Mueller Water Products, Inc.
EX-10.5
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<DIV align="right" style="font-size: 10pt; margin-top: 12pt"><B>Exhibit&nbsp;10.5</B></DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>MUELLER WATER PRODUCTS, INC.</B></DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 6pt"><B>Amended
and Restated 2006 Stock Incentive Plan</B></DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 6pt">Approved by the Board of Directors on November&nbsp;30, 2007<BR>
Approved by the Stockholders on January&nbsp;30, 2008</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 6pt">Termination Date: May&nbsp;23, 2016</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 6pt">I. PURPOSE.</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.1. The purpose of this Plan is to aid the Company and its Affiliates in recruiting and
retaining key Employees (including officers), Directors, and Consultants of outstanding ability
and to motivate such persons to exert their best efforts on behalf of the Company and its
Affiliates by providing incentives through the granting of Stock Awards. The Company expects
that it will benefit from the added interest which such key Employees, Directors and Consultants
will have in the welfare of the Company as a result of their proprietary interest in the
Company&#146;s success.</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 6pt">II. DEFINITIONS.</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.1. &#147;Affiliate&#148; means, with respect to the Company, any entity directly or indirectly
controlling, controlled by, or under common control with, the Company or any other entity
designated by the Board in which the Company or any Affiliate has an interest.</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.2. &#147;Applicable Law&#148; means the legal requirements relating to the administration of an
equity compensation plan under applicable U.S. federal and state corporate and securities laws,
the Code, any stock exchange rules or regulations, and the applicable laws of any other country
or jurisdiction, as such laws, rules, regulations and requirements shall be in place from time
to time.</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.3. &#147;Beneficial Owner&#148; means the definition given in Rule&nbsp;13d-3 promulgated under the
Exchange Act.</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.4. &#147;Board&#148; means the board of directors of the Company.</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.5. &#147;Cause&#148; means any of the following: (1)&nbsp;the Participant&#146;s theft, dishonesty, or
falsification of any documents or records related to the Company or any of its Affiliates; (2)
the Participant&#146;s improper use or disclosure of the Company&#146;s or any of its Affiliate&#146;s
confidential or proprietary information; (3)&nbsp;any action by the Participant which has a material
detrimental effect on the reputation or business of the Company or any of its Affiliates; (4)
the Participant&#146;s failure or inability to perform any reasonable assigned duties, if such
failure or inability is reasonably capable of cure, after being provided with a reasonable
opportunity to cure, such failure or inability; (5)&nbsp;any material breach by the Participant of
any employment or service agreement between the Participant and the Company or any of its
Affiliates or applicable policy of the Company or any of its Affiliates,</DIV>

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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">which breach is not cured pursuant to the terms of such agreement; or (6)&nbsp;the Participant&#146;s
indictment or plea of guilty or nolo contendere with respect to any criminal act which impairs
the Participant&#146;s ability to perform his or her duties with the Company or any of its
Affiliates. Notwithstanding the foregoing, the definition of &#147;Cause&#148; in an individual written
agreement between the Company or any of its Affiliates and the Participant shall supersede the
foregoing definition with respect to Stock Awards subject to such individual agreement to the
extent expressly provided for in such individual written agreement (it being understood,
however, that if no definition of the term &#147;Cause&#148; is set forth in such an individual written
agreement, the foregoing definition shall apply).
