SUNRISE ASSISTED LIVING INC
2002 STOCK OPTION
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>w62975exv10w1.htm
<DESCRIPTION>2002 STOCK OPTION
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<P align="right"><FONT size="2"><B>EXHIBIT 10.1</B>
</FONT>

<P align="center"><FONT size="2"><B>SUNRISE ASSISTED LIVING, INC.<BR>
2002 STOCK OPTION AND RESTRICTED STOCK PLAN</B>
</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SUNRISE ASSISTED LIVING, INC., a Delaware corporation (the &#147;Corporation&#148;),
sets forth herein the terms of this 2002 Stock Option and Restricted Stock Plan
(the &#147;Plan&#148;) as follows:
</FONT>
<P align="left"><FONT size="2"><B>1. PURPOSE</B>
</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Plan is intended to advance the interests of the Corporation and any
subsidiary thereof within the meaning of Rule&nbsp;405 of Regulation&nbsp;C under the
Securities Act of 1933, as amended (the &#147;Securities Act&#148;), with the term
&#147;person&#148; as used in such Rule&nbsp;405 being defined as in Section&nbsp;2(2) of the
Securities Act (a &#147;Subsidiary&#148;), by providing eligible individuals (as
designated pursuant to section 4 below) with incentives to improve business
results, by providing an opportunity to acquire or increase a proprietary
interest in the Corporation, which thereby will create a stronger incentive to
expend maximum effort for the growth and success of the Corporation and its
Subsidiaries, and will encourage such eligible individuals to continue to serve
the Corporation and its Subsidiaries, whether as an employee, as a director, as
a consultant or advisor or in some other capacity. To this end, the Plan
provides for the grant of stock options (each of which is an &#147;Option&#148;) and
restricted stock (&#147;Restricted Stock&#148;, and together with Options, &#147;Awards&#148;), as
set out herein. Each Award shall be evidenced by a written agreement between
the Corporation and the recipient individual (the &#147;Award Agreement&#148;) that sets
out the terms and conditions of the Award. A person who is granted an Award
under the Plan is referred to herein as a Grantee.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;An Option may be an incentive stock option (an &#147;ISO&#148;) intended to satisfy
the applicable requirements under Section&nbsp;422 of the Internal Revenue Code of
1986, as amended from time to time, or the corresponding provision of any
subsequently-enacted tax statute (the &#147;Code&#148;), or a nonqualified stock option
(an &#147;NSO&#148;). An Option is an NSO to the extent that the Option would exceed the
limitations set forth in section 7 below. An Option is also an NSO if either
(i)&nbsp;the Option is specifically designated at the time of grant as an NSO or not
being an ISO or (ii)&nbsp;the Option does not otherwise satisfy the requirements of
Code Section&nbsp;422 at the time of grant.
</FONT>
<P align="left"><FONT size="2"><B>2. ADMINISTRATION</B>
</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(a)&nbsp; BOARD</B>
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Plan shall be administered by the Board of Directors of the
Corporation (the &#147;Board&#148;), which shall have the full power and authority to
take all actions and to make all
</FONT>
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<P><FONT size="2">determinations required or provided for under
the Plan or any Award granted or Award Agreement entered into hereunder and all
such other actions and determinations not inconsistent with the specific terms
and provisions of the Plan deemed by the Board to be necessary or appropriate
to the administration of the Plan or any Award granted or Award Agreement
entered into hereunder. The interpretation and construction by the Board of
any provision of the Plan or of any Award granted or Award Agreement entered
into hereunder shall be final, binding and conclusive.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(b)&nbsp; ACTION BY COMMITTEE</B>
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Board from time to time may appoint a Stock Option Committee
consisting of two or more members of the Board of Directors who, in the sole
discretion of the Board, may be the same Directors who serve on the
Compensation Committee, or may appoint the Compensation Committee to serve as
the Stock Option Committee (the &#147;Committee&#148;). The Board, in its sole
discretion, may provide that the role of the Committee shall be limited to
making recommendations to the Board concerning any determinations to be made
and actions to be taken by the Board pursuant to or with respect to the Plan,
or the Board may delegate to the Committee such powers and authorities related
to the administration of the Plan, as set forth in section 2(a) above, as the
Board shall determine, consistent with the Restated Certificate of
Incorporation and By-Laws of the Corporation and applicable law. In the event
that the Plan or any Award granted or Award Agreement entered into hereunder
provides for any action to be taken by or determination to be made by the
Board, such action may be taken by or such determination may be made by the
Committee if the power and authority to do so has been delegated to the
Committee by the Board as provided for in this section. Unless otherwise
expressly determined by the Board, any such action or determination by the
Committee shall be final and conclusive.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(c)&nbsp; NO LIABILITY</B>
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;No member of the Board or of the Committee shall be liable for any action
or determination made in good faith with respect to the Plan or any Award
granted or Award Agreement entered into hereunder.
