WYETH
2005 STOCK INCENTIVE PLAN
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<FILENAME>incentiveplan.htm
<DESCRIPTION>2005 STOCK INCENTIVE PLAN
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<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>WYETH </FONT></H1>

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<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>2005 STOCK INCENTIVE
PLAN </FONT></H1>

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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(As approved by
stockholders at the 2005 Annual Meeting) </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section
1. Purpose. </B>The purpose of the 2005 Stock Incentive Plan (the &#147;Plan&#148;) is to
provide favorable opportunities for officers and other key employees
(&#147;Participants&#148;) of Wyeth (the &#147;Company&#148;) and its subsidiaries to
acquire shares of Common Stock of the Company and to benefit from the appreciation
thereof. Such opportunities should provide an increased incentive for Participants to
contribute to the future success and prosperity of the Company, thus enhancing the value
of the stock for the benefit of the stockholders, and increase the ability of the Company
to attract and retain individuals of exceptional skill upon whom, in large measure, its
sustained progress, growth and profitability depend. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant
to the Plan, options to purchase the Company&#146;s Common Stock (&#147;Options&#148;) and
Restricted Stock (as defined in Section 6) may be granted to Participants by the Company.
Options granted under the Plan may be either incentive stock options, as defined in
Section 422(b) of the Internal Revenue Code of 1986, as amended (the &#147;Code&#148;),
herein referred to as &#147;incentive stock options,&#148; or options which do not meet
the requirements of Section 422(b) of the Code, herein referred to as &#147;non-qualified
stock options&#148;. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;It
is intended, except as otherwise provided herein, that incentive stock options may be
granted under the Plan and that such incentive stock options shall conform to the
requirements of Section 422 and 424 of the Code and to the provisions of this Plan and
shall otherwise be as determined by the Committee (as hereinafter defined). The terms
&#147;subsidiaries&#148; and &#147;subsidiary corporation&#148; shall have the meanings
given to them by Section 424 of the Code. All section references to the Code in this Plan
are intended to include any amendments or substitutions therefor subsequent to the
adoption of the Plan. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section
2. Administration.</B> The Plan shall be administered by a Compensation and Benefits
Committee (the &#147;Committee&#148;) consisting of two or more members of the Board of
Directors of the Company (the &#147;Board&#148;), each of whom shall meet the requirements
for (i) a &#147;non-employee director&#148; within the meaning of Rule 16b-3 under the
Securities Exchange Act of 1934, as amended (the &#147;Exchange Act&#148;), (ii) an
&#147;outside director&#148; within the meaning of Section 162(m) of the Code and (iii) an
&#147;independent director&#148; under the New York Stock Exchange listing rules and any
other required independence standards. The Committee shall have full authority to grant
Options and Restricted Stock, to interpret the Plan and to make such rules and regulations
and establish such procedures as it deems appropriate for the administration of the Plan,
taking into consideration the recommendations of management. The decisions of the
Committee shall be binding and conclusive for all purposes and upon all persons unless and
except to the extent that the Board shall have previously directed that all or specified
types of decisions of the Committee shall be subject to approval by the Board.
