MAKEMUSIC, INC.
EX-10.1
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<DIV align="right" style="font-size: 10pt; margin-top: 12pt"><B>Exhibit&nbsp;10.1</B>
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>MAKEMUSIC, INC.<BR>
2003 EQUITY INCENTIVE PLAN<BR>
(AS AMENDED THROUGH NOVEMBER 24, 2008)</B>
</DIV>


<DIV align="Center" style="font-size: 10pt; margin-top: 6pt"><B>SECTION 1.</B><BR>
<U><B>DEFINITIONS</B></U>

</DIV>

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

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&#147;Administrator&#148; shall mean the Board or the Committee, as the case may be.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&#147;Affiliate&#148; shall mean a Parent or Subsidiary of the Company.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&#147;Award&#148; shall mean any grant of an Option, Restricted Stock and Restricted Stock Unit
Awards, Stock Appreciation Right or Performance Award.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;&#147;Committee&#148; shall mean a Committee of two or more directors who shall be appointed by and
serve at the pleasure of the Board. If the Company&#146;s securities are registered pursuant to Section
12 of the Securities Exchange Act of 1934, as amended, then, to the extent necessary for compliance
with Rule&nbsp;16b-3, or any successor provision, each of the members of the Committee shall be a
&#147;non-employee director.&#148; Solely for purposes of this Section&nbsp;1(a), &#147;non-employee director&#148; shall
have the same meaning as set forth in Rule&nbsp;16b-3, or any successor provision, as then in effect, of
the General Rules and Regulations under the Securities Exchange Act of 1934, as amended. Further,
to the extent necessary for compliance with the limitations set forth in Internal Revenue Code
Section&nbsp;162(m), each of the members of the Committee shall be an &#147;outside director&#148; within the
meaning of Code Section 162(m) and the regulations issued thereunder.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;The &#147;Company&#148; shall mean MakeMusic, Inc., a Minnesota corporation.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f)&nbsp;&#147;Fair Market Value&#148; as of any date shall mean (i)&nbsp;if such stock is listed on the Nasdaq
National Market, Nasdaq SmallCap Market, or an established stock exchange, the price of such stock
at the close of the regular trading session of such market or exchange on such date, as reported by
<U>The Wall Street Journal</U> or a comparable reporting service, or, if no sale of such stock
shall have occurred on such date, on the next preceding day on which there was a sale of stock;
(ii)&nbsp;if such stock is not so listed on the Nasdaq National Market, Nasdaq SmallCap Market, or an
established stock exchange, the average of the closing &#147;bid&#148; and &#147;asked&#148; prices quoted by the OTC
Bulletin Board, the National Quotation Bureau, or any comparable reporting service on such date or,
if there are no quoted &#147;bid&#148; and &#147;asked&#148; prices on such date, on the next preceding date for which
there are such quotes; or (iii)&nbsp;if such stock is not publicly traded as of such date, the per share
value as determined by the Board, or the Committee, in its sole discretion by applying principles
of valuation with respect to the Company&#146;s Common Stock.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(g)&nbsp;The &#147;Internal Revenue Code&#148; is the Internal Revenue Code of 1986, as amended from time to
time.
</DIV>

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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(h)&nbsp;&#147;Option&#148; means an incentive stock option or nonqualified stock option granted pursuant to
the Plan.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;&#147;Option Stock,&#148; &#147;Stock&#148; or &#147;Common Stock&#148; shall mean Common Stock of the Company (subject
to adjustment as described in Section&nbsp;14) reserved for Options, Restricted Stock Awards, Stock
Appreciation Rights and Performance Shares pursuant to this Plan.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(j)&nbsp;&#147;Parent&#148; shall mean any corporation which owns, directly or indirectly in an unbroken
chain, fifty percent (50%) or more of the total voting power of the Company&#146;s outstanding stock.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(k)&nbsp;The &#147;Participant&#148; means a key employee of the Company or any Subsidiary to whom an
incentive stock option has been granted pursuant to Section&nbsp;9; a consultant or advisor to, or
director, key employee or officer, of the Company or any Subsidiary to whom a nonqualified stock
option has been granted pursuant to Section&nbsp;10; or a consultant or advisor to, or director, key
employee or officer, of the Company or any Subsidiary to whom a Restricted Stock or Restricted
Stock Unit Award has been granted pursuant to Section&nbsp;11; or a consultant or advisor to, or
director, key employee or officer, of the Company or any Subsidiary to whom a Performance Award has
been granted pursuant to Section&nbsp;12; or a consultant or advisor to, or director, key employee or
officer, of the Company or any Subsidiary to whom a Stock Appreciation Right has been granted
pursuant to Section&nbsp;13.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(l)&nbsp;&#147;Performance Award&#148; shall mean any Performance Shares or Performance Units granted
pursuant to Section&nbsp;12 hereof.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(m)&nbsp;&#147;Performance Period&#148; shall mean the period, established at the time any Performance Award
is granted or at any time thereafter, during which any performance goals specified by the
Administrator with respect to such Performance Award are to be measured.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(n)&nbsp;&#147;Performance Share&#148; shall mean any grant pursuant to Section&nbsp;12 hereof of an award, which
value, if any, shall be paid to a Participant by delivery shares of Common Stock of the Company
upon achievement of such performance goals during the Performance Period as the Administrator shall
establish at the time of such grant or thereafter.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(o)&nbsp;&#147;Performance Unit&#148; shall mean any grant pursuant to Section&nbsp;12 hereof of an award, which
value, if any, shall be paid to a Participant by delivery of cash upon achievement of such
performance goals during the Performance Period as the Administrator shall establish at the time of
such grant or thereafter.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(p)&nbsp;The &#147;Plan&#148; means the MakeMusic, Inc. 2003 Equity Incentive Plan, as amended hereafter from
time to time, including the form of Agreements as they may be modified by the Administrator from
time to time.
</DIV>

