**QUAKER CITY BANCORP, INC.****2002 EQUITY INCENTIVEPLAN****NOVEMBER 20, 2002** **TABLE OFCONTENTS**     **Page**ARTICLE I    PURPOSE OF PLAN  1ARTICLE II    EFFECTIVE DATE AND TERM OF PLAN  12.1    Term of Plan  12.2    Effect on Awards  12.3    Stockholder Approval  1ARTICLE III    SHARES SUBJECT TO PLAN  13.1    Number of Shares  13.2    Source of Shares  23.3    Availability of Unused Shares  23.4    Adjustment Provisions  23.5    Reservation of Shares  3ARTICLE IV    ADMINISTRATION OF PLAN  34.1    Administrator  34.2    Authority of Administrator  34.3    No Liability  44.4    Amendments  44.5    Other Compensation Plans  54.6    Plan Binding on Successors  54.7    References to Successor Statutes, Regulations and Rules  54.8    Issuances for Compensation Purposes Only  5i 
 4.9    Invalid Provisions  54.10    Governing Law  64.11    Interpretation  6ARTICLE V    GENERAL AWARD PROVISIONS  65.1    Participation in Plan  65.2    Award Documents  65.3    Payment For Awards  75.4    No Employment Rights  75.5    Restrictions Under Applicable Laws and Regulations  85.6    Additional Conditions  95.7    No Privileges Regarding Stock Ownership or Specific Assets  95.8    Nonassignability  95.9    Information To Recipients  105.10    Withholding Taxes  105.11    Legends on Awards and Stock Certificates  105.12    Effect of Termination of Employment on Awards  10(a)    Termination of Vesting  10(b)    Alteration of Vesting and Exercise Periods  10(c)    Leave of Absence  11(d)    General Cessation  115.13    Lock-Up Agreements  115.14    Restrictions on Common Stock and Other Securities  115.15    Limits on Awards to Eligible Persons  115.16    No Option Repricing  12ARTICLE VI    AWARDS  12ii 
6.1    Stock Options  12(a)    Nature of Stock Options  12(b)    Option Exercise Price  12(c)    Option Period and Vesting  12(d)    Exercise of Stock Options  12(e)    Termination of Employment  13(f)    Special Provisions Regarding Incentive Stock Options  136.2    Performance Awards  14(a)    Grant of Performance Award  14(b)    Payment of Award  14(c)    Maximum Amount of Compensation  146.3    Restricted Stock  14(a)    Award of Restricted Stock  14(b)    Requirements of Restricted Stock  14(c)    Lapse of Restrictions  15(d)    Rights of Recipient  15(e)    Termination of Employment  156.4    Stock Appreciation Rights  15(a)    Granting of Stock Appreciation Rights  15(b)    Stock Appreciation Rights Related to Options  15(c)    Stock Appreciation Rights Unrelated to Options  16(d)    Limits  16(e)    Payments  166.5    Stock Payments  166.6    Dividend Equivalents  17iii 
6.7    Stock Bonuses  176.8    Stock Sales  176.9    Phantom Stock  176.10    Other Stock-Based Benefits  17ARTICLE VII    CHANGE IN CONTROL  187.1    Provision for Awards Upon Change in Control  18ARTICLE VIII    DEFINITIONS  18EXHIBIT A    FORM OF NOTICE OF EXERCISE OF NONQUALIFIED STOCK OPTION  A-1EXHIBIT B    FORM OF NOTICE OF EXERCISE OF INCENTIVE STOCK OPTION  B-1iv 
**QUAKER CITY BANCORP, INC.****2002 EQUITY INCENTIVEPLAN** **ARTICLE I****PURPOSE OF PLAN** The Company has adopted this Plan to promote the interests of the Company and its stockholders by using investmentinterests in the Company to attract, retain and motivate its management and other persons, to encourage and reward their contributions to the performance of the Company, and to align their interests with the interests of the Company’sstockholders. Capitalized terms not otherwise defined herein have the meanings ascribed to them in *Article VIII*.  **ARTICLEII****EFFECTIVE DATE AND TERM OF PLAN** **2.1    Term of Plan.** This Plan became effective as of the Effective Date andwill continue in effect until the earlier of (a) the Expiration Date, or (b) the date of any Plan termination pursuant to the provisions in *Section 7.1*, at which time this Plan will automatically terminate.  **2.2    Effect on Awards.** Awards may be granted only during the Plan Term, but each Award properly granted during the Plan Term will remain in effect after the Expiration Date until such Award has been exercised, terminated or expired in accordance with itsterms and the terms of this Plan.  **2.3    Stockholder Approval.** This Plan shall be approved by the Company’s stockholders. The effectiveness of any Awards granted prior to such stockholder approval shall be subject to such stockholderapproval.  **ARTICLE III****SHARES SUBJECT TOPLAN** **3.1    Number of Shares.** The maximum number of shares of Common Stock that may be issued pursuant to Awards under this Plan is 326,553, subject to adjustment as set forth in *Section 3.4*. 
**3.2    Source of Shares.** The Common Stock to be issued under this Plan will be made available, at the discretion of the Administrator, either from authorized but unissued shares of Common Stock or from previously issued shares of Common Stockreacquired by the Company, including without limitation shares purchased on the open market.  **3.3    Availability of UnusedShares.** Shares of Common Stock subject to unexercised portions of any Award that expire, terminate or are canceled, andshares of Common Stock issued pursuant to an Award that are reacquired by the Company pursuant to this Plan or the terms of the Award under which such shares were issued, will again become available for the grant of further Awards under this Plan aspart of the shares available under *Section 3.1*. However, if the exercise price of, or withholding taxes incurred in connection with, an Award is paid with shares of Common Stock, or if shares of Common Stock otherwise issuable pursuant toAwards are withheld by the Company in satisfaction of an exercise price or the withholding taxes incurred in connection with any exercise or vesting of an Award, then the number of shares of Common Stock available for issuance under the Plan will bereduced by the gross number of shares for which the Award is exercised or for which the Award vests, as applicable, and not by the net number of shares of Common Stock issued to the holder of such Award.  **3.4    Adjustment Provisions.** (a)  *Adjustments*.    Subject to *Section 3.4(e)*, if the Company consummates any Reorganization in which holders of shares of Common Stock are entitled to receive in respect of such sharesany additional shares or new or different shares or securities, cash or other consideration (including, without limitation, a different number of shares of Common Stock), or if the outstanding shares of Common Stock are increased, decreased orexchanged for a different number or kind of shares or other securities through merger, consolidation, sale or exchange of all or substantially all of the assets of the Company, reorganization, recapitalization, reclassification, combination, stockdividend, stock split, reverse stock split, spin-off, or similar transaction then, subject to *Section 7.1*, an appropriate and proportionate adjustment may be made by the Administrator in its discretion in: (i) the maximum number and kind ofshares subject to this Plan as provided in *Section 3.1*; (ii) the number and kind of shares or other securities subject to then outstanding Awards; and/or (iii) the price for each share or other unit of any other securities subject to, ormeasurement criteria applicable to, then outstanding Awards.  (b)  *No FractionalInterests*.    No fractional interests will be issued under the Plan resulting from any adjustments.  (c)  *Adjustments Related to Company Stock*.    To the extent any adjustments relate to stock or securities of the Company, such adjustments will be made by the Administrator, whose determination inthat respect will be final, binding and conclusive.  (d)  *Right to MakeAdjustment*.    The grant of an Award will not affect in any way the right or power of the Company to make adjustments, reclassifications, reorganizations or 2 
changes of its capital or business structure or to merge or to consolidate or to dissolve, liquidate or sell, or transfer all or any part of its businessor assets.  (e)  *Limitations*.    Notwithstanding anything to the contrary herein, noadjustment to the terms of an Incentive Stock Option may be made unless such adjustment either: (i) would not cause the Option to lose its status as an Incentive Stock Option; or (ii) is agreed to in writing by the Administrator and the Recipient. **3.5    Reservation of Shares.** The Company will at all times reserve and keep available shares of Common Stock equaling at least the total number of shares of Common Stock issuable pursuant to all outstanding Awards.  **ARTICLE IV****ADMINISTRATION OF PLAN** **4.1    Administrator.** (a)  *Plan Administration*.    Subject to the provisions of *Section 4.1(b)*, this Plan will be administered by the Board and may also be administered by the Compensation Committee of the Boardappointed pursuant to *Section 4.1(b)*.  (b)  *Administration by CompensationCommittee*.    The Board in its sole discretion may from time to time appoint a Compensation Committee of not less than two (2) Board members with authority to administer this Plan in whole or part and, subject to applicablelaw, to exercise any or all of the powers, authority and discretion of the Board under this Plan. As long as the Board has delegated authority to administer this Plan to the Compensation Committee and the Company has a class of equity securitiesregistered under Section 12 of the Exchange Act, this Plan may be administered by a Compensation Committee of not less than two (2) Board members appointed by the Board in its sole discretion from time to time, each of whom is (i) a Non-EmployeeDirector, and (ii) an “Outside Director” as defined in the regulations adopted under Section 162(m) of the IRC. The Board may from time to time increase or decrease (but not below two (2)) the number of members of the CompensationCommittee, remove from membership on the Compensation Committee all or any portion of its members, and/or appoint such person or persons as it desires to fill any vacancy existing on the Compensation Committee, whether caused by removal, resignationor otherwise. Unless otherwise required by this *Section 4.1(b)*, the Board may disband the Compensation Committee at any time.  **4.2    Authority of Administrator.** (a)  *Authority to InterpretPlan*.    Subject to the express provisions of this Plan, the Administrator will have the power to implement, interpret and construe this Plan and any Awards and Award Documents or other documents defining the rights andobligations of the Company and Recipients hereunder and thereunder, to determine all questions arising hereunder and thereunder, and to adopt and amend such rules and regulations for the administration hereof and thereof as it may deem desirable.The interpretation and construction by the Administrator 3 
