<PAGE>

                                                                  EXHIBIT 10.1.1

                               BIOVEX GROUP, INC.

                            2006 STOCK INCENTIVE PLAN

1.   Purpose

     The purpose of this 2006 Stock Incentive Plan (the "Plan") of BioVex Group,
Inc., a Delaware corporation (the "Company"), is to advance the interests of the
Company's stockholders by enhancing the Company's ability to attract, retain and
motivate persons who are expected to make important contributions to the Company
and by providing such persons with equity ownership opportunities and
performance-based incentives that are intended to align their interests with
those of the Company's stockholders. Except where the context otherwise
requires, the term "Company" shall include any of the Company's present or
future parent or subsidiary corporations as defined in Sections 424(e) or (f) of
the Internal Revenue Code of 1986, as amended, and any regulations promulgated
thereunder (the "Code") and any other business venture (including, without
limitation, joint venture or limited liability company) in which the Company has
a controlling interest, as determined by the Board of Directors of the Company
(the "Board").

2.   Eligibility

     All of the Company's employees, officers, directors, consultants and
advisors are eligible to receive options, stock appreciation rights, restricted
stock, restricted stock units and other stock-unit awards (each, an "Award")
under the Plan. Each person who receives an Award under the Plan is deemed a
"Participant".

3.   Administration and Delegation

     (a) Administration by Board of Directors. The Plan will be administered by
the Board. The Board shall have authority to grant Awards and to adopt, amend
and repeal such administrative rules, guidelines and practices relating to the
Plan as it shall deem advisable. The Board may construe and interpret the terms
of the Plan and any Award agreements entered into under the Plan. The Board may
correct any defect, supply any omission or reconcile any inconsistency in the
Plan or any Award in the manner and to the extent it shall deem expedient to
carry the Plan into effect and it shall be the sole and final judge of such
expediency. All decisions by the Board shall be made in the Board's sole
discretion and shall be final and binding on all persons having or claiming any
interest in the Plan or in any Award. No director or person acting pursuant to
the authority delegated by the Board shall be liable for any action or
determination relating to or under the Plan made in good faith.

     (b) Appointment of Committees. To the extent permitted by applicable law,
the Board may delegate any or all of its powers under the Plan to one or more
committees or subcommittees of the Board (a "Committee"). All references in the
Plan to the "Board" shall mean the Board or a Committee of the Board or the
officers referred to in Section 3(c) to the


                                      -1-

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                                                                  EXHIBIT 10.1.1

extent that the Board's powers or authority under the Plan have been delegated
to such Committee or officers.

     (c) Delegation to Officers. To the extent permitted by applicable law, the
Board may delegate to one or more officers of the Company the power to grant
Awards to employees or officers of the Company or any of its present or future
subsidiary corporations and to exercise such other powers under the Plan as the
Board may determine, provided that the Board shall fix the terms of the Awards
to be granted by such officers (including the exercise price of such Awards,
which may include a formula by which the exercise price will be determined) and
the maximum number of shares subject to Awards that the officers may grant;
provided further, however, that no officer shall be authorized to grant Awards
to any "executive officer" of the Company (as defined by Rule 3b-7 under the
Securities Exchange Act of 1934, as amended (the "Exchange Act")) or to any
"officer" of the Company (as defined by Rule 16a-1 under the Exchange Act).

4.   Stock Available for Awards

     (a) Number of Shares. Subject to adjustment under Section 9, Awards may be
made under the Plan for up to the number of shares of common stock, $0.0001 par
value per share, of the Company (the "Common Stock") that is equal to the sum
of:

          (1) [__] shares of Common Stock [an aggregate number of shares of
Common Stock that (together with shares underlying options outstanding on the
date hereof) is equal to 15% of the total number of shares to be outstanding
immediately following the closing of the IPO (the "Option Shares")]; plus

          (2) an annual increase to be added on the first day of each of the
Company's fiscal years during the period beginning in the fiscal year ending
March 31, 2008 and ending on the second day of the fiscal year ending March 31,
2016 equal to the lesser of (i) [650,000] shares of Common Stock, (ii) 5% of the
outstanding shares on such date or (iii) an amount determined by the Board.