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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(q)&nbsp;&#147;Restricted Stock Award&#148; shall mean any grant of restricted shares of Common Stock of the
Company pursuant to Section&nbsp;11 hereof.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(r)&nbsp;&#147;Restricted Stock Unit Award&#148; shall mean any grant of restricted stock units pursuant to
Section&nbsp;11 hereof.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(s)&nbsp;&#147;Stock Appreciation Right&#148; shall mean a grant pursuant to Section&nbsp;13 hereof.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(t)&nbsp;A &#147;Subsidiary&#148; shall mean any corporation of which fifty percent (50%) or more of the
total voting power of outstanding stock is owned, directly or indirectly in an unbroken chain, by
the Company.
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>SECTION 2.</B><BR>
<U><B>PURPOSE</B></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 success of the Company and its Subsidiaries by
facilitating the employment and retention of competent personnel and by furnishing incentive to
officers, directors, employees, consultants, and advisors upon whose efforts the success of the
Company and its Subsidiaries will depend to a large degree.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;It is the intention of the Company to carry out the Plan through the granting of Options which
will qualify as &#147;incentive stock options&#148; under the provisions of Section&nbsp;422 of the Internal
Revenue Code, or any successor provision, pursuant to Section&nbsp;9 of this Plan, through the granting
of Options that are &#147;nonqualified stock options&#148; pursuant to Section&nbsp;10 of this Plan, through the
granting of Restricted Stock Awards pursuant to Section&nbsp;11 of this Plan, through the granting of
Performance Awards pursuant to Section&nbsp;12 of this Agreement and through the granting of Stock
Appreciation Rights pursuant to Section&nbsp;13 hereof. Adoption of this Plan shall be and is expressly
subject to the condition of approval by the shareholders of the Company within twelve (12)&nbsp;months
before or after the adoption of the Plan by the Board of Directors. In no event shall any Options,
Restricted Stock or Restricted Stock Unit Awards, Performance Awards or Stock Appreciation Rights
be granted prior to the date this Plan is approved by the shareholders of the Company.
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>SECTION 3.</B><BR>
<U><B>EFFECTIVE DATE OF PLAN</B></U>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Plan shall be effective as of the date of adoption by the Board of Directors, subject to
approval by the shareholders of the Company as required in Section&nbsp;2.
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>SECTION 4.</B><BR>
<U><B>ADMINISTRATION</B></U>
</DIV>



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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Plan shall be administered by the Board of Directors of the Company (hereinafter referred
to as the &#147;Board&#148;) or by a Committee which may be appointed by the Board from time to time to
administer the Plan (hereinafter collectively referred to as the &#147;Administrator&#148;). Except as otherwise provided herein, the Administrator shall have all of the powers vested in it
under the provisions of the Plan, including but not limited to exclusive authority to determine, in
its sole discretion, whether an Award shall be granted; the individuals to whom, and the time or
times at which, such Awards shall be granted; the number of shares subject to each such Award, the
performance criteria, if any, and any other terms and conditions of each Award. The Administrator
shall have full power and authority to administer and interpret the Plan, to make and amend rules,
regulations and guidelines for administering the Plan, to prescribe the form and conditions of the
respective Awards (which may vary from Participant to Participant) evidencing each Award, and to
make all other determinations necessary or advisable for the administration of the Plan. The
Administrator&#146;s interpretation of the Plan, and all actions taken and determinations made by the
Administrator pursuant to the power vested in it hereunder, shall be conclusive and binding on all
parties concerned.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;No member of the Board or the Committee shall be liable for any action taken or determination
made in good faith in connection with the administration of the Plan. In the event the Board
appoints a Committee as provided hereunder, any action of the Committee with respect to the
administration of the Plan shall be taken pursuant to a majority vote of the Committee members or
pursuant to the written resolution of all Committee members.
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>SECTION 5.</B><BR>
<U><B>PARTICIPANTS</B></U>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Administrator shall from time to time, at its discretion and without approval of the
shareholders, designate those employees, officers, directors, consultants, and advisors of the
Company or of any Subsidiary to whom Awards shall be granted under this Plan; provided, however,
that consultants or advisors shall not be eligible to receive Awards hereunder unless such
consultant or advisor renders bona fide services to the Company or Subsidiary and such services are
not in connection with the offer or sale of securities in a capital raising transaction and do not
directly or indirectly promote or maintain a market for the Company&#146;s securities. The
Administrator shall, from time to time, at its discretion and without approval of the shareholders,
designate those employees of the Company or any Subsidiary to whom Awards shall be granted under
this Plan. The Administrator may grant additional Awards under this Plan to some or all
Participants then holding Awards, or may grant Awards solely or partially to new Participants. In
designating Participants, the Administrator shall also determine the number of shares subject to
each Award granted to each Participant and, with respect to Performance Awards, the performance
criteria applicable to each Participant. The Administrator may from time to time designate
individuals as being ineligible to participate in the Plan.
</DIV>