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.6. &#147;Change of Control&#148; means , unless otherwise provided in a Stock Award Agreement, the
occurrence of any of the following events:
</DIV>



<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) The sale, exchange, lease or other disposition, in one or a series of related
transactions, of all or substantially all of the assets of the Company to a person or group
of related persons, as such terms are defined or described in Sections&nbsp;3(a)(9) and 13(d)(3)
of the Exchange Act;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii) A merger or consolidation or similar transaction involving the Company if the
stockholders of the Common Stock of the Company immediately prior to such transaction do not
own a majority of the outstanding common stock of the surviving company or its parent
immediately after the transaction in substantially the same proportions relative to each
other as immediately prior to such transaction;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii) Any person or group becomes the Beneficial Owner, directly or indirectly, of more
than 50% of the total voting power of the voting stock of the Company, including by way of
merger, consolidation or otherwise (for the purposes of this clause (iii), a member of a
group will not be considered to be the Beneficial Owner of the securities owned by other
members of the group other than in response to a contested proxy or other control battle);
or
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iv) During any period of two (2)&nbsp;consecutive years, individuals who at the beginning
of such period constituted the Board (together with any new Directors whose election by such
Board or whose nomination for election by the stockholders of the Company was approved by a
vote of a majority of the Directors of the Company then still in office, who were either
Directors at the beginning of such period or whose election or nomination for election was
previously so approved) cease for any reason to constitute a majority of the Board then in
office.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.7. &#147;Code&#148; means the Internal Revenue Code of 1986, as amended from time to time.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.8. &#147;Committee&#148; means the Board, or a committee of one or more members of the Board (or
other individuals who are not members of the Board to the extent allowed by law) duly appointed
by the Board in accordance with the Plan and Applicable Law. At any
</DIV>

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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">time that no such committee
has been appointed, the Board shall constitute the &#147;Committee&#148;
hereunder.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.9. &#147;Common Stock&#148; means the Series&nbsp;A common stock of the Company, par value $0.01 per
Share.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.10. &#147;Company&#148; means Mueller Water Products, Inc., a Delaware corporation.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.11. &#147;Consultant&#148; means any person (i)&nbsp;engaged by the Company or an Affiliate to render
consulting or advisory services and who is compensated for such services or (ii)&nbsp;who is a member
of the board of directors of an Affiliate. For purposes of determining eligibility to
participate in the Plan, the term Consultant shall be clarified pursuant to the provisions of
Section&nbsp;5.4.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.12. &#147;Continuous Service&#148; means that the Participant&#146;s service with the Company or an
Affiliate, whether as an Employee, Director, or Consultant, as applicable, is not interrupted or
terminated. Unless otherwise expressly provided in the Stock Award, the Participant&#146;s
Continuous Service shall be deemed to have terminated when the Participant &#147;separates from
service&#148; within the meaning of Code Section&nbsp;409A.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.13. &#147;Covered Employee&#148; means a &#147;covered employee&#148; as determined for purposes of Section
162(m) of the Code.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.14. &#147;Director&#148; means a member of the Board of Directors of the Company.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.15. &#147;Disability&#148; (a)&nbsp;means with respect to all Incentive Stock Options, the permanent and
total disability of a person within the meaning of Section&nbsp;22(e)(3) of the Code, (b)&nbsp;for all
other purposes, has the meaning under Section&nbsp;409A(a)(2)(C)(i) of the Code, that is, the
Participant (a)&nbsp;is unable to engage in any substantial gainful activity by reason of any
medically determinable physical or mental impairment which can be expected to result in death or
can be expected to last for a continuous period of not less than 12&nbsp;months or (b)&nbsp;is, by reason
of any medically determinable physical or mental impairment which can be expected to result in
death, or can be expected to last for a continuous period of not less than 12&nbsp;months, receiving
income replacement benefits for a period of not less than three (3)&nbsp;months under an accident and
health plan covering employees of the Participant&#146;s employer.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.16. &#147;Employee&#148; means any person employed by the Company or an Affiliate. Compensation by
the Company or an Affiliate solely for services as a Director or as a Consultant shall not be
sufficient to constitute &#147;employment&#148; by the Company or an Affiliate.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.17. &#147;Exchange Act&#148; means the Securities Exchange Act of 1934, as amended from time to
time.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.18. &#147;Fair Market Value&#148; means, as of any date, the value of the Common Stock determined
as follows:
</DIV>

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<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) If the Common Stock is listed on any established stock exchange or traded on the
Nasdaq National Market or the Nasdaq SmallCap 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 such
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 date of determination, as
reported in The Wall Street Journal or such other source as the Board deems reliable;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii) If the Common Stock is regularly quoted by a recognized securities dealer but
selling prices are not reported, the Fair Market Value of a share of Common Stock shall be
the mean between the high bid and low asked prices for the Common Stock on the day of
determination, as reported in The Wall Street Journal or such other source as the Board
deems reliable; or
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii) In the absence of such markets for the Common Stock, the Fair Market Value shall
be determined in good faith by the Board.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iv) Notwithstanding the foregoing, to the extent required to comply with Section&nbsp;409A
of the Code in order to avoid the imposition of penalties or interest in respect thereof,
the value of the Common Stock shall be determined in a manner consistent with Section&nbsp;409A
(and the regulations and guidance promulgated thereunder).
