IMATION CORP
2005 STOCK INCENTIVE PLAN (AS AMENDED)
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<DESCRIPTION>2005 STOCK INCENTIVE PLAN (AS AMENDED)
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<DIV align="right" style="font-size: 10pt; margin-top: 12pt"><B>EXHIBIT 10.1</B>
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>IMATION CORP.</B><BR>
<U> <B>2005 STOCK INCENTIVE PLAN</B></U>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 12pt">Section&nbsp;1. <U>Purpose</U>.
</DIV>



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The purpose of the Plan is to promote the interests of the Company and its stockholders by
aiding the Company in attracting and retaining employees, officers, consultants, independent
contractors, advisors and non-employee Directors capable of assuring the future success of the
Company, to offer such persons incentives to put forth maximum efforts for the success of the
Company&#146;s business and to compensate such persons through various stock-based arrangements and
provide them with opportunities for stock ownership in the Company, thereby aligning the interests
of such persons with the Company&#146;s stockholders.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt">Section&nbsp;2. <U>Definitions</U>.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;As used in the Plan, the following terms shall have the meanings set forth below:
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&#147;Affiliate&#148; shall mean (i)&nbsp;any entity that, directly or indirectly through one or more
intermediaries, is controlled by the Company and (ii)&nbsp;any entity in which the Company has a
significant equity interest, in each case as determined by the Committee.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&#147;Award&#148; shall mean any Option, Stock Appreciation Right, Restricted Stock, Restricted
Stock Unit, Dividend Equivalent, Performance Award, Stock Award or Other Stock-Based Award granted
under the Plan.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&#147;Award Agreement&#148; shall mean any written agreement, contract or other instrument or
document evidencing an Award granted under the Plan. Each Award Agreement shall be subject to the
applicable terms and conditions of the Plan and any other terms and conditions (not inconsistent
with the Plan) determined by the Committee.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;&#147;Board&#148; shall mean the Board of Directors of the Company.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;&#147;Code&#148; shall mean the Internal Revenue Code of 1986, as amended from time to time, and any
regulations promulgated there under.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f)&nbsp;&#147;Committee&#148; shall mean the Compensation Committee of the Board or any successor committee
of the Board designated by the Board to administer the Plan. The Committee shall be comprised of
not less than such number of Directors as shall be required to permit Awards granted under the Plan
to qualify under Rule&nbsp;16b-3, and each member of the Committee shall be a &#147;Non-Employee Director&#148;
within the meaning of Rule&nbsp;16b-3 and an &#147;outside director&#148; within the meaning of Section 162(m) of
the Code. The Company expects to have the Plan administered in accordance with the requirements for
the award of &#147;qualified performance-based compensation&#148; within the meaning of Section 162(m) of the
Code.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(g)&nbsp;&#147;Company&#148; shall mean Imation Corp., a Delaware corporation, or any successor corporation.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(h)&nbsp;&#147;Director&#148; shall mean a member of the Board.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;&#147;Dividend Equivalent&#148; shall mean any right granted under Section 6(d) of the Plan.
</DIV>