of any provisions of this Plan or of any Award or Award Document, and any action taken by, or inaction of, the Administrator relating to this Plan or anyAward or Award Document, will be within the discretion of the Administrator and will be conclusive and binding upon all persons. Subject only to compliance with the express provisions hereof, the Administrator may act in its discretion in mattersrelated to this Plan and any and all Awards and Award Documents.  (b)  *Authority to GrantAwards*.    Subject to the express provisions of this Plan, the Administrator may from time to time in its discretion select the Eligible Persons to whom, and the time or times at which, Awards will be granted or sold, thenature of each Award, the number of shares of Common Stock or the number of rights that make up or underlie each Award, the exercise price and period (if applicable) for the exercise of each Award, and such other terms and conditions applicable toeach individual Award as the Administrator may determine. Any and all terms and conditions of Awards may be established by the Administrator without regard to existing Awards or other grants and without incurring any obligation of the Company inrespect of subsequent Awards. The Administrator may grant at any time new Awards to an Eligible Person who has previously received Awards or other grants (including other stock options) regardless of the status of such other Awards or grants. TheAdministrator may grant Awards singly or in combination or in tandem with other Awards as it determines in its discretion.  (c)  *Procedures*.    Subject to the Company’s charter or bylaws or any Board resolution conferring authority on the Compensation Committee, any action of the Administrator with respect to theadministration of this Plan must be taken pursuant to a majority vote of the authorized number of members of the Administrator or by the unanimous written consent of its members; *provided*, *however*, that (i) if the Administrator is theCompensation Committee and consists of two (2) members, then actions of the Administrator must be unanimous, and (ii) actions taken by the Board will be valid if approved in accordance with applicable law.  **4.3    No Liability.** No member of the Board or the Compensation Committee or any designee thereof will be liable for any action or inaction with respect to this Plan or any Award or any transaction arising under this Plan or any Award except incircumstances constituting bad faith of such member.  **4.4    Amendments.** (a)  *Plan Amendments*.    The Administrator may at any time and from time to time in its discretion, insofar aspermitted by applicable law, rule or regulation and subject to *Section 4.4(c)*, suspend or discontinue this Plan or revise or amend it in any respect whatsoever, and this Plan as so revised or amended will govern all Awards, including thosegranted before such revision or amendment. Without limiting the generality of the foregoing, the Administrator is authorized to amend this Plan to comply with or take advantage of amendments to applicable laws, rules or regulations, including theSecurities Act, the Exchange Act, the IRC, or the rules of any exchange or market system upon which the Common Stock is listed or trades, or any rules or regulations promulgated thereunder. Except as provided in *Section 4.4(c)*, no stockholderapproval of any amendment or revision will be required unless such approval is required by applicable law, rule or regulation. 4 
(b)  *Award Amendments*.    The Administrator may at any time and from time to time in itsdiscretion, but subject to *Section 4.4(c)* and *Section 6.1(c)* and compliance with applicable statutory or administrative requirements, accelerate or extend the vesting or exercise period of any Award as a whole or in part, and make suchother modifications in the terms and conditions of an Award as it deems advisable, *provided*, *however*, that any repricing, reduction or modification of the exercise price of a Stock Option by the Administrator is subject to *Section5.16*.  (c)  *Limitation*.    Except as otherwise provided in this Plan or in theapplicable Award Document, no amendment, revision, suspension or termination of this Plan or an outstanding Award that would cause an Incentive Stock Option to cease to qualify as such or that would alter, impair or diminish in any material respectany rights or obligations under any Award theretofore granted under this Plan may be effected without the written consent of the Recipient to whom such Award was granted.  **4.5    Other Compensation Plans.** The adoption of this Plan will notaffect any other stock option, restricted stock, incentive or other compensation plans in effect from time to time for the Company, and this Plan will not preclude the Company from establishing any other forms of incentive or other compensation foremployees, directors, advisors or consultants of the Company, whether or not approved by stockholders.  **4.6    Plan Bindingon Successors.** This Plan will be binding upon the successors and assigns of the Company.  **4.7    References to Successor Statutes, Regulations and Rules.** Any reference in this Plan to a particular statute, regulation or rule will also refer to any successor provision of such statute, regulation or rule.  **4.8    Issuances for Compensation Purposes Only.** This Plan constitutes an “employee benefit plan” as defined in Rule 405 promulgated under the Securities Act. Awards to eligible employees or directors shall be made for any lawful consideration,including compensation for services rendered, promissory notes or otherwise. Awards to consultants and advisors shall be made only in exchange for bona fide services rendered by such consultants or advisors and such services must not be inconnection with the offer and sale of securities in a capital-raising transaction.  **4.9    Invalid Provisions.** In the event that any provision of this Plan is found to be invalid or otherwise unenforceable under any applicablelaw, such invalidity or unenforceability is not to be construed as rendering any other provisions contained herein invalid or unenforceable, and all such other provisions are to be given full force and effect to the same extent as though the invalidand unenforceable provision were not contained herein. 5 
**4.10    Governing Law.** This Plan will be governed by and interpreted in accordance with the internal laws of the State of California, without giving effect to the principles of the conflicts of laws thereof.  **4.11    Interpretation.** Headings herein are for convenience of reference only, do not constitute a part of this Plan, and will not affect the meaning or interpretation of this Plan. References herein to Sections or Articles are references to the referencedSection or Article hereof, unless otherwise specified.  **ARTICLE V****GENERAL AWARD PROVISIONS** **5.1    Participation in Plan.** (a)  *Eligibility to Receive Awards*.    A person is eligible to receive grants of Awards if, at the time of thegrant of the Award, such person is an Eligible Person or has received an offer of employment from the Company, *provided*, *however*, that Awards granted to a person who has received an offer of employment will terminate and be forfeitedwithout consideration if the employment offer is not accepted within such time as may be specified by the Company. Status as an Eligible Person will not be construed as a commitment that any Award will be granted under this Plan to an EligiblePerson or to Eligible Persons generally.  (b)  *Eligibility to Receive Incentive StockOptions*.    Incentive Stock Options may be granted only to Eligible Persons meeting the employment requirements of Section 422 of the IRC.  (c)  *Awards to Foreign Nationals*.    Notwithstanding anything to the contrary herein, the Administrator may, in order to fulfill the purposes ofthis Plan, modify grants of Awards to Recipients who are foreign nationals or employed outside of the United States to recognize differences in applicable law, tax policy or local custom.  **5.2    Award Documents.** Each Award must beevidenced by an agreement duly executed on behalf of the Company and by the Recipient or, in the Administrator’s discretion, a confirming memorandum issued by the Company to the Recipient, setting forth such terms and conditions applicable tothe Award as the Administrator may in its discretion determine. Awards will not be deemed made or binding upon the Company, and Recipients will have no rights thereto, until such an agreement is entered into between the Company and the Recipient orsuch a memorandum is delivered by the Company to the Recipient, but an Award may have an effective date prior to the date of such an agreement or memorandum. Award Documents may be (but need not be) identical and must comply with and be subject tothe terms and conditions of this Plan, a copy of which will be provided to each Recipient and incorporated by reference into each Award Document. Any Award Document may contain such other terms, provisions and conditions not inconsistent with thisPlan as may be determined by the Administrator. In case of any conflict between this Plan and any Award Document, this Plan shall control. 