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.19. &#147;Full-Value Stock Award&#148; shall mean any of a Restricted Stock Bonus, Restricted Stock
Units, Phantom Stock Units, Performance Share Bonus, or Performance Share Units.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.20. &#147;Incentive Stock Option&#148; means an Option intended to qualify as an incentive stock
option within the meaning of Section&nbsp;422 of the Code and the regulations promulgated thereunder.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.21. &#147;Nonstatutory Stock Option&#148; means an Option not intended to qualify as an Incentive
Stock Option.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.22. &#147;Option&#148; means an Incentive Stock Option or a Nonstatutory Stock Option granted
pursuant to the Plan.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.23. &#147;Optionholder&#148; 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="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.24. &#147;Participant&#148; means an Employee, Director or Consultant 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="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.25. &#147;Performance Share Bonus&#148; means a grant of shares of the Company&#146;s Common Stock not
requiring a Participant to pay any amount of monetary consideration
</DIV>

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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">(other than par value to the
extent required by Applicable Law), and subject to the provisions of Section&nbsp;8.2 of the Plan.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.26. &#147;Performance Share Unit&#148; means the right to receive the value of one (1)&nbsp;share of the
Company&#146;s Common Stock at the time the Performance Share Unit vests, with the further right to
elect to defer receipt of that value otherwise deliverable upon the vesting of an award of
Performance Share Units to the extent permitted in the Participant&#146;s agreement. These
Performance Share Units are subject to the provisions of Section&nbsp;8.2 of the Plan.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.27. &#147;Phantom Stock Unit&#148; means the right to receive the value of one (1)&nbsp;share of the
Company&#146;s Common Stock, subject to the provisions of Section&nbsp;8.2 of the Plan.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.28. &#147;Plan&#148; means this Mueller Water Products, Inc. 2006 Stock Incentive Plan, as amended
and in effect from time to time.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.29. &#147;Restricted Stock Bonus&#148; means a grant of shares of the Company&#146;s Common Stock not
requiring a Participant to pay any amount of monetary consideration (other than par value to the
extent required by Applicable Law), and subject to the provisions of Section&nbsp;8.2 of the Plan.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.30. &#147;Restricted Stock Purchase Right&#148; means the right to acquire shares of the Company&#146;s
Common Stock upon the payment of the agreed-upon monetary consideration, subject to the
provisions of Section&nbsp;8.2 of the Plan.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.31. &#147;Restricted Stock Unit&#148; means the right to receive the value of one (1)&nbsp;share of the
Company&#146;s Common Stock at the time the Restricted Stock Unit vests, with the further right to
elect to defer receipt of that value otherwise deliverable upon the vesting of an award of
restricted stock to the extent permitted in the Participant&#146;s agreement. These Restricted Stock
Units are subject to the provisions of Section&nbsp;8.2 of the Plan.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.32. &#147;Retirement&#148; means the voluntary termination of a Participant&#146;s Continuous Service
at such time that the Participant&#146;s age and years of service equal or exceed 70, but only after
the Participant&#146;s 60<SUP style="font-size: 85%; vertical-align: text-top">th</SUP> birthday.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.33. &#147;Rule&nbsp;16b-3&#148; means Rule&nbsp;16b-3 promulgated under the Exchange Act or any successor to
Rule l6b-3, as in effect from time to time.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.34. &#147;Securities Act&#148; means the Securities Act of 1933, as amended from time to time.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.35. &#147;Stock Appreciation Right&#148; means the right to receive an amount equal to the Fair
Market Value of one (1)&nbsp;share of the Company&#146;s Common Stock on the day the Stock Appreciation
Right is redeemed, reduced by the deemed exercise price or base price of such right, subject to
the provisions of Section&nbsp;8.1 of the Plan.
</DIV>

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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.36. &#147;Stock Award&#148; means any award of an Option, Restricted Stock Bonus, Restricted Stock
Purchase Right, Stock Appreciation Right, Phantom Stock Unit, Restricted
Stock Unit, Performance Share Bonus, Performance Share Unit, or other stock-based award.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.37. &#147;Stock Award Agreement&#148; means a written agreement between the Company and a holder of
a Stock Award setting forth the terms and conditions of an individual Stock Award grant. Each
Stock Award Agreement shall be subject to the terms and conditions of the Plan.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.38. &#147;Subsidiary&#148; means a subsidiary corporation, as defined in Section 424(f) of the
Code.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.39. &#147;Ten Percent Shareholder&#148; means a person who owns (or is deemed to own pursuant to
Section 424(d) of the Code) 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 subsidiary corporation.