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</DIV>

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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(j)&nbsp;&#147;Eligible Person&#148; shall mean any employee, officer, consultant, independent contractor,
advisor or non-employee Director providing services to the Company or any Affiliate whom the
Committee determines to be an Eligible Person. An Eligible Person must be a natural person.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(k)&nbsp;&#147;Exchange Act&#148; shall mean the Securities Exchange Act of 1934, as amended.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(l)&nbsp;&#147;Fair Market Value&#148; shall mean, with respect to any property (including, without
limitation, any Shares or other securities), the fair market value of such property determined by
such methods or procedures as shall be established from time to time by the Committee.
Notwithstanding the foregoing, unless otherwise determined by the Committee, the Fair Market Value
of Shares on a given date for purposes of the Plan shall be the closing sale price of the Shares on
the New York Stock Exchange as reported in the consolidated transaction reporting system on such
date or, if such Exchange is not open for trading on such date, on the most recent preceding date
when such Exchange is open for trading.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(m)&nbsp;&#147;Incentive Stock Option&#148; shall mean an option granted under Section 6(a) of the Plan that
is intended to meet the requirements of Section&nbsp;422 of the Code or any successor provision.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(n)&nbsp;&#147;Non-Qualified Stock Option&#148; shall mean an option granted under Section 6(a) of the Plan
that is not intended to be an Incentive Stock Option.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(o)&nbsp;&#147;Option&#148; shall mean an Incentive Stock Option or a Non-Qualified Stock Option.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(p)&nbsp;&#147;Other Stock-Based Award&#148; shall mean any right granted under Section 6(g) of the Plan.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(q)&nbsp;&#147;Participant&#148; shall mean an Eligible Person designated to be granted an Award under the
Plan.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(r)&nbsp;&#147;Performance Award&#148; shall mean any right granted under Section 6(e) of the Plan.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(s)&nbsp;&#147;Performance Goal&#148; shall mean one or more of the following performance goals, either
individually, alternatively or in any combination, applied on a corporate, subsidiary, division,
business unit or line of business basis: sales, revenue, costs, expenses, earnings (including one
or more of net profit after tax, gross profit, operating profit, earnings before interest and
taxes, earnings before interest, taxes, depreciation and amortization and net earnings), earnings
per share, earnings per share from continuing operations, operating income, pre-tax income,
operating income margin, net income, margins (including one or more of gross, operating and net
income margins), returns (including one or more of return on actual or proforma assets, net assets,
equity, investment, capital and net capital employed), stockholder return (including total
stockholder return relative to an index or peer group), stock price, economic value added, cash
generation, cash flow, unit volume, working capital, market share, cost reductions and strategic
plan development and implementation. Such goals may reflect absolute entity or business unit
performance or a relative comparison to the performance of a peer group of entities or other
external measure of the selected performance criteria. Pursuant to rules and conditions adopted by
the Committee on or before the 90<SUP style="font-size: 85%; vertical-align: text-top">th</SUP> day of the applicable performance period for which
Performance Goals are established, the Committee may appropriately adjust any evaluation of
performance under such goals to exclude the effect of certain events, including any of the
following events: asset write-downs; litigation or claim judgments or settlements; changes in tax
law, accounting principles or other such laws or provisions affecting reported results; severance,
contract termination and other costs related to exiting certain business activities; and gains or
losses from the disposition of businesses or assets or from the early extinguishment of debt.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(t)&nbsp;&#147;Person&#148; shall mean any individual or entity, including a corporation, partnership,
limited liability company, association, joint venture or trust.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(u)&nbsp;&#147;Plan&#148; shall mean this Imation Corp. 2005 Stock Incentive Plan, as amended from time to
time.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(v)&nbsp;&#147;Restricted Stock&#148; shall mean any Share granted under Section 6(c) of the Plan.