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<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>SECTION 6.</B><BR>
<U><B>STOCK</B></U>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The capital stock to be issued under this Plan shall consist of authorized but unissued shares
of Stock. One Million Five Hundred Thousand (1,500,000) shares of Stock shall be
reserved and available for Awards under the Plan; provided, however, that the total number of
shares of Stock reserved for Awards under this Plan shall be subject to adjustment as provided in
Section&nbsp;14 of the Plan. In the event that any outstanding Option, Stock Appreciation Right,
Performance Share Award or Restricted Stock or Restricted Stock Unit Award under the Plan for any
reason expires or is terminated prior to the exercise of the Option or Stock Appreciation Right,
prior to the achievement of the performance criteria under the Performance Share Award, or prior to
the lapsing of the risks of forfeiture on the Restricted Stock or Restricted Stock Unit Awards, the
shares of Stock allocable to the unexercised portion of such Option or Stock Appreciation Right, to
the unearned portion of the Performance Share Award or to the forfeited portion of the Restricted
Stock or Restricted Stock Unit Award shall continue to be reserved for Options, Stock Appreciation
Rights, Performance Share Awards and Restricted Stock and Restricted Stock Unit Awards under the
Plan and may be optioned or awarded hereunder.
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>SECTION 7.</B><BR>
<U><B>DURATION OF PLAN</B></U>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Incentive stock options may be granted pursuant to the Plan from time to time during a period
of ten (10)&nbsp;years from the effective date as defined in Section&nbsp;3. Other Awards may be granted
pursuant to the Plan from time to time after the effective date of the Plan and until the Plan is
discontinued or terminated by the Board.
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>SECTION 8.</B><BR>
<U><B>PAYMENT </B></U>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;Participants may pay for shares of Stock of the Company upon exercise of Options granted
pursuant to this Plan by (i)&nbsp;cash, (ii)&nbsp;personal check, (iii)&nbsp;certified check, (iv)&nbsp;if approved by
the Administrator in its sole discretion, delivery to the Company of previously-owned shares of
Common Stock, (v)&nbsp;if approved by the Administrator in its sole discretion and permitted by the
Option Agreement governing the Award, requesting that shares of Common Stock otherwise issuable
upon exercise of the Option be withheld, (vi)&nbsp;such other form of payment as may be authorized by
the Administrator, or (vii)&nbsp;any combination thereof. If shares of Common Stock are tendered or
withheld as payment, the Administrator shall use the Fair Market Value of such shares as of the
date the Option is exercised to calculate the number of shares equal to the total exercise price of
the shares being purchased. The Administrator may, in its sole discretion, limit the forms of
payment available to the Participant and may exercise such discretion any time prior to the
termination of the Option granted to the Participant or upon any exercise of the Option by the
Participant.
</DIV>

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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;With respect to payment in the form of Common Stock, the Administrator may require advance
approval or adopt such rules as it deems necessary to assure compliance with Rule&nbsp;16b-3, or any
successor provision, as then in effect, of the General Rules and Regulations under the Securities
Exchange Act of 1934, if applicable.
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>SECTION 9.</B><BR>
<U><B>TERMS AND CONDITIONS OF INCENTIVE STOCK OPTIONS</B></U>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Each incentive stock option granted pursuant to this Section&nbsp;9 shall be evidenced by a written
stock option agreement (the &#147;Option Agreement&#148;). The Option Agreement shall be in such form as may
be approved from time to time by the Administrator and may vary from Participant to Participant;
provided, however, that each Participant and each Option Agreement shall comply with and be subject
to the following terms and conditions:
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;<U>Number of Shares and Option Price</U>. The Option Agreement shall state the total
number of shares covered by the incentive stock option. Except as permitted by Section 424(d) of
the Internal Revenue Code, or any successor provision, the option price per share shall not be less
than one hundred percent (100%) of the per share Fair Market Value of the Company&#146;s Common Stock on
the date the Administrator grants the option; provided, however, that if a Participant owns stock
possessing more than ten percent (10%) of the total combined voting power of all classes of stock
of the Company or of its Parent or any Subsidiary, the option price per share of an incentive stock
option granted to such Participant shall not be less than one hundred ten percent (110%) of the per
share Fair Market Value of the Company&#146;s Common Stock on the date of the grant of the option. The
Administrator shall have full authority and discretion in establishing the option price and shall
be fully protected in so doing.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;<U>Term and Exercisability of Incentive Stock Option</U>. The term during which any
incentive stock option granted under the Plan may be exercised shall be established in each case by
the Administrator. In no event shall any incentive stock option be exercisable during a term of
more than ten (10)&nbsp;years after the date on which it is granted; provided, however, that if a
Participant owns stock possessing more than ten percent (10%) of the total combined voting power of
all classes of stock of the Company or of its Parent or any Subsidiary, the incentive stock option
granted to such Participant shall be exercisable during a term of not more than five (5)&nbsp;years
after the date on which it is granted.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Option Agreement shall state when the incentive stock option becomes exercisable and shall
also state the maximum term during which such option may be exercised. In the event an incentive
stock option is exercisable immediately, the manner of exercise of such option in the event it is
not exercised in full immediately shall be specified in the Option Agreement. The Administrator
may accelerate the exercisability of any incentive stock option granted hereunder which is not
immediately exercisable as of the date of grant.
</DIV>


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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;<U>Nontransferability</U>. No incentive stock option shall be transferable, in whole or
in part, by the Participant other than by will or by the laws of descent and distribution. During
the Participant&#146;s lifetime, the incentive stock option may be exercised only by the Participant.
If the Participant shall attempt any transfer of any incentive stock option granted under the Plan
during the Participant&#146;s lifetime, such transfer shall be void and the incentive stock option, to
the extent not fully exercised, shall terminate.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;<U>No Rights as Shareholder</U>. A Participant (or the Participant&#146;s successor or
successors) shall have no rights as a shareholder with respect to any shares covered by an
incentive stock option until the date of the issuance of a stock certificate evidencing such
shares. No adjustment shall be made for dividends (ordinary or extraordinary, whether in cash,
securities or other property), distributions or other rights for which the record date is prior to
the date such stock certificate is actually issued (except as otherwise provided in Section&nbsp;14 of
the Plan).
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;<U>Withholding</U>. The Company or its Affiliate shall be entitled to withhold and
deduct from future wages of the Participant all legally required amounts necessary to satisfy any
and all withholding and employment-related taxes attributable to the Participant&#146;s exercise of an
incentive stock option or a &#147;disqualifying disposition&#148; of shares acquired through the exercise of
an incentive stock option as defined in Code Section&nbsp;421(b). In the event the Participant is
required under the Option Agreement to pay the Company or its Affiliate, or make arrangements
satisfactory to the Company or its Affiliate respecting payment of, such withholding and
employment-related taxes, the Administrator may, in its discretion and pursuant to such rules as it
may adopt, permit the Participant to satisfy such obligation, in whole or in part, by electing to
have the Company or its Affiliate withhold shares of Option Stock otherwise issuable to the
Participant as a result of the exercise of the incentive stock option having a Fair Market Value
equal to the minimum required tax withholding, based on the minimum statutory withholding rates for
federal and state tax purposes, including payroll taxes, that are applicable to the supplemental
income resulting from such exercise. In no event may the Company or its Affiliate withhold shares
having a Fair Market Value in excess of such statutory minimum required tax withholding. The
Participant&#146;s election to have shares withheld for this purpose shall be made on or before the date
the incentive stock option is exercised or, if later, the date that the amount of tax to be
withheld is determined under applicable tax law. Such election shall be approved by the
Administrator and otherwise comply with such rules as the Administrator may adopt to assure
compliance with Rule&nbsp;16b-3, or any successor provision, as then in effect, of the General Rules and
Regulations under the Securities Exchange Act of 1934, if applicable.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f)&nbsp;<U>Other Provisions</U>. The Option Agreement authorized under this Section&nbsp;9 shall
contain such other provisions as the Administrator shall deem advisable. Any such Option Agreement
shall contain such limitations and restrictions upon the exercise of the Option as shall be
necessary to ensure that such Option will be considered an &#147;incentive stock option&#148; as defined in
Section&nbsp;422 of the Internal Revenue Code or to conform to any change therein.
</DIV>

