ALLSTATE CORP
EXHIBIT 10.33
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<TYPE>EX-10.33
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<FILENAME>a2175845zex-10_33.htm
<DESCRIPTION>EXHIBIT 10.33
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<P ALIGN="RIGHT"><FONT SIZE=2><B>Exhibit&nbsp;10.33  </B></FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2><B>THE ALLSTATE CORPORATION  </B></FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2><B> EQUITY INCENTIVE PLAN FOR NON-EMPLOYEE DIRECTORS  </B></FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2><B> As Amended and Restated effective as of February&nbsp;20, 2007  </B></FONT></P>

<P><FONT SIZE=2><B>I.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Purpose.  </B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The purpose of The Allstate Corporation Equity Incentive Plan for Non-Employee Directors (the "</FONT><FONT SIZE=2><I>Plan</I></FONT><FONT SIZE=2>")
is to promote the interests of The Allstate Corporation (the "</FONT><FONT SIZE=2><I>Company</I></FONT><FONT SIZE=2>") by providing an inducement to obtain and retain the services of qualified
persons as members of the Company's Board of Directors (the "</FONT><FONT SIZE=2><I>Board</I></FONT><FONT SIZE=2>") and to align more closely the interests of such persons with the interests of the
Company's stockholders by providing a significant portion of the compensation provided to such persons in the form of equity securities of the Company. </FONT></P>

<P><FONT SIZE=2><B>II.&nbsp;&nbsp;&nbsp;&nbsp;Administration.  </B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Plan shall be administered by the Committee. The Committee shall have full power to construe and interpret the Plan and Shares, RSUs and Options granted
hereunder, to establish and amend rules for its administration and to correct any defect or omission and to reconcile any inconsistency in the Plan or in any Share, RSU or Option granted hereunder to
the extent the Committee deems desirable to carry the Plan or any Share, RSU or Option granted hereunder into effect. Any decisions of the Committee in the administration of the Plan shall be final
and conclusive. The Committee may authorize any one or more of its members, the secretary of the Committee or any officer of the Company to execute and deliver documents on behalf of the Committee.
Each member of the
Committee, and, to the extent provided by the Committee, any other person to whom duties or powers shall be delegated in connection with the Plan, shall incur no liability with respect to any action
taken or omitted to be taken in connection with the Plan and shall be fully protected in relying in good faith upon the advice of counsel, to the fullest extent permitted under applicable law. </FONT></P>


<P><FONT SIZE=2><B>III.&nbsp;&nbsp;Eligibility.  </B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Each Non-Employee Director shall be eligible to participate in the Plan. </FONT></P>

<P><FONT SIZE=2><B>IV.&nbsp;&nbsp;&nbsp;&nbsp;Limitation on Aggregate Shares.  </B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Maximum Number of Shares.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;The aggregate maximum number of Shares that may be granted pursuant to the Plan or
delivered upon settlement of RSUs or upon exercise of Options granted pursuant to the Plan shall be 580,000 Shares. Such maximum number of Shares is subject to adjustment under the provisions of
Section&nbsp;IV.B. The Shares to be granted pursuant to the Plan or delivered upon settlement of RSUs or upon exercise of Options may be either (i)&nbsp;authorized but unissued Shares or
(ii)&nbsp;Shares previously issued which have been reacquired by the Company ("Treasury Shares"); provided, however, that on or after June&nbsp;1, 2001, only Treasury Shares shall be granted
pursuant to the Plan or delivered upon settlement of RSUs or exercise of Options (other than upon exercise of Options granted prior to such date). In the event any RSU, Option or Reload Option shall,
for any reason, terminate or expire or be surrendered without having been exercised in full or without all Shares subject thereto having been delivered, the Shares subject to such RSU, Option or
Reload Option but not delivered or purchased thereunder shall be available for future RSUs, Options or Reload Options to be granted under the Plan. </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;B.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Adjustment.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;The maximum number of Shares referred to in Section&nbsp;IV.A of the Plan, the number of RSUs
granted pursuant to Section&nbsp;VI of the Plan, the number of Shares subject to outstanding RSUs granted under Section&nbsp;VI of the Plan, the number of Options granted pursuant to
Section&nbsp;VII of the Plan, and the option price and the number of Shares which may be purchased under any outstanding Option granted under Section&nbsp;VII of the Plan shall be proportionately
adjusted for </FONT></P>