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt">III. ADMINISTRATION.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;3.1. <U>Administration</U>. The Plan shall be administered by a Committee consisting of
two or more directors, each of whom shall be a &#147;non-employee director&#148; within the meaning of
Rule&nbsp;16b-3 and an &#147;outside director&#148; within the meaning of Section 162(m) of the Code, unless
otherwise determined by the Board. The Committee shall administer the Plan and shall have the
power, subject to, and within the limitations of, the express provisions of the Plan:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) 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 Awards shall be granted; the terms and conditions of each
Stock Award granted (which need not be identical), including the time or times when a person
shall be permitted to receive cash and/or Common Stock pursuant to a Stock Award; the number
of shares of Common Stock with respect to which a Stock Award shall be granted to each such
person; and whether a Stock Award will be adjusted to account for dividends paid with
respect to the Company&#146;s Common Stock (subject to the requirements of Code Section&nbsp;409A).
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii) To construe and interpret the Plan and Stock Awards granted under it, and to
establish, amend and revoke rules and regulations for the administration of the Plan. The
Committee, 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 and the terms of the Stock Award fully effective
(but only to the extent consistent with the requirements of Code Section&nbsp;409A, where
applicable).
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii) To amend the Plan or a Stock Award as provided in the Plan.
</DIV>

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<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iv) Generally, to exercise such powers and to perform such acts as the Committee deems
necessary, desirable, convenient or expedient to promote the best
interests of the Company consistent with the provisions of the Plan (subject to the
requirements of Code Section&nbsp;409A, where applicable).
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(v) To adopt sub-plans and/or special provisions applicable to Stock Awards regulated
by the laws of a jurisdiction other than and outside of the United States. Except with
respect to Section&nbsp;4 of the Plan and such other sections as required by Applicable Law, the
sub-plans and/or special provisions may take precedence over other provisions of the Plan to
the extent expressly set forth in the terms of such sub-plans and/or special provisions.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(vi) To authorize any person to execute on behalf of the Company any instrument
required to effectuate the grant of a Stock Award previously granted by the Committee.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(vii) To impose such restrictions, conditions or limitations as it determines
appropriate as to the timing and manner of any resales by a Participant or other subsequent
transfers by the Participant of any shares of Common Stock issued as a result of or under a
Stock Award, including, without limitation, (A)&nbsp;restrictions under an insider trading policy
and (B)&nbsp;restrictions as to the use of a specified brokerage firm for such resales or other
transfers.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(viii) To provide, either at the time a Stock Award is granted or by subsequent action,
that a Stock Award shall contain as a term thereof, a right, either in tandem with the other
rights under the Stock Award or as an alternative thereto, of the Participant to receive,
without payment to the Company, a number of shares of Common Stock, cash or a combination
thereof, the amount of which is determined by reference to the value of the Stock Award.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ix) To assume, or provide for the issuance of substitute Stock Awards that will
substantially preserve the otherwise applicable terms of, stock options and other
stock-based awards previously granted by an Affiliate to an award holder who is or becomes
eligible to participate in the Plan, as determined by the Committee in its sole discretion;
provided, however, that any such assumption or substitution shall comply with Applicable
Law, including but not limited to Sections&nbsp;409A and 424 of the Code, and any such substitute
Stock Awards may be granted at a price below Fair Market Value only to the extent that such
grants would otherwise comply with the terms of this Plan, including but not limited to
Section&nbsp;10.10 hereof.
</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;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;3.2. <U>Delegation by the Committee</U>. In no way limiting any other provision of the
Plan, the Committee may delegate its duties and powers hereunder in whole or in part to any
subcommittee thereof consisting solely of at least two individuals who are intended to qualify as
&#147;Non-Employee Directors&#148; within the meaning of Rule&nbsp;16b-3 under the Exchange Act and &#147;outside
directors&#148; within the meaning of Section 162(m) of the Code.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;3.3. <U>Stock Pool</U>. The Committee may, by resolution, authorize the Chief Executive
Officer or another director to grant a Stock Award, to the extent permitted by
Delaware law, to any Employee who is not a Covered Employee or expected to become a Covered
Employee or is not a named executive officer, in accordance with the limitations established by
the Committee including the maximum number of shares of Common Stock subject to all such Stock
Awards made in a fiscal year of the Company, the maximum Shares subject to all Stock Awards made
to any one person at any one time, the requirement that no Stock Award be made at less than Fair
Market Value, and subject to any other restrictions required by law. Any Stock Awards made
pursuant to this delegation shall be reported periodically to the Committee.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;3.4. <U>Effect of the Committee&#146;s Decision</U>. All determinations, interpretations and
constructions made by the Committee or its duly authorized sub-committee(s) in good faith shall
not be subject to review by any person and shall be final, binding and conclusive on all persons.