     Notwithstanding clause (2) above, in no event shall the number of shares
available under this Plan be increased as set forth in clause (2) to the extent
such increase, in addition to any other increases proposed by the Board in the
number of shares available for issuance under all other employee or director
stock plans, would result in the total number of shares then available for
issuance under all employee and director stock plans exceeding 15% of the
outstanding shares of the Company on the first day of the applicable fiscal
year.

     If any Award expires or is terminated, surrendered or canceled without
having been fully exercised, is forfeited in whole or in part (including as the
result of shares of Common Stock subject to such Award being repurchased by the
Company at the original issuance price pursuant to a contractual repurchase
right) is settled in cash or otherwise or results in any Common Stock not being
issued, the unused Common Stock covered by such Award shall again be available
for


                                      -2-

<PAGE>

                                                                  EXHIBIT 10.1.1

the grant of Awards under the Plan. Further, shares of Common Stock tendered to
the Company by a Participant to exercise an Award shall be added to the number
of shares of Common Stock available for the grant of Awards under the Plan.
However, in the case of Incentive Stock Options (as hereinafter defined), the
foregoing provisions shall be subject to any limitations under the Code. Shares
issued under the Plan may consist in whole or in part of authorized but unissued
shares or treasury shares.

     (b) Per-Participant Limit. Subject to adjustment under Section 9, for
Awards granted after the Common Stock is registered under the Securities
Exchange Act of 1934 (the "Exchange Act"), the maximum number of shares of
Common Stock with respect to which Awards may be granted to any Participant
under the Plan shall be 100,000 per fiscal year. For purposes of the foregoing
limit, the combination of an Option in tandem with an SAR (as each is hereafter
defined) shall be treated as a single Award. The per-Participant limit described
in this Section 4(b) shall be construed and applied consistently with Section
162(m) of the Code or any successor provision thereto, and the regulations
thereunder ("Section 162(m)").

     (c) Substitute Awards. In connection with a merger or consolidation of an
entity with the Company or the acquisition by the Company of property or stock
of an entity, the Board may grant Awards in substitution for any options or
other stock or stock-based awards granted by such entity or an affiliate
thereof. Substitute Awards may be granted on such terms as the Board deems
appropriate in the circumstances, notwithstanding any limitations on Awards
contained in the Plan. Substitute Awards shall not count against the overall
share limit set forth in Section 4(a), except as may be required by reason of
Section 422 and related provisions of the Code.

5.   Stock Options

     (a) General. The Board may grant options to purchase Common Stock (each, an
"Option") and determine the number of shares of Common Stock to be covered by
each Option, the exercise price of each Option and the conditions and
limitations applicable to the exercise of each Option, including conditions
relating to applicable federal or state securities laws, as it considers
necessary or advisable. An Option that is not intended to be an Incentive Stock
Option (as hereinafter defined) shall be designated a "Nonstatutory Stock
Option".

     (b) Incentive Stock Options. An Option that the Board intends to be an
"incentive stock option" as defined in Section 422 of the Code (an "Incentive
Stock Option") shall only be granted to employees of BioVex Group, Inc., any of
its present or future parent or subsidiary corporations as defined in Sections
424(e) or (f) of the Code, and any other entities the employees of which are
eligible to receive Incentive Stock Options under the Code, and shall be subject
to and shall be construed consistently with the requirements of Section 422 of
the Code. The Company shall have no liability to a Participant, or any other
party, if an Option (or any part thereof) that is intended to be an Incentive
Stock Option is not an Incentive Stock Option or for any action taken by the
Board, including without limitation the conversion of an Incentive Stock Option
to a Nonstatutory Stock Option.