</FONT>
<P align="left"><FONT size="2"><B>3. STOCK</B>
</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The stock that may be issued pursuant to Awards under the Plan shall be
shares of common stock, par value $.01 per share, of the Corporation (the
&#147;Stock&#148;), which shares may be treasury shares or authorized but unissued
shares. The number of shares of Stock that may be issued pursuant to Awards
under the Plan shall not exceed, in the aggregate, one million (1,000,000)
shares. If any Award expires or terminates, or is terminated or canceled, for
any reason prior to exercise or delivery of shares thereunder, the shares of
Stock that were subject to the unexercised, forfeited, terminated or canceled
portion of such Award shall be available immediately for future grants of
Awards under the Plan.
</FONT>
<P align="center"><FONT size="2">A-2</FONT>
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<P align="left"><FONT size="2"><B>4. ELIGIBILITY</B>
</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(a)&nbsp; DESIGNATED RECIPIENTS</B>
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Subject to the next sentence, Awards may be granted under the Plan to (i)
any director, officer or employee of the Corporation or any Subsidiary as the
Board shall determine and designate from time to time or (ii)&nbsp;any consultant or
advisor providing bona fide services to the Corporation or any Subsidiary
(provided that such services must not be in connection with the offer or sale
of securities in a capital-raising transaction) whose participation in the Plan
is determined by the Board to be in the best interests of the Corporation and
is so designated by the Board. Options granted to a full-time employee of the
Corporation or a &#147;subsidiary corporation&#148; thereof within the meaning of Section
424(f) of the Code shall be either ISOs or NSOs, as determined in the sole
discretion of the Board, and Options granted to any other eligible individual
shall be NSOs.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(b)&nbsp; SUCCESSIVE GRANTS</B>
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;An individual may hold more than one Award, subject to such restrictions
as are provided herein.
</FONT>
<P align="left"><FONT size="2"><B>5. EFFECTIVE DATE AND TERM OF THE PLAN</B>
</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(a)&nbsp; EFFECTIVE DATE</B>
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Plan shall be effective as of the date of adoption by the Board,
subject to approval of the Plan within one year of such effective date by the
vote of the Corporation&#146;s stockholders in accordance with applicable law. Upon
approval of the Plan by the stockholders of the Corporation as set forth above,
however, all Awards granted under the Plan on or after the effective date shall
be fully effective as if the stockholders of the Corporation had approved the
Plan on the Plan&#146;s effective date. If the stockholders fail to approve the Plan
within one year of such effective date, any Awards granted hereunder shall be
null and void and of no effect.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(b)&nbsp; TERM</B>
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Plan shall terminate ten years after the effective date.
</FONT>
<P align="left"><FONT size="2"><B>6. GRANT OF OPTIONS</B>
</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(a)&nbsp; GENERAL</B>
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Subject to the terms and conditions of the Plan, the Board may, at any
time and from time to time, grant to such eligible individuals as the Board may
determine (each of the whom is an &#147;Optionee&#148;), Options to purchase such number
of shares of Stock on such terms and conditions as the Board may determine,
including any terms or conditions that may be necessary to qualify such Options
as ISOs under Section&nbsp;422 of the Code. Such authority specifically includes the
authority, in order to effectuate the purposes of the Plan but without amending
the Plan, to modify grants to eligible individuals who are foreign nationals or
are individuals who are employed outside the United States to recognize
differences in local law, tax policy or custom.
</FONT>
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<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(b)&nbsp; LIMITATION ON GRANTS OF AWARDS</B>
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;During any time when the Corporation has a class of equity security
registered under Section&nbsp;12 of the Securities Exchange Act of 1934, as amended
(the &#147;Exchange Act&#148;), the maximum number of shares that can be granted under
the Plan to any person eligible for a grant of an Award under section 4, is
250,000 shares per year subject to an Option and 250,000 shares per year
pursuant to an Award of Restricted Stock (subject to adjustment as provided in
section 18(a) hereof).
</FONT>
<P align="left"><FONT size="2"><B>7. LIMITATIONS ON INCENTIVE STOCK OPTIONS</B>
</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;An Option that is designated as being one that is intended to qualify as
an ISO shall qualify for treatment as an ISO only to the extent that the
aggregate fair market value (determined at the time the Option is granted) of
the Stock with respect to which all options that are intended to constitute
&#147;incentive stock options,&#148; within the meaning of Code Section&nbsp;422, are
exercisable for the first time by any Optionee during any calendar year (under
the Plan and all other plans of the Optionee&#146;s employer corporation and its
parent and subsidiary corporations within the meaning of Section&nbsp;422(d) of the
Code) does not exceed $100,000. If Stock acquired by exercise of an ISO
granted under this Plan is disposed of within two years following the date of
grant of the ISO or one year following the transfer of the subject Stock to the
Optionee (a &#147;disqualifying disposition&#148;), the holder of the Stock shall,
immediately prior to such disqualifying disposition, notify the Corporation in
writing of the date and terms of such disposition and provide such other
information regarding the disposition as the Corporation may reasonably
require.
</FONT>
<P align="left"><FONT size="2"><B>8. OPTION AGREEMENTS</B>
</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All Options granted pursuant to the Plan shall be evidenced by agreements
(&#147;Option Agreements&#148;), to be executed by the Corporation and by the Optionee,
in such form or forms as the Board shall from time to time determine. Option
Agreements covering Options granted from time to time or at the same time need
not contain similar provisions; provided, however, that all such Option
Agreements shall comply with all terms of the Plan.