Notwithstanding the foregoing and anything else in the Plan to the contrary, the
Committee, in its sole discretion, may delegate the Committee&#146;s authority and duties
under the Plan to the Chief Executive Officer of the Company, or to any other committee,
in either case to the extent permitted under applicable law, under such conditions and
limitations as the Board or the Committee may from time to time establish, except that
only the Committee may make any determinations regarding awards to Participants who are
subject to Section 16 of the Exchange Act. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section
3. Number of Shares.</B> The total number of shares which may be sold or awarded under the
Plan shall not exceed 45 million shares of the Company&#146;s Common Stock, of which up to
6 million may be granted as Restricted Stock. The total number of shares for which Options
may be granted under the Plan to any Participant during any one fiscal year of the Company
shall not exceed 4.5 million. The shares may be authorized and unissued or issued and
reacquired shares, as the Board from time to time may determine. Shares with respect to
which Options are not exercised prior to termination of the Option, or that are part of a
Restricted Stock award that is forfeited before the restrictions lapse, shall again be
available for Options and Restricted Stock thereafter granted under the Plan, to the
fullest extent permitted by law. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section
4. Participation.</B> The Committee may, from time to time, grant Options and Restricted
Stock to Participants and shall determine the number of shares subject to each grant. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section
5. Terms and Conditions of Options.</B> The terms and conditions of each Option shall be
set forth in an agreement or agreements between the Company and the Participant. Such
terms and conditions shall include the following as well as such other provisions, not
inconsistent with the Plan, as may be deemed advisable by the Committee: </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <B>Number of Shares.</B> The number of shares subject to the Option. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <B>Option Price.</B> The option price per share (the &#147;Option Price&#148;)
          shall not be less than 100% of the Fair Market Value of a share of the
          Company&#146;s Common Stock on the date the Option is granted. The &#147;Fair
          Market Value&#148; of the Common Stock as of any date shall be deemed to be the
          mean between the highest and lowest sale prices of the Common Stock on the
          Consolidated Transaction Reporting System on such date, or if such date is not a
          trading day, on the most recent trading day prior to such date. Once granted,
          except as provided in Section 7, the Option Price of outstanding Options may not
          be reduced, whether by repricing, exchange or otherwise. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <B>Date of Grant.</B> The date of grant of an Option shall be the date when the
          Committee meets and awards such Option, or such later date as the Committee
          shall designate. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <B>Payment.</B> The Option Price multiplied by the number of shares to be
          purchased by exercise of an Option shall be paid upon the exercise thereof.
          Unless the terms of an Option provide to the contrary, upon exercise, the
          aggregate Option Price shall be payable (i) in cash equal to such aggregate
          Option Price, (ii) in shares of the Company&#146;s Common Stock owned by the
          Participant (which, for so long as necessary to avoid adverse accounting
          treatment, must have been held by the Participant at least six months) having a
          Fair Market Value on the day immediately preceding the date of exercise at least
          equal to such aggregate Option Price, (iii) a combination of the above methods,
          or (iv) by any other means approved by the Committee, including under any
          approved cashless exercise mechanism. Payment of the aggregate Option Price
          shall be made and received by the Company prior to the delivery of the shares as
          to which the Option was exercised. The right to deliver, in full or partial
          payment of the Option Price, any consideration other than cash shall be limited
          to such frequency as the Committee shall determine in its absolute discretion. A
          Participant shall have none of the rights of a stockholder with respect to an
          Option until the shares of Common Stock underlying such Option are issued to him
          or her. In order to be validly exercised, the aggregate Option Price and all
          necessary exercise documentation must be submitted to the Company or its
          designated agent not later than the close of trading on the date of expiration
          of the Option or, if such date is not a trading day, the close of trading on the
          last trading day prior to the date of expiration of the Option. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <B>Term of Options.</B> Each Option granted pursuant to the Plan shall be for
          the term specified in the applicable option agreement (the &#147;Option
          Agreement&#148;). </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(f)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <B>Exercise of Option.</B> Unless otherwise provided in the applicable Option
          Agreement, (i) no Option granted under the Plan may be exercisable earlier than
          the later of (A) one year from the date of grant or (B) the date on which the
          Participant completes two years of continuous employment with the Company or one
          or more of its subsidiaries, and (ii) in the event of a Participant&#146;s
          death, Retirement (as defined below) or Disability (as defined below), any