6 
**5.3    Payment For Awards.** (a)  *Payment of Exercise Price*.    The exercise price or other payment for an Award is payable upon the exercise of a Stock Option or upon other purchase of shares pursuant to an Awardgranted hereunder by delivery of legal tender of the United States or payment of such other consideration as the Administrator may from time to time deem acceptable in any particular instance; *provided*, *however*, that the Administratormay, in the exercise of its discretion, allow exercise of an Award in a broker-assisted or similar transaction in which the exercise price is not received by the Company until promptly after exercise.  (b)  *Company Assistance*.    The Company may assist any person to whom an Award is granted (including, withoutlimitation, any officer or director of the Company) in the payment of the purchase price or other amounts payable in connection with the receipt or exercise of that Award, by lending such amounts to such person on such terms and at such rates ofinterest and upon such security (if any) as may be consistent with applicable law and approved by the Administrator. In case of such a loan, the Administrator may require that the exercise be followed by a prompt sale of some or all of theunderlying shares and that a portion of the sale proceeds be dedicated to full payment of the exercise price and amounts required pursuant to *Section 5.10*.  (c)  *Cashless Exercise*.    If permitted in any case by the Administrator in its discretion, the exercise price for Awards may be paid by capitalstock of the Company delivered in transfer to the Company by or on behalf of the person exercising the Award and duly endorsed in blank or accompanied by stock powers duly endorsed in blank, with signatures guaranteed in accordance with the ExchangeAct if required by the Administrator; or retained by the Company from the stock otherwise issuable upon exercise or surrender of vested and/or exercisable Awards or other equity awards previously granted to the Recipient and being exercised (ifapplicable) (in either case valued at Fair Market Value as of the exercise date); or such other consideration as the Administrator may from time to time in the exercise of its discretion deem acceptable in any particular instance.  (d)  *No Precedent*.    Recipients will have no rights to the assistance described in *Section5.3(b)* or the exercise techniques described in *Section 5.3(c)*, and the Company may offer or permit such assistance or techniques on an *ad hoc* basis to any Recipient without incurring any obligation to offer or permit suchassistance or techniques on other occasions or to other Recipients.  **5.4    No Employment Rights.** Nothing contained in this Plan (or in Award Documents or in any other documents related to this Plan or to Awards) will confer upon anyEligible Person or Recipient any right to continue in the employ of or engagement by the Company or any Affiliated Entity or constitute any contract or agreement of employment or engagement, or interfere in any way with the right of the Company orany Affiliated Entity to reduce such person’s compensation or other benefits or to terminate the employment or engagement of such Eligible Person or Recipient, with or without cause. Except as expressly provided in this Plan or in any statementevidencing the grant of an Award, the Company has the right to deal with each Recipient in the same manner as 7 
if this Plan and any such statement evidencing the grant of an Award did not exist, including, without limitation, with respect to all matters related tothe hiring, discharge, compensation and conditions of the employment or engagement of the Recipient. Unless otherwise set forth in a written agreement binding upon the Company or an Affiliated Entity, all employees of the Company or an AffiliatedEntity are “at will” employees whose employment may be terminated by the Company or the Affiliated Entity at any time for any reason or no reason, without payment or penalty of any kind. Any question(s) as to whether and when there hasbeen a termination of a Recipient’s employment or engagement, the reason (if any) for such termination, and/or the consequences thereof under the terms of this Plan or any statement evidencing the grant of an Award pursuant to this Plan will bedetermined by the Administrator and the Administrator’s determination thereof will be final and binding.  **5.5    Restrictions Under Applicable Laws and Regulations.** (a)  *Government Approvals*.    All Awards will be subject to the requirement that, if at any time the Company determines, in its discretion, that the listing, registration or qualification of thesecurities subject to Awards granted under this Plan upon any securities exchange or interdealer quotation system or under any federal, state or foreign law, or the consent or approval of any governmental or regulatory body, is necessary ordesirable as a condition of, or in connection with, the granting of such an Award or the issuance, if any, or purchase of shares in connection therewith, such Award may not be exercised as a whole or in part unless and until such listing,registration, qualification, consent or approval has been effected or obtained free of any conditions not acceptable to the Company. During the term of this Plan, the Company will use its reasonable efforts to seek to obtain from the appropriategovernmental and regulatory agencies any requisite qualifications, consents, approvals or authorizations in order to issue and sell such number of shares of its Common Stock as is sufficient to satisfy the requirements of this Plan. The inability ofthe Company to obtain any such qualifications, consents, approvals or authorizations will relieve the Company of any liability in respect of the nonissuance or sale of such stock as to which such qualifications, consents, approvals or authorizationspertain.  (b)  *No Registration Obligation; Recipient Representations*.    The Companywill be under no obligation to register or qualify the issuance of Awards or underlying securities under the Securities Act or applicable state securities laws. Unless the issuance of Awards and underlying securities have been registered under theSecurities Act and qualified or registered under applicable state securities laws, the Company shall be under no obligation to issue any Awards or underlying securities unless the Awards and underlying securities may be issued pursuant to applicableexemptions from such registration or qualification requirements. In connection with any such exempt issuance, the Administrator may require the Recipient to provide a written representation and undertaking to the Company, satisfactory in form andscope to the Company and upon which the Company may reasonably rely, that such Recipient is acquiring such Awards and underlying securities for such Recipient’s own account as an investment and not with a view to, or for sale in connectionwith, the distribution of any such securities, and that such person will make no transfer of the same except in compliance with any rules and regulations in force at the time of such transfer under the Securities Act and other applicable law, andthat if securities are issued without registration, a legend to this effect (together with any other legends deemed appropriate by the Administrator) may be endorsed 8 
upon the securities so issued, and to the effect of any additional representations that are appropriate in light of applicable securities laws and rules.The Company may also order its transfer agent to stop transfers of such shares. The Administrator may also require the Recipient to provide the Company such information and other documents as the Administrator may request in order to satisfy theAdministrator as to the investment sophistication and experience of the Recipient and as to any other conditions for compliance with any such exemptions from registration or qualification.  **5.6    Additional Conditions.** Any Award may besubject to such provisions (whether or not applicable to any other Award or Recipient) as the Administrator deems appropriate, including without limitation provisions for the forfeiture of or restrictions on resale or other disposition of securitiesof the Company acquired under this Plan, provisions giving the Company the right to repurchase securities of the Company acquired under this Plan in the event the Recipient leaves the Company for any reason or elects to effect any dispositionthereof, and provisions to comply with federal and state securities laws.  **5.7    No Privileges Regarding Stock Ownership orSpecific Assets.** Except as otherwise set forth herein, a Recipient or a permitted transferee of an Award will have norights as a stockholder with respect to any shares issuable or issued in connection with the Award until the Recipient has delivered to the Company all amounts payable and performed all obligations required to be performed in connection with theexercise of the Award and the Company has issued such shares. No person will have any right, title or interest in any fund or in any specific asset (including shares of capital stock) of the Company by reason of any Award granted hereunder. Neitherthis Plan (or any documents related hereto) nor any action taken pursuant hereto is to be construed to create a trust of any kind or a fiduciary relationship between the Company and any person. To the extent that any person acquires a right toreceive an Award hereunder, such right shall be no greater than the right of any unsecured general creditor of the Company.  **5.8    Nonassignability.** No Award is assignable or transferable except: (a) bywill or by the laws of descent and distribution; or (b) subject to the final sentence of this *Section 5.8*, upon dissolution of marriage pursuant to a qualified domestic relations order or, in the discretion of the Administrator on acase-by-case basis and under circumstances that would not adversely affect the interests of the Company, transfers for estate planning purposes or pursuant to a nominal transfer that does not result in a change in beneficial ownership. Subject tothe final sentence of this *Section 5.8*, during the lifetime of a Recipient, an Award granted to such person will be exercisable only by the Recipient (or the Recipient’s permitted transferee) or such person’s guardian or legalrepresentative. Notwithstanding the foregoing, Stock Options intended to be treated as Incentive Stock Options (or other Awards subject to transfer restrictions under the IRC) (i) may not be assigned or transferred in violation of Section 422(b)(5)of the IRC or the regulations thereunder, and nothing herein is intended to allow such assignment or transfer; and (ii) will be exercisable during a Recipient’s lifetime only by the Recipient. 9 