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<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>SECTION 10.</B><BR>
<U><B>TERMS AND CONDITIONS OF NONQUALIFIED STOCK OPTIONS</B></U>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Each nonqualified stock option granted pursuant to this Section&nbsp;10 shall be evidenced by a
written Option Agreement. The Option Agreement shall be in such form as may be approved from time
to time by the Administrator and may vary from Participant to Participant; provided, however, that
each Participant and each Option Agreement shall comply with and be subject to the following terms
and conditions:
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;<U>Number of Shares and Option Price</U>. The Option Agreement shall state the total
number of shares covered by the nonqualified stock option. Unless otherwise determined by the
Administrator, the option price per share shall be one hundred percent (100%) of the per share Fair
Market Value of the Company&#146;s Common Stock on the date the Administrator grants the option.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;<U>Term and Exercisability of Nonqualified Stock Option</U>. The term during which any
nonqualified stock option granted under the Plan may be exercised shall be established in each case
by the Administrator. The Option Agreement shall state when the nonqualified stock option becomes
exercisable and shall also state the maximum term during which such option may be exercised. In
the event a nonqualified stock option is exercisable immediately, the manner of exercise of such
option in the event it is not exercised in full immediately shall be specified in the Option
Agreement. The Administrator may accelerate the exercisability of any nonqualified stock option
granted hereunder which is not immediately exercisable as of the date of grant.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;<U>Transferability</U>. The Administrator may, in its sole discretion, permit the
Participant to transfer any or all nonqualified stock options to any member of the Participant&#146;s
&#147;immediate family&#148; as such term is defined in Rule&nbsp;16a-1(e) promulgated under the Securities
Exchange Act of 1934, or any successor provision, or to one or more trusts whose beneficiaries are
members of such Participant&#146;s &#147;immediate family&#148; or partnerships in which such family members are
the only partners; provided, however, that the Participant cannot receive any consideration for the
transfer and such transferred nonqualified stock option shall continue to be subject to the same
terms and conditions as were applicable to such nonqualified stock option immediately prior to its
transfer.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;<U>No Rights as Shareholder</U>. A Participant (or the Participant&#146;s successor or
successors) shall have no rights as a shareholder with respect to any shares covered by a
nonqualified stock option until the date of the issuance of a stock certificate evidencing such
shares. No adjustment shall be made for dividends (ordinary or extraordinary, whether in cash,
securities or other property), distributions or other rights for which the record date is prior to
the date such stock certificate is actually issued (except as otherwise provided in Section&nbsp;14 of
the Plan).
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;<U>Withholding</U>. The Company or its Affiliate shall be entitled to withhold and
deduct from future wages of the Participant all legally required amounts necessary to satisfy any
and all withholding and employment-related taxes attributable to the Participant&#146;s exercise of a
nonqualified stock option. In the event the Participant is required under the Option Agreement to
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">pay the Company or its Affiliate, or make arrangements satisfactory to the Company or its Affiliate
respecting payment of, such withholding and employment-related taxes, the Administrator may, in its
discretion and pursuant to such rules as it may adopt, permit the Participant to satisfy such
obligation, in whole or in part, by electing to have the Company or its Affiliate withhold shares
of Option Stock otherwise issuable to the Participant as a result of the exercise of the
nonqualified stock option having a Fair Market Value equal to the minimum required tax withholding,
based on the minimum statutory withholding rates for federal and state tax purposes, including
payroll taxes, that are applicable to the supplemental income resulting from such exercise. In no
event may the Company or its Affiliate withhold shares having a Fair Market Value in excess of such
statutory minimum required tax withholding. The Participant&#146;s
election to have shares withheld for this purpose shall be made on or before the date the
nonqualified stock option is exercised or, if later, the date that the amount of tax to be withheld
is determined under applicable tax law. Such election shall be approved by the Administrator and
otherwise comply with such rules as the Administrator may adopt to assure compliance with Rule
16b-3, or any successor provision, as then in effect, of the General Rules and Regulations under
the Securities Exchange Act of 1934, if applicable.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f)&nbsp;<U>Other Provisions</U>. The Option Agreement authorized under this Section&nbsp;10 shall
contain such other provisions as the Administrator shall deem advisable.
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>SECTION 11.</B><BR>
<U><B>RESTRICTED STOCK AND RESTRICTED STOCK UNIT AWARDS</B></U>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Each Restricted Stock/Restricted Stock Unit Award granted pursuant to the Plan shall be
evidenced by a written restricted stock/restricted stock unit agreement (the &#145;Restricted Stock
Agreement&#146; or &#145;Restricted Unit Agreement,&#146; as the case may be). The Restricted Stock Agreement or
Restricted Stock Unit Agreement shall be in such form as may be approved from time to time by the
Administrator and may vary from Participant to Participant; provided, however, that each
Participant and each Restricted Stock Agreement or Restricted Stock Unit Agreement shall comply
with and be subject to the following terms and conditions:
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;<U>Number of Shares</U>. The Restricted Stock Agreement or Restricted Stock Unit
Agreement shall state the total number of shares of Stock covered by the Restricted
Stock/Restricted Stock Unit Award.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;<U>Risks of Forfeiture or Vesting</U>. The Restricted Stock Agreement or Restricted
Stock Unit Agreement shall set forth the risks of forfeiture or vesting schedule, if any, which
shall apply to the shares of Stock covered by the Restricted Stock or Restricted Stock Unit Award,
respectively, and shall specify the manner in which such risks of forfeiture shall lapse or vesting
shall occur.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">(i)&nbsp;To the extent that the Administrator determines it to be desirable to qualify
Restricted Stock or Restricted Stock Unit Awards granted hereunder as
&#147;performance-based compensation&#148; within the meaning of Code Section&nbsp;162(m), the
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">risks of forfeiture shall be based on the achievement of one or more Performance
Objectives established in writing by the Administrator. For purposes of this
Section&nbsp;11(b)(i), &#147;Performance Objectives&#148; shall be limited to any one, or a
combination of, (i)&nbsp;revenue, (ii)&nbsp;net income, (iii)&nbsp;stockholders&#146; equity, (iv)
earnings per share, (v)&nbsp;return on equity, (vi)&nbsp;return on assets, (vii)&nbsp;total
shareholder return, (viii)&nbsp;net operating income, (ix)&nbsp;cost controls, (x)&nbsp;cash flow,
(xi)&nbsp;increase in revenue, (xii)&nbsp;increase in share price or earnings, (xiii)&nbsp;return
on investment, (xiv)&nbsp;department or business unit performance goals, or (xv)&nbsp;increase
in market share, in all cases including, if selected by the Administrator, minimum
threshold, target and maximum levels.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">(ii)&nbsp;The Administrator may, in its sole discretion, and to the extent permitted by
applicable tax and securities laws and regulations, accelerate the date on which the
risks of forfeiture shall lapse or vesting shall occur, but only with respect to
those shares of Stock which remain subject to such restrictions as of the effective
date of the acceleration.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;<U>Issuance of Shares; Rights as Shareholder</U>.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">(i)&nbsp;With respect to a Restricted Stock Award, the Company shall cause to be issued