</FONT>
<P align="left"><FONT size="2"><B>9. OPTION PRICE</B>
</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The purchase price of each share of Stock subject to an Option (the
&#147;Option Price&#148;) shall be fixed by the Board and stated in each Option
Agreement. The Option Price shall be not less than the greater of par value or
100&nbsp;percent of the fair market value of a share of Stock on the date on which
the Option is granted (as determined in good faith by the Board); provided,
however, that in the event the Optionee would otherwise be ineligible to
receive an ISO by reason of the provisions of Sections&nbsp;422(b)(6) and 424(d) of
the Code (relating to stock ownership of more than ten percent), the Option
Price of an Option that is intended to be an ISO shall not be less than the
greater of par value or 110&nbsp;percent of the fair market value of a share of
Stock at the time such Option is granted. In the event that the Stock is listed
on an established national or regional stock exchange or The Nasdaq Stock
Market, is admitted to quotation on the National Association of Securities
Dealers Automated Quotation System, or is publicly traded in
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</FONT>
<P><FONT size="2">an established securities market, in determining the fair market value of the Stock, the Board
shall use the closing price of the Stock on such exchange or system or in such
market (the highest such closing price if there is more than one such exchange
or market) on the trading date immediately before the Option is granted (or, if
there is no such closing price, then the Board shall use the mean between the
highest bid and lowest asked prices or between the high and low prices on such
date), or, if no sale of the Stock has been made on such day, on the next
preceding day on which any such sale shall have been made.
</FONT>
<P align="left"><FONT size="2"><B>10. TERM AND EXERCISE OF OPTIONS</B>
</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(a)&nbsp; TERM</B>
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Upon the expiration of ten years from the date on which an ISO is granted
or on such date prior thereto as may be fixed by the Board and stated in the
Option Agreement relating to such Option, that ISO shall be ineligible for
treatment as an &#147;incentive stock option,&#148; as defined in Section&nbsp;422 of the
Code, and shall be exercisable only as an NSO. In the event the Optionee
otherwise would be ineligible to receive an &#147;incentive stock option&#148; by reason
of the provisions of Sections&nbsp;422(b)(6) and 424(d) of the Code (relating to
stock ownership of more than 10&nbsp;percent), such ten year restriction on
exercisability as an ISO shall be read to
impose a five year restriction on such exercisability. If an Optionee shall
terminate employment prior to the ten-year or five-year limitation described in
the immediately preceding sentences, other than due to death, any outstanding
ISO shall be ineligible for treatment as an &#147;incentive stock option,&#148; as
defined in Section&nbsp;422 of the Code, and shall be exercisable only as an NSO,
unless exercised within three months after such termination or, in the case of
termination on account of &#147;permanent and total disability&#148; (within the meaning
of Section&nbsp;22(e)(3) of the Code), within one year after such termination.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(b)&nbsp; OPTION PERIOD AND LIMITATIONS ON EXERCISE</B>
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Each Option granted under the Plan shall be exercisable, in whole or in
part, at any time and from time to time, over a period commencing on or after
the date of grant and, to the extent that the Board determines and sets forth a
termination date for such Option in the Option Agreement (including any
amendment thereto), ending upon the stated expiration or termination date. The
Board in its sole discretion may specify events or circumstances, including the
giving of notice, which will cause an Option to terminate as set forth in the
Option Agreement or in this Plan. Without limiting the foregoing but subject to
the terms and conditions of the Plan, the Board may in its sole discretion
provide that an Option may not be exercised in whole or in part for any period
or periods of time during which such Option is outstanding and may condition
exercisability (or vesting) of an Option upon the attainment of performance
objectives, upon continued service, upon certain events or transactions, or a
combination of one or more of such factors, or otherwise, as set forth in the
Option Agreement. Subject to the parachute payment restrictions under section
15(b), however, the Board, in its sole discretion, may rescind, modify or waive
any such limitation or condition on the exercise of an Option contained in any
Option Agreement, so as to accelerate the time at which the Option may be
exercised or extend the period during which the Option may be exercised.