**5.9    Information To Recipients.** (a)  *Provision of Information*.    The Administrator in its sole discretion may determine what, if any, financial and other information is to be provided to Recipients andwhen such financial and other information is to be provided after giving consideration to applicable federal and state laws, rules and regulations, including, without limitation, applicable federal and state securities laws, rules and regulations. (b)  *Confidentiality*.    The furnishing of financial and other information that isconfidential to the Company is subject to the Recipient’s agreement to maintain the confidentiality of such financial and other information, and not to disclose or use the information for any purpose other than evaluating the Recipient’sposition under this Plan. The Administrator may impose other restrictions on the access to and use of such confidential information and may require a Recipient to acknowledge the Recipient’s obligations under this *Section 5.9(b)* (whichacknowledgment is not to be a condition to Recipient’s obligations under this *Section 5.9(b)*).**** **5.10    Withholding Taxes.** Whenever the granting, vesting or exercise of anyAward, or the issuance of any Common Stock or other securities upon exercise of any Award or transfer thereof, gives rise to tax or tax withholding liabilities or obligations, the Administrator will have the right as a condition thereto to requirethe Recipient to remit to the Company an amount sufficient to satisfy any federal, state and local withholding tax requirements arising in connection therewith. The Administrator may, in the exercise of its discretion, allow satisfaction of taxwithholding requirements by accepting delivery of stock of the Company or by withholding a portion of the stock otherwise issuable in connection with an Award, in each case valued at Fair Market Value as of the date of such delivery or withholding,as the case may be.  **5.11    Legends on Awards and Stock Certificates.** Each Award Document and each certificate representing securities acquired upon vesting or exercise of an Award must be endorsed with all legends, ifany, required by applicable federal and state securities and other laws to be placed on the Award Document and/or the certificate. The determination of which legends, if any, will be placed upon Award Documents or the certificates will be made bythe Administrator in its discretion and such decision will be final and binding.  **5.12    Effect of Termination ofEmployment on Awards.** (a)  *Termination of Vesting*.    Notwithstanding anything tothe contrary herein, but subject to *Section 5.12(b)*, Awards will be exercisable by a Recipient (or the Recipient’s successor in interest) following such Recipient’s termination of employment or service only to the extent thatinstallments thereof had become exercisable on or prior to the date of such termination.  (b)  *Alteration ofVesting and Exercise Periods*.    Subject to *Section 6.1(c)* and notwithstanding anything to the contrary herein, the Administrator may in its discretion (i) designate shorter or longer periods following aRecipient’s termination of employment or 10 
service during which Awards may vest or be exercised; *provided*, *however*, that any shorter periods determined by the Administrator will beeffective only if provided for in this Plan or the instrument that evidences the grant to the Recipient of the affected Award or if such shorter period is agreed to in writing by the Recipient, and (ii) accelerate the vesting of all or any portionof any Awards by increasing the number of shares purchasable at any time, without increasing the total number of shares subject to such Awards.  (c)  *Leave of Absence*.    In the case of any employee on an approved leave of absence, the Administrator may make such provision respecting continuance of Awards granted to such employeeas the Administrator in its discretion deems appropriate, except that in no event will an Award be exercisable after the date such Award would expire in accordance with its terms had the Recipient remained continuously employed.  (d)  *General Cessation*.    Except as otherwise set forth in this Plan or an Award Document or asdetermined by the Administrator in its discretion, all Awards granted to a Recipient, and all of such Recipient’s rights thereunder, will terminate upon termination for any reason of such Recipient’s employment or service with the Companyor any Affiliated Entity (or cessation of any other service relationship between the Recipient and the Company or any Affiliated Entity in place as of the date the Award was granted).  **5.13    Lock-Up Agreements.** Each Recipient agrees as acondition to receipt of an Award that, in connection with any public offering by the Company of its equity securities and upon the request of the Company and the principal underwriter (if any) in such public offering, any shares of Common Stockacquired or that may be acquired upon exercise or vesting of an Award may not be sold, offered for sale, encumbered, or otherwise disposed of or subjected to any transaction that will involve any sales of securities of the Company, without the priorwritten consent of the Company or such underwriter, as the case may be, for a period of not more than 365 days after the effective date of the registration statement for such public offering. Each Recipient will, if requested by the Company or theprincipal underwriter, enter into a separate agreement to the effect of this *Section 5.13*.  **5.14    Restrictions onCommon Stock and Other Securities.** Common Stock or other securities of the Company issued or issuable in connectionwith any Award will be subject to all of the restrictions imposed under this Plan upon Common Stock issuable or issued upon exercise of Stock Options, except as otherwise determined by the Administrator.  **5.15    Limits on Awards to Eligible Persons.** Notwithstanding any other provision of this Plan, no one Eligible Person shall be granted Awards with respect to more than 100,000 shares of Common Stock in any one calendar year. The limitation set forth inthis *Section 5.15* will be subject to adjustment as provided in *Section 3.4* or under *Section 7.1*, but only to the extent such adjustment would not affect the status of compensation attributable to Awards as Performance-BasedCompensation. 11 
**5.16    No Option Repricing.** Without the approval of the stockholders of the Company, the Company shall not reprice any Stock Options. For purposes of this Plan, the term “reprice” shall include (i) lowering the exercise price ofpreviously awarded Stock Options within the meaning of Item 402(i) under Securities and Exchange Commission Regulation S-K, and (ii) canceling previously awarded Stock Options and granting in their place Stock Options having a lower exercise price. **ARTICLE VI****AWARDS** **6.1    Stock Options.** (a)  *Nature of Stock Options*.    Stock Options may be Incentive Stock Options or Nonqualified Stock Options.  (b)  *Option Exercise Price*.    The exercise price for each Stock Option will be determined by the Administrator as of the date such Stock Option is granted.  (c)  *Option Period and Vesting*.    Stock Options granted hereunder will vest and may be exercised asdetermined by the Administrator; *provided*, *however*, that (i) no Stock Option shall first become exercisable within one calendar year from its date of grant, other than upon a Change in Control as set forth in *Section 7.1*, and(ii) any exercise of Stock Options after termination of the Recipient’s employment or service shall be subject to *Section 5.12* and *Section 6.1(e)*. Each Stock Option granted hereunder and all rights or obligations thereunder shallexpire on such date as may be determined by the Administrator, but not later than 10 years after the date the Stock Option is granted and may be subject to earlier termination as provided herein or in the Award Document. Except as otherwise providedherein, a Stock Option will become exercisable, as a whole or in part, on the date or dates specified by the Administrator and thereafter will remain exercisable until the exercise, expiration or earlier termination of the Stock Option. (d)  *Exercise of Stock Options*.