                                      -3-

<PAGE>

                                                                  EXHIBIT 10.1.1

     (c) Exercise Price. The Board shall establish the exercise price of each
Option and specify such exercise price in the applicable option agreement;
provided, however, that the exercise price shall not be less than 100% of the
Fair Market value (as defined below) on the date of the Option is granted.

     (d) Duration of Options. Each Option shall be exercisable at such times and
subject to such terms and conditions as the Board may specify in the applicable
option agreement; provided, however, that no Option shall be granted for a term
in excess of 10 years.

     (e) Exercise of Option. Options may be exercised by delivery to the Company
of a written notice of exercise signed by the proper person or by any other form
of notice (including electronic notice) approved by the Board together with
payment in full as specified in Section 5(f) for the number of shares for which
the Option is exercised. Shares of Common Stock subject to the Option will be
delivered by the Company following exercise either as soon as practicable or,
subject to such conditions as the Board shall specify, on a deferred basis (with
the Company's obligation to be evidenced by an instrument providing for future
delivery of the deferred shares at the time or times specified by the Board).

     (f) Payment Upon Exercise. Common Stock purchased upon the exercise of an
Option granted under the Plan shall be paid for as follows:

          (1) in cash or by check, payable to the order of the Company;

          (2) except as may otherwise be provided in the applicable option
agreement, by (i) delivery of an irrevocable and unconditional undertaking by a
creditworthy broker to deliver promptly to the Company sufficient funds to pay
the exercise price and any required tax withholding or (ii) delivery by the
Participant to the Company of a copy of irrevocable and unconditional
instructions to a creditworthy broker to deliver promptly to the Company cash or
a check sufficient to pay the exercise price and any required tax withholding;

          (3) to the extent provided for in the applicable option agreement or
approved by the Board, in its sole discretion, by delivery (either by actual
delivery or attestation) of shares of Common Stock owned by the Participant
valued at their fair market value as determined by (or in a manner approved by)
the Board ("Fair Market Value"), provided (i) such method of payment is then
permitted under applicable law, (ii) such Common Stock, if acquired directly
from the Company, was owned by the Participant for such minimum period of time,
if any, as may be established by the Board in its discretion and (iii) such
Common Stock is not subject to any repurchase, forfeiture, unfulfilled vesting
or other similar requirements;

          (4) to the extent permitted by applicable law and provided for in the
applicable option agreement or approved by the Board in its sole discretion, by
(i) delivery of a promissory note of the Participant to the Company on terms
determined by the Board, or (ii) payment of such other lawful consideration as
the Board may determine; or


                                      -4-

<PAGE>

                                                                  EXHIBIT 10.1.1

          (5) by any combination of the above permitted forms of payment.

     (g) Repricing of Options. The Board may, without stockholder approval,
amend any outstanding Option granted under the Plan to provide an exercise price
per share that is lower than the then-current exercise price per share of such
outstanding Option. The Board may also, without stockholder approval, cancel any
outstanding option (whether or not granted under the Plan) and grant in
substitution therefor new Awards under the Plan covering the same or a different
number of shares of Common Stock and having an exercise price per share lower
than the then-current exercise price per share of the cancelled option.

6.   Stock Appreciation Rights.

     (a) General. The Board may grant Awards consisting of a Stock Appreciation
Right, (or "SAR"), is an Award entitling the holder, upon exercise, to receive
an amount of Common Stock or cash or a combination thereof (such form to be
determined by the Board) determined by reference to appreciation, from and after
the date of grant, in the fair market value of a share of Common Stock. The date
as of which such appreciation or other measure is determined shall be the
exercise date.

     (b) Grants. Stock Appreciation Rights may be granted in tandem with, or
independently of, Options granted under the Plan.

