Exhibit
      10. 1

     

    Grill
      Concepts, Inc. 

     

    2006
      Equity Incentive Plan 

     

    TABLE
      OF CONTENTS 

    

      

        
          	
                   

                	
                   

                	
                   

                	
                   

                	
                   

                	
                   

                	
                   

                	
                   

                	
                   

                	
                   

                	
                   

                
	
                   

                	
                   

                	
                   

                	
                   

                	
                   

                	
                   

                	
                  Page

                	 
	
                   

                	
                   

                	
                   

                	
                   

                	
                   

                	
                   

                	
                   

                	 
	
                   

                	
                  1.

                	
                   

                	
                   

                	
                  Establishment,
                    Purpose and Term of Plan

                	
                   

                	
                   

                	
                  3

                	
                   

                
	
                   

                	
                   

                	
                   

                	
                   

                	
                  1.1

                	
                   

                	
                  Establishment

                	
                   

                	
                   

                	
                  3

                	
                   

                
	
                   

                	
                   

                	
                   

                	
                   

                	
                  1.2

                	
                   

                	
                  Purpose

                	
                   

                	
                   

                	
                  3

                	
                   

                
	
                   

                	
                   

                	
                   

                	
                   

                	
                  1.3

                	
                   

                	
                  Term
                    of Plan

                	
                   

                	
                   

                	
                  3

                	
                   

                
	
                   

                	
                  2.

                	
                   

                	
                   

                	
                  Definitions
                    and Construction

                	
                   

                	
                   

                	
                  3

                	
                   

                
	
                   

                	
                   

                	
                   

                	
                   

                	
                  2.1

                	
                   

                	
                  Definitions

                	
                   

                	
                   

                	
                  3

                	
                   

                
	
                   

                	
                   

                	
                   

                	
                   

                	
                  2.2

                	
                   

                	
                  Construction

                	
                   

                	
                   

                	
                  7

                	
                   

                
	
                   

                	
                  3.

                	
                   

                	
                   

                	
                  Administration

                	
                   

                	
                   

                	
                  7

                	
                   

                
	
                   

                	
                   

                	
                   

                	
                   

                	
                  3.1

                	
                   

                	
                  Administration
                    by the Committee

                	
                   

                	
                   

                	
                  7

                	
                   

                
	
                   

                	
                   

                	
                   

                	
                   

                	
                  3.2

                	
                   

                	
                  Authority
                    of Officers

                	
                   

                	
                   

                	
                  7

                	
                   

                
	
                   

                	
                   

                	
                   

                	
                   

                	
                  3.3

                	
                   

                	
                  Administration
                    with Respect to Insiders

                	
                   

                	
                   

                	
                  7

                	
                   

                
	
                   

                	
                   

                	
                   

                	
                   

                	
                  3.4

                	
                   

                	
                  Committee
                    Complying with Section 162(m)

                	
                   

                	
                   

                	
                  7

                	
                   

                
	
                   

                	
                   

                	
                   

                	
                   

                	
                  3.5

                	
                   

                	
                  Powers
                    of the Committee

                	
                   

                	
                   

                	
                  7

                	
                   

                
	
                   

                	
                   

                	
                   

                	
                   

                	
                  3.6

                	
                   

                	
                  Indemnification

                	
                   

                	
                   

                	
                  9

                	
                   

                
	
                   

                	
                   

                	
                   

                	
                   

                	
                  3.7

                	
                   

                	
                  Arbitration

                	
                   

                	
                   

                	
                  9

                	
                   

                
	
                   

                	
                   

                	
                   

                	
                   

                	
                  3.8

                	
                   

                	
                  Repricing
                    Prohibited

                	
                   

                	
                   

                	
                  9

                	
                   

                
	
                   

                	
                  4.

                	
                   

                	
                   

                	
                  Shares
                    Subject to Plan

                	
                   

                	
                   

                	
                  9

                	
                   

                
	
                   

                	
                   

                	
                   

                	
                   

                	
                  4.1

                	
                   

                	
                  Maximum
                    Number of Shares Issuable

                	
                   

                	
                   

                	
                  9

                	
                   

                
	
                   

                	
                   

                	
                   

                	
                   

                	
                  4.2

                	
                   

                	
                  Adjustments
                    for Changes in Capital Structure

                	
                   

                	
                   

                	
                  9

                	
                   

                
	
                   

                	
                  5.

                	
                   

                	
                   

                	
                  Eligibility
                    and Award Limitations

                	
                   

                	
                   

                	
                  10

                	
                   

                
	
                   

                	
                   

                	
                   

                	
                   

                	
                  5.1

                	
                   

                	
                  Persons
                    Eligible for Awards

                	
                   

                	
                   

                	
                  10

                	
                   

                
	
                   

                	
                   

                	
                   

                	
                   

                	
                  5.2

                	
                   

                	
                  Participation

                	
                   

                	
                   

                	
                  10

                	
                   

                
	
                   

                	
                   

                	
                   

                	
                   

                	
                  5.3

                	
                   

                	
                  Incentive
                    Stock Option Limitations

                	
                   

                	
                   

                	
                  10

                	
                   

                
	
                   

                	
                   

                	
                   

                	
                   

                	
                  5.4

                	
                   

                	
                  Award
                    Limits

                	
                   

                	
                   

                	
                  11

                	
                   

                
	
                   

                	
                  6.

                	
                   

                	
                   

                	
                  Terms
                    and Conditions of Options

                	
                   

                	
                   

                	
                  11

                	
                   

                
	
                   

                	
                   

                	
                   

                	
                   

                	
                  6.1

                	
                   

                	
                  Exercise
                    Price

                	
                   

                	
                   

                	
                  11

                	
                   

                
	
                   

                	
                   

                	
                   

                	
                   

                	
                  6.2

                	
                   

                	
                  Exercisability
                    and Term of Options

                	
                   

                	
                   

                	
                  11

                	
                   

                
	
                   

                	
                   

                	
                   

                	
                   

                	
                  6.3

                	
                   

                	
                  Payment
                    of Exercise Price

                	
                   

                	
                   

                	
                  12

                	
                   

                
	
                   

                	
                   

                	
                   

                	
                   

                	
                  6.4

                	
                   

                	
                  Effect
                    of Termination of Service

                	
                   

                	
                   

                	
                  12

                	
                   

                
	
                   

                	
                   

                	
                   

                	
                   

                	
                  6.5

                	
                   

                	
                  Transferability
                    of Options

                	
                   

                	
                   

                	
                  13

                	
                   

                
	
                   

                	
                  7.

                	
                   

                	
                   

                	
                  Terms
                    and Conditions of Stock Appreciation Rights

                	
                   

                	
                   

                	
                  13

                	
                   

                
	
                   

                	
                   

                	
                   

                	
                   

                	
                  7.1

                	
                   

                	
                  Types
                    of SARs Authorized

                	
                   

                	
                   

                	
                  13

                	
                   

                
	
                   

                	
                   

                	
                   

                	
                   

                	
                  7.2

                	
                   

                	
                  Exercise
                    Price

                	
                   

                	
                   

                	
                  13

                	
                   

                
	
                   

                	
                   

                	
                   

                	
                   

                	
                  7.3

                	
                   

                	
                  Exercisability
                    and Term of SARs

                	
                   

                	
                   

                	
                  13

                	
                   

                
	
                   

                	
                   

                	
                   

                	
                   

                	
                  7.4

                	
                   

                	
                  Deemed
                    Exercise of SARs

                	
                   

                	
                   

                	
                  13

                	
                   

                
	
                   

                	
                   

                	
                   

                	
                   

                	
                  7.5

                	
                   

                	
                  Effect
                    of Termination of Service

                	
                   

                	
                   

                	
                  13

                	
                   

                
	
                   

                	
                   

                	
                   

                	
                   

                	
                  7.6

                	
                   

                	
                  Nontransferability
                    of SARs

                	
                   

                	
                   

                	
                  13

                	
                   

                
	
                   

                	
                   

                	
                   

                	
                   

                	
                   

                	
                   

                	
                   

                	
                   

                	
                   

                	
                   

                	
                   

                
	
                   

                	
                  8.

                	
                   

                	
                   

                	
                  Terms
                    and Conditions of Restricted Stock Awards

                	
                   

                	
                   

                	
                  14

                	
                   

                
	
                   

                	
                   

                	
                   

                	
                   

                	
                  8.1

                	
                  Types
                    of Restricted Stock Awards Authorized

                	
                   

                	
                   

                	
                  14

                	
                   

                
	
                   

                	
                   

                	
                   

                	
                   

                	
                  8.2

                	
                  Purchase
                    Price

                	
                   

                	
                   

                	
                  14

                	
                   

                
	
                   

                	
                   

                	
                   

                	
                   

                	
                  8.3

                	
                  Purchase
                    Period

                	
                   

                	
                   

                	
                  14

                	
                   

                


        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        
          	 	 	 	 	
                  8.4

                	
                  Vesting
                    and Restrictions on Transfer

                	 	 	 	 
	 	 	 	 	
                  8.5

                	
                  Voting
                    Rights; Dividends and Distributions

                	 	 	 	 
	 	 	 	 	
                  8.6

                	
                  Effect
                    of Termination of Service

                	 	 	 	 
	 	 	 	 	
                  8.7

                	
                  Nontransferability
                    of Restricted Stock Award Rights

                	 	 	 	 
	 	
                  9. 

                	 	 	
                  Terms
                    and Conditions of Performance Awards

                	 	 	 	 
	
                   

                	
                   

                	
                   

                	
                   

                	
                  9.1

                	
                  Types
                    of Performance Awards Authorized

                	
                   

                	
                   

                	
                  15

                	
                   

                
	
                   

                	
                   

                	
                   

                	
                   

                	
                  9.2

                	
                  Initial
                    Value of Performance Shares and Performance Units

                	
                   

                	
                   

                	
                  15

                	
                   

                
	 	 	 	 	
                  9.3

                	Establishment
                  of Performance Period, Performance Goals and Performance Award
                  Formula	 	 	
                  15

                	 
	
                   

                	
                   

                	
                   

                	
                   

                	
                  9.4

                	
                  Measurement
                    of Performance Goals

                	
                   

                	
                   

                	
                  15

                	
                   

                
	
                   

                	
                   

                	
                   

                	
                   

                	
                  9.5

                	
                  Settlement
                    of Performance Awards

                	
                   

                	
                   

                	
                  16

                	
                   

                
	
                   

                	
                   

                	
                   

                	
                   

                	
                  9.6

                	
                  Voting
                    Rights; Dividend Equivalent Rights and Distributions

                	
                   

                	
                   

                	
                  16

                	
                   

                
	
                   

                	
                   

                	
                   

                	
                   

                	
                  9.7

                	
                  Effect
                    of Termination of Service

                	
                   

                	
                   

                	
                  17

                	
                   

                
	
                   

                	
                   

                	
                   

                	
                   

                	
                  9.8

                	
                  Nontransferability
                    of Performance Awards

                	
                   

                	
                   

                	
                  17

                	
                   

                
	
                   

                	
                  10.

                	
                   

                	
                   

                	
                  Terms
                    and Conditions of Restricted Stock Unit Awards

                	
                   

                	
                   

                	
                  17

                	
                   

                
	
                   

                	
                   

                	
                   

                	
                   

                	
                  10.1

                	
                  Grant
                    of Restricted Stock Unit Awards

                	
                   

                	
                   

                	
                  17

                	
                   

                
	
                   

                	
                   

                	
                   

                	
                   

                	
                  10.2

                	
                  Vesting

                	
                   

                	
                   

                	
                  17

                	
                   

                
	
                   

                	
                   

                	
                   

                	
                   

                	
                  10.3

                	
                  Voting
                    Rights, Dividend Equivalent Rights and Distributions

                	
                   

                	
                   

                	
                  18

                	
                   

                
	
                   

                	
                   

                	
                   

                	
                   

                	
                  10.4

                	
                  Effect
                    of Termination of Service

                	
                   

                	
                   

                	
                  18

                	
                   

                
	
                   

                	
                   

                	
                   

                	
                   

                	
                  10.5

                	
                  Settlement
                    of Restricted Stock Unit Awards

                	
                   

                	
                   

                	
                  18

                	
                   

                
	
                   

                	
                   

                	
                   

                	
                   

                	
                  10.6

                	
                  Nontransferability
                    of Restricted Stock Unit Awards

                	
                   

                	
                   

                	
                  18

                	
                   

                
	
                   

                	
                  11.