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<P><FONT SIZE=2>(i)&nbsp;any
increase or decrease in the number of issued and outstanding Shares as the result of (a)&nbsp;the declaration and payment of a dividend payable in Common Stock, or the division of the
Common Stock outstanding at the date hereof (or the date of the grant of any such outstanding Option or RSU, as applicable) into a greater number of Shares without the receipt of consideration
therefore by the Company, or any other increase in the number of such Shares of the Company outstanding at the date hereof (or the date of the grant of any such outstanding Option or RSU, as
applicable) which is effective without the receipt of consideration therefore by the Company (exclusive of any Shares granted by the Company to employees of the Company or any of its Subsidiaries
without receipt of separate consideration by the Company), or (b)&nbsp;the consolidation of the Shares outstanding at the date hereof (or the date of the grant of any such outstanding Option or RSU,
as applicable) into a smaller number of Shares without the payment of consideration thereof by the Company, or any other decrease in the number of such Shares outstanding at the date hereof (or the
date of the grant of any such outstanding Option or RSU, as applicable) effected without the payment of consideration by the Company or (ii)&nbsp;to the extent not addressed in (i), any equity
restructuring (within the meaning of Financial Accounting Standards No.&nbsp;123 (revised 2004)) that causes the per share value of the Common Stock to change; </FONT> <FONT SIZE=2><I>provided</I></FONT><FONT SIZE=2>, </FONT><FONT
SIZE=2><I>however</I></FONT><FONT SIZE=2>, that the total option price for all Shares which may be purchased upon the exercise
of any Option granted pursuant to the Plan (computed by multiplying the number of Shares originally purchasable thereunder, reduced by the number of such Shares which have theretofore been purchased
thereunder, by the original option price per share before any of the adjustments herein provided for) shall not be changed. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In
the event of a change in the Common Stock as presently constituted which is limited to a change of the Company's authorized shares with a par value into the same number of shares with
a different par value or without par value, the shares resulting from any such change will be deemed to be the Common Stock within the meaning of this Plan and no adjustment will be required pursuant
to this Section&nbsp;IV.B. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
foregoing adjustments shall be made by the Committee, whose determination in that respect shall be final, binding and conclusive. Except as expressly provided in this
Section&nbsp;IV.B, a Non-Employee Director shall have no rights by reason of any subdivision or consolidation of shares of stock of any class or the payment of any stock dividend or any
other increase or decrease in the number of shares of stock of any class. </FONT></P>

<P><FONT SIZE=2><B>V.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Definitions.  </B></FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The following terms shall have the meanings set forth below when used herein: </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"</FONT><FONT
SIZE=2><I>Code</I></FONT><FONT SIZE=2>" means the Internal Revenue Code of 1986, as amended. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"</FONT><FONT
SIZE=2><I>Committee</I></FONT><FONT SIZE=2>" means the Nominating and Governance Committee of the Board, any successor committee of the Board performing similar functions
or, in the absence of such a committee, the Board. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"</FONT><FONT
SIZE=2><I>Common Stock</I></FONT><FONT SIZE=2>" means the Common Stock, par value $.01 per share, of the Company. </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"</FONT><FONT
SIZE=2><I>Disability</I></FONT><FONT SIZE=2>" means a mental or physical condition which, in the opinion of the Committee, renders a Non-Employee Director
unable or incompetent to carry out his or her duties as a member of the Board and which is expected to be permanent or for an indefinite duration. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"</FONT><FONT
SIZE=2><I>Dividend Equivalent Right</I></FONT><FONT SIZE=2>" means an unfunded and unsecured promise to pay a cash amount equal to the regular cash dividends that would be
paid on a Share of Common Stock underlying a Restricted Stock Unit if such Share had been delivered pursuant to the Restricted Stock Unit award. </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>2</FONT></P>