          (1) Tandem Awards. When Stock Appreciation Rights are expressly
granted in tandem with Options, (i) the Stock Appreciation Right will be
exercisable only at such time or times, and to the extent, that the related
Option is exercisable (except to the extent designated by the Board in
connection with a Reorganization Event) and will be exercisable in accordance
with the procedure required for exercise of the related Option; (ii) the Stock
Appreciation Right will terminate and no longer be exercisable upon the
termination or exercise of the related Option, except to the extent designated
by the Board in connection with a Reorganization Event and except that a Stock
Appreciation Right granted with respect to less than the full number of shares
covered by an Option will not be reduced until the number of shares as to which
the related Option has been exercised or has terminated exceeds the number of
shares not covered by the Stock Appreciation Right; (iii) the Option will
terminate and no longer be exercisable upon the exercise of the related Stock
Appreciation Right; and (iv) the Stock Appreciation Right will be transferable
only with the related Option.

          (2) Independent SARs. A Stock Appreciation Right not expressly granted
in tandem with an Option will become exercisable at such time or times, and on
such conditions, as the Board may specify in the SAR Award.

     (c) Grant Price. The Board shall establish the grant price or exercise
price of each SAR and specify such price in the applicable Award agreement;
provided, however, that the grant price or exercise price of an SAR shall not be
less than 100% of the Fair Market Value per share of Common Stock on the date of
grant of the SAR.


                                      -5-

<PAGE>

                                                                  EXHIBIT 10.1.1

     (d) Term. Each SAR shall be exercisable at such times and subject to such
terms and conditions as the Board may specify in the applicable Award agreement;
provided, however, that the term of an SAR shall not be more than 10 years from
the date of grant

     (e) Exercise. Stock Appreciation Rights may be exercised by delivery to the
Company of a written notice of exercise signed by the proper person or by any
other form of notice (including electronic notice) approved by the Board,
together with any other documents required by the Board.

7.   Restricted Stock; Restricted Stock Units.

     (a) General. The Board may grant Awards entitling recipients to acquire
shares of Common Stock ("Restricted Stock"), subject to the right of the Company
to repurchase all or part of such shares at their issue price or other stated or
formula price (or to require the forfeiture of such shares if issued at no cost)
from the recipient in the event that conditions specified by the Board in the
applicable Award are not satisfied prior to the end of the applicable
restriction period or periods established by the Board for such Award. Instead
of granting Awards for Restricted Stock, the Board may grant Awards entitling
the recipient to receive shares of Common Stock to be delivered at the time such
shares of Common Stock vest ("Restricted Stock Units") (Restricted Stock and
Restricted Stock Units are each referred to herein as a "Restricted Stock
Award").

     (b) Terms and Conditions. The Board shall determine the terms and
conditions of a Restricted Stock Award, including the conditions for vesting and
repurchase (or forfeiture) and the issue price, if any.

     (c) Additional Provisions Relating to Restricted Stock.

          (1) Dividends. Participants holding shares of Restricted Stock will be
entitled to all ordinary cash dividends paid with respect to such shares, unless
otherwise provided by the Board. If any such dividends or distributions are paid
in shares, or consist of a dividend or distribution to holders of Common Stock
other than an ordinary cash dividend, the shares, cash or other property will be
subject to the same restrictions on transferability and forfeitability as the
shares of Restricted Stock with respect to which they were paid. Each dividend
payment will be made no later than the end of the calendar year in which the
dividends are paid to shareholders of that class of stock or, if later, the 15th
day of the third month following the date the dividends are paid to shareholders
of that class of stock.

          (2) Stock Certificates. The Company may require that any stock
certificates issued in respect of shares of Restricted Stock shall be deposited
in escrow by the Participant, together with a stock power endorsed in blank,
with the Company (or its designee). At the expiration of the applicable
restriction periods, the Company (or such designee) shall deliver the
certificates no longer subject to such restrictions to the Participant or if the
Participant has died, to the beneficiary designated, in a manner determined by
the Board, by a Participant to receive


                                      -6-

<PAGE>

                                                                  EXHIBIT 10.1.1

amounts due or exercise rights of the Participant in the event of the
Participant's death (the "Designated Beneficiary"). In the absence of an
effective designation by a Participant, "Designated Beneficiary" shall mean the
Participant's estate.

