DELTA PETROLEUM CORP/CO
DELTA PETROLEUM CORPORATION 2008 NEW-HIRE EQUITY INCENTIVE PLAN
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<TYPE>EX-10.2
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<FILENAME>d59312exv10w2.htm
<DESCRIPTION>DELTA PETROLEUM CORPORATION 2008 NEW-HIRE EQUITY INCENTIVE PLAN
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<DIV align="right" style="font-size: 10pt; margin-top: 12pt">Exhibit&nbsp;10.2
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>DELTA PETROLEUM CORPORATION</B>
</DIV>


<DIV align="Center" style="font-size: 10pt; margin-top: 6pt"><B>2008 NEW-HIRE EQUITY INCENTIVE PLAN</B>

</DIV>

<DIV align="Center" style="font-size: 10pt; margin-top: 6pt"><B>ADOPTED: JUNE 16, 2008</B>

</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 12pt"><B>1. PURPOSES.</B>
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(a)&nbsp;General Purpose. </B>The Company, by means of the Plan,
seeks to retain the services of persons not previously an employee or director of the Company, or
following a <I>bona fide </I>period of non-employment, as an inducement material to the individual&#146;s
entering into employment with the Company within the meaning of Rule&nbsp;4350(i)(1)(A) of the NASDAQ
Marketplace Rules, and to provide incentives for such persons to exert maximum efforts for the
success of the Company and its Affiliates.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(b)&nbsp;Eligible Stock Award Recipients. </B>The persons eligible to
receive Stock Awards are Employees.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(c)&nbsp;Available Stock Awards. </B>The Plan provides for the grant
of the following Stock Awards: (i)&nbsp;Options, (ii)&nbsp;Stock Purchase Awards, (iii)&nbsp;Stock Bonus Awards,
(iv)&nbsp;Stock Appreciation Rights, (v)&nbsp;Stock Unit Awards and (vi)&nbsp;Other Stock Awards.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 12pt"><B>2. DEFINITIONS.</B>
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(a)&nbsp;</B><B><I>&#147;Affiliate&#148; </I></B>means any Parent or Subsidiary of the
Company.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(b)&nbsp;</B><B><I>&#147;Board&#148; </I></B>means the Board of Directors of the Company.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(c)&nbsp;</B><B><I>&#147;Capitalization Adjustment&#148; </I></B>has the meaning ascribed to
that term in Section&nbsp;11(a).
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(d)&nbsp;</B><B><I>&#147;Cause&#148; </I></B>means, with respect to a Participant, the
occurrence of any of the following: (i)&nbsp;such Participant&#146;s commission of any felony or any crime
involving fraud, dishonesty or moral turpitude under the laws of the United States or any state
thereof; (ii)&nbsp;such Participant&#146;s attempted commission of, or participation in, a fraud or act of
dishonesty against the Company; (iii)&nbsp;such Participant&#146;s intentional, material violation of any
material contract or agreement between the Participant and the Company or any statutory duty owed
to the Company; (iv)&nbsp;such Participant&#146;s unauthorized use or disclosure of the Company&#146;s
confidential information or trade secrets; or (v)&nbsp;such Participant&#146;s gross misconduct. The
determination that a termination is for Cause shall be made by the Company in its sole discretion.
Any determination by the Company that the Continuous Service of a Participant was terminated by
reason of dismissal without Cause for the purposes of outstanding Stock Awards held by such
Participant shall have no effect upon any determination of the rights or obligations of the Company
or such Participant for any other purpose.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(e)&nbsp;</B><B><I>&#147;Change in Control&#148; </I></B>means the occurrence, in a single
transaction or in a series of related transactions, of any one or more of the following events:
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(i) </B>any Exchange Act Person becomes the Owner, directly or
indirectly, of securities of the Company representing more than fifty percent (50%) of the combined
voting power of the Company&#146;s then outstanding securities other than by virtue of a merger,
consolidation or similar transaction;
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(ii) </B>there is consummated a merger, consolidation or similar
transaction involving (directly or indirectly) the Company and, immediately after the consummation
of such merger, consolidation or
</DIV>
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<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">similar transaction, the stockholders of the Company immediately prior
thereto do not Own, directly or indirectly, either (A)&nbsp;outstanding voting securities representing
more than fifty percent (50%) of the combined outstanding voting power of the surviving Entity in
such merger, consolidation or similar transaction or (B)&nbsp;more than fifty percent (50%) of the
combined outstanding voting power of the parent of the surviving Entity in such merger,
consolidation or similar transaction, in each case in substantially the same proportions as their
Ownership of the outstanding voting securities of the Company immediately prior to such
transaction;
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(iii) </B>the stockholders of the Company approve or the Board approves
a plan of complete dissolution or liquidation of the Company, or a complete dissolution or
liquidation of the Company shall otherwise occur;
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(iv) </B>there is consummated a sale, lease, license or other
disposition of all or substantially all of the consolidated assets of the Company and its
Subsidiaries, other than a sale, lease, license or other disposition of all or substantially all of
the consolidated assets of the Company and its Subsidiaries to an Entity, more than fifty percent
(50%) of the combined voting power of the voting securities of which are Owned by stockholders of
the Company in substantially the same proportions as their Ownership of the outstanding voting
securities of the Company immediately prior to such sale, lease, license or other disposition; or
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(v) </B>individuals who, on the date this Plan is adopted by the
Board, are members of the Board (the &#147;Incumbent Board&#148;) cease for any reason to constitute at least
a majority of the members of the Board; <I>provided, however, </I>that any new Board member shall, for
purposes of this Plan, be considered as a member of the Incumbent Board if the appointment or
election (or nomination for election) of such new Board member was approved or recommended by at
least fifty percent (50%) of the members of the Incumbent Board, provided that the members of the
Incumbent Board, at the time of such election or nomination, constitute a majority of the Board.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The term Change in Control shall not include a sale of assets, merger or other transaction
effected exclusively for the purpose of changing the domicile of the Company.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Notwithstanding the foregoing or any other provision of this Plan, the definition of Change in
Control (or any analogous term) in an individual written agreement between the Company or any
Affiliate and the Participant shall supersede the foregoing definition with respect to Stock Awards
subject to such agreement (it being understood, however, that if no definition of Change in Control
or any analogous term is set forth in such an individual written agreement, the foregoing
definition shall apply).
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(f)&nbsp;</B><B><I>&#147;Code&#148; </I></B>means the Internal Revenue Code of 1986, as
amended.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(g)&nbsp;</B><B><I>&#147;Committee&#148; </I></B>means a committee of one (1)&nbsp;or more members
of the Board appointed by the Board in accordance with Section&nbsp;3(c).
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(h)&nbsp;</B><B><I>&#147;Common Stock&#148; </I></B>means the common stock of the Company.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(i)&nbsp;</B><B><I>&#147;Company&#148; </I></B>means Delta Petroleum Corporation, a Delaware
corporation.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(j)&nbsp;</B><B><I>&#147;Consultant&#148; </I></B>means any person, including an advisor,
who (i)&nbsp;is engaged by the Company or an Affiliate to render consulting or advisory services and is
compensated for such services or (ii)&nbsp;is serving as a member of the Board of Directors of an
Affiliate and is compensated for such services. However, service solely as a Director, or payment
of a fee for such service, shall not cause a Director to be considered a &#147;Consultant&#148; for purposes
of the Plan.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(k)&nbsp;</B><B><I>&#147;Continuous Service&#148; </I></B>means that the Participant&#146;s service
with the Company or an Affiliate, whether as an Employee, Director or Consultant, is not
interrupted or terminated. A change in the capacity in which the Participant renders service to
the Company or an Affiliate as an Employee, Consultant or Director or a change in the entity for
which the Participant renders such service, provided that there is no interruption or termination
of the Participant&#146;s service with the Company or an Affiliate, shall not terminate a Participant&#146;s
Continuous Service. For example, a change in status from an employee
</DIV>