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<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"</FONT><FONT
SIZE=2><I>Election Shares</I></FONT><FONT SIZE=2>" means any Shares issued to a Non-Employee Director pursuant to the election of such person to receive such
Shares in lieu of cash compensation made in accordance with Section&nbsp;VIII.B. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"</FONT><FONT
SIZE=2><I>ERISA</I></FONT><FONT SIZE=2>" means the Employee Retirement Income Security Act of 1974, as amended. </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"</FONT><FONT
SIZE=2><I>Exchange Act</I></FONT><FONT SIZE=2>" means the Securities Exchange Act of 1934, as amended. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"</FONT><FONT
SIZE=2><I>Fair Market Value</I></FONT><FONT SIZE=2>" means the price at which a share of the Stock was last sold in the principal United States market for the Stock as of
the date for which fair market value is being determined. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"</FONT><FONT
SIZE=2><I>Initial Election Date</I></FONT><FONT SIZE=2>" means, for each Non-Employee Director, the later to occur of (i)&nbsp;the date the Plan is approved
and adopted by the Company's stockholders pursuant to Section&nbsp;XIII of the Plan, and (ii)&nbsp;the date of such member's initial election or appointment to the Board. </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"</FONT><FONT
SIZE=2><I>Non-Employee Director</I></FONT><FONT SIZE=2>" means each member of the Board who is not an officer or employee of the Company or any of its
Subsidiaries. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"</FONT><FONT
SIZE=2><I>Option</I></FONT><FONT SIZE=2>" means an option to purchase shares of Common Stock. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"</FONT><FONT
SIZE=2><I>Restricted Stock Unit</I></FONT><FONT SIZE=2>" or "RSU" means a restricted stock unit award, which represents an unfunded and unsecured promise to deliver a
Share of Common Stock in accordance with Article&nbsp;VI. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"</FONT><FONT
SIZE=2><I>Shares</I></FONT><FONT SIZE=2>" means shares of Common Stock. </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"</FONT><FONT
SIZE=2><I>Subsidiary</I></FONT><FONT SIZE=2>" means any partnership, corporation, association, limited liability company, joint stock company, trust, joint venture,
unincorporated organization or other business entity of which (i)&nbsp;if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any
contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by the Company or one or more of the other Subsidiaries of
the Company or a combination thereof, or (ii)&nbsp;if a partnership, association, limited liability company, joint stock company, trust, joint venture, unincorporated organization or other business
entity, a majority of the partnership or other similar equity ownership interest thereof is at the time owned or controlled, directly or indirectly, by the Company or one or more Subsidiaries of the
Company or a combination thereof. For purposes hereof, the Company or a Subsidiary shall be deemed to have a majority ownership interest in a partnership, association, limited liability company, joint
stock company, trust, joint venture, unincorporated organization or other business entity if the Company or such Subsidiary shall be allocated a majority of partnership, association, limited liability
company, joint stock company, trust, joint venture, unincorporated organization or other business entity gains or losses or shall be or control the managing director, the trustee, the manager or the
general partner of such partnership, association, limited liability company, joint stock company, trust, joint venture, unincorporated organization or other business entity. </FONT></P>

<P><FONT SIZE=2><B>VI.&nbsp;&nbsp;&nbsp;Formula Restricted Stock Unit Grants for Non-Employee Directors.  </B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Annual Grant of Restricted Stock Units.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Beginning December&nbsp;1, 2004, on December&nbsp;1 of each year
2,000 RSUs shall automatically be granted to each Non-Employee Director serving on the Board on such date who has served in such capacity since June&nbsp;1 of such year. If any person
serving as a Non-Employee Director on June&nbsp;1 of 2004 or any subsequent year ceases to serve as a director of the Company prior to December&nbsp;1 of such year, such director shall
be automatically granted on his or her last day of service a number of RSUs equal to (i)&nbsp;2,000 </FONT><FONT SIZE=2><I>multiplied by</I></FONT><FONT SIZE=2> (ii)&nbsp;a fraction, the
numerator of which is the number of full calendar months such Non-Employee Director has served on the Board during the period beginning on such June&nbsp;1 and ending on such director's
last date of service and the denominator of which is 6. </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>3</FONT></P>

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<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;B.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Grant for Newly Appointed Directors.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;If after June&nbsp;1, 2004 a Non-Employee Director is
initially elected or appointed to the Board effective on any date other than June&nbsp;1, such Non-Employee Director shall automatically be granted, on the June&nbsp;1 following the
date he or she joins the Board (or such earlier date as he or she ceases to serve as a director), a number of RSUs equal to (i)&nbsp;2,000 </FONT><FONT SIZE=2><I>multiplied
by</I></FONT><FONT SIZE=2> (ii)&nbsp;a fraction, the numerator of which is the number of full calendar months such Non-Employee Director has served on the Board during the period
beginning on the date such director joined the Board and ending on the following May&nbsp;31 (or such earlier date as he or she ceases to serve as a director) and the denominator of which is 6;
provided that such fraction shall in no event be greater than one. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;C.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Delivery of Shares.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Unless otherwise determined by the Board, the Non-Employee Director shall be
entitled to delivery of Shares that underlie the RSUs then outstanding (which amount shall be rounded to the nearest whole number to avoid delivery of fractional Shares) upon the earlier of
(i)&nbsp;the date of the Non-Employee Director's death or Disability, and (ii)&nbsp;one year after the date on which the Non-Employee Director is no longer serving as a
director of the Company. Delivery of Shares shall be effected by book entry credit to the Non-Employee Director's account with the Company's transfer agent. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;D.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Restrictions.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;A Non-Employee Director shall have only the rights of a general unsecured creditor
of the Company and shall have no rights as a shareholder of the Company with respect to the RSUs. Upon delivery of Shares pursuant to Section&nbsp;VI.C the Non-Employee Director will
obtain full voting and other rights as a shareholder of the Company. The RSUs granted pursuant to this Section&nbsp;VI shall be fully vested but may not be sold, transferred, pledged, assigned, or
otherwise alienated at any time. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;E.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Dividend Equivalent Rights.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Each RSU shall include a Dividend Equivalent Right that shall entitle the
Non-Employee Director to receive at or as soon as practicable after the time of distribution of any regular cash dividend paid by the Company in respect of a Share the record date for
which occurs on or after the date such RSU is granted, a cash payment equal to such regular dividend payment as would have been made in respect of each Share underlying such RSU. Payment with
respect to a Dividend Equivalent Right shall be made only with respect to such RSUs that are outstanding on the dividend record date. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;F.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Sale of the Company.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;In the event of a merger of the Company with or into another corporation constituting a
change of control of the Company, a sale of all or substantially all of the Company's assets or a sale of a majority of the Company's outstanding voting securities (a "Sale of the Company"), the RSUs
may be assumed by the successor corporation or a parent of such successor corporation or substantially equivalent RSUs may be substituted by the successor corporation or a parent of such successor
corporation, and if the successor corporation does not assume the RSUs or substitute RSUs, then all outstanding RSUs shall immediately be payable in Shares upon consummation of the Sale of the
Company. The Company shall provide at least 30&nbsp;days prior written notice of the Sale of the Company to the holders of all outstanding RSUs, which notice shall state whether (a)&nbsp;the RSUs
will be assumed by the successor corporation or substantially equivalent RSUs will be substituted by the successor corporation, or (b)&nbsp;the RSUs are immediately payable upon consummation of the
Sale of the Company. </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>4</FONT></P>