     (d) Additional Provisions Relating to Restricted Stock Units.

          (1) Settlement. Upon the vesting of and/or lapsing of any other
restrictions (i.e., settlement) with respect to each Restricted Stock Unit, the
Participant shall be entitled to receive from the Company one share of Common
Stock or an amount of cash equal to the Fair Market Value of one share of Common
Stock, as provided in the applicable Award agreement. The Board may, in its
discretion, provide that settlement of Restricted Stock Units shall be deferred,
on a mandatory basis or at the election of the Participant.(1)

          (2) Voting Rights. A Participant shall have no voting rights with
respect to any Restricted Stock Units.

          (3) Dividend Equivalents. To the extent provided by the Board, in its
sole discretion, a grant of Restricted Stock Units may provide Participants with
the right to receive an amount equal to any dividends or other distributions
declared and paid on an equal number of outstanding shares of Common Stock
("Dividend Equivalents"). Dividend Equivalents may be paid currently or credited
to an account for the Participants, may be settled in cash and/or shares of
Common Stock and may be subject to the same restrictions on transfer and
forfeitability as the Restricted Stock Units with respect to which paid, as
determined by the Board in its sole discretion, subject in each case to such
terms and conditions as the Board shall establish, in each case to be set forth
in the applicable Award agreement.

8.   Other Stock-Unit Awards

     Other Awards of shares of Common Stock, and other Awards that are valued in
whole or in part by reference to, or are otherwise based on, shares of Common
Stock or other property, may be granted hereunder to Participants ("Other Stock
Unit Awards"), including, without limitation, Awards entitling recipients to
receive shares of Common Stock to be delivered in the future. Such Other Stock
Unit Awards shall also be available as a form of payment in the settlement of
other Awards granted under the Plan or as payment in lieu of compensation to
which a Participant is otherwise entitled. Other Stock Unit Awards may be paid
in shares of Common Stock or cash, as the Board shall determine. Subject to the
provisions of the Plan, the Board shall determine the terms and conditions of
each Other Stock Unit Award, including any purchase price applicable thereto.

----------
(1)  Note that Section 409A imposes new rules related to any such deferral
     election that must be complied with in order to avoid adverse tax
     consequences.


                                      -7-

<PAGE>

                                                                  EXHIBIT 10.1.1

9.   Adjustments for Changes in Common Stock and Certain Other Events.

     (a) Changes in Capitalization. In the event of any stock split, reverse
stock split, stock dividend, recapitalization, combination of shares,
reclassification of shares, spin-off or other similar change in capitalization
or event, or any distribution to holders of Common Stock other than an ordinary
cash dividend, (i) the number and class of securities available under this Plan,
(ii) the per-Participant limit set forth in Section 4(b), (iii) the number and
class of securities and exercise price per share of each outstanding Option,
(iv) the share- and per-share provisions of each Stock Appreciation Right, (v)
the number of shares subject to and the repurchase price per share subject to
each outstanding Restricted Stock Award, and (vi) the share- and
per-share-related provisions and the purchase price, if any, of each outstanding
Other Stock Unit Award, shall be appropriately adjusted by the Company (or
substituted Awards may be made, if applicable) to the extent determined by the
Board.

     (b) Reorganization Events

          (1) Definition. A "Reorganization Event" shall mean: (a) any merger or
consolidation of the Company with or into another entity as a result of which
all of the Common Stock of the Company is converted into or exchanged for the
right to receive cash, securities or other property or is cancelled, (b) any
exchange of all of the Common Stock of the Company for cash, securities or other
property pursuant to a share exchange transaction or (c) any liquidation or
dissolution of the Company.