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<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">of the Company to a
consultant to an Affiliate or to a Director shall not constitute an interruption of Continuous
Service. The Board or the chief executive officer of the Company, in that party&#146;s sole discretion,
may determine whether Continuous Service shall be considered interrupted in the case of any leave
of absence approved by that party, including sick leave, military leave or any other personal
leave. Notwithstanding the foregoing, a leave of absence shall be treated as Continuous Service
for purposes of vesting in a Stock Award only to such extent as may be provided in the Company&#146;s
leave of absence policy or in the written terms of the Participant&#146;s leave of absence.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(l)&nbsp;</B><B><I>&#147;Corporate Transaction&#148; </I></B>means the occurrence, in a
single transaction or in a series of related transactions, of any one or more of the following
events:
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(i) </B>a sale or other disposition of all or substantially
all, as determined by the Board in its sole discretion, of the consolidated assets of the Company
and its Subsidiaries;
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(ii) </B>a sale or other disposition of at least ninety percent
(90%) of the outstanding securities of the Company;
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(iii) </B>a merger, consolidation or similar transaction following
which the Company is not the surviving corporation; or
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(iv) </B>a merger, consolidation or similar transaction following
which the Company is the surviving corporation but the shares of Common Stock outstanding
immediately preceding the merger, consolidation or similar transaction are converted or exchanged
by virtue of the merger, consolidation or similar transaction into other property, whether in the
form of securities, cash or otherwise.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(m)&nbsp;</B><B><I>&#147;Director&#148; </I></B>means a member of the Board.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(n)&nbsp;</B><B><I>&#147;Disability&#148; </I></B>means the permanent and total disability of a
person within the meaning of Section&nbsp;22(e)(3) of the Code.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(o)&nbsp;</B><B><I>&#147;Employee&#148; </I></B>means any person employed by the Company or an
Affiliate. However, service solely as a Director, or payment of a fee for such service, shall not
cause a Director to be considered an &#147;Employee&#148; for purposes of the Plan.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(p)&nbsp;</B><B><I>&#147;Entity&#148; </I></B>means a corporation, partnership or other
entity.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(q)&nbsp;</B><B><I>&#147;Exchange Act&#148; </I></B>means the Securities Exchange Act of 1934,
as amended.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(r)&nbsp;</B><B><I>&#147;Exchange Act Person&#148; </I></B>means any natural person, Entity or
&#147;group&#148; (within the meaning of Section 13(d) or 14(d) of the Exchange Act), except that &#147;Exchange
Act Person&#148; shall not include (i)&nbsp;the Company or any Subsidiary of the Company, (ii)&nbsp;any employee
benefit plan of the Company or any Subsidiary of the Company or any trustee or other fiduciary
holding securities under an employee benefit plan of the Company or any Subsidiary of the Company,
(iii)&nbsp;an underwriter temporarily holding securities pursuant to an offering of such securities, or
(iv)&nbsp;an Entity Owned, directly or indirectly, by the stockholders of the Company in substantially
the same proportions as their Ownership of stock of the Company.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(s)&nbsp;</B><B><I>&#147;Fair Market Value&#148; </I></B>means, as of any date, the value of
the Common Stock determined as follows:
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(i) </B>If the Common Stock is listed on any established stock
exchange or traded on the Nasdaq Global Market, the Fair Market Value of a share of Common Stock
shall be the closing sales price for such stock (or the closing bid, if no sales were reported) as
quoted on such exchange or market (or the exchange or market with the greatest volume of trading in
the Common Stock) on the last market trading day prior to the day of determination, as reported in
<I>The Wall Street Journal </I>or such other source as the Board deems reliable.
</DIV>


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<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(ii) </B>In the absence of such markets for the Common Stock, the
Fair Market Value shall be determined by the Board in good faith.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(t)&nbsp;</B><B><I>&#147;Non-Employee Director&#148; </I></B>means a Director who either (i)
is not a current employee or officer of the Company or an Affiliate, does not receive compensation,
either directly or indirectly, from the Company or an Affiliate for services rendered as a
consultant or in any capacity other than as a Director (except for an amount as to which disclosure
would not be required under Item 404(a) of Regulation&nbsp;S-K promulgated pursuant to the Securities
Act (&#147;Regulation&nbsp;S-K&#148;)), does not possess an interest in any other transaction for which disclosure
would be required under Item 404(a) of Regulation&nbsp;S-K, and is not engaged in a business
relationship for which disclosure would be required pursuant to Item 404(b) of Regulation&nbsp;S-K; or
(ii)&nbsp;is otherwise considered a &#147;non-employee director&#148; for purposes of Rule&nbsp;16b-3.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(u)&nbsp;</B><B><I>&#147;Option&#148; </I></B>means an option to purchase shares of Common
Stock granted pursuant to the Plan that is not intended to qualify as an incentive stock option
under Section&nbsp;422 of the Code and the regulations promulgated thereunder.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(v)&nbsp;</B><B><I>&#147;Option Agreement&#148; </I></B>means a written agreement between the
Company and an Optionholder evidencing the terms and conditions of an Option grant. Each Option
Agreement shall be subject to the terms and conditions of the Plan.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(w)&nbsp;</B><B><I>&#147;Optionholder&#148; </I></B>means a person to whom an Option is granted
pursuant to the Plan or, if applicable, such other person who holds an outstanding Option.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(x)&nbsp;</B><B><I>&#147;Other Stock Award&#148; </I></B>means an award based in whole or in
part by reference to the Common Stock which is granted pursuant to the terms and conditions of
Section&nbsp;7(e).
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(y)&nbsp;</B><B><I>&#147;Other Stock Award Agreement&#148; </I></B>means a written agreement
between the Company and a holder of an Other Stock Award evidencing the terms and conditions of an
Other Stock Award grant. Each Other Stock Award Agreement shall be subject to the terms and
conditions of the Plan.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(z)&nbsp;</B><B><I>&#147;Own,&#148; &#147;Owned,&#148; &#147;Owner,&#148; &#147;Ownership&#148; </I></B>A person or Entity
shall be deemed to &#147;Own,&#148; to have &#147;Owned,&#148; to be the &#147;Owner&#148; of, or to have acquired &#147;Ownership&#148; of
securities if such person or Entity, directly or indirectly, through any contract, arrangement,
understanding, relationship or otherwise, has or shares voting power, which includes the power to
vote or to direct the voting, with respect to such securities.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(aa)&nbsp;</B><B><I>&#147;Parent&#148; </I></B>means any corporation (other than the Company) in an
unbroken chain of corporations ending with the Company, provided each corporation in the unbroken
chain (other than the Company) owns, at the time of the determination, stock possessing fifty
percent (50%) or more of the total combined voting power of all classes of stock in one of the
other corporations in such chain.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(bb)&nbsp;</B><B><I>&#147;Participant&#148; </I></B>means a person to whom a Stock Award is granted
pursuant to the Plan or, if applicable, such other person who holds an outstanding Stock Award.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(cc)&nbsp;</B><B><I>&#147;Plan&#148; </I></B>means this Delta Petroleum Corporation 2008 New-Hire
Equity Incentive Plan.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(dd)&nbsp;</B><B><I>&#147;Rule&nbsp;16b-3&#148; </I></B>means Rule&nbsp;16b-3 promulgated under the Exchange
Act or any successor to Rule&nbsp;16b-3, as in effect from time to time.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(ee)&nbsp;</B><B><I>&#147;Securities Act&#148; </I></B>means the Securities Act of 1933, as amended.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(ff)&nbsp;</B><B><I>&#147;Stock Appreciation Right&#148; </I></B>means a right to receive the
appreciation on Common Stock that is granted pursuant to the terms and conditions of Section&nbsp;7(d).
</DIV>