                	
                   

                	
                   

                	
                  Deferred
                    Compensation Awards

                	
                   

                	
                   

                	
                  18

                	
                   

                
	
                   

                	
                   

                	
                   

                	
                   

                	
                  11.1

                	
                  Establishment
                    of Deferred Compensation Award Programs

                	
                   

                	
                   

                	
                  18

                	
                   

                
	
                   

                	
                   

                	
                   

                	
                   

                	
                  11.2

                	
                  Terms
                    and Conditions of Deferred Compensation Awards

                	
                   

                	
                   

                	
                  19

                	
                   

                
	
                   

                	
                  12.

                	
                   

                	
                   

                	
                  Other
                    Stock-Based Awards

                	
                   

                	
                   

                	
                  20

                	
                   

                
	
                   

                	
                  13.

                	
                   

                	
                   

                	
                  Effect
                    of Change in Control on Options and SARs

                	
                   

                	
                   

                	
                  20

                	
                   

                
	
                   

                	
                   

                	
                   

                	
                   

                	
                  13.1

                	
                  Accelerated
                    Vesting

                	
                   

                	
                   

                	
                  20

                	
                   

                
	
                   

                	
                   

                	
                   

                	
                   

                	
                  13.2

                	
                  Assumption
                    or Substitution

                	
                   

                	
                   

                	
                  20

                	
                   

                
	
                   

                	
                   

                	
                   

                	
                   

                	
                  13.3

                	
                  Effect
                    of Change in Control on Restricted Stock and Other Type of
                    Awards

                	
                   

                	
                   

                	
                  20

                	
                   

                
	
                   

                	
                  14.

                	
                   

                	
                   

                	
                  Compliance
                    with Securities Law

                	
                   

                	
                   

                	
                  20

                	
                   

                
	
                   

                	
                  15.

                	
                   

                	
                   

                	
                  Tax
                    Withholding

                	
                   

                	
                   

                	
                  21

                	
                   

                
	
                   

                	
                   

                	
                   

                	
                   

                	
                  15.1

                	
                  Tax
                    Withholding in General

                	
                   

                	
                   

                	
                  21

                	
                   

                
	
                   

                	
                   

                	
                   

                	
                   

                	
                  15.2

                	
                  Withholding
                    in Shares

                	
                   

                	
                   

                	
                  21

                	
                   

                
	
                   

                	
                  16.

                	
                   

                	
                   

                	
                  Amendment
                    or Termination of Plan

                	
                   

                	
                   

                	
                  21

                	
                   

                
	
                   

                	
                  17.

                	
                   

                	
                   

                	
                  Miscellaneous
                    Provisions

                	
                   

                	
                   

                	
                  21

                	
                   

                
	
                   

                	
                   

                	
                   

                	
                   

                	
                  17.1

                	
                  Repurchase
                    Rights

                	
                   

                	
                   

                	
                  21

                	
                   

                
	
                   

                	
                   

                	
                   

                	
                   

                	
                  17.2

                	
                  Provision
                    of Information

                	
                   

                	
                   

                	
                  21

                	
                   

                
	
                   

                	
                   

                	
                   

                	
                   

                	
                  17.3

                	
                  Rights
                    as Employee, Consultant or Director

                	
                   

                	
                   

                	
                  21

                	
                   

                
	
                   

                	
                   

                	
                   

                	
                   

                	
                  17.4

                	
                  Rights
                    as a Stockholder

                	
                   

                	
                   

                	
                  22

                	
                   

                
	
                   

                	
                   

                	
                   

                	
                   

                	
                  17.5

                	
                  Fractional
                    Shares

                	
                   

                	
                   

                	
                  22

                	
                   

                
	
                   

                	
                   

                	
                   

                	
                   

                	
                  17.6

                	
                  Severability

                	
                   

                	
                   

                	
                  22

                	
                   

                
	
                   

                	
                   

                	
                   

                	
                   

                	
                  17.7

                	
                  Beneficiary
                    Designation

                	
                   

                	
                   

                	
                  22

                	
                   

                
	
                   

                	
                   

                	
                   

                	
                   

                	
                  17.8

                	
                  Unfunded
                    Obligation

                	
                   

                	
                   

                	
                  22

                	
                   

                


        

      

    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    Grill
      Concepts, Inc. 

    2006
      Equity Incentive Plan 

    


    1. ESTABLISHMENT,
      PURPOSE AND TERM OF PLAN.

    


    1.1 Establishment.
      The
      Grill Concepts, Inc. 2006 Equity Incentive Plan (the “Plan”)
      is
      hereby adopted March 29, 2006 subject to approval by the stockholders of the
      Company (the date of such approval, the “Effective
      Date”).
      

    


    1.2 Purpose.
      The
      purpose of the Plan is to advance the interests of the Participating Company
      Group and its stockholders by providing an incentive to attract and retain
      the
      best qualified personnel to perform services for the Participating Company
      Group, by motivating such persons to contribute to the growth and profitability
      of the Participating Company Group, by aligning their interests with interests
      of the Company’s stockholders, and by rewarding such persons for their services
      by tying a significant portion of their total compensation package to the
      success of the Company. The Plan seeks to achieve this purpose by providing
      for
      Awards in the form of Options, Stock Appreciation Rights, Restricted Stock
      Awards, Performance Shares, Performance Units, Restricted Stock Units, Deferred
      Compensation Awards and other Stock-Based Awards as described below.


    


    1.3 Term
      of Plan.
      The Plan
      shall continue in effect until the earlier of its termination by the Board
      or
      the date on which all of the shares of Stock available for issuance under the
      Plan have been issued and all restrictions on such shares under the terms of
      the
      Plan and the agreements evidencing Awards granted under the Plan have lapsed.
      However, Awards shall not be granted later than ten (10) years from the
      Effective Date. The Company intends that the Plan comply with Section 409A
      of the Code (including any amendments to or replacements of such section),
      and
      the Plan shall be so construed. 

    


    2. DEFINITIONS
      AND CONSTRUCTION.

    


    2.1 Definitions.
      Whenever
      used herein, the following terms shall have their respective meanings set forth
      below: 

    


    (a) “Affiliate”
      means
      (i) an entity, other than a Parent Corporation, that directly, or
      indirectly through one or more intermediary entities, controls the Company
      or
      (ii) an entity, other than a Subsidiary Corporation, that is controlled by
      the Company directly, or indirectly through one or more intermediary entities.
      For this purpose, the term “control” (including the term “controlled by”) means
      the possession, direct or indirect, of the power to direct or cause the
      direction of the management and policies of the relevant entity, whether through
      the ownership of voting securities, by contract or otherwise; or shall have
      such
      other meaning assigned such term for the purposes of registration on
      Form S-8 under the Securities Act.

    


    (b) “Award”
      means
      any
      Option, SAR, Restricted Stock Award, Performance Share, Performance Unit,
      Restricted Stock Unit or Deferred Compensation Award or other Stock-Based Award
      granted under the Plan.

    


    (c) “Award
      Agreement” means
      a
      written agreement between the Company and a Participant setting forth the terms,
      conditions and restrictions of the Award granted to the
      Participant.

    


    (d) “Board”
      means
      the
      Board of Directors of the Company.

    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

       

    

    (e) “Change
      in Control” means,
      unless such term or an equivalent term is otherwise defined with respect to
      an
      Award by the Participant’s Award Agreement or written contract of employment or
      service, the occurrence of any of the following:

    


    (i) an
      Ownership Change Event or a series of related Ownership Change Events
      (collectively, a “Transaction”)
      in
      which the stockholders of the Company immediately before the Transaction do
      not
      retain immediately after the Transaction, in substantially the same proportions
      as their ownership of shares of the Company’s voting stock immediately before
      the Transaction, direct or indirect beneficial ownership of more than fifty
      percent (50%) of the total combined voting power of the outstanding voting
      securities of the Company or, in the case of an Ownership Change Event described
      in Section 2.1(y)(iii), the entity to which the assets of the Company were
      transferred (the “Transferee”),
      as the
      case may be; or

     

    (ii) the
      liquidation or dissolution of the Company.

      

    For
      purposes of the preceding sentence, indirect beneficial ownership shall include,
      without limitation, an interest resulting from ownership of the voting
      securities of one or more corporations or other business entities which own
      the
      Company or the Transferee, as the case may be, either directly or through one
      or
      more subsidiary corporations or other business entities. The Board shall have
      the right to determine whether multiple sales or exchanges of the voting
      securities of the Company or multiple Ownership Change Events are related,
      and
      its determination shall be final, binding and conclusive.


    


    (f) “Code”
      means
      the
      Internal Revenue Code of 1986, as amended, and any applicable regulations
      promulgated thereunder.

    


    (g) “Committee”
      means
      the
      Compensation Committee or other committee of the Board duly appointed to
      administer the Plan and having such powers as shall be specified by the Board.
      If no committee of the Board has been appointed to administer the Plan, the
      Board shall exercise all of the powers of the Committee granted herein, and,
      in
      any event, the Board may in its discretion exercise any or all of such powers.
      The Committee shall have the exclusive authority to administer the Plan and
      shall have all of the powers granted herein, including, without limitation,
      the
      power to amend or terminate the Plan at any time, subject to the terms of the
      Plan and any applicable limitations imposed by law.

    


    (h) “Company”
      means
      Grill Concepts, Inc., a Delaware corporation, or any Successor.

    


    (i) “Consultant”
      means
      a
      person engaged to provide consulting or advisory services (other than as an
      Employee or a member of the Board) to a Participating Company.

    


    (j) “Deferred
      Compensation Award” means
      an
      award of Stock Units granted to a Participant pursuant to Section 11 of the
      Plan.

    


    (k) “Director”
      means
      a
      member of the Board or of the board of directors of any Participating
      Company.

    


    (l) “Disability”
      means
      the
      permanent and total disability of the Participant, within the meaning of
      Section 22(e)(3) of the Code.

    


    (m) “Dividend
      Equivalent” means
      a
      credit, made at the discretion of the Committee or as otherwise provided by
      the
      Plan, to the account of a Participant in an amount equal to the cash dividends
      paid on one share of Stock for each share of Stock represented by an Award
      held
      by such Participant.

    


    (n) “Employee”
      means
      any
      person treated as an employee (including an Officer or a member of the Board
      who
      is also treated as an employee) in the records of a Participating Company and,
      with respect to any Incentive Stock Option granted to such person, who is an
      employee for purposes of Section 422 of the Code; provided, however, that
      neither service as a member of the Board nor payment of a director’s fee shall
      be sufficient to constitute employment for purposes of the Plan. The Company
      shall determine in good faith and in the exercise of its discretion whether
      an
      individual has become or has ceased to be an Employee and the effective date
      of
      such individual’s employment or termination of employment, as the case may be.
      For purposes of an individual’s rights, if any, under the Plan as of the time of
      the Company’s determination, all such determinations by the Company shall be
      final, binding and conclusive, notwithstanding that the Company or any court
      of
      law or governmental agency subsequently makes a contrary
      determination.

    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

       

    

    (o) “Exchange
      Act” means
      the
      Securities Exchange Act of 1934, as amended.

    


    (p) “Fair
      Market Value” means,
      as
      of any date, the value of a share of Stock or other property as determined
      by
      the Committee, in its discretion, or by the Company, in its discretion, if
      such
      determination is expressly allocated to the Company herein, subject to the
      following:

    


    (i) Except
      as otherwise determined by the Committee, if, on such date, the Stock is listed
      on a national or regional securities exchange or market system, the Fair Market
      Value of a share of Stock shall be the closing price of a share of Stock as
      quoted on such national or regional securities exchange or market system
      constituting the primary market for the Stock on the last trading day prior
      to
      the day of determination, as reported in The Wall Street Journal or such other
      source as the Company deems reliable.