          (2) Consequences of a Reorganization Event on Awards Other than
Restricted Stock Awards. In connection with a Reorganization Event, the Board
shall take any one or more of the following actions as to all or any outstanding
Awards other than Restricted Stock Awards on such terms as the Board determines:
(i) provide that Awards shall be assumed, or substantially equivalent Awards
shall be substituted, by the acquiring or succeeding corporation (or an
affiliate thereof), (ii) upon written notice to a Participant, provide that the
Participant's unexercised Options or other unexercised Awards will terminate
immediately prior to the consummation of such Reorganization Event unless
exercised by the Participant within a specified period following the date of
such notice, (iii) provide that outstanding Awards shall become exercisable,
realizable or deliverable, or restrictions applicable to an Award shall lapse,
in whole or in part prior to or upon such Reorganization Event, (iv) in the
event of a Reorganization Event under the terms of which holders of Common Stock
will receive upon consummation thereof a cash payment for each share surrendered
in the Reorganization Event (the "Acquisition Price"), make or provide for a
cash payment to a Participant equal to the excess, if any, of (A) the
Acquisition Price times the number of shares of Common Stock subject to the
Participant's Options or other Awards (to the extent the exercise price does not
exceed the Acquisition Price) over (B) the aggregate exercise price of all such
outstanding Options or other Awards and any applicable tax witholdings, in
exchange for the termination of such Options or other Awards, (v) provide that,
in connection with a liquidation or dissolution of the Company, Awards shall
convert into the right to receive liquidation proceeds (if applicable, net of
the exercise price thereof) and (vi) any combination of the foregoing.


                                      -8-

<PAGE>

                                                                  EXHIBIT 10.1.1

          For purposes of clause (i) above, an Option shall be considered
assumed if, following consummation of the Reorganization Event, the Option
confers the right to purchase, for each share of Common Stock subject to the
Option immediately prior to the consummation of the Reorganization Event, the
consideration (whether cash, securities or other property) received as a result
of the Reorganization Event by holders of Common Stock for each share of Common
Stock held immediately prior to the consummation of the Reorganization Event
(and if holders were offered a choice of consideration, the type of
consideration chosen by the holders of a majority of the outstanding shares of
Common Stock); provided, however, that if the consideration received as a result
of the Reorganization Event is not solely common stock of the acquiring or
succeeding corporation (or an affiliate thereof), the Company may, with the
consent of the acquiring or succeeding corporation, provide for the
consideration to be received upon the exercise of Options to consist solely of
common stock of the acquiring or succeeding corporation (or an affiliate
thereof) equivalent in value (as determined by the Board) to the per share
consideration received by holders of outstanding shares of Common Stock as a
result of the Reorganization Event.

          (3) Consequences of a Reorganization Event on Restricted Stock Awards.
Upon the occurrence of a Reorganization Event other than a liquidation or
dissolution of the Company, the repurchase and other rights of the Company under
each outstanding Restricted Stock Award shall inure to the benefit of the
Company's successor and shall, unless the Board determines otherwise, apply to
the cash, securities or other property which the Common Stock was converted into
or exchanged for pursuant to such Reorganization Event in the same manner and to
the same extent as they applied to the Common Stock subject to such Restricted
Stock Award. Upon the occurrence of a Reorganization Event involving the
liquidation or dissolution of the Company, except to the extent specifically
provided to the contrary in the instrument evidencing any Restricted Stock Award
or any other agreement between a Participant and the Company, all restrictions
and conditions on all Restricted Stock Awards then outstanding shall
automatically be deemed terminated or satisfied.

