, 2002,
September 19, 2002, March 19, 2004 and September 14, 2004 and September 15,
2005. This amendment and restatement of the Plan is effective April 5, 2006.

     3.13.2 Unless sooner terminated by the Board, the provisions of the Plan
respecting the grant of incentive stock options shall terminate on the day
before the tenth anniversary of the effective date of the Plan, and no incentive
stock option awards shall thereafter be made under the Plan. All awards made
under the Plan prior to its termination shall remain in effect until such awards
have been satisfied or terminated in accordance with the terms and provisions of
the Plan and the applicable plan agreements.

3.14 Governing Law
     -------------

     All rights and obligations under the Plan shall be construed and
interpreted in accordance with the laws of the State of Delaware, without giving
effect to principles of conflict of laws.


                                       11