</DIV>

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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(w)&nbsp;&#147;Restricted Stock Unit&#148; shall mean any unit granted under Section 6(c) of the Plan
evidencing the right to receive a Share (or a cash payment equal to the Fair Market Value of a
Share) at some future date.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(x)&nbsp;&#147;Rule&nbsp;16b-3&#148; shall mean Rule&nbsp;16b-3 promulgated by the Securities and Exchange Commission
under the Exchange Act or any successor rule or regulation.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(y)&nbsp;&#147;Section&nbsp;162(m)&#148; shall mean Section 162(m) of the Code and the applicable Treasury
Regulations promulgated there under.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(z)&nbsp;&#147;Shares&#148; shall mean shares of Common Stock, par value of $0.01 per share, of the Company
or such other securities or property as may become subject to Awards pursuant to an adjustment made
under Section 4(c) of the Plan.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(aa)&nbsp;&#147;Stock Appreciation Right&#148; shall mean any right granted under Section 6(b) of the Plan.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(bb) &#147;Stock Award&#148; shall mean any Share granted under Section 6(f) of the Plan.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt">Section&nbsp;3. <u>Administration.</u>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;<U>Power and Authority of the Committee</U>. The Plan shall be administered by the
Committee. Subject to the express provisions of the Plan and to applicable law, the Committee shall
have full power and authority to: (i)&nbsp;designate Participants; (ii)&nbsp;determine the type or types of
Awards to be granted to each Participant under the Plan; (iii)&nbsp;determine the number of Shares to be
covered by (or the method by which payments or other rights are to be calculated in connection
with) each Award; (iv)&nbsp;determine the terms and conditions of any Award or Award Agreement; (v)
amend the terms and conditions of any Award or Award Agreement, provided, however, that, except as
otherwise provided in Section 4(c) hereof, the Committee shall not reprice, adjust or amend the
exercise price of Options or the grant price of Stock Appreciation Rights previously awarded to any
Participant, whether through amendment, cancellation and replacement grant, or any other means;
(vi)&nbsp;accelerate the exercisability of any Award or the lapse of restrictions relating to any Award;
(vii)&nbsp;determine whether, to what extent and under what circumstances Awards may be exercised in
cash, Shares, other securities, other Awards or other property, or canceled, forfeited or
suspended; (viii)&nbsp;determine whether, to what extent and under what circumstances cash, Shares,
other securities, other Awards, other property and other amounts payable with respect to an Award
under the Plan shall be deferred either automatically or at the election of the holder of the Award
or the Committee; (ix)&nbsp;interpret and administer the Plan and any instrument or agreement, including
any Award Agreement, relating to the Plan; (x)&nbsp;establish, amend, suspend or waive such rules and
regulations and appoint such agents as it shall deem appropriate for the proper administration of
the Plan; and (xi)&nbsp;make any other determination and take any other action that the Committee deems
necessary or desirable for the administration of the Plan. Unless otherwise expressly provided in
the Plan, all designations, determinations, interpretations and other decisions under or with
respect to the Plan or any Award or Award Agreement shall be within the sole discretion of the
Committee, may be made at any time and shall be final, conclusive and binding upon any Participant,
any holder or beneficiary of any Award or Award Agreement, and any employee of the Company or any
Affiliate.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;<U>Delegation</U>. The Committee may delegate its powers and duties under the Plan to one
or more Directors (including a Director who is also an officer of the Company) or a committee of
Directors, subject to such terms, conditions and limitations as the Committee may establish in its
sole discretion; provided, however, that the Committee shall not delegate its powers and duties
under the Plan (i)&nbsp;with regard to officers or directors of the Company or any Affiliate who are
subject to Section&nbsp;16 of the Exchange Act or (ii)&nbsp;in such a manner as would cause the Plan not to
comply with the requirements of Section 162(m) of the Code. In addition, the Committee may
authorize one or more officers of the Company to grant Options under the Plan, subject to the
limitations of Section&nbsp;157 of the Delaware General Corporation Law; provided, however, that such
officers shall not be authorized to grant Options to officers or directors of the Company or any
Affiliate who are subject to Section&nbsp;16 of the Exchange Act.
</DIV>