          Options held by such Participant shall become exercisable on his or her
          Retirement date, the date his or her employment terminates on account of
          Disability or the date of his or her death provided he or she has been in the
          continuous employment of the Company or one or more of its subsidiaries for at
          least two years at such time. No Option may be exercised after it is terminated
          as provided in paragraph (g) of this Section, and no Option may be exercised
          unless the Participant is then employed by the Company or any of its
          subsidiaries and shall have been continuously employed by the Company or one or
          more of such subsidiaries since the date of the grant of his or her Option,
          except (x) as provided in paragraph (g) of this Section, and (y) in the case of
          the Participant&#146;s Retirement or Disability (in which case the Participant
          may exercise the Option to the extent he or she was entitled to exercise it at
          the time of such termination or such shorter period as may be provided in the
          Option Agreement) or death (in which case the Option may be exercised by the
          Participant&#146;s legal representative or legatee or such other person
          designated by an appropriate court as the person entitled to exercise such
          Option to the extent the Participant was entitled to exercise it at the time of
          his or her death). As used herein, &#147;Retirement&#148; shall mean termination
          of the Participant&#146;s full-time employment on or after the earliest
          retirement age under any qualified retirement plan of the Company or its
          subsidiaries which covers the Participant, or age 55 with 5 continuous years of
          such employment if there is no such plan, and &#147;Disability&#148; shall mean
          termination of the Participant&#146;s full-time employment for reason of
          disability for purposes of at least one qualified retirement plan or long term
          disability plan maintained by the Company or its subsidiaries in which the
          Participant participates. Non-qualified stock options and incentive stock
          options may be exercised regardless of whether other Options granted to the
          Participant pursuant to the Plan are outstanding or whether other stock options
          granted to the Participant pursuant to any other plan are outstanding. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(g)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <B>Termination of Options.</B> Unless otherwise provided in the applicable
          Option Agreement, an Option, to the extent not validly exercised, shall
          terminate at the end of its stated term or, if earlier, upon the occurrence of
          the first of the following events: </FONT></P>

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               <TD ALIGN=RIGHT WIDTH=5%></TD>
               <TD WIDTH=95%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
               Three months after termination by the Company or one of its subsidiaries of the
               Participant&#146;s employment for any reason other than in the case of death,
               Retirement, Disability, or deliberate gross misconduct determined in the sole
               discretion of the Committee, during which three month period the Option may be
               exercised by the Participant to the extent the Participant was entitled to
               exercise it at the time of such termination; </FONT></P></TD>
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               <TD WIDTH=95%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
               Concurrently with the time of termination by the Company or one of its
               subsidiaries of the Participant&#146;s employment for deliberate gross
               misconduct determined in the sole discretion of the Committee (for purposes only
               of this subparagraph (ii) an Option shall be deemed to be exercised when the
               Participant has received the stock certificate (or valid instructions in the
               case of delivery of uncertificated shares) representing the shares for which the
               Option was exercised); or </FONT></P></TD>
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               <TD WIDTH=95%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(iii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
               Concurrently with the time of a Participant&#146;s voluntary termination of his
               or her employment with the Company or one of its subsidiaries for reasons other
               than Retirement or Disability. </FONT></P></TD>
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<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=95%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Notwithstanding
the above, no Option shall be exercisable after termination of employment unless the
Participant shall have, for the entire time period during which his or her Options were
exercisable, (a) refrained from becoming or serving as an officer, director, partner or
employee of any individual proprietorship, partnership or corporation, or the owner of a
business, or a member of a partnership which conducts a business in competition with the
Company or renders a service (including without limitation, advertising agencies and
business consultants) to competitors with any portion of the business of the Company, (b)
made himself or herself available, if so requested by the Company, at reasonable times and
upon a reasonable basis to consult with, supply information to, and otherwise cooperate
with, the Company and (c) refrained from engaging in deliberate action which, as
determined by the Committee, causes substantial harm to the interests of the Company or,
if occurring before termination of employment, would have otherwise constituted deliberate
gross misconduct for purposes of Section 5(g)(ii). If these conditions are not fulfilled,