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<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(gg)&nbsp;</B><B><I>&#147;Stock Appreciation Right Agreement&#148; </I></B>means a written agreement
between the Company and a holder of a Stock Appreciation Right evidencing the terms and conditions
of a Stock Appreciation Right grant. Each Stock Appreciation Right Agreement shall be subject to
the terms and conditions of the Plan.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(hh)&nbsp;</B><B><I>&#147;Stock Award&#148; </I></B>means any right granted under the Plan, including
an Option, a Stock Purchase Award, Stock Bonus Award, a Stock Appreciation Right, a Stock Unit
Award or any Other Stock Award.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(ii)&nbsp;</B><B><I>&#147;Stock Award Agreement&#148; </I></B>means a written agreement between
the Company and a Participant evidencing the terms and conditions of a Stock Award grant. Each
Stock Award Agreement shall be subject to the terms and conditions of the Plan.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(jj)&nbsp;</B><B><I>&#147;Stock Bonus Award&#148; </I></B>means an award of shares of Common
Stock which is granted pursuant to the terms and conditions of Section&nbsp;7(b).
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(kk)&nbsp;</B><B><I>&#147;Stock Bonus Award Agreement&#148; </I></B>means a written agreement between
the Company and a holder of a Stock Bonus Award evidencing the terms and conditions of a Stock
Bonus Award grant. Each Stock Bonus Award Agreement shall be subject to the terms and conditions
of the Plan.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(ll)&nbsp;</B><B><I>&#147;Stock Purchase Award&#148; </I></B>means an award of shares of Common
Stock which is granted pursuant to the terms and conditions of Section&nbsp;7(a).
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(mm)&nbsp;</B><B><I>&#147;Stock Purchase Award Agreement&#148; </I></B>means a written agreement between the
Company and a holder of a Stock Purchase Award evidencing the terms and conditions of a Stock
Purchase Award grant. Each Stock Purchase Award Agreement shall be subject to the terms and
conditions of the Plan.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(nn)&nbsp;</B><B><I>&#147;Stock Unit Award&#148; </I></B>means a right to receive shares of Common
Stock which is granted pursuant to the terms and conditions of Section&nbsp;7(c).
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(oo)&nbsp;</B><B><I>&#147;Stock Unit Award Agreement&#148; </I></B>means a written agreement between
the Company and a holder of a Stock Unit Award evidencing the terms and conditions of a Stock Unit
Award grant. Each Stock Unit Award Agreement shall be subject to the terms and conditions of the
Plan.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(pp)&nbsp;</B><B><I>&#147;Subsidiary&#148; </I></B>means, with respect to the Company, (i)&nbsp;any
corporation of which more than fifty percent (50%) of the outstanding capital stock having ordinary
voting power to elect a majority of the board of directors of such corporation (irrespective of
whether, at the time, stock of any other class or classes of such corporation shall have or might
have voting power by reason of the happening of any contingency) is at the time of determination,
directly or indirectly, Owned by the Company, and (ii)&nbsp;any partnership in which the Company has a
direct or indirect interest (whether in the form of voting or participation in profits or capital
contribution) of more than fifty percent (50%).
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 12pt"><B>3. ADMINISTRATION.</B>
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(a)&nbsp;Administration by Board. </B>The Board shall administer the
Plan unless and until the Board delegates administration of the Plan to a Committee, as provided in
Section&nbsp;3(c).
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(b)&nbsp;Powers of Board. </B>The Board shall have the power, subject
to, and within the limitations of, the express provisions of the Plan:
</DIV>