10.  General Provisions Applicable to Awards

     (a) Transferability of Awards. Except as the Board may otherwise determine
or provide in an Award, Awards shall not be sold, assigned, transferred, pledged
or otherwise encumbered by the person to whom they are granted, either
voluntarily or by operation of law, except by will or the laws of descent and
distribution or, other than in the case of an Incentive Stock Option, pursuant
to a qualified domestic relations order, and, during the life of the
Participant, shall be exercisable only by the Participant; provided, however,
that the Board may permit or provide in an Award for the gratuitous transfer of
the Award by the Participant to or for the benefit of any immediate family
member, family trust or other entity established for the benefit of the
Participant and/or an immediate family member thereof if, with respect to such
proposed transferee, the Company would be eligible to use a Form S-8 for the
registration of the sale of the Common Stock subject to such Award under the
Securities Act of 1933, as amended; provided, further, that the Company shall
not be required to recognize any such transfer until such time as the
Participant and such permitted transferee shall, as a condition to such
transfer,


                                      -9-

<PAGE>

                                                                  EXHIBIT 10.1.1

deliver to the Company a written instrument in form and substance satisfactory
to the Company confirming that such transferee shall be bound by all of the
terms and conditions of the Award. References to a Participant, to the extent
relevant in the context, shall include references to authorized transferees.

     (b) Documentation. Each Award shall be evidenced in such form (written,
electronic or otherwise) as the Board shall determine. Each Award may contain
terms and conditions in addition to those set forth in the Plan.

     (c) Board Discretion. Except as otherwise provided by the Plan, each Award
may be made alone or in addition or in relation to any other Award. The terms of
each Award need not be identical, and the Board need not treat Participants
uniformly.

     (d) Termination of Status. The Board shall determine the effect on an Award
of the disability, death, termination of employment, authorized leave of absence
or other change in the employment or other status of a Participant and the
extent to which, and the period during which, the Participant, or the
Participant's legal representative, conservator, guardian or Designated
Beneficiary, may exercise rights under the Award.

     (e) Withholding. The Participant must satisfy all applicable federal,
state, and local or other income and employment tax withholding obligations
before the Company will deliver stock certificates or otherwise recognize
ownership of Common Stock under an Award. The Company may decide to satisfy the
withholding obligations through additional withholding on salary or wages. If
the Company elects not to or cannot withhold from other compensation, the
Participant must pay the Company the full amount, if any, required for
withholding or have a broker tender to the Company cash equal to the withholding
obligations. Payment of withholding obligations is due before the Company will
issue any shares on exercise or release from forfeiture of an Award or, if the
Company so requires, at the same time as is payment of the exercise price unless
the Company determines otherwise. If provided for in an Award or approved by the
Board in its sole discretion,(2) a Participant may satisfy such tax obligations
in whole or in part by delivery of shares of Common Stock, including shares
retained from the Award creating the tax obligation, valued at their Fair Market
Value; provided, however, except as otherwise provided by the Board, that the
total tax withholding where stock is being used to satisfy such tax obligations
cannot exceed the Company's minimum statutory withholding obligations (based on
minimum statutory withholding rates for federal and state tax purposes,

----------
(2)  Unless the Board specifically approves the delivery of shares by a Section
     16 reporting person, there is a risk that the disposition of shares would
     not be exempt from Section 16. A company could provide that share
     withholding is the default rule, but that can create unanticipated
     liabilities for the Company. However, if this provision is excluded from an
     option agreement, and the Board subsequently decides to allow the
     Participant to satisfy the withholding with Common Stock, there will be a
     modification of the option, possibly disqualifying its ISO treatment and
     possibly causing a charge to earnings (but not, apparently, adversely
     affecting its treatment under Section 409A). This provision should not be
     modified without reviewing with the Company's accountants whether the
     proposed modification will result in adverse accounting treatment.


                                      -10-

<PAGE>

                                                                  EXHIBIT 10.1.1

including payroll taxes, that are applicable to such supplemental taxable
income). Shares surrendered to satisfy tax withholding requirements cannot be
subject to any repurchase, forfeiture, unfulfilled vesting or other similar
requirements.

     (f) Amendment of Award. The Board may amend, modify or terminate any
outstanding Award, including but not limited to, substituting therefor another
Award of the same or a different type, changing the date of exercise or
realization, and converting an Incentive Stock Option to a Nonstatutory Stock
Option, provided either (i) that the Participant's consent to such action shall
be required unless the Board determines that the action, taking into account any
related action, would not materially and adversely affect the Participant or
(ii) that the change is permitted by Section 9 hereof.