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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;<U>Power and Authority of the Board of Directors</U>. Notwithstanding anything to the
contrary contained herein, the Board may, at any time and from time to time, without any further
action of the Committee, exercise the powers and duties of the Committee under the Plan, unless the
exercise of such powers and duties by the Board would cause the Plan not to comply with the
requirements of Section 162(m) of the Code.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt">Section&nbsp;4. <U>Shares Available for Awards</U>.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;<U>Shares Available</U>. Subject to adjustment as provided in Section 4(c) of the Plan,
the aggregate number of Shares that may be issued under all Awards under the Plan shall be
2,500,000. Shares to be issued under the Plan may be authorized but unissued Shares, treasury
shares or Shares acquired in the open market or otherwise. If an Award terminates or is forfeited
or cancelled without the issuance of any Shares, or if any Shares covered by an Award or to which
an Award relates are not issued for any other reason, then the number of Shares counted against the
aggregate number of Shares available under the Plan with respect to such Award, to the extent of
any such termination, forfeiture, cancellation or other event, shall again be available for
granting Awards under the Plan. If Shares of Restricted Stock are forfeited or otherwise reacquired
by the Company prior to vesting, whether or not dividends have been paid on such Shares, then the
number of Shares counted against the aggregate number of Shares available under the Plan with
respect to such Award of Restricted Stock, to the extent of any such forfeiture or reacquisition by
the Company, shall again be available for granting Awards under the Plan. Shares that are withheld
in full or partial payment to the Company of the purchase or exercise price relating to an Award or
in connection with the satisfaction of tax obligations relating to an Award shall again be
available for granting Awards under the Plan, except that, after May&nbsp;4, 2015, any Shares withheld
in connection with the satisfaction of tax obligations relating to Restricted Stock shall not be
available for granting Awards. Prior to May&nbsp;4, 2015, any previously issued Shares that are used by
a Participant as full or partial payment to the Company of the purchase or exercise price relating
to an Award or in connection with the satisfaction of tax obligations relating to an Award shall
again be available for granting Awards under the Plan.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;<U>Accounting for Awards</U>. For purposes of this Section&nbsp;4, if an Award entitles the
holder thereof to receive or purchase Shares, the number of Shares covered by such Award or to
which such Award relates shall be counted on the date of grant of such Award against the aggregate
number of Shares available for granting Awards under the Plan.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;<U>Adjustments</U>. In the event that the Committee shall determine that any dividend or
other distribution (whether in the form of cash, Shares, other securities or other property),
recapitalization, stock split, reverse stock split, reorganization, merger, consolidation,
split-up, spin-off, combination, repurchase or exchange of Shares or other securities of the
Company, issuance of warrants or other rights to purchase Shares or other securities of the Company
or other similar corporate transaction or event affects the Shares such that an adjustment is
determined by the Committee to be appropriate in order to prevent dilution or enlargement of the
benefits or potential benefits intended to be made available under the Plan, then the Committee
shall, in such manner as it may deem equitable, adjust any or all of (i)&nbsp;the number and type of
Shares (or other securities or other property) that thereafter may be made the subject of Awards,
(ii)&nbsp;the number and type of Shares (or other securities or other property) subject to outstanding
Awards, (iii)&nbsp;the purchase or exercise price with respect to any Award and (iv)&nbsp;the limitations
contained in Section 4(d) of the Plan.
</DIV>