    


    (ii) Notwithstanding
      the foregoing, the Committee may, in its discretion, determine the Fair Market
      Value on the basis of the closing, high, low or average sale price of a share
      of
      Stock or the actual sale price of a share of Stock received by a Participant,
      on
      such date, the preceding trading day, the next succeeding trading day or an
      average determined over a period of trading days. The Committee may vary its
      method of determination of the Fair Market Value as provided in this Section
      for
      different purposes under the Plan.

    


    (iii) If,
      on such date, the Stock is not listed on a national or regional securities
      exchange or market system, the Fair Market Value of a share of Stock shall
      be as
      determined by the Committee in good faith without regard to any restriction
      other than a restriction which, by its terms, will never lapse.


    


    (q) “Incentive
      Stock Option” means
      an
      Option intended to be (as set forth in the Award Agreement) and which qualifies
      as an incentive stock option within the meaning of Section 422(b) of the
      Code.

    


    (r) “Insider”
      means
      an
      Officer, a Director or any other person whose transactions in Stock are subject
      to Section 16 of the Exchange Act.

    


    (s) “Non-Control
      Affiliate” means
      any
      entity in which any Participating Company has an ownership interest and which
      the Committee shall designate as a Non-Control Affiliate.

    


    (t) “Nonemployee
      Director”
      means a
      Director who is not an Employee.

    


    (u) “Nonstatutory
      Stock Option” means
      an
      Option not intended to be (as set forth in the Award Agreement) an incentive
      stock option within the meaning of Section 422(b) of the Code.

    


    (v) “Officer”
      means
      any
      person designated by the Board as an officer of the Company.

    


    (w) “Option”
      means
      the
      right to purchase Stock at a stated price for a specified period of time granted
      to a Participant pursuant to Section 6 of the Plan. An Option may be either
      an Incentive Stock Option or a Nonstatutory Stock Option.

    


    (x) “Option
      Expiration Date” means
      the
      date of expiration of the Option’s term as set forth in the Award
      Agreement.

    


    (y) An
      “Ownership
      Change Event” shall
      be
      deemed to have occurred if any of the following occurs with respect to the
      Company: (i) the direct or indirect sale or exchange in a single or series
      of related transactions by the stockholders of the Company of more than fifty
      percent (50%) of the voting stock of the Company; (ii) a merger or
      consolidation in which the Company is a party; or (iii) the sale, exchange,
      or transfer of all or substantially all, as determined by the Board in its
      discretion, of the assets of the Company.

    


    (z) “Parent
      Corporation” means
      any
      present or future “parent corporation” of the Company, as defined in
      Section 424(e) of the Code.

    


    
      
        
        

      

      
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    (aa) “Participant”
      means
      any
      eligible person who has been granted one or more Awards.

    


    (bb) “Participating
      Company” means
      the
      Company or any Parent Corporation, Subsidiary Corporation or
      Affiliate.

    


    (cc) “Participating
      Company Group” means,
      at
      any point in time, all entities collectively which are then Participating
      Companies.

    


    (dd) “Performance
      Award” means
      an
      Award of Performance Shares or Performance Units.

    


    (ee) “Performance
      Award Formula” means,
      for any Performance Award, a formula or table established by the Committee
      pursuant to Section 9.3 of the Plan which provides the basis for computing
      the value of a Performance Award at one or more threshold levels of attainment
      of the applicable Performance Goal(s) measured as of the end of the applicable
      Performance Period.

    


    (ff) “Performance
      Goal” means
      a
      performance goal established by the Committee pursuant to Section 9.3 of
      the Plan.

    


    (gg) “Performance
      Period” means
      a
      period established by the Committee pursuant to Section 9.3 of the Plan at
      the end of which one or more Performance Goals are to be measured.

    


    (hh) “Performance
      Share” means
      a
      bookkeeping entry representing a right granted to a Participant pursuant to
      Section 9 of the Plan to receive a payment equal to the value of a
      Performance Share, as determined by the Committee, based on
      performance.

    


    (ii) “Performance
      Unit” means
      a
      bookkeeping entry representing a right granted to a Participant pursuant to
      Section 9 of the Plan to receive a payment equal to the value of a
      Performance Unit, as determined by the Committee, based upon
      performance.

    


    (jj) “Restricted
      Stock Award” means
      an
      Award of Restricted Stock.

    


    (kk) “Restricted
      Stock Unit” or
      “Stock
      Unit” means
      a
      bookkeeping entry representing a right granted to a Participant pursuant to
      Section 10 or Section 11 of the Plan, respectively, to receive a share
      of Stock on a date determined in accordance with the provisions of
      Section 10 or Section 11, as applicable, and the Participant’s Award
      Agreement.

    


    (ll) “Restriction
      Period” means
      the
      period established in accordance with Section 8.4 of the Plan during which
      shares subject to a Restricted Stock Award are subject to Vesting
      Conditions.

    


    (mm) “Rule 16b-3”
      means
      Rule 16b-3 under the Exchange Act, as amended from time to time, or any
      successor rule or regulation.

    


    (nn) “SAR”
      or
      “Stock
      Appreciation Right” means
      a
      bookkeeping entry representing, for each share of Stock subject to such SAR,
      a
      right granted to a Participant pursuant to Section 7 of the Plan to receive
      payment in any combination of shares of Stock or cash of an amount equal to
      the
      excess, if any, of the Fair Market Value of a share of Stock on the date of
      exercise of the SAR over the exercise price.

    


    (oo) “Section 162(m)”
      means
      Section 162(m) of the Code.

    


    (pp) “Securities
      Act” means
      the
      Securities Act of 1933, as amended.

    


    (qq) “Service”
      means
      a
      Participant’s employment or service with the Participating Company Group,
      whether in the capacity of an Employee, a Director or a Consultant. Unless
      otherwise provided by the Committee, a Participant’s Service shall not be deemed
      to have terminated merely because of a change in the capacity in which the
      Participant renders such Service or a change in the Participating Company for
      which the Participant renders such Service, provided that there is no
      interruption or termination of the Participant’s Service. Furthermore, a
      Participant’s Service shall not be deemed to have terminated if the Participant
      takes any military leave, sick leave, or other bona fide leave of absence
      approved by the Company. However, if any such leave taken by a Participant
      exceeds ninety (90) days, then on the ninety-first (91st) day following the
      commencement of such leave the Participant’s Service shall be deemed to have
      terminated, unless the Participant’s right to return to Service is guaranteed by
      statute or contract. Notwithstanding the foregoing, unless otherwise designated
      by the Company or required by law, a leave of absence shall not be treated
      as
      Service for purposes of determining vesting under the Participant’s Award
      Agreement. A Participant’s Service shall be deemed to have terminated either
      upon an actual termination of Service or upon the entity for which the
      Participant performs Service ceasing to be a Participating Company. Subject
      to
      the foregoing, the Company, in its discretion, shall determine whether the
      Participant’s Service has terminated and the effective date of such
      termination.

    


    
      
        
        

      

      
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    (rr) “Stock”
      means
      the
      common stock of the Company, as adjusted from time to time in accordance with
      Section 4.2 of the Plan.

    


    (ss) “Stock-Based
      Awards” means
      any
      award that is valued in whole or in part by reference to, or is otherwise based
      on, the Stock, including dividends on the Stock, but not limited to those Awards
      described in Sections 6 through 11 of the Plan.

    


    (tt) “Subsidiary
      Corporation” means
      any
      present or future “subsidiary corporation” of the Company, as defined in
      Section 424(f) of the Code.

    


    (uu) “Successor”
      means
      a
      corporation into or with which the Company is merged or consolidated or which
      acquires all or substantially all of the assets of the Company and which is
      designated by the Board as a Successor for purposes of the Plan.

    


    (vv) “Ten
      Percent Owner” means
      a
      Participant who, at the time an Option is granted to the Participant, owns
      stock
      possessing more than ten percent (10%) of the total combined voting power of
      all
      classes of stock of a Participating Company (other than an Affiliate) within
      the
      meaning of Section 422(b)(6) of the Code.

    


    (ww) “Vesting
      Conditions” means
      those conditions established in accordance with Section 8.4 or
      Section 10.2 of the Plan prior to the satisfaction of which shares subject
      to a Restricted Stock Award or Restricted Stock Unit Award, respectively, remain
      subject to forfeiture or a repurchase option in favor of the Company upon the
      Participant’s termination of Service.

    


    2.2 Construction.
      Captions
      and titles contained herein are for convenience only and shall not affect the
      meaning or interpretation of any provision of the Plan. Except when otherwise
      indicated by the context, the singular shall include the plural and the plural
      shall include the singular. Use of the term “or” is not intended to be
      exclusive, unless the context clearly requires otherwise. 

    


    3. ADMINISTRATION.

    


    3.1 Administration
      by the Committee.
      The Plan
      shall be administered by the Committee. All questions of interpretation of
      the
      Plan or of any Award shall be determined by the Committee, and such
      determinations shall be final and binding upon all persons having an interest
      in
      the Plan or such Award. 

    


    3.2 Authority
      of Officers.
      Any
      Officer shall have the authority to act on behalf of the Company with respect
      to
      any matter, right, obligation, determination or election which is the
      responsibility of or which is allocated to the Company herein, provided the
      Officer has apparent authority with respect to such matter, right, obligation,
      determination or election. 

    


    3.3 Administration
      with Respect to Insiders.
      With
      respect to participation by Insiders in the Plan, at any time that any class
      of
      equity security of the Company is registered pursuant to Section 12 of the
      Exchange Act, the Plan shall be administered in compliance with the
      requirements, if any, of Rule 16b-3. 

    


    3.4 Committee
      Complying with Section 162(m).
      While
      the Company is a “publicly held corporation” within the meaning of
      Section 162(m), the Board may establish a Committee of “outside directors”
within the meaning of Section 162(m) to approve the grant of any Award
      which might reasonably be anticipated to result in the payment of employee
      remuneration that would otherwise exceed the limit on employee remuneration
      deductible for income tax purposes pursuant to Section 162(m).


    


    
      
        
        

      

      
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    3.5 Powers
      of the Committee.
      In
      addition to any other powers set forth in the Plan and subject to the provisions
      of the Plan, the Committee shall have the full and final power and authority,
      in
      its discretion: 

    


    (a) to
      determine the persons to whom, and the time or times at which, Awards shall
      be
      granted and the number of shares of Stock or units to be subject to each
      Award;

    


    (b) to
      determine the type of Award granted and to designate Options as Incentive Stock
      Options or Nonstatutory Stock Options;

    


    (c) to
      determine the Fair Market Value of shares of Stock or other
      property;

    


    (d) to
      determine the terms, conditions and restrictions applicable to each Award (which
      need not be identical) and any shares acquired pursuant thereto, including,
      without limitation, (i) the exercise or purchase price of shares purchased
      pursuant to any Award, (ii) the method of payment for shares purchased
      pursuant to any Award, (iii) the method for satisfaction of any tax
      withholding obligation arising in connection with Award, including by the
      withholding or delivery of shares of Stock, (iv) the timing, terms and
      conditions of the exercisability or vesting of any Award or any shares acquired
      pursuant thereto, (v) the Performance Award Formula and Performance Goals
      applicable to any Award and the extent to which such Performance Goals have
      been
      attained, (vi) the time of the expiration of any Award, (vii) the
      effect of the Participant’s termination of Service on any of the foregoing, and
      (viii) all other terms, conditions and restrictions applicable to any Award
      or shares acquired pursuant thereto not inconsistent with the terms of the
      Plan;

    


    (e) to
      determine whether an Award will be settled in shares of Stock, cash, or in
      any
      combination thereof;

    


    (f) to
      approve one or more forms of Award Agreement;

    


    (g) to
      amend, modify, extend, cancel or renew any Award or to waive any restrictions
      or
      conditions applicable to any Award or any shares acquired pursuant
      thereto;

    


    (h) to
      accelerate, continue, extend or defer the exercisability or vesting of any
      Award
      or any shares acquired pursuant thereto, including with respect to the period
      following a Participant’s termination of Service;

    


    (i) without
      the consent of the affected Participant and notwithstanding the provisions
      of
      any Award Agreement to the contrary, to unilaterally substitute at any time
      a
      Stock Appreciation Right providing for settlement solely in shares of Stock
      in
      place of any outstanding Option, provided that such Stock Appreciation Right
      covers the same number of shares of Stock and provides for the same exercise
      price (subject in each case to adjustment in accordance with Section 4.2)
      as the replaced Option and otherwise provides substantially equivalent terms
      and
      conditions as the replaced Option, as determined by the Committee;

    


    (j) to
      prescribe, amend or rescind rules, guidelines and policies relating to the
      Plan,
      or to adopt sub-plans or supplements to, or alternative versions of, the Plan,
      including, without limitation, as the Committee deems necessary or desirable
      to
      comply with the laws or regulations of or to accommodate the tax policy,
      accounting principles or custom of, foreign jurisdictions whose citizens may
      be
      granted Awards;

    


    (k) to
      correct any defect, supply any omission or reconcile any inconsistency in the
      Plan or any Award Agreement and to make all other determinations and take such
      other actions with respect to the Plan or any Award as the Committee may deem
      advisable to the extent not inconsistent with the provisions of the Plan or
      applicable law; and

    


    (l) to
      delegate to any proper Officer the authority to grant one or more Awards,
      without further approval of the Committee, to any person eligible pursuant
      to
      Section 5, other than a person who, at the time of such grant, is an
      Insider; provided, however, that (i) the exercise price per share of each
      such Option shall be equal to the Fair Market Value per share of the Stock
      on
      the effective date of grant, and (ii) each such Award shall be subject to
      the terms and conditions of the appropriate standard form of Award Agreement
      approved by the Committee and shall conform to the provisions of the Plan and
      such other guidelines as shall be established from time to time by the
      Committee.