Notwithstanding any other provisions of the Plan, no Option granted to an
Optionee under the Plan shall be
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<P><FONT size="2">exercisable in whole or in part prior to the
date on which the stockholders of the Corporation approve the Plan, as provided
in section 5 above.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(c)&nbsp; METHOD OF EXERCISE</B>
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;An Option that is exercisable hereunder may be exercised by delivery to
the Corporation on any business day, at the Corporation&#146;s principal office,
addressed to the attention of the President, of written notice of exercise,
which notice shall specify the number of shares with respect to which the
Option is being exercised and shall be accompanied by payment in full of the
Option Price of the shares for which the Option is being exercised. The minimum
number of shares of Stock with respect to which an Option may be exercised, in
whole or in part, at any time shall be the lesser of (i)&nbsp;100 shares or such
lesser number set forth in the
applicable Option Agreement and (ii)&nbsp;the maximum number of shares available for
purchase under the Option at the time of exercise. Payment of the Option Price
for the shares of Stock purchased pursuant to the exercise of an Option shall
be made (i)&nbsp;in cash or in cash equivalents; (ii)&nbsp;to the extent permitted by
applicable law and under the terms of the Option Agreement with respect to such
Option, through the tender to the Corporation of shares of Stock, which shares
shall be valued, for purposes of determining the extent to which the Option
Price has been paid thereby, at their fair market value (determined in
accordance with section 9) on the date of exercise; (iii)&nbsp;to the extent
permitted by applicable law and under the terms of the Option Agreement with
respect to such Option, by the delivery of a promissory note of the person
exercising the Option to the Corporation on such terms as shall be set out in
such Option Agreement; or (iv)&nbsp;by a combination of the methods described in
(i), (ii)&nbsp;and (iii). An attempt to exercise any Option granted hereunder other
than as set forth above shall be invalid and of no force and effect. Payment in
full of the Option Price need not accompany the written notice of exercise
provided the notice directs that the Stock certificate or certificates for the
shares for which the Option is exercised be delivered to a licensed broker
acceptable to the Corporation as the agent for the individual exercising the
Option and, at the time such Stock certificate or certificates are delivered,
the broker tenders to the Corporation cash (or cash equivalents acceptable to
the Corporation) equal to the Option Price. Promptly after the exercise of an
Option and the payment in full of the Option Price of the shares of Stock
covered thereby, the individual exercising the Option shall be entitled to the
issuance of a Stock certificate or Stock certificates evidencing his ownership
of such shares. A separate Stock certificate or separate Stock certificates
shall be issued for any shares purchased pursuant to the exercise of an Option
that is an ISO, which certificate or certificates shall not include any shares
that were purchased pursuant to the exercise of an Option that is an NSO.
Unless otherwise stated in the applicable Option Agreement, an individual
holding or exercising an Option shall have none of the rights of a stockholder
(for example, the right to receive cash or stock dividend payments attributable
to the subject shares or to direct the voting of the subject shares) until the
shares of Stock covered thereby are fully paid and issued to him. Except as
provided in section 18 below, no adjustment shall be made for dividends or
other rights for which the record date is prior to the date of such issuance.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(d)&nbsp; DATE OF GRANT</B>
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The date of grant of an Option under this Plan shall be the date as of
which the Board approves the grant or such date as is specified by the Board.
</FONT>
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<P align="left"><FONT size="2"><B>11. TRANSFERABILITY OF OPTIONS</B>
</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;During the lifetime of an Optionee, only such Optionee (or, in the event
of legal incapacity or incompetence, the guardian or legal representative of
the Optionee) may exercise the Option, except as otherwise specifically
permitted by
this section 11. No Option shall be assignable or transferable other than by
will or in accordance with the laws of descent and distribution; provided,
however, subject to the terms of the applicable Option Agreement, and to the
extent the transfer is in compliance with any applicable restrictions on
transfers, an Optionee may transfer an NSO to a family member of the Optionee
(defined as an individual who is related to the Optionee by blood, adoption, or
marriage) or to a trust established and maintained for the benefit of the
Optionee or a family member of the Optionee (as determined under applicable
state law and the Code).
</FONT>
<P align="left"><FONT size="2"><B>12. TERMINATION OF EMPLOYMENT OR OTHER RELATIONSHIP OF OPTIONEE</B>
</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In the Board&#146;s sole discretion, the Board may include language in an
Option Agreement providing for the termination of any unexercised Option in
whole or in part upon or at any time after the termination of employment or
other relationship of the Optionee with the Corporation or a Subsidiary
(whether as an employee, a director, a consultant or advisor providing bona
fide services to the Corporation or a Subsidiary, or otherwise). Whether a
leave of absence or leave on military or government service shall constitute a
termination of employment or other relationship of the Optionee with the
Corporation or a Subsidiary for purposes of the Plan shall be determined by the
Board, which determination shall be final and conclusive.
</FONT>
<P align="left"><FONT size="2"><B>13. RESTRICTED STOCK</B>
</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(a)&nbsp; GRANT OF RESTRICTED STOCK</B>
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Board may from time to time grant Restricted Stock to persons eligible
to receive Awards under <B>Section&nbsp;4 </B>hereof, subject to such restrictions,
conditions and other terms, if any, as the Board may determine. Awards of
Restricted Stock may be made for no consideration (other than par value of the
shares which is deemed paid by services already rendered).
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(b)&nbsp; RESTRICTIONS</B>
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;At the time a grant of Restricted Stock is made, the Board may, in its
sole discretion, establish a period of time (a &#147;restricted period&#148;) applicable
to such Restricted Stock. Each Award of Restricted Stock may be subject to a
different restricted period. The Board may, in its sole discretion, at the
time a grant of Restricted Stock is made, prescribe restrictions in addition to
or other than the expiration of the restricted period, including the
satisfaction of corporate or individual performance objectives, which may be
applicable to all or any portion of the Restricted Stock in accordance with
subsection (h)&nbsp;below. Restricted Stock may not be sold, transferred, assigned,
pledged or otherwise encumbered or disposed of
during the restricted period or prior to the satisfaction of any other
restrictions prescribed by the Board with respect to such Restricted Stock.