     (g) Conditions on Delivery of Stock. The Company will not be obligated to
deliver any shares of Common Stock pursuant to the Plan or to remove
restrictions from shares previously delivered under the Plan until (i) all
conditions of the Award have been met or removed to the satisfaction of the
Company, (ii) in the opinion of the Company's counsel, all other legal matters
in connection with the issuance and delivery of such shares have been satisfied,
including any applicable securities laws and any applicable stock exchange or
stock market rules and regulations, and (iii) the Participant has executed and
delivered to the Company such representations or agreements as the Company may
consider appropriate to satisfy the requirements of any applicable laws, rules
or regulations.

     (h) Acceleration. The Board may at any time provide that any Award shall
become immediately exercisable in full or in part, free of some or all
restrictions or conditions, or otherwise realizable in full or in part, as the
case may be.

11.  Miscellaneous

     (a) No Right To Employment or Other Status. No person shall have any claim
or right to be granted an Award, and the grant of an Award shall not be
construed as giving a Participant the right to continued employment or any other
relationship with the Company. The Company expressly reserves the right at any
time to dismiss or otherwise terminate its relationship with a Participant free
from any liability or claim under the Plan, except as expressly provided in the
applicable Award.

     (b) No Rights As Stockholder. Subject to the provisions of the applicable
Award, no Participant or Designated Beneficiary shall have any rights as a
stockholder with respect to any shares of Common Stock to be distributed with
respect to an Award until becoming the record holder of such shares.
Notwithstanding the foregoing, in the event the Company effects a split of the
Common Stock by means of a stock dividend and the exercise price of and the
number of shares subject to such Option are adjusted as of the date of the
distribution of the dividend (rather than as of the record date for such
dividend), then an optionee who exercises an Option between the record date and
the distribution date for such stock dividend shall be entitled to receive, on
the distribution date, the stock dividend with respect to the shares of Common
Stock acquired


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<PAGE>

                                                                  EXHIBIT 10.1.1

upon such Option exercise, notwithstanding the fact that such shares were not
outstanding as of the close of business on the record date for such stock
dividend.

     (c) Effective Date and Term of Plan. The Plan shall become effective on the
date on which it is adopted by the Board. No Awards shall be granted under the
Plan after the completion of 10 years from the earlier of (i) the date on which
the Plan was adopted by the Board or (ii) the date the Plan was approved by the
Company's stockholders, but Awards previously granted may extend beyond that
date.

     (d) Amendment of Plan. The Board may amend, suspend or terminate the Plan
or any portion thereof at any time; provided that, to the extent determined by
the Board, no amendment requiring stockholder approval under any applicable
legal, regulatory or listing requirement shall become effective until such
stockholder approval is obtained.

     (e) Provisions for Foreign Participants. The Board may modify Awards or
Options granted to Participants who are foreign nationals or employed outside
the United States or establish subplans or procedures under the Plan to
recognize differences in laws, rules, regulations or customs of such foreign
jurisdictions with respect to tax, securities, currency, employee benefit or
other matters.

     (f) Compliance with Code Section 409A. No Award shall provide for deferral
of compensation that does not comply with Section 409A of the Code, unless the
Board, at the time of grant, specifically provides that the Award is not
intended to comply with Section 409A of the Code. The Company shall have no
liability to a Participant, or any other party, if an Award that is intended to
be exempt from, or compliant with, Section 409A is not so exempt or compliant or
for any action taken by the Board.

     (g) Governing Law. The provisions of the Plan and all Awards made hereunder
shall be governed by and interpreted in accordance with the laws of the State of
Delaware, excluding choice-of-law principles of the law of such state that would
require the application of the laws of a jurisdiction other than such state.

Adopted by the Board of Directors on July 18, 2006
Approved by the Stockholders as of August 4, 2006


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