    


    
      
        
        

      

      
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    3.6 Indemnification.
      In
      addition to such other rights of indemnification as they may have as members
      of
      the Board or the Committee or as officers or employees of the Participating
      Company Group, members of the Board or the Committee and any officers or
      employees of the Participating Company Group to whom authority to act for the
      Board, the Committee or the Company is delegated shall be indemnified by the
      Company against all reasonable expenses, including attorneys’ fees, actually and
      necessarily incurred in connection with the defense of any action, suit or
      proceeding, or in connection with any appeal therein, to which they or any
      of
      them may be a party by reason of any action taken or failure to act under or
      in
      connection with the Plan, or any right granted hereunder, and against all
      amounts paid by them in settlement thereof (provided such settlement is approved
      by independent legal counsel selected by the Company) or paid by them in
      satisfaction of a judgment in any such action, suit or proceeding, except in
      relation to matters as to which it shall be adjudged in such action, suit or
      proceeding that such person is liable for gross negligence, bad faith or
      intentional misconduct in duties; provided, however, that within sixty
      (60) days after the institution of such action, suit or proceeding, such
      person shall offer to the Company, in writing, the opportunity at its own
      expense to handle and defend the same. 

    


    3.7 Arbitration.
      Any
      dispute or claim concerning any Awards granted (or not granted) pursuant to
      this
      Plan and any other disputes or claims relating to or arising out of the Plan
      shall be fully, finally and exclusively resolved by binding arbitration
      conducted pursuant to the Commercial Arbitration Rules of the American
      Arbitration Association. By accepting an Award, Participants and the Company
      waive their respective rights to have any such disputes or claims tried by
      a
      judge or jury. 

    


    3.8 Repricing
      Prohibited.
      Without
      the affirmative vote of holders of a majority of the shares of Stock cast in
      person or by proxy at a meeting of the stockholders of the Company at which
      a
      quorum representing a majority of all outstanding shares of Stock is present
      or
      represented by proxy, the Committee shall not approve a program providing for
      either (a) the cancellation of outstanding Options or SARs and the grant in
      substitution therefore of new Awards having a lower exercise price or
      (b) the amendment of outstanding Options or SARs to reduce the exercise
      price thereof. This paragraph shall not be construed to apply to the issuance
      or
      assumption of an Award in a transaction to which Code section 424(a)
      applies, within the meaning of Section 424 of the Code. 

    


    4. SHARES
      SUBJECT TO PLAN.

    


    4.1 Maximum
      Number of Shares Issuable.
      Subject
      to adjustment as provided in Section 4.2, the maximum aggregate number of
      shares of Stock that may be issued under the Plan shall be five hundred thousand
      (500,000) and shall consist of authorized but unissued or reacquired shares
      of
      Stock or any combination thereof. Any shares of Stock that are Subject to Awards
      of Options or SARs shall be counted against the limit as one (1) share for
      every one (1) share granted. Any shares of Stock that are subject to Awards
      (other than Options or SARs) shall be counted against this limit as two
      (2) shares for every one (1) share granted. If an outstanding Award
      for any reason expires or is terminated or canceled without having been
      exercised or settled in full, or if shares of Stock acquired pursuant to an
      Award subject to forfeiture or repurchase are forfeited or repurchased by the
      Company, the shares of Stock allocable to the terminated portion of such Award
      or such forfeited or repurchased shares of Stock shall again be available for
      issuance under the Plan. When a SAR settled in shares of Stock is exercised,
      the
      total number of shares subject to the SAR Agreement with respect to which the
      exercise occurs shall count against the limit, regardless of the number of
      shares actually issued in settlement of the SAR. Shares used to pay the exercise
      price of an option shall not again become available for future grant or issuance
      under the Plan. Shares used to satisfy tax withholding obligations shall not
      become available for future grant or issuance under the Plan. To the extent
      an
      Award is settled in cash rather than shares of Stock, such cash payment shall
      not reduce the number of shares available for issuance under the Plan.


    


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

       

    

    4.2 Adjustments
      for Changes in Capital Structure.
      Subject
      to any required action by the stockholders of the Company, in the event of
      any
      change in the Stock effected without receipt of consideration by the Company,
      whether through merger, consolidation, reorganization, reincorporation,
      recapitalization, reclassification, stock dividend, stock split, reverse stock
      split, split-up, split-off, spin-off, combination of shares, exchange of shares,
      or similar change in the capital structure of the Company, or in the event
      of
      payment of a dividend or distribution to the stockholders of the Company in
      a
      form other than Stock (excepting normal cash dividends) that has a material
      effect on the Fair Market Value of shares of Stock, appropriate adjustments
      shall be made in the number and kind of shares subject to the Plan and to any
      outstanding Awards, in the Award limits set forth in Section 5.4, and in
      the exercise or purchase price per share under any outstanding Award in order
      to
      prevent dilution or enlargement of Participants’ rights under the Plan. For
      purposes of the foregoing, conversion of any convertible securities of the
      Company shall not be treated as “effected without receipt of consideration by
      the Company.” If a majority of the shares which are of the same class as the
      shares that are subject to outstanding Awards are exchanged for, converted
      into,
      or otherwise become (whether or not pursuant to an Ownership Change Event)
      shares of another corporation (the “New
      Shares”),
      the
      Committee may unilaterally amend the outstanding Options to provide that such
      Options are exercisable for New Shares. In the event of any such amendment,
      the
      number of shares subject to, and the exercise price per share of, the
      outstanding Awards shall be adjusted in a fair and equitable manner as
      determined by the Board, in its discretion. Any fractional share resulting
      from
      an adjustment pursuant to this Section 4.2 shall be rounded down to the
      nearest whole number. The Committee in its sole discretion, may also make such
      adjustments in the terms of any Award to reflect, or related to, such changes
      in
      the capital structure of the Company or distributions as it deems appropriate,
      including modification of Performance Goals, Performance Award Formulas and
      Performance Periods. The adjustments determined by the Committee pursuant to
      this Section 4.2 shall be final, binding and conclusive. 

    


    5. ELIGIBILITY
      AND AWARD LIMITATIONS.

    


    5.1 Persons
      Eligible for Awards.
      Awards
      may be granted only to Employees, Consultants and Directors. For purposes of
      the
      foregoing sentence, “Employees,” “Consultants” and “Directors” shall include
      prospective Employees, prospective Consultants and prospective Directors to
      whom
      Awards are offered to be granted in connection with written offers of an
      employment or other service relationship with the Participating Company Group;
      provided, however, that no Stock subject to any such Award shall vest, become
      exercisable or be issued prior to the date on which such person commences
      Service. 

    


    5.2 Participation.
      Awards
      other than Nonemployee Director Awards are granted solely at the discretion
      of
      the Committee. Eligible persons may be granted more than one Award. However,
      eligibility in accordance with this Section shall not entitle any person to
      be
      granted an Award, or, having been granted an Award, to be granted an additional
      Award. 

    


    5.3 Incentive
      Stock Option Limitations. 

    


    (a) Persons
      Eligible.
      An
      Incentive Stock Option may be granted only to a person who, on the effective
      date of grant, is an Employee of the Company, a Parent Corporation or a
      Subsidiary Corporation (each being an “ISO-Qualifying
      Corporation”).
      Any
      person who is not an Employee of an ISO-Qualifying Corporation on the effective
      date of the grant of an Option to such person may be granted only a Nonstatutory
      Stock Option. An Incentive Stock Option granted to a prospective Employee upon
      the condition that such person become an Employee of an ISO-Qualifying
      Corporation shall be deemed granted effective on the date such person commences
      Service with an ISO-Qualifying Corporation, with an exercise price determined
      as
      of such date in accordance with Section 6.1. 

    


    (b) Fair
      Market Value Limitation.
      To the
      extent that options designated as Incentive Stock Options (granted under all
      stock option plans of the Participating Company Group, including the Plan)
      become exercisable by a Participant for the first time during any calendar
      year
      for stock having a Fair Market Value greater than One Hundred Thousand Dollars
      ($100,000), the portion of such options which exceeds such amount shall be
      treated as Nonstatutory Stock Options. For purposes of this Section, options
      designated as Incentive Stock Options shall be taken into account in the order
      in which they were granted, and the Fair Market Value of stock shall be
      determined as of the time the option with respect to such stock is granted.
      If
      the Code is amended to provide for a limitation different from that set forth
      in
      this Section, such different limitation shall be deemed incorporated herein
      effective as of the date and with respect to such Options as required or
      permitted by such amendment to the Code. If an Option is treated as an Incentive
      Stock Option in part and as a Nonstatutory Stock Option in part by reason of
      the
      limitation set forth in this Section, the Participant may designate which
      portion of such Option the Participant is exercising. In the absence of such
      designation, the Participant shall be deemed to have exercised the Incentive
      Stock Option portion of the Option first. Upon exercise, shares issued pursuant
      to each such portion shall be separately identified. 

    


    
      
        
        

      

      
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    5.4 Award
      Limits. 

    


    (a) Maximum
      Number of Shares Issuable Pursuant to Incentive Stock
      Options.
      Subject
      to adjustment as provided in Section 4.2, the maximum aggregate number of
      shares of Stock that may be issued under the Plan pursuant to the exercise
      of
      Incentive Stock Options shall not exceed five hundred thousand
      (500,000) shares. The maximum aggregate number of shares of Stock that may
      be issued under the Plan pursuant to all Awards other than Incentive Stock
      Options shall be the number of shares determined in accordance with
      Section 4.1, subject to adjustment as provided in Section 4.2.


    


    (b) Section 162(m)
      Award Limits.
      The
      following limits shall apply to the grant of any Award if, at the time of grant,
      the Company is a “publicly held corporation” within the meaning of
      Section 162(m). 

    


    (i) Options
      and SARs.
      Subject
      to adjustment as provided in Section 4.2, no Employee shall be granted
      within any fiscal year of the Company one or more Options or Freestanding SARs
      which in the aggregate are for more than two hundred thousand
      (200,000) shares of Stock reserved for issuance under the
      Plan.

    


    (ii) Restricted
      Stock, Restricted Stock Unit Awards and Performance Shares.
      Subject
      to adjustment as provided in Section 4.2, no Employee shall be granted
      within any fiscal year of the Company one or more Restricted Stock Awards or
      Restricted Stock Unit Awards, subject to Vesting Conditions based on the
      attainment of Performance Goals, or Performance Shares, for more than one
      hundred thousand (100,000) shares of Stock in the aggregate under the
      Plan.