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<P><FONT SIZE=2><A
NAME="page_lc3385_1_5"> </A> </FONT> <FONT SIZE=2><B>VII.&nbsp;Formula Stock Option Grants for Non-Employee Directors.  </B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Annual Grant of Options.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;On June&nbsp;1 of each year, beginning June&nbsp;1, 2001, Options to purchase
4,000 Shares shall automatically be granted to each Non-Employee Director serving on the Board on such date. If any such Non-Employee Director will be required to retire
(pursuant to the policies of the Board) during the 12&nbsp;month period beginning on the date of any grant (or if any such Non-Employee Director has notified the Board that he or she
intends to resign from the Board for any reason during the 12&nbsp;month period beginning on the date of any grant), such director shall instead be granted on June&nbsp;1 of the relevant year
Options to purchase a number of Shares equal to (i)&nbsp;4,000, </FONT><FONT SIZE=2><I>multiplied by</I></FONT><FONT SIZE=2> (ii)&nbsp;a fraction, the numerator of which is the number of full
calendar months such Non-Employee Director will serve on the Board during the period beginning on such June&nbsp;1 and ending on such director's last date of service and the denominator
of which is 12. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;B.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Grant for Newly Appointed Directors.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;If after June&nbsp;1, 2001 a Non-Employee Director is
initially elected or appointed to the Board effective on any date other than June&nbsp;1, such Non-Employee Director shall automatically be granted, on the date he or she joins the
Board, Options to purchase a number of Shares equal to (i)&nbsp;4,000, </FONT><FONT SIZE=2><I>multiplied by</I></FONT><FONT SIZE=2> (ii)&nbsp;a fraction, the numerator of which is the number of
full calendar months such Non-Employee Director will serve on the Board during the period beginning on the date such director joins the Board and ending on the following May&nbsp;31 and
the denominator of which is 12. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;C.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Option Exercise Price.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;The exercise price per Share for each Option shall be 100% of the Fair Market Value of
a Share on the date of grant, subject to Section&nbsp;IV.B. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;D.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Term of Options.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Each Option shall be exercisable for ten years after the date of grant, subject to
Section&nbsp;VII.F. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;E.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Conditions and Limitations on Exercise.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;</FONT></P>

<UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Vesting.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Each Option shall vest in three installments as follows: (i)&nbsp;on each of the first and second
anniversaries of the date of grant, as to one-third of the Shares subject to such Option (with any resulting fractional Share rounded to the nearest whole Share) and (ii)&nbsp;on the
third anniversary of the date of grant, as to the remaining unvested portion of such Option. Upon a Non-Employee Director's mandatory retirement pursuant to the policies of the Board, the
unvested portions of any outstanding Options held by such Non-Employee Director shall fully vest. Upon the termination of a Non-Employee Director's tenure for any other reason,
the unvested portions of any outstanding Options shall expire and no Options granted to such Non-Employee Director shall vest after the termination of such director's tenure on the Board. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Exercise.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Each Option shall be exercisable in one or more installments and shall not be exercisable for
less than 100 Shares, unless the exercise represents the entire remaining exercisable balance of a grant or grants. Each Option shall be exercised by delivery to the Company of written notice of
intent to purchase a specific number of Shares subject to the Option. The option price of any Shares as to which an Option shall be exercised shall be paid in full at the time of the exercise. Payment
may, at the election of the Non-Employee Director, be made in any one or any combination of the following forms: </FONT></P>

<UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;check
or wire transfer of funds in such form as may be satisfactory to the Committee; </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;delivery
of Shares valued at their Fair Market Value on the date of exercise or, if the date of exercise is not a business day, the next preceding business day; </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;&nbsp;through
simultaneous sale through a broker of unrestricted Shares acquired on exercise, as permitted under Regulation&nbsp;T of the Federal Reserve Board; or </FONT></P>