one or more stock certificates representing such shares of Stock in the
Participant&#146;s name, and shall hold such certificates until such time as the risk of
forfeiture and other transfer restrictions set forth in the Participant&#146;s Restricted
Stock Agreement shall have lapsed with respect to the shares represented by a
certificate. The Company shall place a legend on such certificates describing the
risks of forfeiture and other transfer restrictions set forth in the Participant&#146;s
Restricted Stock Agreement and providing for the cancellation of such certificates
if the shares of Stock subject to the restricted stock award are forfeited. Until
the risks of forfeiture have lapsed or the shares subject to such Restricted Stock
Award have been forfeited, the Participant shall be entitled to vote the shares of
Stock represented by such stock certificates and shall receive all dividends
attributable to such shares, but the Participant shall not have any other rights as
a shareholder with respect to such shares.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">(ii)&nbsp;With respect to a Restricted Stock Unit Award, as vesting occurs, the
Administrator shall cause to be issued one or more stock certificates in the
Participant&#146;s name and shall deliver such certificates to the Participant in
satisfaction of such Restricted Stock Units. Until the Restricted Stock Units vest,
the Participant shall not be entitled to vote any shares of stock which may be
acquired through the Restricted Stock Units, shall not receive any dividends
attributable to such shares, and shall not have any other rights as a shareholder
with respect to such shares.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;<U>Withholding Taxes</U>. The Company or its Affiliate shall be entitled to withhold and
deduct from future wages of the Participant all legally required amounts necessary to satisfy any
and
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">all withholding and employment-related taxes attributable to the Participant&#146;s Restricted
Stock/Restricted Stock Unit Award. In the event the Participant is required under the Restricted
Stock Agreement or Restricted Stock Unit Agreement to pay the Company or its Affiliate, or make
arrangements satisfactory to the Company or its Affiliate respecting payment of, such withholding
and employment-related taxes, the Administrator may, in its discretion and pursuant to such rules
as it may adopt, require the Participant to satisfy such obligations, in whole or in part, by
delivering shares of Stock received pursuant to a restricted stock/restricted stock unit award on
which the risks of forfeiture have lapsed or to permit the Participant to satisfy such obligations,
in whole or in part, by delivering shares of Common Stock, including shares of Stock received
pursuant to a Restricted Stock/Restricted Stock Unit Award on which the risks of forfeiture have
lapsed. Such shares shall have a Fair Market Value equal to the minimum required tax withholding,
based on the minimum statutory withholding rates for federal and state tax purposes, including
payroll taxes, that are
applicable to the supplemental income resulting from the lapsing of the risks of forfeiture on such
Restricted Stock/Restricted Stock Unit. In no event may the Participant deliver shares having a
Fair Market Value in excess of such statutory minimum required tax withholding. The Participant&#146;s
election to deliver shares of Common Stock for this purpose shall be made on or before the date
that the amount of tax to be withheld is determined under applicable tax law. Such election shall
be approved by the Administrator and otherwise comply with such rules as the Administrator may
adopt to assure compliance with Rule&nbsp;16b-3, or any successor provision, as then in effect, of the
General Rules and Regulations under the Securities Exchange Act of 1934, if applicable.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f)&nbsp;<U>Nontransferability</U>. No Restricted Stock/Restricted Stock Unit Award shall be
transferable, in whole or in part, by the Participant, other than by will or by the laws of descent
and distribution, prior to the lapse of the risks of forfeiture or satisfaction of the vesting
conditions described in the Restricted Stock Agreement or Restricted Stock Unit Agreement. If the
Participant shall attempt any transfer of any Restricted Stock/Restricted Stock Unit Award granted
under the Plan prior to such date, such transfer shall be void and the Restricted Stock/Restricted
Stock Unit Award shall terminate.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(g)&nbsp;<U>Other Provisions</U>. The Restricted Stock Agreement or Restricted Stock Unit
Agreement authorized under this Section&nbsp;11 shall contain such other provisions as the Administrator
shall deem advisable.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(h)&nbsp;<U>Delay of Payment for Section&nbsp;162(m)</U>. In the event the Administrator reasonably
anticipates that the Company&#146;s income tax deduction with respect to the vesting of any Restricted
Stock Award or any issuance of shares of Stock required by a Restricted Stock Unit Award would be
limited or eliminated by Code Section&nbsp;162(m), the Administrator may, subject to such terms and
conditions as determined by the Administrator, delay all or a portion of the vesting or issuance of
such shares of Stock until the earlier of (i)&nbsp;the date at which the Administrator reasonably
anticipates that the corresponding income tax deduction will not be so limited or eliminated, and
(ii)&nbsp;the Participant&#146;s separation from service, as such term is defined in Code Section&nbsp;409A and
the regulations, notices and other guidance of general applicability issued thereunder.
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;<U>Limitation on Restricted Stock or Restricted Stock Units</U>. In no event shall any
Participant receive during any one fiscal year Restricted Stock or Restricted Stock Unit Awards for
a number of shares that is greater than (i)&nbsp;175% of the Participant&#146;s base salary in effect on the
date of the grant of the Award, divided by (ii)&nbsp;the Fair Market Value of the Stock on the date of
the grant of the Award.
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>SECTION 12.</B><BR>
<U><B>PERFORMANCE AWARDS</B></U>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Each Performance Award granted pursuant to this Section&nbsp;12 shall be evidenced by a written
agreement (the &#147;Performance Award Agreement&#148;). The Performance Award Agreement shall be in such
form as may be approved from time to time by the Administrator and may vary from Participant to
Participant; provided, however, that each Participant and each Performance Award Agreement shall
comply with and be subject to the following terms and conditions:
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;<U>Awards</U>. Performance Awards in the form of Performance Units or Performance Shares
may be granted to any Participant in the Plan. Performance Units shall consist of monetary awards
which may be earned or become vested in whole or in part if the Company achieves certain goals
established by the Administrator over a specified Performance Period. Performance Shares shall
consist of shares of Stock or other Awards denominated in shares of Stock that may be earned or
become vested in whole or in part if the Company achieves certain goals established by the
Administrator over a specified Performance Period.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;<U>Performance Goals, Performance Period and Payment</U>. The Performance Award
Agreement shall set forth:
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;the number of Performance Units or Performance Shares subject to the Performance Award,
and the dollar value of each Performance Unit;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;one or more performance goals established by the Administrator based on any one, or
combination of, earnings per share, return on equity, return on assets, total shareholder return,
net operating income, cash flow, increase in revenue, economic value added, increase in share price
or cash flow return on investment, including threshold, target and maximum levels;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii)&nbsp;the Performance Period over which Performance Units or Performance Shares may be earned
or may become vested;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iv)&nbsp;the extent to which partial achievement of the goal(s) may result in a payment or vesting
of the Performance Award, as determined by the Administrator; and
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(v)&nbsp;the date upon which payment of Performance Units will be made or Performance Shares will
be issued, as the case may be, and the extent to which such payment or the receipt of such Shares
may be deferred.
</DIV>