</FONT>
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<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(c)&nbsp; RESTRICTED STOCK CERTIFICATES</B>
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Corporation shall issue, in the name of each Grantee to whom
Restricted Stock has been granted, stock certificates representing the total
number of shares of Restricted Stock granted to the Grantee, as soon as
reasonably practicable after the Grant Date. The Board may provide in an Award
Agreement that either (i)&nbsp;the Secretary of the Corporation shall hold such
certificates for the Grantee&#146;s benefit until such time as the Restricted Stock
is forfeited to the Corporation or the restrictions lapse, or (ii)&nbsp;such
certificates shall be delivered to the Grantee, provided, however, that such
certificates shall bear a legend or legends that comply with the applicable
securities laws and regulations and makes appropriate reference to the
restrictions imposed under the Plan and the Award Agreement.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(d)&nbsp; RIGHTS OF HOLDERS OF RESTRICTED STOCK</B>
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Unless the Board otherwise provides in an Award Agreement, holders of
Restricted Stock shall have the right to vote such Stock and the right to
receive any dividends declared or paid with respect to such Stock. The Board
may provide that any dividends paid on Restricted Stock must be reinvested in
shares of Stock, which may or may not be subject to the same vesting conditions
and restrictions applicable to such Restricted Stock. All distributions, if
any, received by a Grantee with respect to Restricted Stock as a result of any
stock split, stock dividend, combination of shares, or other similar
transaction shall be subject to the restrictions applicable to the original
Grant.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(e)&nbsp; TERMINATION OF EMPLOYMENT OR OTHER RELATIONSHIP</B>
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Unless the Board otherwise provides in an Award Agreement or in writing
after the Award Agreement is issued, upon the termination of a Grantee&#146;s
employment or other relationship with the Corporation or a Subsidiary, any
Restricted Stock held by such Grantee that have not vested, or with respect to
which all applicable restrictions and conditions have not lapsed, shall
immediately be deemed forfeited. Upon forfeiture of Restricted Stock, the
Grantee shall have no further rights with respect to such Award, including but
not limited to any right to vote Restricted Stock or any right to receive
dividends with respect to shares of Restricted Stock.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(f)&nbsp; PURCHASE OF RESTRICTED STOCK</B>
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Grantee shall be required, to the extent required by applicable law,
to purchase the Restricted Stock from the Corporation at a purchase price (the
&#147;Purchase Price&#148;) equal to the greater of (i)&nbsp;the aggregate par value of the
shares of Stock represented by such Restricted Stock or (ii)&nbsp;the Purchase
Price, if any,
specified in the Award Agreement relating to such Restricted Stock. The
Purchase Price shall be payable in a form determined by the Board and set forth
in the Award Agreement.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(g)&nbsp; DELIVERY OF STOCK</B>
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Upon the expiration or termination of any restricted period and the
satisfaction of any other conditions prescribed by the Board, the restrictions
applicable to shares of Restricted Stock shall lapse, and, unless otherwise
provided in the Award Agreement, a stock certificate for such shares shall be
delivered, free of all such restrictions, to the Grantee or the Grantee&#146;s
beneficiary or estate, as the case may be.
</FONT>
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<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(h)&nbsp; PERFORMANCE CRITERIA</B>
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;To the extent that the Committee determines that an Award of Restricted
Stock shall meet the requirements of Code section 162(m) and the regulations
thereunder for qualifying as performance-based compensation, one or more of the
following business criteria for the Corporation, on a consolidated basis,
and/or specified subsidiaries or business units of the Corporation (except with
respect to the total stockholder return and earnings per share criteria), shall
be used exclusively by the Committee in establishing performance goals for
Restricted Stock Awards: (1)&nbsp;total stockholder return; (2)&nbsp;such total
stockholder return as compared to total return (on a comparable basis) of a
publicly available index such as, but not limited to, the Standard &#038; Poor&#146;s 500
Stock Index; (3)&nbsp;net income; (4)&nbsp;pretax earnings; (5)&nbsp;earnings before interest
expense, taxes, depreciation and amortization; (6)&nbsp;pretax operating earnings
after interest expense and before bonuses, service fees, and extraordinary or
special items; (7)&nbsp;operating margin; (8)&nbsp;earnings per share; (9)&nbsp;return on
equity; (10)&nbsp;return on capital; (11)&nbsp;return on investment; (12)&nbsp;operating
earnings; (13)&nbsp;working capital; (14)&nbsp;ratio of debt to stockholders&#146; equity and
(15)&nbsp;revenue.
</FONT>
<P align="left"><FONT size="2"><B>14. USE OF PROCEEDS</B>
</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The proceeds received by the Corporation from the sale of Stock under the
Plan shall constitute general funds of the Corporation.