</UL>
</UL>
<P ALIGN="CENTER"><FONT SIZE=2>5</FONT></P>

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<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;&nbsp;&nbsp;by
authorizing the Company in his or her written notice of exercise to withhold from issuance a number of Shares issuable upon exercise of such Option which, when
multiplied by the Fair Market Value of Common Stock on the date of exercise (or, if the date of exercise is not a business day, the next preceding business day), is equal to the aggregate exercise
price payable with respect to the Option so exercised. </FONT></P>

</UL>
</UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In
the event a Non-Employee Director elects to pay the exercise price payable with respect to an Option pursuant to clause&nbsp;(b) above, (i)&nbsp;only a whole number of
Share(s) (and not fractional Shares) may be tendered in payment, (ii)&nbsp;such Non-Employee Director must present evidence acceptable to the Company that he or she has owned any such
Shares tendered in
payment of the exercise price (and that such Shares tendered have not been subject to any substantial risk of forfeiture) for at least six months prior to the date of exercise, and (iii)&nbsp;the
certificate(s) for all such Shares tendered in payment of the exercise price must be accompanied by duly executed instruments of transfer in a form acceptable to the Company. When payment of the
Option exercise price is made by the tender of Shares, the difference, if any, between the aggregate exercise price payable with respect to the Option being exercised and the Fair Market Value of the
Share(s) tendered in payment (plus any applicable taxes) shall be paid by check or wire transfer of funds. No Non-Employee Director may tender Shares having a Fair Market Value exceeding
the aggregate exercise price payable with respect to the Option being exercised. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In
the event a Non-Employee Director elects to pay the exercise price payable with respect to an Option pursuant to clause&nbsp;(d) above, (i)&nbsp;only a whole number of
Share(s) (and not fractional Shares) may be withheld in payment and (ii)&nbsp;such Non-Employee Director must present evidence acceptable to the Company that he or she has owned a number
of Shares at least equal to the number of Shares to be withheld in payment of the exercise price (and that such owned Shares have not been subject to any substantial risk of forfeiture) for at least
six months prior to the date of exercise. When payment of the Option exercise price is made by the withholding of Shares, the difference, if any, between the aggregate exercise price payable with
respect to the Option being exercised and the Fair Market Value of the Share(s) withheld in payment (plus any applicable taxes) shall be paid by check or wire transfer of funds. No
Non-Employee Director may authorize the withholding of Shares having a Fair Market Value exceeding the aggregate exercise price payable with respect to the Option being exercised. Any
withheld Shares shall no longer be issuable under such Option. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;F.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Additional Provisions.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;</FONT></P>

<UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Accelerated Expiration of Options Upon Termination of Directorship.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Upon the termination of a
Non-Employee Director's tenure for any reason, each outstanding vested and previously unexercised Option shall expire three months after the date of such termination; </FONT> <FONT SIZE=2><I>provided</I></FONT><FONT SIZE=2> that (a)&nbsp;upon the
termination of a Non-Employee Director's tenure as a result of death or Disability, each outstanding
vested and previously unexercised Option shall expire two years after the date of his or her termination as a director, and (b)&nbsp;upon the mandatory retirement of a Non-Employee
Director pursuant to the policies of the Board, each outstanding vested and previously unexercised Option shall expire five years after the date of his or her termination as a director. In no event
shall the provisions of this Section&nbsp;VII.F operate to extend the original expiration date of any Option. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Sale of the Company.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;In the event of a merger of the Company with or into another corporation constituting
a change of control of the Company, a sale of all or substantially all of the Company's assets or a sale of a majority of the Company's outstanding voting securities (a "Sale of the Company"), the
Options may be assumed by the successor corporation or a parent of such successor corporation or substantially equivalent options may be substituted by the successor corporation or a parent of such
successor corporation, and if the successor corporation does not assume the Options or substitute options, then all outstanding and unvested Options shall become </FONT></P>

</UL>
<P ALIGN="CENTER"><FONT SIZE=2>6</FONT></P>

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<UL>
<BR>

<P><FONT SIZE=2>immediately
exercisable and all outstanding Options shall terminate if not exercised as of the date of the Sale of the Company (or other prescribed period of time). The Company shall provide at least
30&nbsp;days prior written notice of the Sale of the Company to the holders of all outstanding Options, which notice shall state whether (a)&nbsp;the Options will be assumed by the successor
corporation or substantially equivalent options will be substituted by the successor corporation, or (b)&nbsp;the Options are thereafter vested and exercisable and will terminate if not exercised as
of the date of the Sale of the Company (or other prescribed period of time). </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii)</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Liquidation or Dissolution.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;In the event of the liquidation or dissolution of the Company, Options shall
terminate immediately prior to the liquidation or dissolution. </FONT></P>

</UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;G.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Grant of Reload Options.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;A Non-Employee Director who exercises all or any portion of an Option
granted under the Plan before June&nbsp;1, 2004 by the tender or withholding of Shares which have a Fair Market Value equal to not less than 100% of the exercise price for such Options (the
"</FONT><FONT SIZE=2><I>Exercised Options</I></FONT><FONT SIZE=2>") shall be granted, subject to Section&nbsp;IV, an additional option (a "</FONT><FONT SIZE=2><I>Reload
Option</I></FONT><FONT SIZE=2>") for a number of Shares equal to the sum of the number of Shares tendered or withheld in payment of the exercise price for the Exercised Options. Options granted on and
after June&nbsp;1, 2004 shall not provide for the grant of a Reload Option upon exercise. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Reload
Options shall be subject to the following terms and conditions: </FONT></P>

<UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;&nbsp;&nbsp;&nbsp;the
grant date for each Reload Option shall be the date of exercise of the Exercised Option to which it relates; </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;&nbsp;&nbsp;subject
to clause&nbsp;(iii) below, the Reload Option may be exercised at any time during the unexpired term of the Exercised Option (subject to earlier termination
thereof as provided in the Plan); and </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii)&nbsp;&nbsp;the
other terms of the Reload Option shall be the same as the terms of the Exercised Option to which it relates and shall be subject to the provisions of the Plan,
except that (a)&nbsp;the option price shall be the Fair Market Value of the Shares on the grant date of the Reload Option, (b)&nbsp;no Reload Option
may be exercised within six months from the grant date thereof, and (c)&nbsp;no other Reload Option shall be granted upon exercise of such Reload Option. </FONT></P>

</UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;H.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Non-Qualified Stock Options.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;All Options granted under the Plan shall be
non-qualified options not entitled to special tax treatment under Code Section&nbsp;422, as may be amended from time to time. </FONT></P>

<P><FONT SIZE=2><B>VIII.&nbsp;Election to Receive Stock in Lieu of Cash Compensation  </B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;General.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;A Non-Employee Director may elect to reduce the cash compensation otherwise payable for
services to be rendered by him or her as a director for any period beginning on June&nbsp;1 and continuing to the following May&nbsp;31 (or such other period for which cash compensation is payable
to Non-Employee Directors pursuant to the policies of the Board), beginning June&nbsp;1, 1996 and to receive in lieu thereof Election Shares as provided in this Section&nbsp;VIII. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;B.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Election.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;By the later of (i)&nbsp;the date of the Company's annual meeting of stockholders next preceding
the June&nbsp;1 to which such election relates (but in no event less than five business days prior to such June&nbsp;1) and (ii)&nbsp;such Non-Employee Director's Initial Election
Date, each Non-Employee Director may make an irrevocable election to receive, in lieu of all or a specified percentage (which percentage shall be in 10% increments) of the cash
compensation to which such director would otherwise be entitled as a member of the Board and any committee thereof (including the annual retainer fee and any meeting or other fees payable for services
on the Board or any committee thereof, but excluding any reimbursement for out-of-pocket expenses) for the year beginning the following June&nbsp;1 (or such other period for
which cash compensation is payable to such Non-Employee Director </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>7</FONT></P>

<HR NOSHADE>
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<BR>

<P><FONT SIZE=2>pursuant
to the policies of the Board), an equivalent value in Election Shares granted in accordance with this Section&nbsp;VIII. An election shall be effective (i)&nbsp;if made in accordance with
clause&nbsp;(i) of the preceding sentence, beginning on the June&nbsp;1 following such election; and (ii)&nbsp;if made on such Non-Employee Director's Initial Election Date,
immediately. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Each
such election shall (i)&nbsp;be in writing in a form prescribed by the Company, (ii)&nbsp;specify the amount of cash compensation to be received in the form of Election Shares
(expressed as a percentage of the compensation otherwise payable in cash), and (iii)&nbsp;be delivered to the Secretary of the Company. Such election may not be revoked or changed thereafter except
as to compensation for services to be
rendered in any 12&nbsp;month period beginning on any June&nbsp;1 at least six months following such revocation or new election. </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;C.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Issuance of Common Stock.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;If a Non-Employee Director elects pursuant to Section&nbsp;VIII.B
above to receive Election Shares, there shall be issued to such director promptly following each subsequent June&nbsp;1 for which such election is effective (or promptly following the first day of
such other period for which such election is effective) a number of Election Shares equal to the amount of compensation otherwise payable for the 12&nbsp;month period beginning on such June&nbsp;1
(or the other period for which such election is effective) divided by the Fair Market Value of the Election Shares on such June&nbsp;1 (or on the first day of such other period). To the extent that
the application of the foregoing formula would result in fractional shares of Common Stock being issuable, cash will be paid to the Non-Employee Director in lieu of such fractional
Election Shares based upon the Fair Market Value of such fractional Election Share. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;D.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Compliance with Exchange Act.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;The election to receive Election Shares is intended to comply in all respects
with Rule&nbsp;16b-3(d)(1) promulgated under Section&nbsp;16(b) of the Exchange Act such that the issuance of Election Shares under the Plan on a grant date occurring at least six
months after the election shall be exempt from Section&nbsp;16(b) of the Exchange Act. </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;E.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Grant Date.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;The grant date for each Election Share for the Non-Employee Director electing such
option shall be the first day of the period to which such election relates and is effective. </FONT></P>