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

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(i) </B>Subject to Section&nbsp;5 herein, to determine from time to
time which of the persons eligible under the Plan shall be granted Stock Awards; when and how each
Stock Award shall be granted; what type or combination of types of Stock Award shall be granted;
the provisions of each Stock Award granted (which need not be identical), including the time or
times when a person shall be permitted to receive Common Stock pursuant to a Stock Award; and the
number of shares of Common Stock with respect to which a Stock Award shall be granted to each such
person.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(ii) </B>To construe and interpret the Plan and Stock Awards
granted under it, and to establish, amend and revoke rules and regulations for its administration.
The Board, in the exercise of this power, may correct any defect, omission or inconsistency in the
Plan or in any Stock Award Agreement, in a manner and to the extent it shall deem necessary or
expedient to make the Plan fully effective.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(iii) </B>To effect, at any time and from time to time, with the
consent of any adversely affected Optionholder, (1)&nbsp;the reduction of the exercise price of any
outstanding Option under the Plan, (2)&nbsp;the cancellation of any outstanding Option under the Plan
and the grant in substitution therefor of (A)&nbsp;a new Option under the Plan or another equity plan of
the Company covering the same or a different number of shares of Common Stock, (B)&nbsp;a Stock Purchase
Award, (C)&nbsp;a Stock Bonus Award, (D)&nbsp;a Stock Appreciation Right, (E)&nbsp;a Stock Unit Award, (F)&nbsp;an
Other Stock Award, (G)&nbsp;cash and/or (H)&nbsp;other valuable consideration (as determined by the Board, in
its sole discretion), or (3)&nbsp;any other action that is treated as a repricing under generally
accepted accounting principles.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(iv) </B>To amend the Plan or a Stock Award as provided in Section
12.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(v) </B>To terminate or suspend the Plan as provided in Section
13.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(vi) </B>Generally, to exercise such powers and to perform such acts
as the Board deems necessary or expedient to promote the best interests of the Company and that are
not in conflict with the provisions of the Plan.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(vii) </B>To adopt such procedures and sub-plans as are necessary or
appropriate to permit participation in the Plan by Employees who are foreign nationals or employed
outside the United States.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(c)&nbsp;Delegation to Committee.</B>
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(i)&nbsp;General. </B>The Board may delegate some or all of the
administration of the Plan to a Committee or Committees of one (1)&nbsp;or more members of the Board,
and the term <B><I>&#147;Committee&#148; </I></B>shall apply to any person or persons to whom such authority has been
delegated. If administration is delegated to a Committee, the Committee shall have, in connection
with the administration of the Plan, the powers theretofore possessed by the Board that have been
delegated to the Committee, including the power to delegate to a subcommittee any of the
administrative powers the Committee is authorized to exercise (and references in this Plan to the
Board shall thereafter be to the Committee or subcommittee), subject, however, to such resolutions,
not inconsistent with the provisions of the Plan, as may be adopted from time to time by the Board.
The Board may retain the authority to concurrently administer the Plan with the Committee and may,
at any time, revest in the Board some or all of the powers previously delegated.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(ii)&nbsp;Rule&nbsp;16b-3 Compliance. </B>In the sole discretion of the
Board, the Committee may consist solely of two or more Non-Employee Directors, in accordance with
Rule&nbsp;16b-3.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(d)&nbsp;Effect of Board&#146;s Decision. </B>All determinations,
interpretations and constructions made by the Board in good faith shall not be subject to review by
any person and shall be final, binding and conclusive on all persons.
</DIV>

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</DIV>

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

<DIV align="justify" style="font-size: 10pt; margin-top: 12pt"><B>4. SHARES SUBJECT TO THE PLAN.</B>
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(a)&nbsp;Share Reserve. </B>Subject to the provisions of Section
11(a) relating to Capitalization Adjustments, the Common Stock that may be issued pursuant to Stock
Awards shall not exceed in the aggregate five hundred thousand (500,000) shares of Common Stock.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(b)&nbsp;Reversion of Shares to the Share Reserve</B>. If any Stock
Award shall for any reason expire or otherwise terminate, in whole or in part, without having been
exercised in full, or if any shares of Common Stock issued to a Participant pursuant to a Stock
Award are forfeited to or repurchased by the Company, including, but not limited to, any repurchase
or forfeiture caused by the failure to meet a contingency or condition required for the vesting of
such shares, then the shares of Common Stock not issued under such Stock Award, or forfeited to or
repurchased by the Company, shall revert to and again become available for issuance under the Plan.
If any shares subject to a Stock Award are not delivered to a Participant because such shares are
withheld for the payment of taxes or the Stock Award is exercised through a reduction of shares
subject to the Stock Award (<I>i.e.</I>, &#147;net exercised&#148;), the number of shares that are not delivered to
the Participant shall remain available for issuance under the Plan. If the exercise price of any
Stock Award is satisfied by tendering shares of Common Stock held by the Participant (either by
actual delivery or attestation), then the number of shares so tendered shall remain available for
issuance under the Plan.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(c)&nbsp;Source of Shares. </B>The shares of Common Stock subject to
the Plan may be unissued shares or reacquired shares, bought on the market or otherwise.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 12pt"><B>5. ELIGIBILITY.</B>
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Stock Awards may be granted only to persons not previously an Employee or Director of the
Company, or following a <I>bona fide </I>period of non-employment, as an inducement material to the
individual&#146;s entering into employment with the Company within the meaning of Rule&nbsp;4350(i)(1)(A)(iv)
of the NASD Marketplace Rules. In addition, notwithstanding any other provision of the Plan to the
contrary, all Stock Awards must be granted either by a majority of the Company&#146;s independent
directors or by a committee comprised of a majority of independent directors.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 12pt"><B>6. OPTION PROVISIONS.</B>
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Each Option shall be in such form and shall contain such terms and conditions as the Board
shall deem appropriate. The provisions of separate Options need not be identical; <I>provided,
however, </I>that each Option Agreement shall include (through incorporation of provisions hereof by
reference in the Option or otherwise) the substance of each of the following provisions:
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(a)&nbsp;Term. </B>The Board shall determine the term of an Option.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(b)&nbsp;Exercise Price of an Option. </B>The Board, in its
discretion, shall determine the exercise price of each Option.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(c)&nbsp;Consideration. </B>The purchase price of Common Stock
acquired pursuant to an Option shall be paid, to the extent permitted by applicable statutes and
regulations, either (i)&nbsp;in cash at the time the Option is exercised or (ii)&nbsp;at the sole discretion
of the Board (1)&nbsp;by delivery to the Company (either by actual delivery or attestation) of other
Common Stock at the time the Option is exercised, (2)&nbsp;by a &#147;net exercise&#148; of the Option (as further
described below), (3)&nbsp;pursuant to a program developed under Regulation&nbsp;T as promulgated by the
Federal Reserve Board that, prior to the issuance of Common Stock, results in
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;either the receipt of cash (or check) by the Company or the receipt of irrevocable
instructions to pay the aggregate exercise price to the Company from the sales proceeds or (4)&nbsp;in
any other form of legal consideration that may be acceptable to the Board. Unless otherwise
specifically provided in the Option, the purchase price of Common Stock acquired pursuant to an
Option that is paid by delivery to the Company of other Common Stock acquired, directly or
indirectly from the Company, shall be paid only by
</DIV>