</FONT>
<P align="left"><FONT size="2"><B>15. PARACHUTE LIMITATIONS</B>
</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Notwithstanding any other provision of this Plan or of any other
agreement, contract or understanding heretofore or hereafter entered into by
the Grantee with the Corporation, except an agreement, contract or
understanding hereafter entered into that expressly modifies or excludes
application of this paragraph (an &#147;Other Agreement&#148;), and notwithstanding any
formal or informal plan or other arrangement for the direct or indirect
provision of compensation to the Grantee (including groups or classes of
participants or beneficiaries of which the
Grantee is a member), whether or not such compensation is deferred, is in cash,
or is in the form of a benefit to or for the Grantee (a &#147;Benefit Arrangement&#148;),
if the Grantee is a &#147;disqualified individual,&#148; as defined in Section&nbsp;280G(c) of
the Code, any Award held by that Grantee and any right to receive any payment
or other benefit under this Plan shall not become exercisable or vested (i)&nbsp;to
the extent that such right to exercise, vesting, payment or benefit, taking
into account all other rights, payments or benefits to or for the Grantee under
this Plan, all Other Agreements and all Benefit Arrangements, would cause any
payment or benefit to the Grantee under this Plan to be considered a &#147;parachute
payment&#148; within the meaning of Section&nbsp;280G(b)(2) of the Code as then in effect
(a &#147;Parachute Payment&#148;) and (ii)&nbsp;if, as a result of receiving a Parachute
Payment, the aggregate after-tax amounts received by the Grantee from the
Corporation under this Plan, all Other Agreements and all Benefit Arrangements
would be less than the maximum after-tax amount that could be received by him
without causing any such payment or benefit to be considered a Parachute
Payment. In the event that the receipt of any such right to exercise, vesting,
payment or benefit under this Plan, in conjunction with all other rights,
payments or benefits to or for the Grantee under any Other Agreement or any
Benefit Arrangement would cause the Grantee to be considered to have received a
Parachute Payment under this Plan that would have the effect of decreasing the
after-tax amount received by the
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</FONT>
<P><FONT size="2">Grantee as described in clause (ii)&nbsp;of the
preceding sentence, then the Grantee shall have the right, in the Grantee&#146;s
sole discretion, to designate those rights, payments or benefits under this
Plan, any Other Agreements and any Benefit Arrangements that should be reduced
or eliminated so as to avoid having the payment or benefit to the Grantee under
this Plan be deemed to be a Parachute Payment.
</FONT>
<P align="left"><FONT size="2"><B>16. REQUIREMENTS OF LAW</B>
</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Corporation shall not be required to sell or issue any shares of Stock
under any Award if the sale or issuance of such shares would constitute a
violation by the Grantee, the individual exercising the Award or the
Corporation of any provisions of any law or regulation of any governmental
authority, including without limitation any federal or state securities laws or
regulations. If at any time the Corporation shall determine, in its
discretion, that the listing, registration or qualification of any shares
subject to the Award upon any securities exchange or under any state or federal
law, or the consent or approval of any government regulatory or self-regulatory
body is necessary or desirable as a condition of, or in connection with, the
issuance or purchase of shares, the Award may not be exercised in whole or in
part unless such listing, registration, qualification, consent or approval
shall have been effected or obtained free of any conditions not acceptable to
the Corporation, and any delay caused thereby shall in no way affect the date
of termination of the Award. Specifically in connection with the Securities
Act, upon the exercise of any Award, unless a registration statement under the
Securities Act is in effect with respect to the shares of Stock covered
thereby, the Corporation shall not be required to sell or issue such shares
unless the Board has
received evidence satisfactory to it that the holder of such Award may acquire
such shares pursuant to an exemption from registration under the Securities
Act. Any determination in this connection by the Board shall be final, binding
and conclusive. The Corporation may, but shall in no event be obligated to,
register any securities covered hereby pursuant to the Securities Act. The
Corporation shall not be obligated to take any affirmative action in order to
cause the exercisability or vesting of an Award or to cause the exercise of an
Award or the issuance of shares pursuant thereto to comply with any law or
regulation of any governmental authority. As to any jurisdiction that
expressly imposes the requirement that an Award shall not be exercisable unless
and until the shares of Stock covered by such Award are registered or are
subject to an available exemption from registration, the exercise of such Award
(under circumstances in which the laws of such jurisdiction apply) shall be
deemed conditioned upon the effectiveness of such registration or the
availability of such an exemption.
</FONT>
<P align="left"><FONT size="2"><B>17. AMENDMENT AND TERMINATION OF THE PLAN</B>
</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Board may, at any time and from time to time, amend, suspend or
terminate the Plan as to any shares of Stock as to which Awards have not been
granted. The Corporation may retain the right in an Award Agreement to convert
an ISO into an NSO. The Corporation may also retain the right in an Award
Agreement to cause a forfeiture of the shares of Stock or gain realized by a
holder of an Award (a)&nbsp;if the holder violates any agreement covering
non-competition with the Corporation or any Subsidiary or nondisclosure of
confidential information of the Corporation or any Subsidiary, (b)&nbsp;if the
holder&#146;s employment is terminated for cause or (c)&nbsp;if the Board determines that
the holder committed acts or omissions which would have been the basis for a
termination of holder&#146;s employment for cause had such acts or omissions been
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</FONT>
<P><FONT size="2">discovered prior to termination of holder&#146;s employment. Furthermore, the
Corporation may, in the Award Agreement, retain the right to annul the grant of
an Award, if the holder of such grant was an employee of the Corporation or a
Subsidiary and the holder&#146;s employment is terminated for cause, as defined in
the applicable Award Agreement. Except as permitted under this section 17 or
section 18 hereof, no amendment, suspension or termination of the Plan shall,
without the consent of the holder of the Award, alter or impair rights or
obligations under any Award theretofore granted under the Plan.