    


    (iii) Performance
      Units.
      Subject
      to adjustment as provided in Section 4.2, no Employee shall be granted
      Performance Units which could result in such Employee receiving more than one
      million dollars ($1,000,000) for each full fiscal year of the Company contained
      in the Performance Period for such Award. No Participant may be granted more
      than one Performance Award for the same Performance Period.

     

    6. TERMS
      AND CONDITIONS OF OPTIONS.

    


    Options
      shall be evidenced by Award Agreements specifying the number of shares of Stock
      covered thereby, in such form as the Committee shall from time to time
      establish. No Option or purported Option shall be a valid and binding obligation
      of the Company unless evidenced by a fully executed Award Agreement. Award
      Agreements evidencing Options may incorporate all or any of the terms of the
      Plan by reference and shall comply with and be subject to the following terms
      and conditions: 

    


    6.1 Exercise
      Price.
      The
      exercise price for each Option shall be established in the discretion of the
      Committee; provided, however, that (a) the exercise price per share shall
      be not less than the Fair Market Value of a share of Stock on the effective
      date
      of grant of the Option and (b) no Incentive Stock Option granted to a Ten
      Percent Owner shall have an exercise price per share less than one hundred
      ten
      percent (110%) of the Fair Market Value of a share of Stock on the effective
      date of grant of the Option. Notwithstanding the foregoing, an Option (whether
      an Incentive Stock Option or a Nonstatutory Stock Option) may be granted with
      an
      exercise price lower than the minimum exercise price set forth above if such
      Option is granted pursuant to an assumption or substitution for another option
      in a manner qualifying under the provisions of Section 424(a) of the
      Code.

    


    6.2 Exercisability
      and Term of Options.

    


    
      
        
        

      

      
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    (a) Option
      Vesting and Exercisability.
      Options
      shall be exercisable at such time or times, or upon such event or events, and
      subject to such terms, conditions, performance criteria and restrictions as
      shall be determined by the Committee and set forth in the Award Agreement
      evidencing such Option; provided, however, that (a) no Option shall be
      exercisable after the expiration of ten (10) years after the effective date
      of grant of such Option, (b) no Incentive Stock Option granted to a Ten
      Percent Owner shall be exercisable after the expiration of five (5) years
      after the effective date of grant of such Option, and (c) no Option offered
      or granted to a prospective Employee, prospective Consultant or prospective
      Director may become exercisable prior to the date on which such person commences
      Service. Subject to the foregoing, unless otherwise specified by the Committee
      in the grant of an Option, any Option granted hereunder shall terminate ten
      (10) years after the effective date of grant of the Option, unless earlier
      terminated in accordance with its provisions, or the terms of the
      Plan.

    


    (b) Participant
      Responsibility for Exercise of Option.
      Each
      Participant is responsible for taking any and all actions as may be required
      to
      exercise any Option in a timely manner, and for properly executing any documents
      as may be required for the exercise of an Option in accordance with such rules
      and procedures as may be established from time to time. By signing an Option
      Agreement each Participant acknowledges that information regarding the
      procedures and requirements for the exercise of any Option is available upon
      such Participant’s request. The Company shall have no duty or obligation to
      notify any Participant of the expiration date of any Option.

     

    6.3 Payment
      of Exercise Price.

     

    (a) Forms
      of Consideration Authorized.
      Except
      as otherwise provided below, payment of the exercise price for the number of
      shares of Stock being purchased pursuant to any Option shall be made (i) in
      cash, by check or in cash equivalent, (ii) by tender to the Company, or
      attestation to the ownership, of shares of Stock owned by the Participant having
      a Fair Market Value not less than the exercise price, (iii) by such other
      consideration as may be approved by the Committee from time to time to the
      extent permitted by applicable law, or (iv) by any combination thereof. The
      Committee may at any time or from time to time grant Options which do not permit
      all of the foregoing forms of consideration to be used in payment of the
      exercise price or which otherwise restrict one or more forms of
      consideration.

    


    (b) Limitations
      on Forms of Consideration.


    


    (i) Tender
      of Stock.
      Notwithstanding the foregoing, an Option may not be exercised by tender to
      the
      Company, or attestation to the ownership, of shares of Stock to the extent
      such
      tender or attestation would constitute a violation of the provisions of any
      law,
      regulation or agreement restricting the redemption of the Company’s
      stock.

    


    (ii) Payment
      by Promissory Note.
      No
      promissory note shall be permitted if the exercise of an Option using a
      promissory note would be a violation of any law. Any permitted promissory note
      shall be on such terms as the Committee shall determine. The Committee shall
      have the authority to permit or require the Participant to secure any promissory
      note used to exercise an Option with the shares of Stock acquired upon the
      exercise of the Option or with other collateral acceptable to the Company.
      Unless otherwise provided by the Committee, if the Company at any time is
      subject to the regulations promulgated by the Board of Governors of the Federal
      Reserve System or any other governmental entity affecting the extension of
      credit in connection with the Company’s securities, any promissory note shall
      comply with such applicable regulations, and the Participant shall pay the
      unpaid principal and accrued interest, if any, to the extent necessary to comply
      with such applicable regulations.

     

    6.4 Effect
      of Termination of Service.


    


    (a) Option
      Exercisability.
      Subject
      to earlier termination of the Option as otherwise provided herein and unless
      otherwise provided by the Committee, an Option shall be exercisable after a
      Participant’s termination of Service only during the applicable time periods
      provided in the Award Agreement.

    


    (b) Extension
      if Exercise Prevented by Law.
      Notwithstanding the foregoing, unless the Committee provides otherwise in the
      Award Agreement, if the exercise of an Option within the applicable time periods
      is prevented by the provisions of Section 14 below, the Option shall remain
      exercisable until three (3) months (or such longer period of time as
      determined by the Committee, in its discretion) after the date the Participant
      is notified by the Company that the Option is exercisable, but in any event
      no
      later than the Option Expiration Date.

    


    
      
        
        

      

      
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    (c) Extension
      if Participant Subject to Section 16(b).
      Notwithstanding the foregoing, if a sale within the applicable time periods
      of
      shares acquired upon the exercise of the Option would subject the Participant
      to
      suit under Section 16(b) of the Exchange Act, the Option shall remain
      exercisable until the earliest to occur of (i) the tenth (10th) day
      following the date on which a sale of such shares by the Participant would
      no
      longer be subject to such suit, (ii) the one hundred and ninetieth
      (190th) day after the Participant’s termination of Service, or
      (iii) the Option Expiration Date.


    


    6.5 Transferability
      of Options.
      During
      the lifetime of the Participant, an Option shall be exercisable only by the
      Participant or the Participant’s guardian or legal representative. Prior to the
      issuance of shares of Stock upon the exercise of an Option, the Option shall
      not
      be subject in any manner to anticipation, alienation, sale, exchange, transfer,
      assignment, pledge, encumbrance, or garnishment by creditors of the Participant
      or the Participant’s beneficiary, except transfer by will or by the laws of
      descent and distribution. Notwithstanding the foregoing, to the extent permitted
      by the Committee, in its discretion, and set forth in the Award Agreement
      evidencing such Option, a Nonstatutory Stock Option shall be assignable or
      transferable subject to the applicable limitations, if any, described in the
      General Instructions to Form S-8 Registration Statement under the
      Securities Act.

    


    7. TERMS
      AND CONDITIONS OF STOCK APPRECIATION RIGHTS.

    


    Stock
      Appreciation Rights shall be evidenced by Award Agreements specifying the number
      of shares of Stock subject to the Award, in such form as the Committee shall
      from time to time establish. No SAR or purported SAR shall be a valid and
      binding obligation of the Company unless evidenced by a fully executed Award
      Agreement. Award Agreements evidencing SARs may incorporate all or any of the
      terms of the Plan by reference and shall comply with and be subject to the
      following terms and conditions: 

    


    7.1 Types
      of SARs Authorized.
      SARs may
      be granted in tandem with all or any portion of a related Option (a “Tandem
      SAR”)
      or may
      be granted independently of any Option (a “Freestanding
      SAR”).
      A
      Tandem SAR may be granted either concurrently with the grant of the related
      Option or at any time thereafter prior to the complete exercise, termination,
      expiration or cancellation of such related Option.

    


    7.2 Exercise
      Price.
      The
      exercise price for each SAR shall be established in the discretion of the
      Committee; provided, however, that (a) the exercise price per share subject
      to a Tandem SAR shall be the exercise price per share under the related Option
      and (b) the exercise price per share subject to a Freestanding SAR shall be
      not less than the Fair Market Value of a share of Stock on the effective date
      of
      grant of the SAR.

    


    7.3 Exercisability
      and Term of SARs.


    


    (a) Tandem
      SARs.
      Tandem
      SARs shall be exercisable only at the time and to the extent, and only to the
      extent, that the related Option is exercisable, subject to such provisions
      as
      the Committee may specify where the Tandem SAR is granted with respect to less
      than the full number of shares of Stock subject to the related
      Option.

    


    (b) Freestanding
      SARs.
      Freestanding SARs shall be exercisable at such time or times, or upon such
      event
      or events, and subject to such terms, conditions, performance criteria and
      restrictions as shall be determined by the Committee and set forth in the Award
      Agreement evidencing such SAR; provided, however, that no Freestanding SAR
      shall
      be exercisable after the expiration of ten (10) years after the effective
      date of grant of such SAR.

    


    7.4 Deemed
      Exercise of SARs.
      If, on
      the date on which an SAR would otherwise terminate or expire, the SAR by its
      terms remains exercisable immediately prior to such termination or expiration
      and, if so exercised, would result in a payment to the holder of such SAR,
      then
      any portion of such SAR which has not previously been exercised shall
      automatically be deemed to be exercised as of such date with respect to such
      portion.

    


    
      
        
        

      

      
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    7.5 Effect
      of Termination of Service.
      Subject
      to earlier termination of the SAR as otherwise provided herein and unless
      otherwise provided by the Committee in the grant of an SAR and set forth in
      the
      Award Agreement, an SAR shall be exercisable after a Participant’s termination
      of Service only as provided in the Award Agreement.

    


    7.6 Nontransferability
      of SARs.
      During
      the lifetime of the Participant, an SAR shall be exercisable only by the
      Participant or the Participant’s guardian or legal representative. Prior to the
      exercise of an SAR, the SAR shall not be subject in any manner to anticipation,
      alienation, sale, exchange, transfer, assignment, pledge, encumbrance, or
      garnishment by creditors of the Participant or the Participant’s beneficiary,
      except transfer by will or by the laws of descent and distribution.

    


    8. TERMS
      AND CONDITIONS OF RESTRICTED STOCK AWARDS.

    


    Restricted
      Stock Awards shall be evidenced by Award Agreements specifying the number of
      shares of Stock subject to the Award, in such form as the Committee shall from
      time to time establish. No Restricted Stock Award or purported Restricted Stock
      Award shall be a valid and binding obligation of the Company unless evidenced
      by
      a fully executed Award Agreement. Award Agreements evidencing Restricted Stock
      Awards may incorporate all or any of the terms of the Plan by reference and
      shall comply with and be subject to the following terms and conditions:


    


    8.1 Types
      of Restricted Stock Awards Authorized.
      Restricted Stock Awards may or may not require the payment of cash compensation
      for the stock. Restricted Stock Awards may be granted upon such conditions
      as
      the Committee shall determine, including, without limitation, upon the
      attainment of one or more Performance Goals described in Section 9.4. If
      either the grant of a Restricted Stock Award or the lapsing of the Restriction
      Period is to be contingent upon the attainment of one or more Performance Goals,
      the Committee shall follow procedures substantially equivalent to those set
      forth in Sections 9.3 through 9.5(a).

    


    8.2 Purchase
      Price.
      The
      purchase price, if any, for shares of Stock issuable under each Restricted
      Stock
      Award and the means of payment shall be established by the Committee in its
      discretion.