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



<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">shares of the Common Stock of the Company that
have been held for more than six (6)&nbsp;months (or such longer or shorter period of time required to
avoid a charge to earnings for financial accounting purposes).
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In the case of a &#147;net exercise&#148; of an Option, the Company will not require a payment of the
exercise price of the Option from the Participant but will reduce the number of shares of Common
Stock issued upon the exercise by the largest number of whole shares that has a Fair Market Value
that does not exceed the aggregate exercise price. With respect to any remaining balance of the
aggregate exercise price, the Company shall accept a cash payment from the Participant. Shares of
Common Stock will no longer be outstanding under an Option (and will therefore not thereafter be
exercisable) following the exercise of such Option to the extent of (i)&nbsp;shares used to pay the
exercise price of an Option under the &#147;net exercise,&#148; (ii)&nbsp;shares actually delivered to the
Participant as a result of such exercise and (iii)&nbsp;shares withheld for purposes of tax withholding.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(d)&nbsp;Transferability of an Option. </B>An Option shall be
transferable pursuant to a domestic relations order and to such further extent provided in the
Option Agreement. If the Option does not provide for transferability, then the Option shall not be
transferable except by will or by the laws of descent and distribution and shall be exercisable
during the lifetime of the Optionholder only by the Optionholder. Notwithstanding the foregoing,
the Optionholder may, by delivering written notice to the Company, in a form provided by or
otherwise satisfactory to the Company, designate a third party who, in the event of the death of
the Optionholder, shall thereafter be entitled to exercise the Option.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(e)&nbsp;Vesting Generally. </B>The total number of shares of Common
Stock subject to an Option may vest and therefore become exercisable in periodic installments that
may be equal. The Option may be subject to such other terms and conditions on the time or times
when it may be exercised (which may be based on performance or other criteria) as the Board may
deem appropriate. The vesting provisions of individual Options may vary. The provisions of this
Section 6(g) are subject to any Option provisions governing the minimum number of shares of Common
Stock as to which an Option may be exercised.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(f)&nbsp;Termination of Continuous Service. </B>In the event that
an Optionholder&#146;s Continuous Service terminates (other than for Cause or upon the Optionholder&#146;s
death or Disability), the Optionholder may exercise his or her Option (to the extent that the
Optionholder was entitled to exercise such Option as of the date of termination of Continuous
Service) but only within such period of time ending on the earlier of (i)&nbsp;the expiration of the
term of the Option as set forth in the Option Agreement or (ii)&nbsp;the date three (3)&nbsp;months following
the termination of the Optionholder&#146;s Continuous Service (or such longer or shorter period
specified in the Option Agreement). If, after termination of Continuous Service, the Optionholder
does not exercise his or her Option within the time specified herein or in the Option Agreement (as
applicable), the Option shall terminate.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(g)&nbsp;Extension of Termination Date. </B>An Optionholder&#146;s Option
Agreement may provide that if the exercise of the Option following the termination of the
Optionholder&#146;s Continuous Service (other than for Cause or upon the Optionholder&#146;s death or
Disability) would be prohibited at any time solely because the issuance of shares of Common Stock
would violate the registration requirements under the Securities Act, then the Option shall
terminate on the earlier of (i)&nbsp;the expiration of the term of the Option set forth in the Option
Agreement or (ii)&nbsp;the expiration of a period of three (3)&nbsp;months after the termination of the
Optionholder&#146;s Continuous Service during which the exercise of the Option would not be in violation
of such registration requirements.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(h)&nbsp;Disability of Optionholder. </B>In the event that an
Optionholder&#146;s Continuous Service terminates as a result of the Optionholder&#146;s Disability, the
Optionholder may exercise his or her Option (to the extent that the Optionholder was entitled to
exercise such Option as of the date of termination of Continuous Service), but only within such
period of time ending on the earlier of (i)&nbsp;the expiration of the
term of the Option as set forth in the Option Agreement or (ii)&nbsp;the date twelve (12)&nbsp;months
following such termination of Continuous Service (or such longer or shorter period specified in the
Option Agreement). If, after termination of Continuous Service, the Optionholder does not exercise
his or her Option within the time specified herein or in the Option Agreement (as applicable), the
Option shall terminate.
</DIV>