</FONT>
<P align="left"><FONT size="2"><B>18. EFFECT OF CHANGES IN CAPITALIZATION</B>
</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(a)&nbsp; CHANGES IN STOCK</B>
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If the number of outstanding shares of Stock is increased or decreased or
the shares of Stock are changed into or exchanged for a different number or
kind of shares or other securities of the Corporation on account of any
recapitalization, reclassification, stock split-up, combination of shares,
exchange of shares, stock
dividend or other distribution payable in capital stock, or other increase or
decrease in such shares effected without receipt of consideration by the
Corporation, occurring after the effective date of the Plan, the number and
kind of shares for the acquisition of which Awards may be granted under the
Plan, and the limitations on the maximum number of shares subject to Awards
that can be granted to any individual under the Plan as set forth in section
6(b) hereof, shall be adjusted proportionately and accordingly by the
Corporation. In addition, the number and kind of shares for which Options are
outstanding shall be adjusted proportionately and accordingly so that the
proportionate interest of the holder of the Option immediately following such
event shall, to the extent practicable, be the same as immediately before such
event. Any such adjustment in outstanding Options shall not change the
aggregate Option Price payable with respect to shares that are subject to the
unexercised portion of the Option outstanding but shall include a corresponding
proportionate adjustment in the Option Price per share.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(b)&nbsp; REORGANIZATION IN WHICH THE CORPORATION IS THE SURVIVING
CORPORATION</B>
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Subject to subsection (c)(iv) hereof, if the Corporation shall be the
surviving corporation in any reorganization, merger or consolidation of the
Corporation with one or more other corporations, any Award theretofore granted
pursuant to the Plan shall pertain to and apply to the securities to which a
holder of the number of shares of Stock subject to such Award would have been
entitled immediately following such reorganization, merger or consolidation,
with, in the case of an Option, a corresponding proportionate adjustment of the
Option Price per share so that the aggregate Option Price thereafter shall be
the same as the aggregate Option Price of the shares remaining subject to the
Option immediately prior to such reorganization, merger or consolidation. In
the event of any distribution to the Corporation&#146;s stockholders of securities
of any other entity or other assets (other than dividends payable in cash or
stock of the Corporation) without receipt of consideration by the Corporation,
the Corporation may, in such manner as the Corporation deems appropriate,
adjust (i)&nbsp;the number and kind of shares subject to the outstanding Awards
and/or (ii)&nbsp;the exercise price of outstanding Options to reflect such
distribution.
</FONT>
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<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(c)&nbsp; DISSOLUTION, LIQUIDATION, SALE OF ASSETS, REORGANIZATION IN WHICH
THE CORPORATION IS NOT<br>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
 THE SURVIVING CORPORATION, ETC.</B>
</FONT>
<P><FONT size="2">All Options outstanding hereunder shall terminate and all outstanding shares of
Restricted Stock shall be deemed to have vested: (i)&nbsp;upon the dissolution or
liquidation of the Corporation, (ii)&nbsp;upon a merger, consolidation or
reorganization of the Corporation with one or more other corporations in which
the Corporation is not the surviving corporation, (iii)&nbsp;upon a sale of
substantially all of the assets of the
Corporation to another person or entity or (iv)&nbsp;upon a merger, consolidation or
reorganization (or other transaction if so determined by the Board in its sole
discretion) in which the Corporation is the surviving corporation, that is
approved by the Board and that results in any person or entity (other than
persons who are holders of Stock of the Corporation at the time the Plan is
approved by the stockholders and other than an Affiliate) owning 80&nbsp;percent or
more of the combined voting power of all classes of stock of the Corporation,
except to the extent provision is made in writing in connection with any such
transaction covered by clauses (i)&nbsp;through (iv)&nbsp;for the assumption of such
Awards theretofore granted, or for the substitution for such Awards of new
options or restricted stock covering the stock of a successor corporation, or a
parent or subsidiary thereof, with appropriate adjustments as to the number and
kind of shares and exercise prices, in which event the Awards theretofore
granted shall continue in the manner and under the terms so provided. In the
event of any such termination of the Options, each individual holding an Option
shall have the right (subject to the general limitations on exercise set forth
in section 10(b) above), during such period occurring before such termination
as the Board in its sole discretion shall determine and designate, and in any
event immediately before the occurrence of such termination, to exercise such
Option in whole or in part, to the extent that such Option was otherwise
exercisable at the time such termination occurs, except that, by inclusion of
appropriate language in an Option Agreement, the Board may provide that the
Option may be exercised before termination without regard to any installment
limitation or other condition on exercise imposed pursuant to section 10(b)
above. The Corporation shall send written notice of a transaction or event that
will result in such a termination to all individuals who hold Awards not later
than the time at which the Corporation gives notice thereof to its
stockholders.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(d)&nbsp; ADJUSTMENTS</B>
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Adjustments under this section 18 related to stock or securities of the
Corporation shall be made by the Board, whose determination in that respect
shall be final, binding and conclusive. No fractional shares of Stock or units
of other securities shall be issued pursuant to any such adjustment, and any
fractions resulting from any such adjustment shall be eliminated in each case
by rounding downward to the nearest whole share or unit.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(e)&nbsp; NO LIMITATIONS ON CORPORATION</B>
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The grant of an Award pursuant to the Plan shall not affect or limit in
any way the right or power of the Corporation to make adjustments,
reclassifications, reorganizations or changes of its capital or business
structure or to merge, consolidate, dissolve or liquidate, or to sell or
transfer all or any part of its business or assets.