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt">IV. SHARES SUBJECT TO THE PLAN.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.1. <U>Share Reserve</U>. Subject to the provisions of Section&nbsp;11 of the Plan relating
to adjustments upon changes in Common Stock, the maximum aggregate number of shares of Common
Stock that may be issued pursuant to Stock Awards shall not exceed 8,000,000 shares of Common
Stock (&#147;Share Reserve&#148;), provided that each share of Common Stock issued pursuant to an Option
or Restricted Stock Purchase Right shall reduce the Share Reserve by one (1)&nbsp;share and each
share of Common Stock subject to the redeemed portion of a Stock Appreciation Right (whether the
distribution upon redemption is made in cash, stock or a combination of the two) shall reduce
the Share Reserve by one (1)&nbsp;share. Each share of Common Stock issued pursuant to a Full-Value
Stock Award shall reduce the Share Reserve by one (1)&nbsp;share. To the extent that a distribution
pursuant to a Stock Award is made in cash, the Share Reserve shall be reduced by the number of
shares of Common Stock subject to the redeemed or exercised portion of the Stock Award.
Notwithstanding any other provision of the Plan to the contrary, the maximum aggregate number of
shares of Common Stock that may be issued under the Plan pursuant to Incentive Stock Options is
1,250,000 shares of Common Stock (&#147;ISO Limit&#148;), subject to the adjustments provided for in
Section&nbsp;11 of the Plan.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.2. <U>Reversion of Shares to the Share Reserve</U>. If any Stock Award granted under
this Plan shall for any reason (i)&nbsp;expire, be cancelled or otherwise terminate, in whole or in
part, without having been exercised or redeemed in full, (ii)&nbsp;be reacquired by the Company prior
to vesting, or (iii)&nbsp;be repurchased at cost by the Company prior to vesting, the shares of
Common Stock not acquired under such Stock Award shall revert or be added to
</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">the Share Reserve and become available for issuance under the Plan; provided, however, that such shares of Common
Stock shall not be available for issuance pursuant to the exercise of Incentive Stock Options.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.3. <U>Source of Shares</U>. The shares of Common Stock subject to the Plan may be
unissued shares or reacquired shares (whether purchased on the market or otherwise reacquired).
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt">V. ELIGIBILITY.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;5.1. <U>Eligibility for Specific Stock Awards</U>. Incentive Stock Options may be granted
only to Employees. Stock Awards other than Incentive Stock Options may be granted to Employees,
Directors, and Consultants. Nonstatutory Stock Options and Stock Appreciation Rights may be
granted only with respect to &#147;service recipient stock&#148; as such term is used in Code Section
409A.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;5.2. <U>Ten Percent Stockholders</U>. A Ten Percent Shareholder shall not be granted an
Incentive Stock Option unless the exercise price of such Option is at least one hundred ten
percent (110%) of the Fair Market Value of the Common Stock at the date of grant and the Option
is not exercisable after the expiration of five (5)&nbsp;years from the date of grant, except as
provided in Section&nbsp;3.1(ix) above.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;5.3. <U>Annual Limitation</U>. Subject to the provisions of Section&nbsp;11 of the Plan
relating to adjustments upon changes in the shares of Common Stock, no Employee shall be
eligible to be granted Options and other Stock Awards covering more than 1,000,000 shares of
Common Stock (with respect to Stock Awards payable in shares) or with a value in excess of
$5,000,000 (with respect to Stock Awards payable in cash) during any fiscal year; provided that
in connection with his or her initial service, an Employee may be granted Options and other
Stock Awards covering not more than an additional 300,000 shares of Common Stock (with respect
to Stock Awards payable in shares) or with a value in excess of $5,000,000 (with respect to
Stock Awards payable in cash), which shall not count against the limit set forth in the
preceding sentence.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;5.4. <U>Consultants</U>. A Consultant shall not be eligible for the grant of a Stock
Award if, at the time of grant, a Form S-8 Registration Statement under the Securities Act
(&#147;Form&nbsp;S-8&#148;) is not available to register either the offer or the sale of the Company&#146;s
securities to such Consultant because of the nature of the services that the Consultant is
providing to the Company, or because the Consultant is not a natural person, or as otherwise
provided by the rules governing the use of Form S-8, unless the Company determines both (1)&nbsp;that
such grant (A)&nbsp;shall be registered in another manner under the Securities Act (e.g., on a Form
S-3 Registration Statement) or (B)&nbsp;does not require registration under the Securities Act in
order to comply with the requirements of the Securities Act, if applicable, and (2)&nbsp;that such
grant complies with the securities laws of all other relevant jurisdictions.