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

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(i)&nbsp;Death of Optionholder. </B>In the event that (i)&nbsp;an
Optionholder&#146;s Continuous Service terminates as a result of the Optionholder&#146;s death or (ii)&nbsp;the
Optionholder dies within the period (if any) specified in the Option Agreement after the
termination of the Optionholder&#146;s Continuous Service, then the Option may be exercised (to the
extent the Optionholder was entitled to exercise such Option as of the date of death) by the
Optionholder&#146;s estate, by a person who acquired the right to exercise the Option by bequest or
inheritance or by a person designated to exercise the option upon the Optionholder&#146;s death pursuant
to Section 6(e) or 6(f), but only within the period ending on the earlier of (i)&nbsp;the expiration of
the term of such Option as set forth in the Option Agreement or (ii)&nbsp;the date eighteen (18)&nbsp;months
following the date of death (or such longer or shorter period specified in the Option Agreement).
If, after the Optionholder&#146;s death, the Option is not exercised within the time specified herein or
in the Option Agreement (as applicable), the Option shall terminate.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(j)&nbsp;Termination for Cause. </B>In the event that an
Optionholder&#146;s Continuous Service is terminated for Cause, the Option shall terminate upon the
termination date of such Optionholder&#146;s Continuous Service, and the Optionholder shall be
prohibited from exercising his or her Option from and after the time of such termination of
Continuous Service.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(k)&nbsp;Early Exercise. </B>The Option may include a provision whereby
the Optionholder may elect at any time before the Optionholder&#146;s Continuous Service terminates to
exercise the Option as to any part or all of the shares of Common Stock subject to the Option prior
to the full vesting of the Option. Any unvested shares of Common Stock so purchased may be subject
to a repurchase option in favor of the Company or to any other restriction the Board determines to
be appropriate. The Company shall not be required to exercise its repurchase option until at least
six (6)&nbsp;months (or such longer or shorter period of time required to avoid a charge to earnings for
financial accounting purposes) have elapsed following exercise of the Option unless the Board
otherwise specifically provides in the Option.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 12pt"><B>7. PROVISIONS OF STOCK AWARDS OTHER THAN OPTIONS.</B>
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(a)&nbsp;Stock Purchase Awards. </B>Each Stock Purchase Award
Agreement shall be in such form and shall contain such terms and conditions as the Board shall deem
appropriate. At the Board&#146;s election, shares of Common Stock may be (i)&nbsp;held in book entry form
subject to the Company&#146;s instructions until any restrictions relating to the Stock Purchase Award
lapse; or (ii)&nbsp;evidenced by a certificate, which certificate shall be held in such form and manner
as determined by the Board. The terms and conditions of Stock Purchase Award Agreements may change
from time to time, and the terms and conditions of separate Stock Purchase Award Agreements need
not be identical; <I>provided, however, </I>that each Stock Purchase Award Agreement shall include
(through incorporation of the provisions hereof by reference in the agreement or otherwise) the
substance of each of the following provisions:
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(i)&nbsp;Purchase Price. </B>At the time of the grant of a Stock
Purchase Award, the Board will determine the price to be paid by the Participant for each share
subject to the Stock Purchase Award. To the extent required by applicable law, the price to be
paid by the Participant for each share of the Stock Purchase Award will not be less than the par
value of a share of Common Stock.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(ii)&nbsp;Consideration. </B>At the time of the grant of a Stock
Purchase Award, the Board will determine the consideration permissible for the payment of the
purchase price of the Stock Purchase Award. The purchase price of Common Stock acquired pursuant
to the Stock Purchase Award shall be paid either: (i)&nbsp;in cash at the time of purchase or (ii)&nbsp;in
any other form of legal consideration that may be acceptable to the Board in its sole discretion
and permissible under applicable law.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(iii)&nbsp;Vesting. </B>Shares of Common Stock acquired under a Stock
Purchase Award may be subject to a share repurchase right or option in favor of the Company in
accordance with a vesting schedule to be determined by the Board.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(iv)&nbsp;Termination of Participant&#146;s Continuous Service. </B>In the
event that a Participant&#146;s Continuous Service terminates, the Company shall have the right, but not
the obligation, to repurchase or otherwise reacquire, any or all of the shares of Common Stock held
by the Participant that
</DIV>
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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">have not vested as of the date of termination under the terms of the Stock
Purchase Award Agreement. At the Board&#146;s election, the repurchase right may be at the lesser of:
(i)&nbsp;the Fair Market Value on the relevant date or (ii)&nbsp;the Participant&#146;s original cost. The
Company shall not be required to exercise its repurchase option until at least six (6)&nbsp;months (or
such longer or shorter period of time required to avoid a charge to earnings for financial
accounting purposes) have elapsed following the purchase of the restricted stock unless otherwise
determined by the Board or provided in the Stock Purchase Award Agreement.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(v)&nbsp;Transferability. </B>Rights to purchase or receive shares of
Common Stock granted under a Stock Purchase Award shall be transferable by the Participant only
upon such terms and conditions as are set forth in the Stock Purchase Award Agreement, as the Board
shall determine in its sole discretion, and so long as Common Stock awarded under the Stock
Purchase Award remains subject to the terms of the Stock Purchase Award Agreement.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(b)&nbsp;Stock Bonus Awards. </B>Each Stock Bonus Award Agreement
shall be in such form and shall contain such terms and conditions as the Board shall deem
appropriate. At the Board&#146;s election, shares of Common Stock may be (i)&nbsp;held in book entry form
subject to the Company&#146;s instructions until any restrictions relating to the Stock Bonus Award
lapse; or (ii)&nbsp;evidenced by a certificate, which certificate shall be held in such form and manner
as determined by the Board. The terms and conditions of Stock Bonus Award Agreements may change
from time to time, and the terms and conditions of separate Stock Bonus Award Agreements need not
be identical; <I>provided, however, </I>that each Stock Bonus Award Agreement shall include (through
incorporation of provisions hereof by reference in the agreement or otherwise) the substance of
each of the following provisions:
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(i)&nbsp;Consideration. </B>A Stock Bonus Award may be awarded in
consideration for (i)&nbsp;past services actually rendered to the Company or an Affiliate or (ii)&nbsp;any
other form of legal consideration that may be acceptable to the Board in its sole discretion and
permissible under applicable law.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(ii)&nbsp;Vesting. </B>Shares of Common Stock awarded under the Stock
Bonus Award Agreement may be subject to forfeiture to the Company in accordance with a vesting
schedule to be determined by the Board.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(iii)&nbsp;Termination of Participant&#146;s Continuous Service. </B>In the
event a Participant&#146;s Continuous Service terminates, the Company may receive via a forfeiture
condition, any or all of the shares of Common Stock held by the Participant which have not vested
as of the date of termination of Continuous Service under the terms of the Stock Bonus Award
Agreement.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(iv)&nbsp;Transferability. </B>Rights to acquire shares of Common Stock
under the Stock Bonus Award Agreement shall be transferable by the Participant only upon such terms
and conditions as are set forth in the Stock Bonus Award Agreement, as the Board shall determine in
its sole discretion, so long as Common Stock awarded under the Stock Bonus Award Agreement remains
subject to the terms of the Stock Bonus Award Agreement.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(c)&nbsp;Stock Unit Awards. </B>Each Stock Unit Award Agreement shall
be in such form and shall contain such terms and conditions as the Board shall deem appropriate.
The terms and conditions of Stock Unit Award Agreements may change from time to time, and the terms
and conditions of separate Stock Unit Award Agreements need not be identical; <I>provided, however,</I>
that each Stock Unit Award Agreement
shall include (through incorporation of the provisions hereof by reference in the agreement or
otherwise) the substance of each of the following provisions:
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(i)&nbsp;Consideration. </B>At the time of grant of a Stock Unit
Award, the Board will determine the consideration, if any, to be paid by the Participant upon
delivery of each share of Common Stock subject to the Stock Unit Award. The consideration to be
paid (if any) by the Participant for each share of Common Stock subject to a Stock Unit Award may
be paid in any form of legal consideration that may be acceptable to the Board in its sole
discretion and permissible under applicable law.
</DIV>