</FONT>
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<P align="left"><FONT size="2"><B>19. DISCLAIMER OF RIGHTS</B>
</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;No provision in the Plan or in any Award granted or Award Agreement
entered into pursuant to the Plan shall be construed to confer upon any
individual the right to remain in the employ or service of or to maintain a
relationship with the Corporation or any Subsidiary, or to interfere in any way
with any contractual or other right or authority of the Corporation or any
Subsidiary either to increase or decrease the compensation or other payments to
any individual at any time, or to terminate any employment or other
relationship between any individual and the Corporation or any Subsidiary. The
obligation of the Corporation to pay any benefits pursuant to this Plan shall
be interpreted as a contractual obligation to pay only those amounts described
herein, in the manner and under the conditions prescribed herein. The Plan
shall in no way be interpreted to require the Corporation to transfer any
amounts to a third party trustee or otherwise hold any amounts in trust or
escrow for payment to any participant or beneficiary under the terms of the
Plan.
</FONT>
<P align="left"><FONT size="2"><B>20. NONEXCLUSIVITY OF THE PLAN</B>
</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Neither the adoption of the Plan nor the submission of the Plan to the
stockholders of the Corporation for approval shall be construed as creating any
limitations upon the right and authority of the Board to adopt such other
incentive compensation arrangements (which arrangements may be applicable
either generally to a class or classes of individuals or specifically to a
particular individual or particular individuals) as the Board in its discretion
determines desirable, including, without limitation, the granting of stock
options otherwise than under the Plan.
</FONT>
<P align="left"><FONT size="2"><B>21. CAPTIONS</B>
</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The use of captions in this Plan or any Award Agreement is for the
convenience of reference only and shall not affect the meaning of any provision
of the Plan or such Award Agreement.
</FONT>
<P align="left"><FONT size="2"><B>22. WITHHOLDING TAXES</B>
</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Corporation shall have the right to deduct from payments of any kind
otherwise due to a Grantee any Federal, state or local taxes of any kind
required by law to be withheld with respect to the vesting of or other lapse of
restrictions applicable to Restricted Stock or upon the issuance of any shares
of Stock upon the exercise of an Option. At the time of such vesting, lapse,
or exercise, the Grantee shall pay to the Corporation, any amount that the
Corporation may reasonably determine to be necessary to satisfy such
withholding obligation. Subject to the prior approval of the Corporation,
which may be withheld by the Corporation, as the case may be, in its sole
discretion, the Grantee may elect to satisfy such obligations, in whole or in
part, (i)&nbsp;by causing the Corporation to
withhold shares of Stock otherwise issuable to the Grantee or (ii)&nbsp;by
delivering to the Corporation shares of Stock already owned by the Grantee.
The shares of Stock so delivered or withheld shall have an aggregate fair
market value equal to such withholding obligations. The fair market value of
the shares of Stock used to satisfy such withholding obligation shall be
determined by the Corporation as of the date that the amount of tax to be
withheld is to be determined. A Grantee who has made an election pursuant to
this
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</FONT>
<P><FONT size="2">Section&nbsp;22 may satisfy his or her withholding obligation only with shares
of Stock that are not subject to any repurchase, forfeiture, unfulfilled
vesting, or other similar requirements.
</FONT>
<P align="left"><FONT size="2"><B>23. OTHER PROVISIONS</B>
</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Each Award granted under the Plan may be subject to, and the Award
Agreement relating to such Award may contain, such other terms and conditions
not inconsistent with the Plan as may be determined by the Board, in its sole
discretion. Notwithstanding the foregoing, each ISO granted under the Plan
shall include those terms and conditions that are necessary to qualify the ISO
as an &#147;incentive stock option&#148; within the meaning of Section&nbsp;422 of the Code or
the regulations thereunder and shall not include any terms or conditions that
are inconsistent therewith.
</FONT>
<P align="left"><FONT size="2"><B>24. NUMBER AND GENDER</B>
</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;With respect to words used in this Plan, the singular form shall include
the plural form, the masculine gender shall include the feminine gender, etc.,
as the context requires.
</FONT>
<P align="left"><FONT size="2"><B>25. SEVERABILITY</B>
</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If any provision of the Plan or any Award Agreement shall be determined to
be illegal or unenforceable by any court of law in any jurisdiction, the
remaining provisions hereof and thereof shall be severable and enforceable in
accordance with their terms, and all provisions shall remain enforceable in any
other jurisdiction.
</FONT>
<P align="left"><FONT size="2"><B>26. GOVERNING LAW</B>
</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The validity and construction of this Plan and the instruments evidencing
the Awards granted hereunder shall be governed by the laws of the State of
Delaware (excluding its choice of law rules).
</FONT>

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