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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;<U>Award Limitations Under the Plan</U>.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) <U>Section&nbsp;162(m) Limitation for Certain Types of Awards</U>. No Eligible Person may be
granted Options, Stock Appreciation Rights or any other Award or Awards under the Plan, the value
of which Award or Awards is based solely on an increase in the value of the Shares after the date
of grant of such Award or Awards, for more than 500,000 Shares (subject to adjustment as provided
in Section 4(c) of the Plan) in the aggregate in any calendar year.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii) <U>Section&nbsp;162(m) Limitation for Performance Awards</U>. The maximum amount payable
pursuant to all Performance Awards to any Participant in the aggregate in any calendar year shall
be $2,000,000 in value, whether payable in cash, Shares or other property. This limitation does not
apply to any Award subject to the limitation contained in Section&nbsp;4(d)(i) of the Plan.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii) <U>Plan Limitation on Restricted Stock, Restricted Stock Units and Stock Awards</U>. No
more than 1,500,000 Shares, subject to adjustment as provided in Section 4(c) of the Plan, shall be
available under the Plan for issuance pursuant to grants of Restricted Stock, Restricted Stock
Units and Stock Awards; provided, however, that if any Awards of Restricted Stock Units terminate
or are forfeited or cancelled without the issuance of any Shares or if Shares of Restricted Stock
are forfeited or otherwise reacquired by the Company prior to vesting, whether or not dividends
have been paid on such Shares, then the Shares subject to such termination, forfeiture,
cancellation or reacquisition by the Company shall again be available for grants of Restricted
Stock, Restricted Stock Units and Stock Awards for purposes of this limitation on grants of such
Awards.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iv) <U>Limitation on Awards Granted to Non-Employee Directors</U>. Directors who are not
also employees of the Company or an Affiliate may not be granted Awards in the aggregate for more
than 500,000 Shares available for Awards under the Plan, subject to adjustment as provided in
Section 4(c) of the Plan.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(v) <U>Limitation on Incentive Stock Options</U>. The number of Shares available for granting
Incentive Stock Options under the Plan shall not exceed 2,500,000, subject to adjustment as
provided in Section 4(c) of the Plan and subject to the provisions of Section&nbsp;422 or 424 of the
Code or any successor provision.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 12pt">Section&nbsp;5. <U>Eligibility</U>.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Any Eligible Person shall be eligible to be designated a Participant. In determining which
Eligible Persons shall receive an Award and the terms of any Award, the Committee may take into
account the nature of the services rendered by the respective Eligible Persons, their present and
potential contributions to the success of the Company or such other factors as the Committee, in
its discretion, shall deem relevant. Notwithstanding the foregoing, an Incentive Stock Option may
only be granted to full-time or part-time employees (which term as used herein includes, without
limitation, officers and Directors who are also employees), and an Incentive Stock Option shall not
be granted to an employee of an Affiliate unless such Affiliate is also a &#147;subsidiary corporation&#148;
of the Company within the meaning of Section 424(f) of the Code or any successor provision.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt">Section&nbsp;6. <U>Awards</U>.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;<U>Options</U>. The Committee is hereby authorized to grant Options to Eligible Persons
with the following terms and conditions and with such additional terms and conditions not
inconsistent with the provisions of the Plan, as the Committee shall determine:
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) <U>Exercise Price</U>. The purchase price per Share purchasable under an Option shall be
determined by the Committee and shall not be less than 100% of the Fair Market Value of a Share on
the date of grant of such Option; provided, however, that the Committee may designate a per share
exercise price below Fair Market Value on the date of grant (A)&nbsp;to the extent necessary or
appropriate, as determined by the
</DIV>
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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Committee, to satisfy applicable legal or regulatory requirements of a foreign jurisdiction or
(B)&nbsp;if the Option is granted in substitution for a stock option previously granted by an entity
that is acquired by or merged with the Company or an Affiliate.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii) <U>Option Term</U>. The term of each Option shall be fixed by the Committee but shall
not be longer than 10&nbsp;years from the date of grant.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii) <U>Time and Method of Exercise</U>. The Committee shall determine the time or times at
which an Option may be exercised in whole or in part and the method or methods by which, and the
form or forms (including, without limitation, cash, Shares, other securities, other Awards or other
property, or any combination thereof, having a Fair Market Value on the exercise date equal to the
applicable exercise price) in which, payment of the exercise price with respect thereto may be made
or deemed to have been made.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;<U>Stock Appreciation Rights</U>. The Committee is hereby authorized to grant Stock
Appreciation Rights to Eligible Persons subject to the terms of the Plan and any applicable Award
Agreement. A Stock Appreciation Right granted under the Plan shall confer on the holder thereof a
right to receive upon exercise thereof the excess of (i)&nbsp;the Fair Market Value of one Share on the
date of exercise (or, if the Committee shall so determine, at any time during a specified period
before or after the date of exercise) over (ii)&nbsp;the grant price of the Stock Appreciation Right as
specified by the Committee, which price shall not be less than 100% of the Fair Market Value of one
Share on the date of grant of the Stock Appreciation Right; provided, however, that the Committee
may designate a per share grant price below Fair Market Value on the date of grant (A)&nbsp;to the
extent necessary or appropriate, as determined by the Committee, to satisfy applicable legal or
regulatory requirements of a foreign jurisdiction or (B)&nbsp;if the Stock Appreciation Right is granted
in substitution for a stock appreciation right previously granted by an entity that is acquired by
or merged with the Company or an Affiliate. Subject to the terms of the Plan and any applicable
Award Agreement, the grant price, term, methods of exercise, dates of exercise, methods of
settlement and any other terms and conditions of any Stock Appreciation Right shall be as
determined by the Committee. The Committee may impose such conditions or restrictions on the
exercise of any Stock Appreciation Right, as it may deem appropriate.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;<U>Restricted Stock and Restricted Stock Units</U>. The Committee is hereby authorized to
grant Awards of Restricted Stock and Restricted Stock Units to Eligible Persons with the following
terms and conditions and with such additional terms and conditions not inconsistent with the
provisions of the Plan, as the Committee shall determine:
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) <U>Restrictions</U>. Shares of Restricted Stock and Restricted Stock Units shall be
subject to such restrictions as the Committee may impose (including, without limitation, any
limitation on the right to vote a Share of Restricted Stock or the right to receive any dividend or
other right or property with respect thereto), which restrictions may lapse separately or in
combination at such time or times, in such installments or otherwise, as the Committee may deem
appropriate. The minimum vesting period of such Awards shall be one year from the date of grant.
Notwithstanding the foregoing, the Committee may permit acceleration of vesting of such Awards in
the event of the Participant&#146;s death, disability or retirement or a change in control of the
Company.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii) <U>Issuance and Delivery of Shares</U>. Any Restricted Stock granted under the Plan
shall be issued at the time such Awards are granted and may be evidenced in such manner as the
Committee may deem appropriate, including book-entry registration or issuance of a stock
certificate or certificates, which certificate or certificates shall be held by the Company. Such
certificate or certificates shall be registered in the name of the Participant and shall bear an
appropriate legend referring to the restrictions applicable to such Restricted Stock. Shares
representing Restricted Stock that is no longer subject to restrictions shall be delivered to the
Participant promptly after the applicable restrictions lapse or are waived. In the case of
Restricted Stock Units, no Shares shall be issued at the time such Awards are granted. Upon the
lapse or waiver of restrictions and the restricted period relating to Restricted Stock Units
evidencing the right to receive Shares, such Shares shall be issued and delivered to the holder of
the Restricted Stock Units.
</DIV>