<P><FONT SIZE=2><B>IX.&nbsp;&nbsp;&nbsp;Miscellaneous Provisions.  </B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Rights of Non-Employee Directors.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;No Non-Employee Director shall be entitled under
the Plan to voting rights, dividends or other rights of a stockholder prior to the issuance of Common Stock. Neither the Plan nor any action taken hereunder shall be construed as giving any
Non-Employee Director any right to be retained in the service of the Company. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;B.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Limitations on Transfer and Exercise.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;All Options granted under the Plan shall not be transferable by the
Non-Employee Director, other than by will or the laws of descent and distribution or pursuant to a qualified domestic relations order, as defined by Section&nbsp;1 </FONT> <FONT SIZE=2><I>et seq,</I></FONT><FONT SIZE=2> of the Code, Title&nbsp;I of
ERISA or the rules and regulations thereunder, and shall be exercisable during the Non-Employee
Director's lifetime only by such Non-Employee Director or by such Non-Employee Director's guardian or other legal representative; </FONT><FONT SIZE=2><I>provided,
however,</I></FONT><FONT SIZE=2> that the vested portions of Options may be transferred by the Non-Employee Director during his lifetime to (a)&nbsp;any member of his immediate family,
(b)&nbsp;to a trust established for the exclusive benefit of himself or one or more members of his immediate family, or (c)&nbsp;to a partnership, the partners of which are limited to the
Non-Employee Director and members of his immediate family. A transfer of an Option pursuant to this paragraph may only be effected by the Company at the written request of a
Non-Employee Director and shall become effective only when recorded in the Company's record of outstanding Options. In the event an Option is transferred as contemplated in this paragraph,
any Reload Options associated with such transferred Option shall terminate, and such transferred Option may not be subsequently transferred by the transferee except by will or the laws of descent and
distribution. Otherwise, a transferred Option shall continue to be governed by and subject to the terms and limitations of the Plan and the relevant grant, and the </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>8</FONT></P>

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<BR>

<P><FONT SIZE=2>transferee
shall be entitled to the same rights as the Non-Employee Director, as if no transfer had taken place. As used in this paragraph, "immediate family" shall mean, with respect to
any person, his/her spouse, any child, stepchild or grandchild, and shall include relationships arising from legal adoption. </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;C.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Compliance with Laws.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;No shares of Common Stock shall be issued hereunder unless counsel for the Company
shall be satisfied that such issuance will be in compliance with applicable federal, state, local and foreign securities, securities exchange and other applicable laws and requirements. Each Share
delivered pursuant to Section&nbsp;VI or granted pursuant to Section&nbsp;VIII and each Option granted pursuant to Section&nbsp;VII shall be subject to the requirement that if at any time the
Committee shall determine, in its discretion, that the listing, registration or qualification of the Shares delivered, granted or subject to the Option upon any securities exchange or under any state
or federal securities or other law or regulation, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition to or in connection with the granting or
delivery of such Share, such Option or the issuance or purchase of Shares thereunder, no such Share may be issued or delivered and no Option may be exercised or paid in Common Stock, 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 Committee. The holder of an RSU, Share or
Option will supply the Company with such certificates, representations and information as the Company shall request and shall otherwise cooperate with the Company in obtaining such listing,
registration, qualification, consent or approval. The Committee may at any time impose any limitations upon the delivery of a Share pursuant to an RSU, the sale of a Share or the exercise of an Option
or the sale of the Shares delivered pursuant to an RSU or issued upon exercise of an Option that, in the Committee's discretion, are necessary or desirable in order to comply with Section&nbsp;16(b)
of the Exchange Act and the rules and regulations thereunder. The Committee may at any time impose additional limitations, or may amend or delete the existing limitations, upon the exercise of Options
by the tender or withholding of Shares in accordance with Section&nbsp;VII.E (including an amendment or deletion of the related ownership period for Shares specified in such Section), if such
additional, amended or deleted limitations are necessary, desirable or no
longer required (as the case may be) to remain in compliance with applicable accounting pronouncements relating to the treatment of the plan as a fixed plan for accounting purposes. </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;D.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Payment of Withholding Tax.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Whenever Shares are to be delivered pursuant to Section&nbsp;VI or issued
pursuant to Section&nbsp;VIII of the Plan or upon exercise of Options issued pursuant to Section&nbsp;VII of the Plan, the Company shall be entitled to require as a condition of delivery
(i)&nbsp;that the participant remit an amount sufficient to satisfy all federal, state and local withholding tax requirements related thereto, (ii)&nbsp;the withholding of Shares due to the
participant under the Plan with a Fair Market Value equal to such amount, or (iii)&nbsp;any combination of the foregoing. </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;E.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Expenses.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;The expenses of the Plan shall be borne by the Company and its Subsidiaries. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;F.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Deemed Acceptance, Ratification and Consent.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;By accepting any Common Stock hereunder or other benefit under
the Plan, each Non-Employee Director and each person claiming under or through him or her shall be conclusively deemed to have indicated his or her acceptance and ratification of, and
consent to, any action taken under the Plan by the Company, the Board or the Committee. </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;G.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Securities Act Registration.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;The Company shall use its best efforts to cause to be filed under the Securities
Act of 1933, as amended, a registration statement covering the Shares issued, and issuable upon delivery of Shares pursuant to RSUs and exercise of Options granted, under the Plan. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;H.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Governing Law.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;The provisions of the Plan shall be governed by and construed in accordance with the laws of
the State of Delaware. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;I.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Election Shares.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Pending the grant of Election Shares hereunder, all compensation earned by a
Non-Employee Director with respect to which an election to receive the grant of Election Shares </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>9</FONT></P>