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<DIV style="font-family: 'Times New Roman',Times,serif">




<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;<U>Regulatory Compliance</U>. This Section&nbsp;12 is intended to comply with the
performance-based compensation requirements of Section 162(m) of the Internal Revenue Code and
shall be interpreted in accordance with the rules and regulations thereunder.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;<U>Withholding Taxes</U>. The Company or its Affiliate shall be entitled to withhold and
deduct from future wages of the Participant all legally required amounts necessary to satisfy any
and all withholding and employment-related taxes attributable to the Participant&#146;s Performance Award.
In the event the Participant is required under the Performance Award Agreement to pay the Company
or its Affiliate, or make arrangements satisfactory to the Company or its Affiliate respecting
payment of, such withholding and employment-related taxes, the Administrator may, in its discretion
and pursuant to such rules as it may adopt, permit the Participant to satisfy such obligations, in
whole or in part, by delivering shares of Common Stock. Such shares shall have a Fair Market Value
equal to the minimum required tax withholding, based on the minimum statutory withholding rates for
federal and state tax purposes, including payroll taxes. In no event may the Participant deliver
shares having a Fair Market Value in excess of such statutory minimum required tax withholding.
The Participant&#146;s election to deliver shares of Common Stock for this purpose shall be made on or
before the date that the amount of tax to be withheld is determined under applicable tax law. Such
election shall be approved by the Administrator and otherwise comply with such rules as the
Administrator may adopt to assure compliance with Rule&nbsp;16b-3, or any successor provision, as then
in effect, of the General Rules and Regulations under the Securities Exchange Act of 1934, if
applicable.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;<U>Nontransferability</U>. No Performance Award shall be transferable, in whole or in
part, by the Participant, other than by will or by the laws of descent and distribution. If the
Participant shall attempt any transfer of any Performance Award granted under the Plan, such
transfer shall be void and the Performance Award shall terminate.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f)&nbsp;<U>No Rights as Shareholder</U>. A Participant (or the Participant&#146;s successor or
successors) shall have no rights as a shareholder with respect to any shares covered by a
Performance Award until the date of the issuance of a stock certificate evidencing such shares. No
adjustment shall be made for dividends (ordinary or extraordinary, whether in cash, securities or
other property), distributions or other rights for which the record date is prior to the date such
stock certificate is actually issued (except as otherwise provided in Section&nbsp;14 of the Plan).
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(g)&nbsp;<U>Other Provisions</U>. The Performance Award Agreement authorized under this Section
12 shall contain such other provisions as the Administrator shall deem advisable.
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>SECTION 13.</B><BR>
<U><B>STOCK APPRECIATION RIGHTS</B></U>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Each Stock Appreciation Right granted pursuant to this Section&nbsp;13 shall be evidenced by a
written agreement (the &#147;Stock Appreciation Agreement&#148;). The Stock Appreciation Agreement shall
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">be in such form as may be approved from time to time by the Administrator and may vary from
Participant to Participant; provided, however, that each Participant and each Stock Appreciation
Agreement shall comply with and be subject to the following terms and conditions:
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;<U>Awards</U>. A Stock Appreciation Right shall entitle the Participant to receive, upon
exercise, cash, shares of Stock, or any combination thereof, having a value equal to the excess of
(i)&nbsp;the Fair Market Value of a specified number of shares of Stock on the date of such exercise,
over (ii)&nbsp;a specified exercise price. Unless otherwise determined by the Administrator, the
specified exercise price shall not be less than 100% of the Fair Market Value of such shares of
Stock on the date of grant of the Stock Appreciation Right. A Stock Appreciation Right may be
granted independent of or in tandem with a previously or contemporaneously granted Option.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;<U>Term and Exercisability</U>. The term during which any Stock Appreciation Right
granted under the Plan may be exercised shall be established in each case by the Administrator.
The Stock Appreciation Agreement shall state when the Stock Appreciation Right becomes exercisable
and shall also state the maximum term during which such Stock Appreciation Right may be exercised.
In the event a Stock Appreciation Right is exercisable immediately, the manner of exercise of such
Stock Appreciation Right in the event it is not exercised in full immediately shall be specified in
the Stock Appreciation Agreement. The Administrator may accelerate the exercisability of any
Stock Appreciation Right granted hereunder which is not immediately exercisable as of the date of
grant. If a Stock Appreciation Right is granted in tandem with an Option, Stock Appreciation
Agreement shall set forth the extent to which the exercise of all or a portion of the Stock
Appreciation Right shall cancel a corresponding portion of the Option, and the extent to which the
exercise of all or a portion of the Option shall cancel a corresponding portion of the Stock
Appreciation Right.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;<U>Withholding Taxes</U>. The Company or its Affiliate shall be entitled to withhold and
deduct from future wages of the Participant all legally required amounts necessary to satisfy any
and all withholding and employment-related taxes attributable to the Participant&#146;s Stock
Appreciation Right. In the event the Participant is required under the Stock Appreciation Right to
pay the Company or its Affiliate, or make arrangements satisfactory to the Company or its Affiliate
respecting payment of, such withholding and employment-related taxes, the Administrator may, in its