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</DIV>

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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii) <U>Forfeiture</U>. Except as otherwise determined by the Committee, upon a
Participant&#146;s termination of employment (as determined under criteria established by the Committee)
during the applicable restriction period, all Shares of Restricted Stock and all Restricted Stock
Units held by the Participant at such time shall be forfeited and reacquired by the Company;
provided, however, that the Committee may, when it finds that a waiver would be in the best
interest of the Company, waive in whole or in part any or all remaining restrictions with respect
to Shares of Restricted Stock or Restricted Stock Units.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;<U>Dividend Equivalents</U>. The Committee is hereby authorized to grant Dividend
Equivalents to Eligible Persons under which the Participant shall be entitled to receive payments
(in cash, Shares, other securities, other Awards or other property as determined in the discretion
of the Committee) equivalent to the amount of cash dividends paid by the Company to holders of
Shares with respect to a number of Shares determined by the Committee. Subject to the terms of the
Plan and any applicable Award Agreement, such Dividend Equivalents may have such terms and
conditions, as the Committee shall determine.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;<U>Performance Awards</U>. The Committee is hereby authorized to grant to Eligible
Persons Performance Awards which are intended to be &#147;qualified performance-based compensation&#148;
within the meaning of Section&nbsp;162(m). A Performance Award granted under the Plan may be payable in
cash or in Shares (including, without limitation, Restricted Stock). Performance Awards shall, to
the extent required by Section&nbsp;162(m), be conditioned solely on the achievement of one or more
objective Performance Goals, and such Performance Goals shall be established by the Committee
within the time period prescribed by, and shall otherwise comply with the requirements of, Section
162(m). Subject to the terms of the Plan and any applicable Award Agreement, the Performance Goals
to be achieved during any performance period, the length of any performance period, the amount of
any Performance Award granted, the amount of any payment or transfer to be made pursuant to any
Performance Award and any other terms and conditions of any Performance Award shall be determined
by the Committee. The Committee shall also certify in writing that such Performance Goals have been
met prior to payment of the Performance Awards to the extent required by Section&nbsp;162(m).
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f)&nbsp;<U>Stock Awards</U>. The Committee is hereby authorized to grant to Eligible Persons
Shares without restrictions thereon, as deemed by the Committee to be consistent with the purpose
of the Plan. Subject to the terms of the Plan and any applicable Award Agreement, such Stock Awards
may have such terms and conditions, as the Committee shall determine.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(g)&nbsp;<U>Other Stock-Based Awards</U>. The Committee is hereby authorized to grant to Eligible
Persons such other Awards that are denominated or payable in, valued in whole or in part by
reference to, or otherwise based on or related to, Shares (including, without limitation,
securities convertible into Shares), as are deemed by the Committee to be consistent with the
purpose of the Plan. The Committee shall determine the terms and conditions of such Awards, subject
to the terms of the Plan and the Award Agreement. Shares, or other securities delivered pursuant to
a purchase right granted under this Section&nbsp;6(g), shall be purchased for consideration having a
value equal to at least 100% of the Fair Market Value of such Shares or other securities on the
date the purchase right is granted. The consideration paid by the Participant may be paid by such
method or methods and in such form or forms (including, without limitation, cash, Shares, other
securities, other Awards or other property, or any combination thereof), as the Committee shall
determine.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(h)&nbsp;<U>General</U>.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) <U>Consideration for Awards</U>. Awards may be granted for no cash consideration or for
any cash or other consideration as may be determined by the Committee or required by applicable
law.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii) <U>Awards May Be Granted Separately or Together</U>. Awards may, in the discretion of
the Committee, be granted either alone or in addition to, in tandem with or in substitution for any
other Award or any award granted under any other plan of the Company or any Affiliate. Awards
granted in addition to or in tandem with other Awards or in addition to or in tandem with awards
granted under any other plan of the Company or any Affiliate may be granted either at the same time
as or at a different time from the grant of such other Awards or awards.
</DIV>


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</DIV>

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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii) <U>Forms of Payment under Awards</U>. Subject to the terms of the Plan and of any
applicable Award Agreement, payments or transfers to be made by the Company or an Affiliate upon
the grant, exercise or payment of an Award may be made in such form or forms as the Committee shall
determine (including, without limitation, cash, Shares, other securities, other Awards or other
property, or any combination thereof), and may be made in a single payment or transfer, in
installments or on a deferred basis, in each case in accordance with rules and procedures
established by the Committee. Such rules and procedures may include, without limitation,
provisions for the payment or crediting of reasonable interest on installment or deferred payments
or the grant or crediting of Dividend Equivalents with respect to installment or deferred payments.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iv) <U>Term of Awards</U>. The term of each Award shall be for a period not longer than 10
years from the date of grant.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(v) <U>Limits on Transfer of Awards</U>. Except as otherwise provided by the Committee or the
terms of this Plan, no Award and no right under any such Award shall be transferable by a
Participant other than by will or by the laws of descent and distribution. The Committee may
establish procedures as it deems appropriate for a Participant to designate a Person or Persons, as
beneficiary or beneficiaries, to exercise the rights of the Participant and receive any property
distributable with respect to any Award in the event of the Participant&#146;s death. The Committee, in
its discretion and subject to such additional terms and conditions as it determines, may permit a
Participant to transfer a Non-Qualified Stock Option to any &#147;family member&#148; (as such term is
defined in the General Instructions to Form S-8 (or any successor to such Instructions or such
Form) under the Securities Act of 1933, as amended) at any time that such Participant holds such
Option, provided that such transfers may not be for value (<I>i.e.</I>, the transferor may not receive any
consideration therefor) and the family member may not make any subsequent transfers other than by
will or by the laws of descent and distribution. Each Award under the Plan or right under any such
Award shall be exercisable during the Participant&#146;s lifetime only by the Participant (except as
provided herein or in an Award Agreement or amendment thereto relating to a Non-Qualified Stock
Option) or, if permissible under applicable law, by the Participant&#146;s guardian or legal
representative. No Award or right under any such Award may be pledged, alienated, attached, or
otherwise encumbered, and any purported pledge, alienation, attachment or encumbrance thereof shall
be void and unenforceable against the Company or any Affiliate.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(vi) <U>Restrictions; Securities Exchange Listing</U>. All Shares or other securities
delivered under the Plan pursuant to any Award or the exercise thereof shall be subject to such
restrictions as the Committee may deem advisable under the Plan, applicable federal or state
securities laws and regulatory requirements, and the Committee may cause appropriate entries to be
made or legends to be placed on the certificates for such Shares or other securities to reflect
such restrictions. If the Shares or other securities are traded on a securities exchange, the
Company shall not be required to deliver any Shares or other securities covered by an Award unless
and until such Shares or other securities have been admitted for trading on such securities
exchange.
</DIV>