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




<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(ii)&nbsp;Vesting. </B>At the time of the grant of a Stock Unit Award,
the Board may impose such restrictions or conditions to the vesting of the Stock Unit Award as it,
in its sole discretion, deems appropriate.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(iii)&nbsp;Payment</B>. A Stock Unit Award may be settled by the delivery
of shares of Common Stock, their cash equivalent, any combination thereof or in any other form of
consideration as determined by the Board and contained in the Stock Unit Award Agreement.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(iv)&nbsp;Additional Restrictions. </B>At the time of the grant of a
Stock Unit Award, the Board, as it deems appropriate, may impose such restrictions or conditions
that delay the delivery of the shares of Common Stock (or their cash equivalent) subject to a Stock
Unit Award after the vesting of such Stock Unit Award.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(v)&nbsp;Dividend Equivalents. </B>Dividend equivalents may be
credited in respect of shares of Common Stock covered by a Stock Unit Award, as determined by the
Board and contained in the Stock Unit Award Agreement. At the sole discretion of the Board, such
dividend equivalents may be converted into additional shares of Common Stock covered by the Stock
Unit Award in such manner as determined by the Board. Any additional shares covered by the Stock
Unit Award credited by reason of such dividend equivalents will be subject to all the terms and
conditions of the underlying Stock Unit Award Agreement to which they relate.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(vi)&nbsp;Termination of Participant&#146;s Continuous Service. </B>Except as
otherwise provided in the applicable Stock Unit Award Agreement, such portion of the Stock Unit
Award that has not vested will be forfeited upon the Participant&#146;s termination of Continuous
Service.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(d)&nbsp;Stock Appreciation Rights. </B>Each Stock Appreciation Right
Agreement shall be in such form and shall contain such terms and conditions as the Board shall deem
appropriate. The terms and conditions of Stock Appreciation Right Agreements may change from time
to time, and the terms and conditions of separate Stock Appreciation Right Agreements need not be
identical; <I>provided, however</I>, that each Stock Appreciation Right Agreement shall include (through
incorporation of the provisions hereof by reference in the agreement or otherwise) the substance of
each of the following provisions:
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(i)&nbsp;Strike Price and Calculation of Appreciation. </B>Each
Stock Appreciation Right will be denominated in share of Common Stock equivalents. The
appreciation distribution payable on the exercise of a Stock Appreciation Right will be not greater
than an amount equal to the excess of (A)&nbsp;the aggregate Fair Market Value (on the date of the
exercise of the Stock Appreciation Right) of a number of shares of Common Stock equal to the number
of shares of Common Stock equivalents in which the Participant is vested under such Stock
Appreciation Right, and with respect to which the Participant is exercising the Stock Appreciation
Right on such date, over (B)&nbsp;an amount (the strike price) that will be determined by the Board at
the time of grant of the Stock Appreciation Right.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(ii)&nbsp;Vesting. </B>At the time of the grant of a Stock Appreciation
Right, the Board may impose such restrictions or conditions to the vesting of such Stock
Appreciation Right as it, in its sole discretion, deems appropriate.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(iii)&nbsp;Exercise. </B>To exercise any outstanding Stock Appreciation
Right, the Participant must provide written notice of exercise to the Company in compliance with
the provisions of the Stock Appreciation Right Agreement evidencing such Stock Appreciation Right.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(iv)&nbsp;Payment</B>. The appreciation distribution in respect to a
Stock Appreciation Right may be paid in Common Stock, in cash, in any combination of the two or in
any other form of consideration as determined by the Board and contained in the Stock Appreciation
Right Agreement evidencing such Stock Appreciation Right.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(v)&nbsp;Termination of Continuous Service. </B>In the event that a
Participant&#146;s Continuous Service terminates, the Participant may exercise his or her Stock
Appreciation Right (to the
</DIV>
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<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">extent that the Participant was entitled to exercise such Stock
Appreciation Right as of the date of termination) but only within such period of time ending on the
earlier of (i)&nbsp;the date three (3)&nbsp;months following the termination of the Participant&#146;s Continuous
Service (or such longer or shorter period specified in the Stock Appreciation Right Agreement) or
(ii)&nbsp;the expiration of the term of the Stock Appreciation Right as set forth in the Stock
Appreciation Right Agreement. If, after termination, the Participant does not exercise his or her
Stock Appreciation Right within the time specified herein or in the Stock Appreciation Right
Agreement (as applicable), the Stock Appreciation Right shall terminate.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(e)&nbsp;Other Stock Awards</B>. Other forms of Stock Awards valued
in whole or in part by reference to, or otherwise based on, Common Stock may be granted either
alone or in addition to Stock Awards provided for under Section&nbsp;6 and the preceding provisions of
this Section&nbsp;7. Subject to the provisions of the Plan, the Board shall have sole and complete
authority to determine the persons to whom and the time or times at which such Other Stock Awards
will be granted, the number of shares of Common Stock (or the cash equivalent thereof) to be
granted pursuant to such Other Stock Awards and all other terms and conditions of such Other Stock
Awards.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 12pt"><B>8. COVENANTS OF THE COMPANY.</B>
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(a)&nbsp;Availability of Shares. </B>During the terms of the Stock
Awards, the Company shall keep available at all times the number of shares of Common Stock required
to satisfy such Stock Awards.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(b)&nbsp;Securities Law Compliance. </B>The Company shall seek to
obtain from each regulatory commission or agency having jurisdiction over the Plan such authority
as may be required to grant Stock Awards and to issue and sell shares of Common Stock upon exercise
of the Stock Awards; <I>provided, however, </I>that this undertaking shall not require the Company to
register under the Securities Act the Plan, any Stock Award or any Common Stock issued or issuable
pursuant to any such Stock Award. If, after reasonable efforts, the Company is unable to obtain
from any such regulatory commission or agency the authority which counsel for the Company deems
necessary for the lawful issuance and sale of Common Stock under the Plan, the Company shall be
relieved from any liability for failure to issue and sell Common Stock upon exercise of such Stock
Awards unless and until such authority is obtained.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 12pt"><B>9. USE OF PROCEEDS FROM STOCK.</B>
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Proceeds from the sale of Common Stock pursuant to Stock Awards shall constitute general funds
of the Company.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 12pt"><B>10. MISCELLANEOUS.</B>
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(a)&nbsp;Acceleration of Exercisability and Vesting. </B>The Board
shall have the power to accelerate the time at which a Stock Award may first be exercised or the
time during which a Stock Award or any part thereof will vest in accordance with the Plan,
notwithstanding the provisions in the Stock Award stating the time at which it may first be
exercised or the time during which it will vest.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(b)&nbsp;Stockholder Rights. </B>No Participant shall be deemed to be
the holder of, or to have any of the rights of a holder with respect to, any shares of Common Stock
subject to such Stock Award unless and until such Participant has satisfied all requirements for
exercise of the Stock Award pursuant to its terms.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(c)&nbsp;No Employment or other Service Rights. </B>Nothing in the
Plan, any Stock Award Agreement or other instrument executed thereunder or any Stock Award granted
pursuant thereto shall confer upon any Participant any right to continue to serve the Company or an
Affiliate in the capacity in effect at the time the Stock Award was granted or shall affect the
right of the Company or an Affiliate to terminate (i)&nbsp;the employment of an Employee with or without
notice and with or without cause, (ii)&nbsp;the service of a Consultant pursuant to the terms of such
Consultant&#146;s agreement with the Company or an Affiliate or (iii)&nbsp;the service of a Director pursuant
to the Bylaws of the Company or an Affiliate, and any
</DIV>

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



<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">applicable provisions of the corporate law of
the state in which the Company or the Affiliate is incorporated, as the case may be.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(d)&nbsp;Investment Assurances. </B>The Company may require a
Participant, as a condition of exercising or acquiring Common Stock under any Stock Award, (i)&nbsp;to
give written assurances satisfactory to the Company as to the Participant&#146;s knowledge and
experience in financial and business matters and/or to employ a purchaser representative reasonably
satisfactory to the Company who is knowledgeable and experienced in financial and business matters
and that he or she is capable of evaluating, alone or together with the purchaser representative,
the merits and risks of exercising the Stock Award; and (ii)&nbsp;to give written assurances
satisfactory to the Company stating that the Participant is acquiring Common Stock subject to the
Stock Award for the Participant&#146;s own account and not with any present intention of selling or
otherwise distributing the Common Stock. The foregoing requirements, and any assurances given
pursuant to such requirements, shall be inoperative if (1)&nbsp;the issuance of the shares of Common
Stock upon the exercise or acquisition of Common Stock under the Stock Award has been registered
under a then currently effective registration statement under the Securities Act, or (2)&nbsp;as to any
particular requirement, a determination is made by counsel for the Company that such requirement
need not be met in the circumstances under the then applicable securities laws. The Company may,
upon advice of counsel to the Company, place legends on stock certificates issued under the Plan as
such counsel deems necessary or appropriate in order to comply with applicable securities laws,
including, but not limited to, legends restricting the transfer of the Common Stock.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(e)&nbsp;Withholding Obligations. </B>To the extent provided by the
terms of a Stock Award Agreement, the Company may in its sole discretion, satisfy any federal,
state or local tax withholding obligation relating to a Stock Award by any of the following means
(in addition to the Company&#146;s right to withhold from any compensation paid to the Participant by
the Company) or by a combination of such means: (i)&nbsp;causing the Participant to tender a cash
payment; (ii)&nbsp;withholding shares of Common Stock from the shares of Common Stock issued or
otherwise issuable to the Participant in connection with the Stock Award; or (iii)&nbsp;by such other
method as may be set forth in the Stock Award Agreement.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(f)&nbsp;Electronic Delivery</B>. Any reference herein to a
&#147;written&#148; agreement or document shall include any agreement or document delivered electronically or
posted on the Company&#146;s intranet.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 12pt"><B>11. ADJUSTMENTS UPON CHANGES IN STOCK.</B>
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(a)&nbsp;Capitalization Adjustments</B>. If any change is made in, or
other event occurs with respect to, the Common Stock subject to the Plan or subject to any Stock
Award without the receipt of consideration by the Company through merger, consolidation,
reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than
cash, stock split, liquidating dividend, combination of shares, exchange of shares, change in
corporate structure or other transaction not involving the receipt of consideration by the Company
(each a &#147;Capitalization Adjustment&#148;), the Plan will be appropriately adjusted in the class(es) and
maximum number of securities subject to the Plan pursuant to Sections 4(a) and 4(b) and the maximum
number of securities subject to award to any person pursuant to Section&nbsp;5(c), and the outstanding
Stock Awards will be appropriately adjusted in the class(es) and number
of securities and price per share of Common Stock subject to such outstanding Stock Awards.
The Board shall make such adjustments, and its determination shall be final, binding and
conclusive. (Notwithstanding the foregoing, the conversion of any convertible securities of the
Company shall not be treated as a transaction &#147;without receipt of consideration&#148; by the Company.)
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(b)&nbsp;Dissolution or Liquidation</B>. In the event of a
dissolution or liquidation of the Company, all outstanding Stock Awards (other than Stock Awards
consisting of vested and outstanding shares of Common Stock not subject to the Company&#146;s right of
repurchase) shall terminate immediately prior to the completion of such dissolution or liquidation,
and the shares of Common Stock subject to the Company&#146;s repurchase option may be repurchased by the
Company notwithstanding the fact that the holder of such Stock Award is providing Continuous
Service; <I>provided, however, </I>that the Board may, in its sole discretion, cause some or all Stock
Awards to become fully vested, exercisable and/or no longer subject to
</DIV>