the Participant shall forfeit all rights to any unexercised Option as of the date of the
breach of the condition. </FONT>
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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(h)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <B>Non-transferability of Options. </B> Options shall not be transferable by the
          Participant other than by will or the laws of descent and distribution, and
          Options shall during his or her lifetime be exercisable only by the Participant;
          <U>provided</U>, <U>however</U>, that the Committee may, in its sole discretion,
          allow for transfer of Options (other than incentive stock options, unless such
          transferability would not adversely affect incentive stock option tax treatment)
          but only for estate planning purposes. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <B>Applicable Laws or Regulations.</B> The Company&#146;s obligation to sell and
          deliver stock under the Option is subject to such compliance as the Company
          deems necessary or advisable with federal and state laws, rules and regulations. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(j)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <B>Limitations on Incentive Stock Options.</B> To the extent that the aggregate
          Fair Market Value of the Company&#146;s Common Stock, determined at the time of
          grant, with respect to which incentive stock options granted under this or any
          other Plan of the Company are exercisable for the first time by a Participant
          during any calendar year exceeds $100,000, or such other amount as may be
          permitted under the Code, such excess shall be considered non-qualified stock
          options. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Notwithstanding
anything in the Plan to the contrary, any incentive stock option granted to any
Participant who, at the time of grant, is the owner, directly or indirectly, of stock
possessing more than ten percent (10%) of the total combined voting power of all classes
of stock of the Company or any subsidiary thereof, shall (i) have a term not exceeding
five years from the date of grant and (ii) shall have an Option Price of not less than
110% of the Fair Market Value of the Company&#146;s Common Stock on the date the incentive
stock option is granted. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section
6. Restricted Stock Awards.</B> The Committee may, in its sole discretion, from time to
time, make awards of shares of the Company&#146;s Common Stock or awards of units
representing shares of the Company&#146;s Common Stock, to Participants in such quantity,
and on such terms, conditions and restrictions (whether based on performance standards,
periods of service or otherwise) as the Committee shall establish (&#147;Restricted
Stock&#148;). The terms, conditions and restrictions of any Restricted Stock award made
under this Plan shall be set forth in an agreement or agreements between the Company and
the Participant. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <B>Issuance of Restricted Stock.</B> The Committee shall determine the manner in
          which Restricted Stock shall be held during the period it is subject to
          restrictions. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <B>Stockholder Rights.</B> Beginning on the date of grant of the Restricted
          Stock award and subject to the execution of the applicable award agreement by a
          Participant and subject to the terms, conditions and restrictions of the
          applicable award agreement, the Committee shall determine to what extent the
          Participant has the rights of a stockholder of the Company including, but not
          limited to, whether the Participant has the right to vote the shares or to
          receive dividends or dividend equivalents. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <B>Restriction on Transferability.</B> No Restricted Stock award may be assigned
          or transferred, pledged or sold prior to their delivery to a Participant or, in
          the case of a Participant&#146;s death, to the Participant&#146;s legal
          representative or legatee or such other person designated by an appropriate
          court; provided, however, that the Committee may, in its sole discretion, allow
          for transfer of a Restricted Stock award but only for estate planning purposes. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <B>Delivery of Shares.</B> Upon the satisfaction of the terms, conditions and
          restrictions contained in the Restricted Stock award agreements or as otherwise
          determined by the Committee, the Company shall deliver, as soon as practicable,
          to the Participant (or permitted transferee), or in the case of his or her death
          to his or her legal representative or legatee or such other person designated by
          an appropriate court, a stock certificate (or proper crediting in uncertificated
          shares) for the appropriate number of shares of the Company&#146;s Common Stock,
          free of all such restrictions, except for any restrictions that may be imposed
          by law. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <B>Forfeiture of Restricted Stock.</B> Subject to Section 6(f), all of the
          shares or units with respect to a Restricted Stock award shall be forfeited and
          all rights of the Participant with respect to such shares or units shall
          terminate unless the Participant continues to be employed by the Company or its
          subsidiaries until the expiration of the forfeiture period and the satisfaction
          of any other conditions set forth in the applicable award agreement. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(f)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <B>Waiver of Forfeiture Period.</B> Notwithstanding any other provisions of the
          Plan, the Committee may, in its sole discretion, waive the forfeiture period and