    


    8.3 Purchase
      Period.
      A
      Restricted Stock Award requiring the payment of cash consideration shall be
      exercisable within a period established by the Committee; provided, however,
      that no Restricted Stock Award granted to a prospective Employee, prospective
      Consultant or prospective Director may become exercisable prior to the date
      on
      which such person commences Service.

    


    8.4 Vesting
      and Restrictions on Transfer.
      Shares
      issued pursuant to any Restricted Stock Award may or may not be made subject
      to
      Vesting Conditions based upon the satisfaction of such Service requirements,
      conditions, restrictions or performance criteria, including, without limitation,
      Performance Goals as described in Section 9.4, as shall be established by
      the Committee and set forth in the Award Agreement evidencing such Award. During
      any Restriction Period in which shares acquired pursuant to a Restricted Stock
      Award remain subject to Vesting Conditions, such shares may not be sold,
      exchanged, transferred, pledged, assigned or otherwise disposed of other than
      as
      provided in the Award Agreement or as provided in Section 8.7. Upon request
      by the Company, each Participant shall execute any agreement evidencing such
      transfer restrictions prior to the receipt of shares of Stock
      hereunder.

    


    8.5 Voting
      Rights; Dividends and Distributions.
      Except
      as provided in this Section, Section 8.4 and any Award Agreement, during
      the Restriction Period applicable to shares subject to a Restricted Stock Award,
      the Participant shall have all of the rights of a stockholder of the Company
      holding shares of Stock, including the right to vote such shares and to receive
      all dividends and other distributions paid with respect to such shares. However,
      in the event of a dividend or distribution paid in shares of Stock or any other
      adjustment made upon a change in the capital structure of the Company as
      described in Section 4.2, any and all new, substituted or additional
      securities or other property (other than normal cash dividends) to which the
      Participant is entitled by reason of the Participant’s Restricted Stock Award
      shall be immediately subject to the same Vesting Conditions as the shares
      subject to the Restricted Stock Award with respect to which such dividends
      or
      distributions were paid or adjustments were made.

    


    8.6 Effect
      of Termination of Service.
      Unless
      otherwise provided by the Committee in the grant of a Restricted Stock Award
      and
      set forth in the Award Agreement, if a Participant’s Service terminates for any
      reason, whether voluntary or involuntary (including the Participant’s death or
      disability), then the Participant shall forfeit to the Company any shares
      acquired by the Participant pursuant to a Restricted Stock Award which remain
      subject to Vesting Conditions as of the date of the Participant’s termination of
      Service in exchange for the payment of the purchase price, if any, paid by
      the
      Participant. The Company shall have the right to assign at any time any
      repurchase right it may have, whether or not such right is then exercisable,
      to
      one or more persons as may be selected by the Company.

    


    
      
        
        

      

      
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    8.7 Nontransferability
      of Restricted Stock Award Rights.
      Prior to
      the issuance of shares of Stock pursuant to a Restricted Stock Award, rights
      to
      acquire such shares shall not be subject in any manner to anticipation,
      alienation, sale, exchange, transfer, assignment, pledge, encumbrance or
      garnishment by creditors of the Participant or the Participant’s beneficiary,
      except transfer by will or the laws of descent and distribution. All rights
      with
      respect to a Restricted Stock Award granted to a Participant hereunder shall
      be
      exercisable during his or her lifetime only by such Participant or the
      Participant’s guardian or legal representative.

     

    9. TERMS
      AND CONDITIONS OF PERFORMANCE AWARDS.

    


    Performance
      Awards shall be evidenced by Award Agreements in such form as the Committee
      shall from time to time establish. No Performance Award or purported Performance
      Award shall be a valid and binding obligation of the Company unless evidenced
      by
      a fully executed Award Agreement. Award Agreements evidencing Performance Awards
      may incorporate all or any of the terms of the Plan by reference and shall
      comply with and be subject to the following terms and conditions: 

    


    9.1 Types
      of Performance Awards Authorized.
      Performance Awards may be in the form of either Performance Shares or
      Performance Units. Each Award Agreement evidencing a Performance Award shall
      specify the number of Performance Shares or Performance Units subject thereto,
      the Performance Award Formula, the Performance Goal(s) and Performance Period
      applicable to the Award, and the other terms, conditions and restrictions of
      the
      Award.

    


    9.2 Initial
      Value of Performance Shares and Performance Units.
      Unless
      otherwise provided by the Committee in granting a Performance Award, each
      Performance Share shall have an initial value equal to the Fair Market Value
      of
      one (1) share of Stock, subject to adjustment as provided in
      Section 4.2, on the effective date of grant of the Performance Share. Each
      Performance Unit shall have an initial value determined by the Committee. The
      final value payable to the Participant in settlement of a Performance Award
      determined on the basis of the applicable Performance Award Formula will depend
      on the extent to which Performance Goals established by the Committee are
      attained within the applicable Performance Period established by the
      Committee.

    


    9.3 Establishment
      of Performance Period, Performance Goals and Performance Award
      Formula.
      In
      granting each Performance Award, the Committee shall establish in writing the
      applicable Performance Period, Performance Award Formula and one or more
      Performance Goals which, when measured at the end of the Performance Period,
      shall determine on the basis of the Performance Award Formula the final value
      of
      the Performance Award to be paid to the Participant. To the extent compliance
      with the requirements under Section 162(m) with respect to
“performance-based compensation” is desired, the Committee shall establish the
      Performance Goal(s) and Performance Award Formula applicable to each Performance
      Award no later than the earlier of (a) the date ninety (90) days after
      the commencement of the applicable Performance Period or (b) the date on
      which 25% of the Performance Period has elapsed, and, in any event, at a time
      when the outcome of the Performance Goals remains substantially
      uncertain.

    


    Once
      established, the Performance Goals and Performance Award Formula shall not
      be
      changed during the Performance Period. The Company shall notify each Participant
      granted a Performance Award of the terms of such Award, including the
      Performance Period, Performance Goal(s) and Performance Award
      Formula.

    


    
      
        
        

      

      
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    9.4 Measurement
      of Performance Goals.
      Performance Goals shall be established by the Committee on the basis of targets
      to be attained (“Performance
      Targets”)
      with
      respect to one or more measures of business or financial performance (each,
      a
“Performance
      Measure”),
      subject to the following:


    


    (a) Performance
      Measures.
      Performance Measures shall have the same meanings as used in the Company’s
      financial statements, or, if such terms are not used in the Company’s financial
      statements, they shall have the meaning applied pursuant to generally accepted
      accounting principles, or as used generally in the Company’s industry.
      Performance Measures shall be calculated with respect to the Company and each
      Subsidiary Corporation consolidated therewith for financial reporting purposes
      or such division or other business unit as may be selected by the Committee.
      For
      purposes of the Plan, the Performance Measures applicable to a Performance
      Award
      shall be calculated in accordance with generally accepted accounting principles,
      but prior to the accrual or payment of any Performance Award for the same
      Performance Period and excluding the effect (whether positive or negative)
      of
      any change in accounting standards or any extraordinary, unusual or nonrecurring
      item, as determined by the Committee, occurring after the establishment of
      the
      Performance Goals applicable to the Performance Award. Each such adjustment,
      if
      any, shall be made solely for the purpose of providing a consistent basis from
      period to period for the calculation of Performance Measures in order to prevent
      the dilution or enlargement of the Participant’s rights with respect to a
      Performance Award. Performance Measures may be one or more of the following,
      as
      determined by the Committee: (i) sales revenue; (ii) gross margin;
      (iii) operating margin; (iv) operating income; (v) pre-tax
      profit; (vi) earnings before stock-based compensation expense, interest,
      taxes and depreciation and amortization; (vii) earnings before interest,
      taxes and depreciation and amortization; (viii) earnings before interest
      and taxes; (ix) net income; (x) expenses; (xi) the market price
      of the Stock; (xii) stock price; (xiii) earnings per share;
      (xiv) return on stockholder equity; (xv) return on capital;
      (xvi) return on net assets; (xvii) economic value added;
      (xviii) market share; (xix) customer service; (xx) customer
      satisfaction; (xxi) safety; (xxii) total stockholder return;
      (xxiii) free cash flow; (xxiv) net operating income;
      (xxv) operating cash flow; (xxvi) return on investment;
      (xxvii) employee satisfaction; (xxviii) employee retention;
      (xxix) balance of cash, cash equivalents and marketable securities;
      (xxx) product development; (xxxi) research and development expenses;
      (xxxii) completion of an identified special project;
      (xxxiii) completion of a joint venture or other corporate transaction; or
      (xxxiv) such other measures as determined by the Committee consistent with
      this Section 9.4(a).

    


    (b) Performance
      Targets.
      Performance Targets may include a minimum, maximum, target level and
      intermediate levels of performance, with the final value of a Performance Award
      determined under the applicable Performance Award Formula by the level attained
      during the applicable Performance Period. A Performance Target may be stated
      as
      an absolute value or as a value determined relative to a standard selected
      by
      the Committee.


    


    9.5 Settlement
      of Performance Awards.


     

    (a) Determination
      of Final Value.
      As soon
      as practicable following the completion of the Performance Period applicable
      to
      a Performance Award, the Committee shall certify in writing the extent to which
      the applicable Performance Goals have been attained and the resulting final
      value of the Award earned by the Participant and to be paid upon its settlement
      in accordance with the applicable Performance Award Formula.

    


    (b) Discretionary
      Adjustment of Award Formula.
      In its
      discretion, the Committee may, either at the time it grants a Performance Award
      or at any time thereafter, provide for the positive or negative adjustment
      of
      the Performance Award Formula applicable to a Performance Award that is not
      intended to constitute “qualified performance based compensation” to a “covered
      employee” within the meaning of Section 162(m) (a “Covered
      Employee”)
      to
      reflect such Participant’s individual performance in his or her position with
      the Company or such other factors as the Committee may determine. With respect
      to a Performance Award intended to constitute qualified performance-based
      compensation to a Covered Employee, the Committee shall have the discretion
      to
      reduce some or all of the value of the Performance Award that would otherwise
      be
      paid to the Covered Employee upon its settlement notwithstanding the attainment
      of any Performance Goal and the resulting value of the Performance Award
      determined in accordance with the Performance Award Formula.

    


    (c) Payment
      in Settlement of Performance Awards.
      As soon
      as practicable following the Committee’s determination and certification in
      accordance with Sections 9.5(a) and (b), payment shall be made to each
      eligible Participant (or such Participant’s legal representative or other person
      who acquired the right to receive such payment by reason of the Participant’s
      death) of the final value of the Participant’s Performance Award. Payment of
      such amount shall be made in cash in a lump sum or in installments, shares
      of
      Stock (either fully vested or subject to vesting), or a combination thereof,
      as
      determined by the Committee.

    


    
      
        
        

      

      
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    9.6 Voting
      Rights; Dividend Equivalent Rights and Distributions.
      Participants shall have no voting rights with respect to shares of Stock
      represented by Performance Share Awards until the date of the issuance of such
      shares, if any (as evidenced by the appropriate entry on the books of the
      Company or of a duly authorized transfer agent of the Company). However, the
      Committee, in its discretion, may provide in the Award Agreement evidencing
      any
      Performance Share Award that the Participant shall be entitled to receive
      Dividend Equivalents with respect to the payment of cash dividends on Stock
      having a record date prior to the date on which the Performance Shares are
      settled or forfeited. Such Dividend Equivalents, if any, shall be credited
      to
      the Participant in the form of additional whole Performance Shares as of the
      date of payment of such cash dividends on Stock. The number of additional
      Performance Shares (rounded to the nearest whole number) to be so credited
      shall
      be determined by dividing (a) the amount of cash dividends paid on such
      date with respect to the number of shares of Stock represented by the
      Performance Shares previously credited to the Participant by (b) the Fair
      Market Value per share of Stock on such date. Dividend Equivalents may be paid
      currently or may be accumulated and paid to the extent that Performance Shares
      become nonforfeitable, as determined by the Committee. Settlement of Dividend
      Equivalents may be made in cash, shares of Stock, or a combination thereof
      as
      determined by the Committee, and may be paid on the same basis as settlement
      of
      the related Performance Share as provided in Section 9.5. Dividend
      Equivalents shall not be paid with respect to Performance Units. In the event
      of
      a dividend or distribution paid in shares of Stock or any other adjustment
      made
      upon a change in the capital structure of the Company as described in
      Section 4.2, appropriate adjustments shall be made in the Participant’s
      Performance Share Award so that it represents the right to receive upon
      settlement any and all new, substituted or additional securities or other
      property (other than normal cash dividends) to which the Participant would
      entitled by reason of the shares of Stock issuable upon settlement of the
      Performance Share Award, and all such new, substituted or additional securities
      or other property shall be immediately subject to the same Performance Goals
      as
      are applicable to the Award.