****    The exercise price for Stock Options will bepaid as set forth in *Section 5.3*. No Stock Option will be exercisable except in respect of whole shares, and fractional share interests shall be disregarded. Not fewer than 100 shares of Common Stock (or such other amount as may be set forthin the applicable Award Document) may be purchased at one time and Stock Options must be exercised in multiples of 100 unless the number purchased is the total number of shares for which the Stock Option is exercisable at the time of exercise. AStock Option will be deemed to be exercised when the Secretary or other designated official of the Company receives written notice of such exercise from the Recipient in the form of one of *Exhibit A* or *Exhibit B* hereto or such otherform as the Company may specify from time to time, together with payment of the exercise price in accordance with *Section 5.3* and any amounts required under *Section 5.10* or, with permission of the Administrator, arrangement for suchpayment. Notwithstanding any other provision of this Plan, the Administrator may impose, by rule and/or in Award Documents, such conditions upon the exercise of Stock Options (including, without limitation, conditions limiting the time of exerciseto specified periods) as may be required to satisfy applicable regulatory requirements, including, 12 
without limitation, Rule 16b-3 and Rule 10b-5 under the Exchange Act, and any amounts required under *Section 5.10*, or any applicable section of orregulation under the IRC.  (e)*  Termination of Employment.* (i)  *Termination for Just Cause*.    Subject to *Section 5.12* and except as otherwiseprovided in a written agreement between the Company or an Affiliated Entity and the Recipient, which may be entered into at any time before or after termination of employment or service, in the event of a Just Cause Dismissal of a Recipient all ofthe Recipient’s unexercised Stock Options, whether or not vested, will expire and become unexercisable as of the date of such Just Cause Dismissal.  (ii)  *Termination Other Than for Just Cause*.    Subject to *Section 5.12* and except as otherwise provided in a writtenagreement between the Company or an Affiliated Entity and the Recipient, which may be entered into at any time before or after termination of employment or service, if a Recipient’s employment or service with the Company or any AffiliatedEntity terminates for:  (A)  any reason other than for Just Cause Dismissal, death, PermanentDisability or normal retirement, the Recipient’s Stock Options, whether or not vested, will expire and become unexercisable as of the earlier of: (1) the date such Stock Options would expire in accordance with their terms had the Recipientremained employed; and (2) 90 days after the date of termination of employment or service.  (B)  death, Permanent Disability or normal retirement, the Recipient’s unexercised Stock Options will, whether or not vested, expire and become unexercisable as of the earlier of: (1) the date such Stock Options wouldexpire in accordance with their terms had the Recipient remained employed; and (2) two years after the date of termination of employment or service.  (f)  *Special Provisions Regarding Incentive Stock Options*.    Notwithstanding anything herein to the contrary,**** (i)  The exercise price and vesting period of any Stock Option intended to be treated as anIncentive Stock Option must comply with the provisions of Section 422 of the IRC and the regulations thereunder. As of the Effective Date, such provisions require, among other matters, that: (A) the exercise price must not be less than the FairMarket Value of the underlying stock as of the date the Incentive Stock Option is granted, and not less than 110% of the Fair Market Value as of such date in the case of a grant to a Significant Stockholder; and (B) that the Incentive Stock Optionnot be exercisable after the expiration of 10 years from the date of grant or the expiration of 5 years from the date of grant in the case of an Incentive Stock Option granted to a Significant Stockholder.  (ii)  If for any reason other than death or Permanent Disability, the employment or service of a Recipient of IncentiveStock Options with the Company or any Affiliated Entity terminates, such Recipient’s Incentive Stock Options, whether or not vested, shall cease to qualify as such and will be treated as Nonqualified Stock Options as of the earlier of: (A) thedate such Incentive Stock Options would expire in accordance with their terms had 13 
the Recipient remained employed with the Company or any Affiliated Entity; and (B) three months after the date of termination ofthe Recipient’s employment or service.  (iii) If as a result of death or Permanent Disability, theemployment or service of a Recipient of Incentive Stock Options with the Company or any Affiliated Entity terminates, such Recipient’s Incentive Stock Options, whether or not vested, shall cease to qualify as such and will be treated asNonqualified Stock Options as of the earlier of: (A) the date such Incentive Stock Options would expire in accordance with their terms had the Recipient remained employed with the Company or any Affiliated Entity; and (B) one year after the date oftermination of the Recipient’s employment or service.  (iv)  The aggregate Fair Market Value(determined as of the respective date or dates of grant) of the Common Stock for which one or more Incentive Stock Options granted to any Recipient under this Plan (or any other plan of the Company or of any Parent Corporation or SubsidiaryCorporation) may for the first time become exercisable as Incentive Stock Options under such plans during any one calendar year may not exceed $100,000.  (v)  Any Stock Options granted as Incentive Stock Options pursuant to this Plan that for any reason fail or cease to qualify as such will be treated asNonqualified Stock Options. If the limit described in *Section 6.1(f)(iv)* is exceeded, the earliest granted Stock Options will be treated as Incentive Stock Options, up to such limit.  **6.2    Performance Awards.** (a)  *Grant of Performance Award*.    The Administrator will determine in its discretion the pre-established, objective performance goals (which need not be identical and may be established on anindividual or group basis) governing Performance Awards, the terms thereof, and the form and time of payment of Performance Awards.  (b)  *Payment of Award*.    Upon satisfaction of the conditions applicable to a Performance Award, payment will be made to the Recipient in cash, in shares of Common Stock valued at Fair MarketValue as of the date payment is due, or in a combination of Common Stock and cash, as the Administrator in its discretion may determine.  (c)  *Maximum Amount of Compensation*.    The maximum amount payable pursuant to that portion of a Performance Award granted for any calendar year to any Recipient that is intended to satisfy therequirements for Performance-Based Compensation shall not exceed $1,000,000.  **6.3    Restricted Stock.** (a)  *Award of Restricted Stock*.    The Administrator will determine the Purchase Price (if any), theterms of payment of the Purchase Price, the restrictions upon the Restricted Stock, and when such restrictions will lapse.  (b)  *Requirements of Restricted Stock*.    All shares of Restricted Stock granted or sold pursuant to this Plan will be subject to the following conditions: 14 
(i)  *No Transfer*.    The shares may not be sold, assigned, transferred,pledged, hypothecated or otherwise disposed of, alienated or encumbered until the restrictions are removed or expire;  (ii)  *Certificates*.    The Administrator may require that the certificates representing Restricted Stock granted or sold to a Recipient remain in the physical custody of an escrow holder or theCompany until all restrictions are removed or expire;  (iii)  *RestrictiveLegends*.    Each certificate representing Restricted Stock granted or sold to a Recipient pursuant to this Plan will bear such legend or legends making reference to the restrictions imposed upon such Restricted Stock as theAdministrator in its discretion deems necessary or appropriate to enforce such restrictions; and  (iv)  *Other Restrictions*.    The Administrator may impose such other conditions on Restricted Stock as the Administrator may deem advisable, including, without limitation, restrictions under theSecurities Act, under the Exchange Act, under the requirements of any stock exchange or interdealer quotation system upon which such Restricted Stock or other securities of the Company are then listed or traded and under any blue sky or othersecurities laws applicable to such shares.  (c)  *Lapse of Restrictions*.    Therestrictions imposed upon Restricted Stock will lapse in accordance with such terms or other conditions as are determined by the Administrator.  (d)  *Rights of Recipient*.    Subject to the provisions of *Section 6.3(b)* and any restrictions imposed upon the Restricted Stock, the Recipient will have all rights of a stockholderwith respect to the Restricted Stock granted or sold to such Recipient under this Plan, including, without limitation, the right to vote the shares and receive all dividends and other distributions paid or made with respect thereto.  (e)  *Termination of Employment*.    Unless the Administrator in its discretion determines otherwise,if a Recipient’s employment or service with the Company or any Affiliated Entity terminates for any reason, all of the Recipient’s Restricted Stock remaining subject to restrictions on the date of such termination of employment or servicewill be repurchased by the Company at the Purchase Price (if any) paid by the Recipient to the Company, without interest or premium, and otherwise returned to the Company without consideration.  **6.4    Stock Appreciation Rights.** (a)  *Granting of Stock Appreciation Rights*.    The Administrator may at any time and from time to time approve the grant to Eligible Persons of Stock Appreciation Rights, related or unrelated toStock Options.  (b)*  Stock Appreciation Rights Related to Options.* (i)  A Stock Appreciation Right related to a Stock Option will entitle the holder of the related Stock Option, uponexercise of the Stock Appreciation Right, to surrender such Stock Option, or any portion thereof to the extent previously vested but 15 