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<BR>

<P><FONT SIZE=2>pursuant
to Section&nbsp;VIII.B has been made shall be the property of such director and shall be paid to him or her in cash in the event that Election Shares are not granted by the Company
hereunder. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;J.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Headings; Construction.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Headings are given to the sections of the Plan solely as a convenience to facilitate
reference. Such headings, numbering and paragraphing shall not in any case be deemed in any way material or relevant to the construction of the Plan or any provisions hereof. The use of the singular
shall also include within its meaning the plural, where appropriate, and </FONT><FONT SIZE=2><I>vice versa</I></FONT><FONT SIZE=2>. </FONT></P>

<P><FONT SIZE=2><B>X.&nbsp;&nbsp;&nbsp;&nbsp;This section intentionally left blank.  </B></FONT></P>


<P><FONT SIZE=2><B>XI.&nbsp;&nbsp;&nbsp;Amendment.  </B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Plan may be amended at any time and from time to time by resolution of the Board as the Board shall deem advisable; </FONT> <FONT SIZE=2><I>provided</I></FONT><FONT SIZE=2>,
</FONT><FONT SIZE=2><I>however</I></FONT><FONT SIZE=2>, that no amendment shall become effective without stockholder approval if such
stockholder approval is required by law, rule or regulation. No amendment of the Plan shall materially and adversely affect any right of any participant with respect to any Options, Shares or RSUs
theretofore granted under the Plan without such participant's written consent, except for any modifications required to maintain compliance with any federal or state statute or regulation. </FONT></P>


<P><FONT SIZE=2><B>XII.&nbsp;Termination.  </B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Plan shall terminate upon the earlier of the following dates or events to occur: </FONT></P>

<UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;&nbsp;&nbsp;&nbsp;upon
the adoption of a resolution of the Board terminating the Plan; and </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;&nbsp;&nbsp;ten
years from the date the Plan is initially approved and adopted by the stockholders of the Company in accordance with Article&nbsp;XIII. </FONT></P>

</UL>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Except
as specifically provided herein, no termination of the Plan shall materially and adversely affect any of the rights or obligations of any person without his or her consent with
respect to any Options, Shares or RSUs theretofore granted under the Plan. </FONT></P>

<P><FONT SIZE=2><B>XIII.&nbsp;Stockholder Approval and Adoption.  </B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Plan was originally adopted by the Board on March&nbsp;12, 1996 and was approved and adopted at a meeting of the stockholders of the Company held on
May&nbsp;21, 1996. The Plan was amended and restated by the Board at meetings held on November&nbsp;12, 1996, August&nbsp;14, 1997 and, in connection with a 2-for-1 stock
split in the form of a dividend, effective as of July&nbsp;2, 1998. The Plan was further amended and restated by the Board at meetings held on November&nbsp;10, 1998, on September&nbsp;18, 2000,
effective as of June&nbsp;1, 2001 and on September&nbsp;8, 2003 effective as of June&nbsp;1, 2004. Until June&nbsp;1, 2004, the Plan as amended and restated on September&nbsp;18, 2000,
effective as of June&nbsp;1, 2001 remained in effect. The Plan was further amended and restated by the Board at meetings held on November&nbsp;9, 2004 and September&nbsp;10, 2006. </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>10</FONT></P>

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