discretion and pursuant to such rules as it may adopt, permit the Participant to satisfy such
obligations, in whole or in part, by delivering shares of Common Stock. Such shares shall have a
Fair Market Value equal to the minimum required tax withholding, based on the minimum statutory
withholding rates for federal and state tax purposes, including payroll taxes. In no event may the
Participant deliver shares having a Fair Market Value in excess of such statutory minimum required
tax withholding. The Participant&#146;s election to deliver shares of Common Stock for this purpose
shall be made on or before the date that the amount of tax to be withheld is determined under
applicable tax law. Such election shall be approved by the Administrator and otherwise comply with
such rules as the Administrator may adopt to assure compliance with Rule&nbsp;16b-3, or any successor
provision, as then in effect, of the General Rules and Regulations under the Securities Exchange
Act of 1934, if applicable.
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;<U>Nontransferability</U>. No Stock Appreciation Right shall be transferable, in whole
or in part, by the Participant, other than by will or by the laws of descent and distribution. If
the Participant shall attempt any transfer of any Stock Appreciation Right granted under the Plan,
such transfer shall be void and the Stock Appreciation Right shall terminate.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;<U>No Rights as Shareholder</U>. A Participant (or the Participant&#146;s successor or
successors) shall have no rights as a shareholder with respect to any shares covered by a Stock
Appreciation Right until the date of the issuance of a stock certificate evidencing such shares.
No adjustment shall be made for dividends (ordinary or extraordinary, whether in cash, securities
or other property), distributions or other rights for which the record date is prior to the date such
stock certificate is actually issued (except as otherwise provided in Section&nbsp;14 of the Plan).
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f)&nbsp;<U>Other Provisions</U>. The Stock Appreciation Agreement authorized under this Section
13 shall contain such other provisions as the Administrator shall deem advisable, including but not
limited to any restrictions on the exercise of the Stock Appreciation Right which may be necessary
to comply with Rule&nbsp;16b-3 of the Securities Exchange Act of 1934, as amended.
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>SECTION 14.</B><BR>
<U><B>RECAPITALIZATION, SALE, MERGER, EXCHANGE OR LIQUIDATION</B></U>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In the event of an increase or decrease in the number of shares of Common Stock resulting from
a subdivision or consolidation of shares, stock dividend, or stock split, the Board may, in its
sole discretion, adjust the number of shares of Stock reserved under Section&nbsp;6 hereof, the number
of shares of Stock covered by each Award, and, if applicable, the price per share thereof to
reflect such change. Additional shares which may be credited pursuant to such adjustment shall be
subject to the same restrictions as are applicable to the shares with respect to which the
adjustment relates.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Unless otherwise provided in the agreement with respect to an Award, in the event of an
acquisition of the Company through the sale of substantially all of the Company&#146;s assets and the
consequent discontinuance of its business or through a merger, consolidation, exchange,
reorganization, reclassification, extraordinary dividend, divestiture or liquidation of the Company
(collectively referred to as a &#147;transaction&#148;), the Board may provide for one or more of the
following:
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;the equitable acceleration of the exercisability of any outstanding Options or Stock
Appreciation Rights, the vesting and payment of any Performance Awards, or the lapsing of the risks
of forfeiture on any Restricted Stock Awards;
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;the complete termination of this Plan, the cancellation of outstanding Options or Stock
Appreciation Rights not exercised prior to a date specified by the Board (which date shall give
Participants a reasonable period of time in which to exercise such Award prior to the effectiveness
of such transaction), the cancellation of any Performance Award and the cancellation of any
Restricted Stock Awards for which the risks of forfeiture have not lapsed;
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;that Participants holding outstanding Options and Stock Appreciation Rights shall receive,
with respect to each share of Stock subject to such Awards, as of the effective date of any such
transaction, cash in an amount equal to the excess of the Fair Market Value of such Stock on the
date immediately preceding the effective date of such transaction over the price per share of such
Options or Stock Appreciation Rights; provided that the Board may, in lieu of such cash payment,
distribute to such Participants shares of Common Stock of the Company or shares of stock of any
corporation succeeding the Company by reason of such transaction, such shares having a value equal
to the cash payment herein;
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;that Participants holding outstanding Restricted Stock Awards and Performance Share Awards
shall receive, with respect to each share of Stock subject to such Awards, as of the effective date
of any such transaction, cash in an amount equal to the Fair Market Value of such Stock on the date
immediately preceding the effective date of such transaction; provided that the Board may, in lieu
of such cash payment, distribute to such Participants shares of Common Stock of the Company or
shares of stock of any corporation succeeding the Company by reason of such transaction, such
shares having a value equal to the cash payment herein;
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;the continuance of the Plan with respect to the exercise of Options or Stock Appreciation
Rights which were outstanding as of the date of adoption by the Board of such plan for such
transaction and provide to Participants holding such Options and Stock Appreciation Rights the
right to exercise their respective Options or Stock Appreciation Rights as to an equivalent number
of shares of stock of the corporation succeeding the Company by reason of such transaction; and