unexercised, with respect to the number of shares as to which such Stock Appreciation Right is exercised, and to receive payment ofan amount computed pursuant to *Section 6.4(b)(iii)*. Such Stock Option will, to the extent surrendered, then cease to be exercisable.  (ii)  A Stock Appreciation Right related to a Stock Option hereunder will be exercisable at such time or times, and only to the extent that, the related Stock Option is exercisable, and will not betransferable except to the extent that such related Stock Option may be transferable (and under the same conditions), will expire no later than the expiration of the related Stock Option, and may be exercised only when the market price of the CommonStock subject to the related Stock Option exceeds the exercise price of the Stock Option.  (iii)  Upon the exercise of a Stock Appreciation Right related to a Stock Option, the Recipient will be entitled to receive payment of an amount determined by multiplying: (A) the difference obtained by subtracting theexercise price of a share of Common Stock specified in the related Stock Option from the Fair Market Value of a share of Common Stock on the date of exercise of such Stock Appreciation Right (or, in the case of a Stock Appreciation Right related toa Nonqualified Stock Option, as of such other date or as of the occurrence of such event as may have been specified in the instrument evidencing the grant of the Stock Appreciation Right), by (B) the number of shares as to which such StockAppreciation Right is exercised.  (c)  *Stock Appreciation Rights Unrelated toOptions*.    The Administrator may grant Stock Appreciation Rights unrelated to Stock Options. *Section 6.4(b)(iii)* will govern the amount payable at exercise under such Stock Appreciation Right, except that in lieu ofan option exercise price the initial base amount specified in the Award shall be used.  (d)  *Limits*.    Notwithstanding the foregoing, the Administrator, in its discretion, may place a dollar limitation on the maximum amount that will be payable upon the exercise of a StockAppreciation Right.  (e)  *Payments*.    Payment of the amount determined under theforegoing provisions may be made solely in whole shares of Common Stock valued at their Fair Market Value on the date of exercise of the Stock Appreciation Right or, alternatively, at the discretion of the Administrator, in cash or in a combinationof cash and shares of Common Stock as the Administrator deems advisable. The Administrator has full discretion to determine the form in which payment of a Stock Appreciation Right will be made and to consent to or disapprove the election of aRecipient to receive cash in full or partial settlement of a Stock Appreciation Right. If the Administrator decides to make full payment in shares of Common Stock, and the amount payable results in a fractional share, payment for the fractionalshare will be made in cash.  **6.5    Stock Payments.** The Administrator may approve Stock Payments to any Eligible Person on such terms and conditions as the Administrator may determine. Stock Payments will replace cash compensation atthe Fair Market Value of the Common Stock on the date payment is due. 16 
**6.6    Dividend Equivalents.** The Administrator may grant Dividend Equivalents to any Recipient who has received a Stock Option, Stock Appreciation Right or other Award denominated in shares of Common Stock. Dividend Equivalents may be paidin cash, Common Stock or other Awards; the amount of Dividend Equivalents paid other than in cash will be determined by the Administrator by application of such formula as the Administrator may deem appropriate to translate the cash value ofdividends paid to the alternative form of payment of the Dividend Equivalent. Dividend Equivalents will be computed as of each dividend record date and will be payable to Recipients thereof at such time as the Administrator may determine.Notwithstanding the foregoing, if it is intended that an Award qualify as Performance-Based Compensation, and the amount of compensation the Recipient could receive under the Award is based solely on an increase in value of the underlying stockafter the date of the grant or award, then the payment of any Dividend Equivalents related to the Award shall not be made contingent on the exercise of the Award.  **6.7    Stock Bonuses.** The Administrator may issue Stock Bonuses to EligiblePersons on such terms and conditions as the Administrator may determine.  **6.8    Stock Sales.** The Administrator may sell to Eligible Persons shares of Common Stock on such terms and conditions as the Administrator may determine.  **6.9    Phantom Stock.** The Administrator may grant Awards of Phantom Stock to Eligible Persons. Phantom Stock is a cash payment measured by the Fair Market Value of a specified number of shares of Common Stock on a specified date, or measured by the excessof such Fair Market Value over a specified minimum, which may but need not include a Dividend Equivalent.  **6.10    OtherStock-Based Benefits.** The Administrator is authorized to grant Other Stock-Based Benefits. Other Stock-Based Benefitsare any arrangements granted under this Plan not otherwise described above that: (a) by their terms might involve the issuance or sale of Common Stock or other securities of the Company; or (b) involve a benefit that is measured, as a whole or inpart, by the value, appreciation, dividend yield or other features attributable to a specified number of shares of Common Stock or other securities of the Company. 17 
**ARTICLE VII****CHANGE IN CONTROL** **7.1    Provision for Awards Upon Change in Control.** Unless otherwise set forth in an Award Document or in this *Section 7.1*, as of the effective time and date of any Change in Control, this Plan and any then outstanding Awards(whether or not vested) will automatically terminate unless: (a) provision is made in writing in connection with such transaction for the continuance of this Plan and for the assumption of such Awards, or for the substitution for such Awards of newawards covering the securities of a successor entity or an affiliate thereof, with appropriate adjustments as to the number and kind of securities and exercise prices or other measurement criteria, in which event this Plan and such outstandingAwards will continue or be replaced, as the case may be, in the manner and under the terms so provided; or (b) the Board otherwise provides in writing for such adjustments as it deems appropriate in the terms and conditions of the then-outstandingAwards (whether or not vested), including, without limitation, (i) accelerating the vesting of outstanding Awards, and/or (ii) providing for the cancellation of Awards and their automatic conversion into the right to receive the securities, cash orother consideration that a holder of the shares underlying such Awards would have been entitled to receive upon consummation of such Change in Control had such shares been issued and outstanding immediately prior to the effective date and time ofthe Change in Control (net of the appropriate option exercise prices). If, pursuant to the foregoing provisions of this *Section 7.1*, this Plan and the Awards terminate by reason of the occurrence of a Change in Control without provision forany of the action(s) described in clause (a) or (b) hereof, then subject to *Section 5.12* and *Section 6.1(e)*, any Recipient holding outstanding Awards will have the right, at such time prior to the consummation of the Change in Controlas the Board designates, to exercise or receive the full benefit of the Recipient’s Awards to the full extent not theretofore exercised, including any installments which have not yet become vested.  **ARTICLE VIII****DEFINITIONS** Capitalized terms used in this Plan and not otherwise defined have the meanings set forth below:  “**Administrator**” means the Board as long as no Compensation Committee has been appointed and is in effect and also means theCompensation Committee to the extent that the Board has delegated authority thereto.  “**Affiliated Entity**”means any Parent Corporation of the Company or Subsidiary Corporation of the Company or any other entity controlling, controlled by, or under common control with the Company.  “**Applicable Dividend Period**” means (i) the period between the date a Dividend Equivalent is granted and the date the related Stock Option, SAR, or other Award isexercised, terminates, or is converted to Common Stock, or (ii) such other time as the Administrator may specify in the written instrument evidencing the grant of the Dividend Equivalent. 18 
“**Award**” means any Stock Option, Performance Award, Restricted Stock, Stock Appreciation Right, Stock Payment,Stock Bonus, Stock Sale, Phantom Stock, Dividend Equivalent, or Other Stock-Based Benefit granted or sold to an Eligible Person under this Plan, or any similar award granted by the Company prior to the Effective Date and outstanding as of theEffective Date that is governed by this Plan.  “**Award Document**” means the agreement or confirmingmemorandum setting forth the terms and conditions of an Award.  “**Board**” means the Board of Directors of theCompany.  “**Change in Control**” means the following and shall be deemed to occur if any of the followingevents occurs:  (i)  Any Person becomes the beneficial owner (within the meaning of Rule 13d-3promulgated under the Exchange Act) of 50% or more of either the then outstanding shares of Common Stock or the combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of directors; or (ii)  Individuals who, as of the effective date hereof, constitute the Board (the“**Incumbent Board**”) cease for any reason to constitute at least a majority of the Board, *provided*, *however*, that any individual who becomes a director after the effective date hereof whose election, or nomination forelection by the Company’s stockholders, is approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered to be a member of the Incumbent Board unless that individual was nominated or electedby any person, entity or group (as defined above) having the power to exercise, through beneficial ownership, voting agreement and/or proxy, 20% or more of either the outstanding shares of Common Stock or the combined voting power of theCompany’s then outstanding voting securities entitled to vote generally in the election of directors, in which case that individual shall not be considered to be a member of the Incumbent Board unless such individual’s election ornomination for election by the Company’s stockholders is approved by a vote of at least two-thirds of the directors then comprising the Incumbent Board; or  (iii)  Consummation by the Company of the sale or other disposition by the Company of all or substantially all of the Company’s assets or aReorganization of the Company with any other person, corporation or other entity, other than  (A)  a Reorganization that would result in the voting securities of the Company outstanding immediately prior thereto (or, in the case of a Reorganization that is preceded or accomplished by an acquisition or series ofrelated acquisitions by any Person, by tender or exchange offer or otherwise, of voting securities representing 5% or more of the combined voting power of all securities of the Company, immediately prior to such acquisition or the first acquisitionin such series of acquisitions) continuing to represent, either by remaining outstanding or by being converted into voting securities of another entity, more than 50% of the combined voting power of the voting securities of 19 
the Company or such other entity outstanding immediately after such Reorganization (or series of related transactions involvingsuch a Reorganization), or  (B)  a Reorganization effected to implement a recapitalization orreincorporation of the Company (or similar transaction) that does not result in a material change in beneficial ownership of the voting securities of the Company or its successor; or  (iv)  Approval by the stockholders of the Company or an order by a court of competent jurisdiction of a plan of liquidation of the Company.  “**Common Stock**” means the common stock of the Company, $0.01 par value per share, as constituted on the Effective Date,and as thereafter adjusted under *Section 3.4*.  “**Company**” means Quaker City Bancorp, Inc., a Delawarecorporation.  “**Compensation Committee**” means the compensation committee appointed by the Board toadminister this Plan pursuant to *Section 4.1*.  “**Dividend Equivalent**” means a right granted by theCompany under *Section 6.6* to a holder of a Stock Option, Stock Appreciation Right or other Award denominated in shares of Common Stock to receive from the Company during the Applicable Dividend Period payments equivalent to the amount ofdividends payable to holders of the number of shares of Common Stock underlying such Stock Option, Stock Appreciation Right, or other Award.  “**Effective Date**” means November 20, 2002, the date this Plan was approved and adopted by the Company’s stockholders.  “**Eligible Person**” includes directors, including Non-Employee Directors, officers, employees, consultants and advisors of the Company or of any Affiliated Entity;*provided*, *however*, that in order to be Eligible Persons, consultants and advisors must render *bona fide* services to the Company or any Affiliated Entity that are not in connection with capital-raising.  “**Exchange Act**” means the Securities Exchange Act of 1934, as amended.  “**Expiration Date**” means the 10th anniversary of the Effective Date.**** “**Fair Market Value**” of a share of the Company’s capital stock as of a particular date means: (i) if the stock is listed on an established stock exchange or exchanges (including for thispurpose, the Nasdaq National Market), the closing sale price of the stock for such date on the primary exchange upon which the stock trades, as measured by volume, as published in *The Wall Street Journal*, or, if no sale price was quoted forsuch date, then as of the next preceding date on which such a sale price was quoted; or (ii) if the stock is not then listed on an exchange or the Nasdaq National Market, the average of the closing bid and asked prices per share for the stock in theover-the-counter market on such date (in the case of (i) or (ii), subject to adjustment as and if necessary and appropriate to set an exercise price not less than 100% of the fair market value of the stock on the date an Award is granted); or (iii)if the stock is not then listed on an exchange or quoted in the over-the-counter market, an amount determined in good faith by the 20 
Administrator, *provided*, *however*, that (A) when appropriate, the Administrator in determining Fair Market Value of capital stock of theCompany may take into account such other factors as it may deem appropriate under the circumstances, and (B) if the stock is traded on the Nasdaq SmallCap Market and both sales prices and bid and asked prices are quoted or available, theAdministrator may elect to determine Fair Market Value under either clause (i) or (ii) above. Notwithstanding the foregoing, the Fair Market Value of capital stock for purposes of grants of Incentive Stock Options must be determined in compliancewith applicable provisions of the IRC. The Fair Market Value of rights or property other than capital stock of the Company means the fair market value thereof as determined by the Administrator on the basis of such factors as it may deemappropriate.  “**Incentive Stock Option**” means a Stock Option that qualifies as an incentive stock optionunder Section 422 of the IRC, or any successor statute thereto.  “**IRC**” means the Internal Revenue Code of1986, as amended.  “**Just Cause Dismissal**” means a termination of a Recipient’s employment for any ofthe following reasons: (i) the Recipient violates any reasonable rule or regulation of the Board, the Company’s President or Chief Executive Officer or the Recipient’s superiors that results in damage to the Company or any AffiliatedEntity or which, after written notice to do so, the Recipient fails to correct within a reasonable time not exceeding 15 days; (ii) any willful misconduct or gross negligence by the Recipient in the responsibilities assigned to the Recipient; (iii)any willful failure to perform the Recipient’s job as required to meet the objectives of the Company or any Affiliated Entity; (iv) any wrongful conduct of a Recipient which has an adverse impact on the Company or any Affiliated Entity or whichconstitutes a misappropriation of assets of the Company or any Affiliated Entity; (v) the Recipient’s performing services for any other person or entity that competes with the Company while the Recipient is employed by the Company without thewritten approval of the Chief Executive Officer of the Company; or (vi) any other conduct that the Administrator reasonably determines constitutes Just Cause for Dismissal; *provided*, *however*, that if a Recipient is party to anemployment agreement with the Company or any Affiliated Entity providing for just cause dismissal (or some comparable concept) of Recipient from Recipient’s employment with the Company or any Affiliated Entity, “Just Cause Dismissal”for purposes of this Plan will have the same meaning as ascribed thereto or to such comparable concept in such employment agreement.  “**Non-Employee Director**” means a director of the Company who qualifies as a “Non-Employee Director” under Rule 16b-3 under the Exchange Act.  “**Nonqualified Stock Option**” means a Stock Option that is not an Incentive Stock Option.  “**Other Stock-Based Benefits**” means an Award granted under *Section 6.10*.  “**Parent Corporation**” means any Parent Corporation as defined in Section 424(e) of the IRC.  “**Performance Award**” means an Award under *Section 6.2*, payable in cash, Common Stock or a combination thereof, that vests and becomes payable over a period oftime upon 21 
attainment of pre-established, objective performance goals established in connection with the grant of the Award. For this purpose, a pre-established,objective performance goal may include one or more of the following performance criteria: (a) cash flow, (b) earnings per share (including earnings before interest, taxes, and amortization), (c) return on equity, (d) total stockholder return, (e)return on capital, (f) return on assets or net assets, (g) income or net income, (h) operating income or net operating income, (i) operating margin, (j) return on operating revenue, and (k) any other similar performance criteria.  “**Performance-Based Compensation**” means performance-based compensation as described in Section 162(m) of the IRC and theregulations issued thereunder. If the amount of compensation an Eligible Person will receive under any Award is not based solely on an increase in the value of Common Stock after the date of grant or award, the Administrator, in order to qualify anAward as performance-based compensation under Section 162(m) of the IRC, can condition the grant, award, vesting, or exercisability of such an Award on the attainment of a pre-established, objective performance goal including, but not limited to,those pre-established, objective performance goals described in the definition of Performance Award above.  “**Permanent Disability**” means that the Recipient becomes physically or mentally incapacitated or disabled so that the Recipient is unable to perform substantially the same services as the Recipient performed prior toincurring such incapacity or disability (the Company, at its option and expense, being entitled to retain a physician to confirm the existence of such incapacity or disability, and the determination of such physician to be binding upon the Companyand the Recipient), and such incapacity or disability continues for a period of 3 consecutive months or 6 months in any 12-month period or such other period(s) as may be determined by the Administrator with respect to any Award, *provided*,*however*, that for purposes of determining the period during which an Incentive Stock Option may be exercised pursuant to *Section 6.1(e)*, Permanent Disability shall mean “permanent and total disability” as defined in Section22(e)(3) of the IRC.  “**Person**” means any person, entity or group, within the meaning of Section 13(d) or14(d) of the Exchange Act, but excluding (i) the Company and its subsidiaries, (ii) any employee stock ownership or other employee benefit plan maintained by the Company and (iii) an underwriter or underwriting syndicate that has acquired theCompany’s securities solely in connection with a public offering thereof.  “**Phantom Stock**” means anAward granted under *Section 6.9*.  “**Plan**” means this 2002 Equity Incentive Plan of the Company. “**Plan Term**” means the period during which this Plan remains in effect (commencing the Effective Date andending on the Expiration Date).  “**Purchase Price**” means the purchase price (if any) to be paid by aRecipient for Restricted Stock as determined by the Administrator (which price shall be at least equal to the minimum price required under applicable laws and regulations for the issuance of Common Stock which is nontransferable and subject to asubstantial risk of forfeiture until specific conditions are met). 22 
“**Recipient**” means a person who has received an Award.  “**Reorganization**” means any merger, consolidation or other reorganization.  “**Restricted Stock**” means Common Stock that is the subject of an Award made under Section 6.3 and that is nontransferable and subject to a substantial risk of forfeiture until specific conditionsare met, as set forth in this Plan and in any statement evidencing the grant of such Award.  “**SecuritiesAct**” means the Securities Act of 1933, as amended.  “**Significant Stockholder**” is an individualwho, at the time a Stock Option is granted to such individual under this Plan, owns common stock representing more than 10% of the total combined voting power of all classes of stock of the Company or of any Parent Corporation or SubsidiaryCorporation (after application of the attribution rules set forth in Section 424(d) of the IRC).**** “**StockAppreciation Right**” or “**SAR**” means a right granted under *Section 6.4* to receive a payment that is measured with reference to the amount by which the Fair Market Value of a specified number of shares of Common Stockappreciates from a specified date, such as the date of grant of the SAR, to the date of exercise.  “**StockBonus**” means an issuance or delivery of unrestricted or restricted shares of Common Stock under *Section 6.7* as a bonus for services rendered or for any other valid consideration under applicable law.  “**Stock Option**” means a right to purchase stock of the Company granted under *Section 6.1* of this Plan.  “**Stock Payment**” means a payment in shares of the Company’s Common Stock under *Section 6.5* to replace all orany portion of the compensation or other payment (other than base salary) that would otherwise become payable to the Recipient in cash.  “**Stock Sale**” means a sale of Common Stock to an Eligible Person under *Section 6.8*.  “**Subsidiary Corporation**” means any Subsidiary Corporation as defined in Section 424(f) of the IRC.  23 
**EXHIBIT A** **FORM OF NOTICE OF EXERCISE OF NONQUALIFIED STOCK OPTION** **Date:            ** **To:** **Quaker City Bancorp, Inc.****7021 Greenleaf Avenue****Whittier, California 90602****Attn: Stock Option Administrator** Notice is hereby given that I elect to purchase             shares (the “**Shares**”) of common stock, $0.01 par value per share (“**Common Stock**”), pursuant to the nonqualified stock option granted to me on             with an exercise price of $             per Share (the “**Option**”).  I understand that Quaker City Bancorp, Inc. (the “**Company**”) is not obligated to issue any Shares unless I have paid the totalexercise price for the Shares and all taxes and tax withholding requirements as may be applicable with respect to the exercise of the Option and issuance of the Shares, which consists of:  **[COMPLETE ONE OR MORE, AS APPLICABLE]** **Exercise Price**    **Withholding Tax**    ̈     ̈  Cash or cashiers’ check in the total amount of$                        . ̈    N/A                           shares of theCompany’s common stock (only if the Company is not prohibited by law, regulation, contract or otherwise from purchasing or acquiring such Shares of Common Stock, and such action would not result in an accounting charge to theCompany). ̈     ̈  If acceptable to the Company in its sole discretion, arrangements with the following brokerage firm to pay over the exercise price and withholding tax to                                                                     (firm name, contact and phone number). ̈     ̈  If acceptable to the Company in its sole discretion, other (specify):                        .  Please instruct the transfer agent to issue the shares of Common Stock in thename of:               A-1 
 I hereby acknowledge that, to the extent I am an “affiliate” of the Company (asthat term is defined in Rule 144 promulgated under the Securities Act of 1933, as amended) or to the extent that the Shares have not been registered under the Securities Act of 1933, as amended, or applicable state securities laws, the Shares aresubject to, and the certificates representing the Shares shall be legended to reflect, certain trading restrictions under applicable securities laws (including particularly the Securities and Exchange Commission’s Rule 144), and I hereby agreeto comply with all such restrictions and to execute such documents or take such other actions as the Company may require in connection with such restrictions.  I acknowledge that I understand that this Option is a nonqualified stock option, meaning that it is not eligible for tax deferral, and accordingly that I will owe taxes on the difference between the Optionexercise price and the fair market value of the Company’s stock price on the date of exercise, and I must pay over to the Company an amount required to satisfy withholding tax obligations on the date of this Option exercise.  I agree to provide to the Company such additional documents or information as may be required pursuant to the Company’s 2002 EquityIncentive Plan.  *EXECUTED* this      day of                        , 20      OPTIONEE:  **Signature** **Print or Type Name** **Social Security Number**A-2 
**EXHIBIT B****FORM OF NOTICE OF EXERCISE OF INCENTIVESTOCK OPTION** **Date:             ** **To:** **Quaker City Bancorp, Inc.****7021 Greenleaf Avenue****Whittier, California 90602****Attn: Stock Option Administrator** Notice is hereby given that I elect to purchase             shares (the “**Shares**”) of common stock, $0.01 par value per share (“**Common Stock**”), pursuant to the incentive stock option granted to me on             with an exercise price of $             per Share (the “**Option**”).  I understand that Quaker City Bancorp, Inc. (the “**Company**”) is not obligated to issue any Shares unless I have paid the totalexercise price for the Shares, which consists of:  **Complete one or more, as applicable**   r  Cash or Cashiers’ Check in the total amount of$                             .r                           shares of theCompany’s Common Stock (only if the Company is not prohibited by law, regulation, contract or otherwise from purchasing or acquiring such shares of Common Stock, and such action would not result in an accounting charge to theCompany).r  If acceptable to the Company in its sole discretion, arrangements with the following brokerage firm to pay over the exercise price                                                                     (firm name, contact and phone number)r  If acceptable to the Company in its sole discretion, other (specify):                            . Please instruct the transfer agent to issue the Shares in the name of:                           I hereby acknowledge that, to the extent I am an “affiliate” of the Company (as that term is defined in Rule 144 promulgated under the Securities Act of 1933, as amended) or to the extent that the Shares have notbeen registered under the Securities Act of 1933, as amended, or applicable state securities laws, the Shares are subject to, and the certificates representing the Shares shall be legended to reflect, certain trading restrictions under applicablesecurities laws (including particularly the Securities and Exchange Commission’s Rule 144), and I hereby agree to comply with all such restrictions and to execute such documents or take such other actions as B-1 
the Company may require in connection with such restrictions.  I acknowledge that I understand that the exemption from taxable income at the time of exercise is dependent, among other things, upon my holding the Shares for a period of at least one year from the date ofexercise and two years from the date of grant of the Option.  I agree to provide to the Company such additional documents orinformation as may be required pursuant to the Company’s 2002 Equity Incentive Plan.  *EXECUTED*this      day of                             , 20      OPTIONEE:  **Signature** **Print or Type Name** **Social Security Number**B-2