          any other conditions set forth in any award agreement under certain
          circumstances (including the death, Disability or Retirement of the Participant
          or a material change in circumstances arising after the date of an award) and
          subject to such terms and conditions (including forfeiture of a proportionate
          number of the restricted shares) as the Committee shall deem appropriate. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section
7. Adjustment in Event of Change in Stock.</B> Subject to Section 8, in the event of a
stock split, stock dividend, cash dividend (other than a regular cash dividend),
combination of shares, merger, or other relevant change in the Company&#146;s
capitalization, the Committee shall, subject to the approval of the Board of Directors,
appropriately adjust the number and kind of shares available for issuance under the Plan
(including the number of shares that may be granted as Restricted Stock), the maximum
number of shares for which Options may be granted to any Participant during any one fiscal
year of the Company, the number, kind and Option Price of shares subject to outstanding
Options and the number and kind of shares subject to outstanding Restricted Stock awards;
provided, however, that to the extent permitted in the case of incentive stock options by
Sections 422 and 424 of the Code, in the event that the outstanding shares of Common Stock
of the Company are increased or decreased or changed into or exchanged for a different
number or kind of shares or other securities of the Company or of another corporation,
through reorganization, merger, consolidation, liquidation, recapitalization,
reclassification, stock split-up, combination of shares or dividend, appropriate
adjustment in the number and kind of shares as to which Options may be granted and as to
which Options or portions thereof then unexercised shall be exercisable, and in the Option
Price thereof, shall be made to the end that the proportionate number of shares or other
securities as to which Options may be granted and the Participant&#146;s proportionate
interests under outstanding Options shall be maintained as before the occurrence of such
event; provided, that any such adjustment in shares subject to outstanding Options
(including any adjustments in the Option Price) shall be made in such manner as not to
constitute a modification as defined by subsection (h)(3) of Section 424 of the Code; and
provided, further, that, in the event of an adjustment in the number or kind of shares
under a Restricted Stock award pursuant to this Section 7, any new shares or units issued
to the Participant in respect thereof shall be subject to the same terms, conditions and
restrictions as the underlying Restricted Stock award for which the adjustment was made. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section
8. Effect of a Change of Control.</B></FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          For purposes of this Section 8, &#147;Change of Control&#148; shall, unless the
          Board of Directors of the Company otherwise directs by resolution adopted prior
          thereto or, in the case of a particular award, the applicable award agreement
          states otherwise, be deemed to occur if (i) any &#147;person&#148; (as that term
          is used in Sections 13 and 14(d)(2) of the Exchange Act) other than a Permitted
          Holder (as defined below) is or becomes the beneficial owner (as that term is
          used in Section 13(d) of the Exchange Act), directly or indirectly, of 50% or
          more of either the outstanding shares of Common Stock or the combined voting
          power of the Company&#146;s then outstanding voting securities entitled to vote
          generally, (ii) during any period of two consecutive years, individuals who
          constitute the Board of Directors of the Company at the beginning of such period
          cease for any reason to constitute at least a majority thereof, unless the
          election or the nomination for election by the Company&#146;s stockholders of
          each new director was approved by a vote of at least three-quarters of the
          directors then still in office who were directors at the beginning of the period
          or (iii) the Company undergoes a liquidation or dissolution or a sale of all or
          substantially all of the assets of the Company. No merger, consolidation or
          corporate reorganization in which the owners of the combined voting power of the
          Company&#146;s then outstanding voting securities entitled to vote generally
          prior to said combination, own 50% or more of the resulting entity&#146;s
          outstanding voting securities shall, by itself, be considered a Change in
          Control. As used herein, &#147;Permitted Holder&#148; means (i) the Company,
          (ii) any corporation, partnership, trust or other entity controlled by the
          Company and (iii) any employee benefit plan (or related trust) sponsored or
          maintained by the Company or any such controlled entity. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          Except to the extent reflected in a particular Option Agreement or award
          agreement, in the event of a Change of Control: </FONT></P>

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          <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
               <TR VALIGN=TOP>
               <TD ALIGN=RIGHT WIDTH=5%></TD>
               <TD WIDTH=95%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
               notwithstanding any vesting schedule, or any other limitation on exercise or
               vesting, all outstanding Options shall immediately become 100% vested and
               exercisable, and the restrictions shall expire immediately with respect to 100%
               of all outstanding Restricted Stock awards; and </FONT></P></TD>
               </TR>
               </TABLE>
               <BR>