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</DIV>

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<DIV align="left" style="font-size: 10pt; margin-top: 12pt">Section&nbsp;7. <U>Amendment and Termination; Corrections</U>.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;<U>Amendments to the Plan</U>. The Board may amend, alter, suspend, discontinue or
terminate the Plan at any time; provided, however, that, notwithstanding any other provision of the
Plan or any Award Agreement, prior approval of the stockholders of the Company shall be required
for any amendment to the Plan that:
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;requires stockholder approval under the rules or regulations of the Securities and
Exchange Commission, the New York Stock Exchange, any other securities exchange or the National
Association of Securities Dealers, Inc. that are applicable to the Company;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;increases the number of shares authorized under the Plan as specified in Section 4(a) of
the Plan;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii)&nbsp;increases the number of shares subject to the limitations contained in Section 4(d) of
the Plan;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iv)&nbsp;permits repricing of Options or Stock Appreciation Rights which is prohibited by Section
3(a)(v) of the Plan;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(v)&nbsp;permits the award of Options or Stock Appreciation Rights at a price less than 100% of the
Fair Market Value of a Share on the date of grant of such Option or Stock Appreciation Right,
contrary to the provisions of Sections&nbsp;6(a)(i) and 6(b)(ii) of the Plan; and
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(vi)&nbsp;would cause Section 162(m) of the Code to become unavailable with respect to the Plan.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;<U>Amendments to Awards</U>. Subject to the provisions of the Plan, the Committee may
waive any conditions of or rights of the Company under any outstanding Award, prospectively or
retroactively. Except as otherwise provided in the Plan, the Committee may amend, alter, suspend,
discontinue or terminate any outstanding Award, prospectively or retroactively, but no such action
may adversely affect the rights of the holder of such Award without the consent of the Participant
or holder or beneficiary thereof.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;<U>Correction of Defects, Omissions and Inconsistencies</U>. The Committee may correct
any defect, supply any omission or reconcile any inconsistency in the Plan or in any Award or Award
Agreement in the manner and to the extent it shall deem desirable to implement or maintain the
effectiveness of the Plan.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt">Section&nbsp;8. <U>Income Tax Withholding</U>.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In order to comply with all applicable federal, state, local or foreign income tax laws or
regulations, the Company may take such action as it deems appropriate to ensure that all applicable
federal, state, local or foreign payroll, withholding, income or other taxes, which are the sole
and absolute responsibility of a Participant, are withheld or collected from such Participant. In
order to assist a Participant in paying all or a portion of the applicable taxes to be withheld or
collected upon exercise or receipt of (or the lapse of restrictions relating to) an Award, the
Committee, in its discretion and subject to such additional terms and conditions as it may adopt,
may permit the Participant to satisfy such tax obligation by (a)&nbsp;electing to have the Company
withhold a portion of the Shares otherwise to be delivered upon exercise or receipt of (or the
lapse of restrictions relating to) such Award with a Fair Market Value equal to the amount of such
taxes or (b)&nbsp;delivering to the Company Shares other than Shares issuable upon exercise or receipt
of (or the lapse of restrictions relating to) such Award with a Fair Market Value equal to the
amount of such taxes. The election, if any, must be made on or before the date that the amount of
tax to be withheld is determined.
</DIV>