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f)&nbsp;the continuance of the Plan with respect to Restricted Stock Awards for which the risks of
forfeiture have not lapsed as of the date of adoption by the Board of such plan for such
transaction and provide to Participants holding such Awards the right to receive an equivalent
number of shares of stock of the corporation succeeding the Company by reason of such transaction.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Board may restrict the rights of or the applicability of this Section&nbsp;14 to the extent
necessary to comply with Section 16(b) of the Securities Exchange Act of 1934, the Internal Revenue
Code or any other applicable law or regulation. The grant of an Award pursuant to the Plan shall
not limit in any way the right or power of the Company to make adjustments, reclassifications,
reorganizations or changes of its capital or business structure or to merge, exchange or
consolidate or to dissolve, liquidate, sell or transfer all or any part of its business or assets.
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>SECTION 15.</B><BR>
<U><B>INVESTMENT PURPOSE</B></U>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;No shares of Stock shall be issued pursuant to the Plan unless and until there has been
compliance, in the opinion of Company&#146;s counsel, with all applicable legal requirements, including
without limitation, those relating to securities laws and stock exchange listing
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">requirements. As a condition to the issuance of Stock to Participant, the Administrator may require Participant to
(a)&nbsp;represent that the shares of Stock are being acquired for investment and not resale and to make
such other representations as the Administrator shall deem necessary or appropriate to qualify the
issuance of the shares as exempt from the Securities Act of 1933 and any other applicable
securities laws, and (b)&nbsp;represent that Participant shall not dispose of the shares of Stock in
violation of the Securities Act of 1933 or any other applicable securities laws.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;As a further condition to the issuance of Stock to Participant, Participant agrees to the
following:
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;In the event the Company advises Participant that it plans an underwritten public offering
of its Common Stock in compliance with the Securities Act of 1933, as amended, and the
underwriter(s) seek to impose restrictions under which certain shareholders may not sell or
contract to sell or grant any option to buy or otherwise dispose of part or all of their rights to
the Common Stock underlying Awards, Participant will not, for a period not to exceed 180&nbsp;days from
the prospectus, sell or contract to sell or grant an option to buy or otherwise dispose of any
Award granted to Participant pursuant to the Plan or any of the underlying shares of Common Stock
without the prior written consent of the underwriter(s) or its representative(s).
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;In the event the Company makes any public offering of its securities and determines in its
sole discretion that it is necessary to reduce the number of issued but unexercised Options or
Stock Appreciation Rights so as to comply with any state&#146;s securities or Blue Sky law limitations
with respect thereto, the Board shall have the right (i)&nbsp;to accelerate the exercisability of any
Award and the date on which such Award must be exercised, provided that the Company gives
Participant prior written notice of such acceleration, and (ii)&nbsp;to cancel any Awards or portions
thereof which Participant does not exercise prior to or contemporaneously with such public
offering.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;In the event of a transaction (as defined in Section&nbsp;14 of the Plan), Participant will
comply with Rule&nbsp;145 of the Securities Act of 1933 and any other restrictions imposed under other
applicable legal or accounting principles if Participant is an &#147;affiliate&#148; (as defined in such
applicable legal and accounting principles) at the time of the transaction, and Participant will
execute any documents necessary to ensure compliance with such rules.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company reserves the right to place a legend on any stock certificate issued upon the
exercise of an Award pursuant to the Plan to assure compliance with this Section&nbsp;15.
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>SECTION 16.</B><BR>
<U><B>AMENDMENT OF THE PLAN</B></U>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Board may from time to time, insofar as permitted by law, suspend or discontinue the Plan
or revise or amend it in any respect; provided, however, that no such revision or amendment, except
as is authorized in Section&nbsp;14, shall impair the terms and conditions of any Award which is
outstanding on the date of such revision or amendment to the material detriment
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">of the Participant without the consent of the Participant. Notwithstanding the foregoing, no such revision or
amendment shall (i)&nbsp;materially increase the number of shares subject to the Plan except as provided
in Section&nbsp;14 hereof, (ii)&nbsp;change the designation of the class of employees eligible to receive
Awards, (iii)&nbsp;decrease the price at which Options may be granted, or (iv)&nbsp;materially increase the
benefits accruing to Participants under the Plan without the approval of the shareholders of the
Company if such approval is required for compliance with the requirements of any applicable law or
regulation. Furthermore, the Plan may not, without the approval of the shareholders, be amended in
any manner that will cause incentive stock options to fail to meet the requirements of Section&nbsp;422
of the Internal Revenue Code.
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>SECTION 17.</B><BR>
<U><B>NO OBLIGATION TO EXERCISE OPTION</B></U>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The granting of an Option or Stock Appreciation Right shall impose no obligation upon the
Participant to exercise such Option or Stock Appreciation Right. Further, the granting of any
Award hereunder shall not impose upon the Company or any Affiliate any obligation to retain the
Participant in its employ for any period.
</DIV>


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</DIV>




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