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          <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
               <TR VALIGN=TOP>
               <TD ALIGN=RIGHT WIDTH=5%></TD>
               <TD WIDTH=95%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
               the Committee may, in its discretion and upon at least 10 days advance notice to
               the affected persons, cancel any outstanding Options or Restricted Stock awards
               and pay to the holders thereof, in cash, the value of such awards based upon the
               highest price per share of Company Common Stock received or to be received by
               other stockholders of the Company in connection with the Change of Control. </FONT></P></TD>
               </TR>
               </TABLE>
               <BR>

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          <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
               <TR VALIGN=TOP>
               <TD ALIGN=RIGHT WIDTH=5%></TD>
               <TD WIDTH=95%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
               Notwithstanding any provision in the Plan to the contrary, the provisions of
               this Section 8 shall be administered in a manner that complies with Section 409A
               of the Code. </FONT></P></TD>
               </TR>
               </TABLE>
               <BR>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section
9. Amendment and Discontinuance.</B> The Board of Directors of the Company may from time
to time amend or revise the terms of the Plan, or may discontinue the Plan at any time as
permitted by law, provided, however, that such amendment shall not (except as provided in
Section 7), without further approval of the stockholders, (i) increase the aggregate
number of shares with respect to which awards may be made under the Plan; (ii) change the
manner of determining the Option Price (other than determining the Fair Market Value of
the Common Stock to conform with applicable provisions of the Code or regulations and
interpretations thereunder); (iii) extend the term of the Plan or the maximum period
during which any Option may be exercised or (iv) make any other change which, in the
absence of stockholder approval, would be prohibited by the listing requirements of the
national stock exchange on which the Common Stock is listed and traded, or would cause
awards granted under the Plan which are then outstanding, or which may be granted in the
future, and which are intended to qualify as performance-based compensation under Section
162(m) of the Code, to fail to meet the exemptions provided by Section 162(m) of the Code.
No amendments, revision or discontinuance of the Plan shall, without the consent of a
Participant, in any manner adversely affect his or her rights under any awards theretofore
granted under the Plan, <U>provided</U>, <U>however</U>, that the Committee reserves the
right to amend, revise or discontinue the Plan, any Option Agreement or award agreement,
any provision of the Plan, including, without limitation, Section 8, or any provision of
an Option Agreement or award agreement where such amendment, revision or discontinuance is
necessary or desirable to comply with any applicable law or to ensure that, with respect
to any Option, Restricted Stock award or the cash or shares of common stock into which
they are converted, the Participant is not subject to federal income tax prior to delivery
to such Participant or any additional tax under Section 409A of the Code. Notwithstanding
anything in the Plan to the contrary, the Plan shall be operated in compliance with
Section 409A of the Code. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section
10</B>. <B>Effective Date and Duration.</B> The Plan was adopted by the Board of Directors
of the Company on March 3, 2005, subject to approval by the stockholders of the Company at
a meeting to be held in April 2005. Neither the Plan nor any award shall become binding
until the Plan is approved by a vote of the stockholders in a manner which complies with
Sections 162(m) and 422(b)(1) of the Code. No Option may be granted and no stock may be
awarded under the Plan before March 3, 2005, nor after March 3, 2015. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section
11. Tax Withholding.</B> Notwithstanding any other provision of the Plan, the Company or
its subsidiaries, as appropriate, shall have the right to deduct from all awards under the
Plan cash and/or stock, valued at Fair Market Value on the date of payment, an amount
necessary to satisfy all federal, state or local taxes as required by law to be withheld
with respect to such awards. In the case of awards paid in the Company&#146;s Common
Stock, the Participant or permitted transferee may be required to pay to the Company or a
subsidiary thereof, as appropriate, the amount of any such taxes which the Company or
subsidiary is required to withhold, if any, with respect to such stock. Subject in
particular cases to the disapproval of the Committee, the Company may accept shares of the
Company&#146;s Common Stock of equivalent fair market value in payment of such withholding
tax obligations if the Participant elects to make payment in such manner. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section
12. Construction and Conditions.</B> The Plan and Options and Restricted Stock granted
thereunder shall be governed by and construed in accordance with the laws of the State of
Delaware and in accordance with such federal law as may be applicable. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Neither
the existence of the Plan nor the grant of any Options or Restricted Stock pursuant to the
Plan shall create in any Participant the right to continue to be employed by the Company
or its subsidiaries. Employment shall be &#147;at will&#148; and shall be terminable
&#147;at will&#148; by the Company or the Participant with or without cause. Any oral
statements or promises to the contrary are not binding upon the Company or the
Participant. </FONT></P>
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