    


    9.7 Effect
      of Termination of Service.
      Unless
      otherwise provided by the Committee in the grant of a Performance Award and
      set
      forth in the Award Agreement, the effect of a Participant’s termination of
      Service on the Performance Award shall be as follows:


    


    (a) Death
      or Disability.
      If the
      Participant’s Service terminates because of the death or Disability of the
      Participant before the completion of the Performance Period applicable to the
      Performance Award, the final value of the Participant’s Performance Award shall
      be determined by the extent to which the applicable Performance Goals have
      been
      attained with respect to the entire Performance Period and shall be prorated
      based on the number of months of the Participant’s Service during the
      Performance Period. Payment shall be made following the end of the Performance
      Period in any manner permitted by Section 9.5.

    


    (b) Other
      Termination of Service.
      If the
      Participant’s Service terminates for any reason except death or Disability
      before the completion of the Performance Period applicable to the Performance
      Award, such Award shall be forfeited in its entirety; provided, however, that
      in
      the event of an involuntary termination of the Participant’s Service, the
      Committee, in its sole discretion, may waive the automatic forfeiture of all
      or
      any portion of any such Award.


    


    9.8 Nontransferability
      of Performance Awards.
      Prior to
      settlement in accordance with the provisions of the Plan, no Performance Award
      shall be subject in any manner to anticipation, alienation, sale, exchange,
      transfer, assignment, pledge, encumbrance, or garnishment by creditors of the
      Participant or the Participant’s beneficiary, except transfer by will or by the
      laws of descent and distribution. All rights with respect to a Performance
      Award
      granted to a Participant hereunder shall be exercisable during his or her
      lifetime only by such Participant or the Participant’s guardian or legal
      representative.

    


    10. TERMS
      AND CONDITIONS OF RESTRICTED STOCK UNIT AWARDS. 

    


    Restricted
      Stock Unit Awards shall be evidenced by Award Agreements specifying the number
      of Restricted Stock Units subject to the Award, in such form as the Committee
      shall from time to time establish. No Restricted Stock Unit Award or purported
      Restricted Stock Unit Award shall be a valid and binding obligation of the
      Company unless evidenced by a fully executed Award Agreement. Award Agreements
      evidencing Restricted Stock Units may incorporate all or any of the terms of
      the
      Plan by reference and shall comply with and be subject to the following terms
      and conditions: 

    


    
      
        
        

      

      
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    10.1 Grant
      of Restricted Stock Unit Awards.
      Restricted Stock Unit Awards may be granted upon such conditions as the
      Committee shall determine, including, without limitation, upon the attainment
      of
      one or more Performance Goals described in Section 9.4. If either the grant
      of a Restricted Stock Unit Award or the Vesting Conditions with respect to
      such
      Award is to be contingent upon the attainment of one or more Performance Goals,
      the Committee shall follow procedures substantially equivalent to those set
      forth in Sections 9.3 through 9.5(a).

    


    10.2 Vesting.
      Restricted Stock Units may or may not be made subject to Vesting Conditions
      based upon the satisfaction of such Service requirements, conditions,
      restrictions or performance criteria, including, without limitation, Performance
      Goals as described in Section 9.4, as shall be established by the Committee
      and set forth in the Award Agreement evidencing such Award.

    


    10.3 Voting
      Rights, Dividend Equivalent Rights and Distributions.
      Participants shall have no voting rights with respect to shares of Stock
      represented by Restricted Stock Units until the date of the issuance of such
      shares (as evidenced by the appropriate entry on the books of the Company or
      of
      a duly authorized transfer agent of the Company). However, the Committee, in
      its
      discretion, may provide in the Award Agreement evidencing any Restricted Stock
      Unit Award that the Participant shall be entitled to receive Dividend
      Equivalents with respect to the payment of cash dividends on Stock having a
      record date prior to the date on which Restricted Stock Units held by such
      Participant are settled. Such Dividend Equivalents, if any, shall be paid by
      crediting the Participant with additional whole Restricted Stock Units as of
      the
      date of payment of such cash dividends on Stock. The number of additional
      Restricted Stock Units (rounded to the nearest whole number) to be so credited
      shall be determined by dividing (a) the amount of cash dividends paid on
      such date with respect to the number of shares of Stock represented by the
      Restricted Stock Units previously credited to the Participant by (b) the
      Fair Market Value per share of Stock on such date. Such additional Restricted
      Stock Units shall be subject to the same terms and conditions and shall be
      settled in the same manner and at the same time (or as soon thereafter as
      practicable) as the Restricted Stock Units originally subject to the Restricted
      Stock Unit Award. In the event of a dividend or distribution paid in shares
      of
      Stock or any other adjustment made upon a change in the capital structure of
      the
      Company as described in Section 4.2, appropriate adjustments shall be made
      in the Participant’s Restricted Stock Unit Award so that it represents the right
      to receive upon settlement any and all new, substituted or additional securities
      or other property (other than normal cash dividends) to which the Participant
      would entitled by reason of the shares of Stock issuable upon settlement of
      the
      Award, and all such new, substituted or additional securities or other property
      shall be immediately subject to the same Vesting Conditions as are applicable
      to
      the Award.

    


    10.4 Effect
      of Termination of Service.
      Unless
      otherwise provided by the Committee in the grant of a Restricted Stock Unit
      Award and set forth in the Award Agreement, if a Participant’s Service
      terminates for any reason, whether voluntary or involuntary (including the
      Participant’s death or disability), then the Participant shall forfeit to the
      Company any Restricted Stock Units pursuant to the Award which remain subject
      to
      Vesting Conditions as of the date of the Participant’s termination of
      Service.

    


    10.5 Settlement
      of Restricted Stock Unit Awards.
      The
      Company shall issue to a Participant on the date on which Restricted Stock
      Units
      subject to the Participant’s Restricted Stock Unit Award vest or on such other
      date determined by the Committee, in its discretion, and set forth in the Award
      Agreement one (1) share of Stock (and/or any other new, substituted or
      additional securities or other property pursuant to an adjustment described
      in
      Section 10.3) for each Restricted Stock Unit then becoming vested or
      otherwise to be settled on such date, subject to the withholding of applicable
      taxes. Notwithstanding the foregoing, if permitted by the Committee and set
      forth in the Award Agreement, the Participant may elect in accordance with
      terms
      specified in the Award Agreement to defer receipt of all or any portion of
      the
      shares of Stock or other property otherwise issuable to the Participant pursuant
      to this Section.

    


    10.6 Nontransferability
      of Restricted Stock Unit Awards.
      Prior to
      the issuance of shares of Stock in settlement of a Restricted Stock Unit Award,
      the Award shall not be subject in any manner to anticipation, alienation, sale,
      exchange, transfer, assignment, pledge, encumbrance, or garnishment by creditors
      of the Participant or the Participant’s beneficiary, except transfer by will or
      by the laws of descent and distribution. All rights with respect to a Restricted
      Stock Unit Award granted to a Participant hereunder shall be exercisable during
      his or her lifetime only by such Participant or the Participant’s guardian or
      legal representative.

    


    
      
        
        

      

      
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    11. DEFERRED
      COMPENSATION AWARDS.

    


    11.1 Establishment
      of Deferred Compensation Award Programs.
      This
      Section 11 shall not be effective unless and until the Committee determines
      to establish a program pursuant to this Section. The Committee, in its
      discretion and upon such terms and conditions as it may determine, may establish
      one or more programs pursuant to the Plan under which: 

    


    (a) Participants
      designated by the Committee who are Insiders or otherwise among a select group
      of highly compensated Employees may irrevocably elect, prior to a date specified
      by the Committee, to reduce such Participant’s compensation otherwise payable in
      cash (subject to any minimum or maximum reductions imposed by the Committee)
      and
      to be granted automatically at such time or times as specified by the Committee
      one or more Awards of Stock Units with respect to such numbers of shares of
      Stock as determined in accordance with the rules of the program established
      by
      the Committee and having such other terms and conditions as established by
      the
      Committee.

    


    (b) Participants
      designated by the Committee who are Insiders or otherwise among a select group
      of highly compensated Employees may irrevocably elect, prior to a date specified
      by the Committee, to be granted automatically an Award of Stock Units with
      respect to such number of shares of Stock and upon such other terms and
      conditions as established by the Committee in lieu of:

    


    (i) shares
      of Stock otherwise issuable to such Participant upon the exercise of an
      Option;

    


    (ii) cash
      or shares of Stock otherwise issuable to such Participant upon the exercise
      of
      an SAR; or

    


    (iii) cash
      or shares of Stock otherwise issuable to such Participant upon the settlement
      of
      a Performance Award or Performance Unit.

    


    11.2 Terms
      and Conditions of Deferred Compensation Awards.
      Deferred
      Compensation Awards granted pursuant to this Section 11 shall be evidenced
      by Award Agreements in such form as the Committee shall from time to time
      establish. No such Deferred Compensation Award or purported Deferred
      Compensation Award shall be a valid and binding obligation of the Company unless
      evidenced by a fully executed Award Agreement. Award Agreements evidencing
      Deferred Compensation Awards may incorporate all or any of the terms of the
      Plan
      by reference and shall comply with and be subject to the following terms and
      conditions: 

    


    (a) Vesting
      Conditions.
      Deferred
      Compensation Awards shall not be subject to any vesting conditions.

    


    (b) Terms
      and Conditions of Stock Units.


    


    (i) Voting
      Rights; Dividend Equivalent Rights and Distributions.
      Participants shall have no voting rights with respect to shares of Stock
      represented by Stock Units until the date of the issuance of such shares (as
      evidenced by the appropriate entry on the books of the Company or of a duly
      authorized transfer agent of the Company). However, a Participant shall be
      entitled to receive Dividend Equivalents with respect to the payment of cash
      dividends on Stock having a record date prior to date on which Stock Units
      held
      by such Participant are settled. Such Dividend Equivalents shall be paid by
      crediting the Participant with additional whole and/or fractional Stock Units
      as
      of the date of payment of such cash dividends on Stock. The method of
      determining the number of additional Stock Units to be so credited shall be
      specified by the Committee and set forth in the Award Agreement. Such additional
      Stock Units shall be subject to the same terms and conditions and shall be
      settled in the same manner and at the same time (or as soon thereafter as
      practicable) as the Stock Units originally subject to the Stock Unit Award.
      In
      the event of a dividend or distribution paid in shares of Stock or any other
      adjustment made upon a change in the capital structure of the Company as
      described in Section 4.2, appropriate adjustments shall be made in the
      Participant’s Stock Unit Award so that it represent the right to receive upon
      settlement any and all new, substituted or additional securities or other
      property (other than normal cash dividends) to which the Participant would
      be
      entitled by reason of the shares of Stock issuable upon settlement of the
      Award.

    


    
      
        
        

      

      
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    (ii) Settlement
      of Stock Unit Awards.
      A
      Participant electing to receive an Award of Stock Units pursuant to this
      Section 11 shall specify at the time of such election a settlement date
      with respect to such Award. The Company shall issue to the Participant as soon
      as practicable following the earlier of the settlement date elected by the
      Participant or the date of termination of the Participant’s Service, a number of
      whole shares of Stock equal to the number of whole Stock Units subject to the
      Stock Unit Award. Such shares of Stock shall be fully vested, and the
      Participant shall not be required to pay any additional consideration (other
      than applicable tax withholding) to acquire such shares. Any fractional Stock
      Unit subject to the Stock Unit Award shall be settled by the Company by payment
      in cash of an amount equal to the Fair Market Value as of the payment date
      of
      such fractional share.