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<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">repurchase or forfeiture (to
the extent such Stock Awards have not previously expired or terminated) before the dissolution or
liquidation is completed but contingent on its completion.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(c)&nbsp;Corporate Transaction</B>. In the event of a Corporate
Transaction, any surviving corporation or acquiring corporation may assume or continue any or all
Stock Awards outstanding under the Plan or may substitute similar stock awards for Stock Awards
outstanding under the Plan (including but not limited to, awards to acquire the same consideration
paid to the stockholders of the Company, as the case may be, pursuant to the Corporate
Transaction), and any reacquisition or repurchase rights held by the Company in respect of Common
Stock issued pursuant to Stock Awards may be assigned by the Company to the successor of the
Company (or the successor&#146;s parent company), if any, in connection with such Corporate Transaction.
A surviving corporation or acquiring corporation may not choose to assume or continue only a
portion of a Stock Award or substitute a similar stock award for only a portion of a Stock Award.
The terms of any assumption, continuation or substitution shall be set by the Board in accordance
with the provisions of Section&nbsp;3. In the event that any surviving corporation or acquiring
corporation does not assume or continue all such outstanding Stock Awards or substitute similar
stock awards for all such outstanding Stock Awards, then with respect to Stock Awards that have
been not assumed, continued or substituted and that are held by Participants whose Continuous
Service has not terminated prior to the effective time of the Corporate Transaction, the vesting of
such Stock Awards (and, if applicable, the time at which such Stock Awards may be exercised) shall
(contingent upon the effectiveness of the Corporate Transaction) be accelerated in full to a date
prior to the effective time of such Corporate Transaction as the Board shall determine (or, if the
Board shall not determine such a date, to the date that is five (5)&nbsp;days prior to the effective
time of the Corporate Transaction), and such Stock Awards shall terminate if not exercised (if
applicable) at or prior to such effective time, and any reacquisition or repurchase rights held by
the Company with respect to such Stock Awards shall (contingent upon the effectiveness of the
Corporate Transaction) lapse. With respect to any other Stock Awards outstanding under the Plan
that have not been assumed, continued or substituted, the vesting of such Stock Awards (and, if
applicable, the time at which such Stock Award may be exercised) shall not be accelerated, unless
otherwise provided in a written agreement between the Company or any Affiliate and the holder of
such Stock Award, and such Stock Awards (other than Stock Awards consisting of vested and
outstanding shares of Common Stock not subject to the Company&#146;s right of repurchase) shall
terminate if not exercised (if applicable) prior to the effective time of the Corporate
Transaction.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(d)&nbsp;Change in Control. </B>A Stock Award may be subject to
additional acceleration of vesting and exercisability upon or after a Change in Control as may be
provided in the Stock Award Agreement for such Stock Award or as may be provided in any other
written agreement between the Company or any Affiliate and the Participant, but in the absence of
such provision, no such acceleration shall occur.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 12pt"><B>12. AMENDMENT OF THE PLAN AND STOCK AWARDS.</B>
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(a)&nbsp;Amendment of Plan. </B>Subject to the limitations, if any,
of applicable law, the Board at any time, and from time to time, may amend the Plan. However,
except as provided in Section 11(a) relating to Capitalization Adjustments, no amendment shall be
effective unless approved by the stockholders of the Company to the extent stockholder approval is
necessary to satisfy applicable law.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(b)&nbsp;No Impairment of Rights. </B>Rights under any Stock Award
granted before amendment of the Plan shall not be impaired by any amendment of the Plan unless (i)
the Company requests the consent of the Participant and (ii)&nbsp;the Participant consents in writing.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(c)&nbsp;Amendment of Stock Awards. </B>The Board at any time, and
from time to time, may amend the terms of any one or more Stock Awards, including, but not limited
to, amendments to provide terms more favorable than previously provided in the agreement evidencing
a Stock Award, subject to any specified limits in the Plan that are not subject to Board
discretion; <I>provided, however, </I>that the rights under any Stock Award shall not be impaired by any
such amendment unless (i)&nbsp;the Company requests the consent of the Participant and (ii)&nbsp;the
Participant consents in writing.
</DIV>

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<DIV align="justify" style="font-size: 10pt; margin-top: 12pt"><B>13. TERMINATION OR SUSPENSION OF THE PLAN.</B>
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(a)&nbsp;Plan Term. </B>The Board may suspend or terminate the Plan
at any time. No Stock Awards may be granted under the Plan while the Plan is suspended or after it
is terminated.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(b)&nbsp;No Impairment of Rights. </B>Suspension or termination of
the Plan shall not impair rights and obligations under any Stock Award granted while the Plan is in
effect except with the written consent of the Participant.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 12pt"><B>14. EFFECTIVE DATE OF PLAN.</B>
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Plan shall become effective as determined by the Board.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 12pt"><B>15. CHOICE OF LAW.</B>
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The law of the State of Colorado shall govern all questions concerning the construction,
validity and interpretation of this Plan, without regard to such state&#146;s conflict of laws rules.
</DIV>


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