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</DIV>

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<DIV align="left" style="font-size: 10pt; margin-top: 12pt">Section&nbsp;9. <U>General Provisions</U>.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;<U>No Rights to Awards</U>. No Eligible Person, Participant, or other Person shall have
any claim to be granted any Award under the Plan, and there is no obligation for uniformity of
treatment of Eligible Persons, Participants or holders or beneficiaries of Awards under the Plan.
The terms and conditions of Awards need not be the same with respect to any Participant or with
respect to different Participants.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;<U>Award Agreements</U>. No Participant shall have rights under an Award granted to such
Participant unless and until an Award Agreement shall have been duly executed on behalf of the
Company and, if requested by the Company, signed by the Participant.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;<U>No Rights of Stockholders</U>. Except with respect to Restricted Stock and Stock
Awards, neither a Participant nor the Participant&#146;s legal representative shall be, or have any of
the rights and privileges of, a stockholder of the Company with respect to any Shares issuable upon
the exercise or payment of any Award, in whole or in part, unless and until the Shares have been
issued.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;<U>No Limit on Other Compensation Plans or Arrangements</U>. Nothing contained in the
Plan shall prevent the Company or any Affiliate from adopting or continuing in effect other or
additional compensation plans or arrangements, and such plans or arrangements may be either
generally applicable or applicable only in specific cases.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;<U>No Right to Employment or Directorship</U>. The grant of an Award shall not be
construed as giving a Participant the right to be retained as an employee of the Company or any
Affiliate, or a Director to be retained as a Director, nor will it affect in any way the right of
the Company or an Affiliate to terminate a Participant&#146;s employment at any time, with or without
cause. In addition, the Company or an Affiliate may at any time dismiss a Participant from
employment free from any liability or any claim under the Plan or any Award, unless otherwise
expressly provided in the Plan or in any Award Agreement.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f)&nbsp;<U>Governing Law</U>. The internal law, and not the law of conflicts, of the State of
Delaware, shall govern all questions concerning the validity, construction and effect of the Plan
or any Award, and any rules and regulations relating to the Plan or any Award.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(g)&nbsp;<U>Severability</U>. If any provision of the Plan or any Award is or becomes or is deemed
to be invalid, illegal or unenforceable in any jurisdiction or would disqualify the Plan or any
Award under any law deemed applicable by the Committee, such provision shall be construed or deemed
amended to conform to applicable laws, or if it cannot be so construed or deemed amended without,
in the determination of the Committee, materially altering the purpose or intent of the Plan or the
Award, such provision shall be stricken as to such jurisdiction or Award, and the remainder of the
Plan or any such Award shall remain in full force and effect.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(h)&nbsp;<U>No Trust or Fund Created</U>. Neither the Plan nor any Award shall create or be
construed to create a trust or separate fund of any kind or a fiduciary relationship between the
Company or any Affiliate and a Participant or any other Person. To the extent that any Person
acquires a right to receive payments from the Company or any Affiliate pursuant to an Award, such
right shall be no greater than the right of any unsecured general creditor of the Company or any
Affiliate.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;<U>No Fractional Shares</U>. No fractional Shares shall be issued or delivered pursuant
to the Plan or any Award, and the Committee shall determine whether cash shall be paid in lieu of
any fractional Share or whether such fractional Share or any rights thereto shall be canceled,
terminated or otherwise eliminated.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(j)&nbsp;<U>Headings</U>. Headings are given to the Sections and subsections of the Plan solely as
a convenience to facilitate reference. Such headings shall not be deemed in any way material or
relevant to the construction or interpretation of the Plan or any provision thereof.
</DIV>

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</DIV>

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<DIV align="left" style="font-size: 10pt; margin-top: 12pt">Section&nbsp;10. <U>Effective Date of the Plan; Effect on Prior Plans</U>.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Plan shall be subject to approval by the stockholders of the Company at the annual meeting
of stockholders of the Company to be held on May&nbsp;4, 2005 and the Plan shall be effective as of the
date of such stockholder approval. On and after the date of stockholder approval of the Plan, no awards
shall be granted under the Company&#146;s 2000 Stock Incentive Plan, but all outstanding awards
previously granted under the 2000 Stock Incentive Plan shall remain outstanding in accordance with
the terms thereof. On and after the date of stockholder approval of the Plan, no stock options,
restricted stock, stock or other stock-based awards shall be granted under the 1996 Directors Stock
Compensation Program, but all stock options, restricted stock, stock or other stock-based awards
previously granted under the 1996 Directors Stock Compensation Program shall remain outstanding in
accordance with the terms thereof.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt">Section&nbsp;11. <U>Term of the Plan</U>.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Plan shall terminate at midnight on May&nbsp;4, 2015, unless terminated before then by the
Board. Awards may be granted under the Plan until the Plan terminates or until all Shares available
for Awards under the Plan have been purchased or acquired; provided, however, that Incentive Stock
Options may not be granted following the 10-year anniversary of the Board&#146;s adoption of the Plan.
As long as any Awards are outstanding under the Plan, the terms of the Plan shall govern such
Awards.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt">Amended and Restated: November&nbsp;9, 2005
</DIV>


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</DIV>

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