    


    (iii) Nontransferability
      of Stock Unit Awards.
      Prior to
      their settlement in accordance with the provision of the Plan, no Stock Unit
      Award shall be subject in any manner to anticipation, alienation, sale,
      exchange, transfer, assignment, pledge, encumbrance, or garnishment by creditors
      of the Participant or the Participant’s beneficiary, except transfer by will or
      by the laws of descent and distribution. All rights with respect to a Stock
      Unit
      Award granted to a Participant hereunder shall be exercisable during his or
      her
      lifetime only by such Participant or the Participant’s guardian or legal
      representative.

     

    12. OTHER
      STOCK-BASED AWARDS.

    


    In
      addition to the Awards set forth in Sections 6 through 11 above, the
      Committee, in its sole discretion, may carry out the purpose of this Plan by
      awarding Stock-Based Awards as it determines to be in the best interests of
      the
      Company and subject to such other terms and conditions as it deems necessary
      and
      appropriate. 

    


    13. EFFECT
      OF CHANGE IN CONTROL ON OPTIONS AND SARS.

    


    13.1 Accelerated
      Vesting.
      The
      Committee, in its sole discretion, may provide in any Award Agreement or, in
      the
      event of a Change in Control, may take such actions as it deems appropriate
      to
      provide for the acceleration of the exercisability and vesting in connection
      with such Change in Control of any or all outstanding Options and SARs and
      shares acquired upon the exercise of such Options and SARs upon such conditions
      and to such extent as the Committee shall determine. 

    


    13.2 Assumption
      or Substitution.
      In the
      event of a Change in Control, the surviving, continuing, successor, or
      purchasing corporation or other business entity or parent thereof, as the case
      may be (the “Acquiring
      Corporation”),
      may,
      without the consent of the Participant, either assume the Company’s rights and
      obligations under outstanding Options and SARs or substitute for outstanding
      Options and SARs substantially equivalent options or stock appreciation rights
      for the Acquiring Corporation’s stock. Any Options or SARs which are neither
      assumed or substituted for by the Acquiring Corporation in connection with
      the
      Change in Control nor exercised as of the date of the Change in Control shall
      terminate and cease to be outstanding effective as of the date of the Change
      in
      Control. Notwithstanding the foregoing, shares acquired upon exercise of an
      Option or SAR prior to the Change in Control and any consideration received
      pursuant to the Change in Control with respect to such shares shall continue
      to
      be subject to all applicable provisions of the Award Agreement evidencing such
      Award except as otherwise provided in such Award Agreement. Furthermore,
      notwithstanding the foregoing, if the corporation the stock of which is subject
      to the outstanding Options or SARs immediately prior to an Ownership Change
      Event described in Section 2.1(y)(i) constituting a Change in Control is
      the surviving or continuing corporation and immediately after such Ownership
      Change Event less than fifty percent (50%) of the total combined voting power
      of
      its voting stock is held by another corporation or by other corporations that
      are members of an affiliated group within the meaning of Section 1504(a) of
      the Code without regard to the provisions of Section 1504(b) of the Code,
      the outstanding Options and SARs shall not terminate unless the Board otherwise
      provides in its discretion. 

    


    13.3 Effect
      of Change in Control on Restricted Stock and Other Type of
      Awards.
      The
      Committee may, in its discretion, provide in any Award Agreement evidencing
      a
      Restricted Stock or Other Type of Award that, in the event of a Change in
      Control, the lapsing of any applicable Vesting Condition, Restriction Period
      or
      Performance Goal applicable to the shares subject to such Award held by a
      Participant whose Service has not terminated prior to the Change in Control
      shall be accelerated and/or waived effective immediately prior to the
      consummation of the Change in Control to such extent as specified in such Award
      Agreement; provided, however, that such acceleration or waiver shall not occur
      to the extent an Award is assumed or substituted with a substantially equivalent
      Award in connection with the Change in Control. Any acceleration, waiver or
      the
      lapsing of any restriction that was permissible solely by reason of this
      Section 13.3 and the provisions of such Award Agreement shall be
      conditioned upon the consummation of the Change in Control. 

    


    
      
        
        

      

      
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    14. COMPLIANCE
      WITH SECURITIES LAW.

    


    The
      grant
      of Awards and the issuance of shares of Stock pursuant to any Award shall be
      subject to compliance with all applicable requirements of federal, state and
      foreign law with respect to such securities and the requirements of any stock
      exchange or market system upon which the Stock may then be listed. In addition,
      no Award may be exercised or shares issued pursuant to an Award unless
      (a) a registration statement under the Securities Act shall at the time of
      such exercise or issuance be in effect with respect to the shares issuable
      pursuant to the Award or (b) in the opinion of legal counsel to the
      Company, the shares issuable pursuant to the Award may be issued in accordance
      with the terms of an applicable exemption from the registration requirements
      of
      the Securities Act. The inability of the Company to obtain from any regulatory
      body having jurisdiction the authority, if any, deemed by the Company’s legal
      counsel to be necessary to the lawful issuance and sale of any shares hereunder
      shall relieve the Company of any liability in respect of the failure to issue
      or
      sell such shares as to which such requisite authority shall not have been
      obtained. As a condition to issuance of any Stock, the Company may require
      the
      Participant to satisfy any qualifications that may be necessary or appropriate,
      to evidence compliance with any applicable law or regulation and to make any
      representation or warranty with respect thereto as may be requested by the
      Company. 

    


    15. TAX
      WITHHOLDING.

    


    15.1 Tax
      Withholding in General.
      The
      Company shall have the right to deduct from any and all payments made under
      the
      Plan, or to require the Participant, through payroll withholding, cash payment
      or otherwise, including by means of a Cashless Exercise or Net Exercise of
      an
      Option, to make adequate provision for, the federal, state, local and foreign
      taxes, if any, required by law to be withheld by the Participating Company
      Group
      with respect to an Award or the shares acquired pursuant thereto. The Company
      shall have no obligation to deliver shares of Stock, to release shares of Stock
      from an escrow established pursuant to an Award Agreement, or to make any
      payment in cash under the Plan until the Participating Company Group’s tax
      withholding obligations have been satisfied by the Participant. 

    


    15.2 Withholding
      in Shares.
      The
      Company shall have the right, but not the obligation, to deduct from the shares
      of Stock issuable to a Participant upon the exercise or settlement of an Award,
      or to accept from the Participant the tender of, a number of whole shares of
      Stock having a Fair Market Value, as determined by the Company, equal to all
      or
      any part of the tax withholding obligations of the Participating Company Group.
      The Fair Market Value of any shares of Stock withheld or tendered to satisfy
      any
      such tax withholding obligations shall not exceed the amount determined by
      the
      applicable minimum statutory withholding rates. 

    


    16. AMENDMENT
      OR TERMINATION OF PLAN.

    


    The
      Board
      or the Committee may amend, suspend or terminate the Plan at any time. However,
      without the approval of the Company’s stockholders, there shall be (a) no
      increase in the maximum aggregate number of shares of Stock that may be issued
      under the Plan (except by operation of the provisions of Section 4.2),
      (b) no change in the class of persons eligible to receive Incentive Stock
      Options, and (c) no other amendment of the Plan that would require approval
      of the Company’s stockholders under any applicable law, regulation or rule. No
      amendment, suspension or termination of the Plan shall affect any then
      outstanding Award unless expressly provided by the Board or the Committee.
      In
      any event, no amendment, suspension or termination of the Plan may adversely
      affect any then outstanding Award without the consent of the Participant unless
      necessary to comply with any applicable law, regulation or rule. 

    


    17. MISCELLANEOUS
      PROVISIONS.

    


    17.1 Repurchase
      Rights.
      Shares
      issued under the Plan may be subject to one or more repurchase options, or
      other
      conditions and restrictions as determined by the Committee in its discretion
      at
      the time the Award is granted. The Company shall have the right to assign at
      any
      time any repurchase right it may have, whether or not such right is then
      exercisable, to one or more persons as may be selected by the Company. Upon
      request by the Company, each Participant shall execute any agreement evidencing
      such transfer restrictions prior to the receipt of shares of Stock hereunder
      and
      shall promptly present to the Company any and all certificates representing
      shares of Stock acquired hereunder for the placement on such certificates of
      appropriate legends evidencing any such transfer restrictions. 

    


    
      
        
        

      

      
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    17.2 Provision
      of Information.
      Each
      Participant shall be given access to information concerning the Company
      equivalent to that information generally made available to the Company’s common
      stockholders. 

    


    17.3 Rights
      as Employee, Consultant or Director.
      No
      person, even though eligible pursuant to Section 5, shall have a right to
      be selected as a Participant, or, having been so selected, to be selected again
      as a Participant. Nothing in the Plan or any Award granted under the Plan shall
      confer on any Participant a right to remain an Employee, Consultant or Director
      or interfere with or limit in any way any right of a Participating Company
      to
      terminate the Participant’s Service at any time. To the extent that an Employee
      of a Participating Company other than the Company receives an Award under the
      Plan, that Award shall in no event be understood or interpreted to mean that
      the
      Company is the Employee’s employer or that the Employee has an employment
      relationship with the Company. 

    


    


    


    17.4 Rights
      as a Stockholder.
      A
      Participant shall have no rights as a stockholder with respect to any shares
      covered by an Award until the date of the issuance of such shares (as evidenced
      by the appropriate entry on the books of the Company or of a duly authorized
      transfer agent of the Company). No adjustment shall be made for dividends,
      distributions or other rights for which the record date is prior to the date
      such shares are issued, except as provided in Section 4.2 or another
      provision of the Plan. 

    


    17.5 Fractional
      Shares.
      The
      Company shall not be required to issue fractional shares upon the exercise
      or
      settlement of any Award. 

    


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

    


    17.7 Beneficiary
      Designation.
      Subject
      to local laws and procedures, each Participant may file with the Company a
      written designation of a beneficiary who is to receive any benefit under the
      Plan to which the Participant is entitled in the event of such Participant’s
      death before he or she receives any or all of such benefit. Each designation
      will revoke all prior designations by the same Participant, shall be in a form
      prescribed by the Company, and will be effective only when filed by the
      Participant in writing with the Company during the Participant’s lifetime. If a
      married Participant designates a beneficiary other than the Participant’s
      spouse, the effectiveness of such designation may be subject to the consent
      of
      the Participant’s spouse. If a Participant dies without an effective designation
      of a beneficiary who is living at the time of the Participant’s death, the
      Company will pay any remaining unpaid benefits to the Participant’s legal
      representative. 

    


    17.8 Unfunded
      Obligation.
      Participants shall have the status of general unsecured creditors of the
      Company. Any amounts payable to Participants pursuant to the Plan shall be
      unfunded and unsecured obligations for all purposes, including, without
      limitation, Title I of the Employee Retirement Income Security Act of 1974.
      No Participating Company shall be required to segregate any monies from its
      general funds, or to create any trusts, or establish any special accounts with
      respect to such obligations. The Company shall retain at all times beneficial
      ownership of any investments, including trust investments, which the Company
      may
      make to fulfill its payment obligations hereunder. Any investments or the
      creation or maintenance of any trust or any Participant account shall not create
      or constitute a trust or fiduciary relationship between the Committee or any
      Participating Company and a Participant, or otherwise create any vested or
      beneficial interest in any Participant or the Participant’s creditors in any
      assets of any Participating Company. The Participants shall have no claim
      against any Participating Company for any changes in the value of any assets
      which may be invested or reinvested by the Company with respect to the Plan.
      Each Participating Company shall be responsible for making benefit payments
      pursuant to the Plan on behalf of its Participants or for reimbursing the
      Company for the cost of such payments, as determined by the Company in its
      sole
      discretion. In the event the respective Participating Company fails to make
      such
      payment or reimbursement, a Participant’s (or other individual’s) sole recourse
      shall be against the respective Participating Company, and not against the
      Company. A Participant’s acceptance of an Award pursuant to the Plan shall
      constitute agreement with this provision. 

     

    
      
        
        

      

      
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