</DIV>

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

<DIV align="center" style="font-size: 10pt; margin-top: 18pt">VI. OPTION PROVISIONS.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.1 <U>Form of Options</U>. Each Option shall be in such form and shall contain such
terms and conditions as the Committee shall deem appropriate. All Options shall be separately
designated Incentive Stock Options or Nonstatutory Stock Options at the time of grant, and, if
certificates are issued, a separate certificate or certificates will be issued for shares of
Common Stock purchased upon exercise of each type of Option. The provisions of separate Options
need not be identical, but each Option 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="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.2 <U>Term</U>. In the absence of a provision to the contrary in the individual
Optionholder&#146;s Stock Award Agreement, and subject to the provisions of Section&nbsp;5.2 of the Plan
regarding grants of Incentive Stock Options to Ten Percent Stockholders, the term of the Option
shall be ten (10)&nbsp;years from the date it was granted.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.3 <U>Incentive Stock Option $100,000 Limitation</U>. To the extent that the aggregate
Fair Market Value (determined at the time of grant) of Common Stock with respect to which
Incentive Stock Options are exercisable for the first time by any Optionholder during any
calendar year (under all plans of the Company and its Affiliates) exceeds one hundred thousand
dollars ($100,000), or such other limit as may be set by Applicable Law, the Options or portions
thereof which exceed such limit (according to the order in which they were granted) shall be
treated as Nonstatutory Stock Options.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.4 <U>Exercise Price of an Incentive Stock Option</U>. The exercise price of each
Incentive Stock Option shall be not less than one hundred percent (100%) of the Fair Market
Value of the Common Stock subject to the Option on the date the Option is granted (or less than
one hundred and ten percent (110%) in the case of a Ten Percent Shareholder), except as provided
in Section&nbsp;3.1(ix) above.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.5 <U>Exercise Price of a Nonstatutory Stock Option</U>. The exercise price of each
Nonstatutory Stock Option shall be not less than one hundred percent (100%) of the Fair Market
Value of the Common Stock subject to the Option on the date the Option is granted, except as
provided in Section&nbsp;3.1(ix) above.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.6 <U>Consideration</U>.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) The purchase price of Common Stock acquired pursuant to an Option shall be paid, to
the extent permitted by applicable statutes and regulations, either (a)&nbsp;in cash or by check
at the time the Option is exercised or (b)&nbsp;at the discretion of the Committee (in the case
of Incentive Stock Options, at the time of the grant of the Option): (1)&nbsp;by delivery to the
Company of other shares of Common Stock (subject to such requirements as may be imposed by
the Committee), (2)&nbsp;if there is a public market for the Common Stock at such time, and to
the extent permitted by Applicable Law, pursuant to a &#147;same day sale&#148; program that results
in 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
</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; margin-left: 2%">from the sales proceeds, (3)
reduction of the Company&#146;s liability to the Optionholder, (4)&nbsp;by any other form of
consideration permitted by law, but in no event shall a promissory note or other form of
deferred payment constitute a permissible form of consideration for an Option granted under
the Plan, or (5)&nbsp;by some combination of the foregoing. In each such case, the combination
of any cash and property used to pay the purchase price shall have a Fair Market Value on
the exercise date equal to the applicable exercise price.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii) Unless otherwise specifically provided in the Stock Award Agreement, the purchase
price of Common Stock acquired pursuant to a Stock Award that is paid by delivery to the
Company of other Common Stock, which Common Stock was acquired, directly or indirectly from
the Company, shall be paid only by shares of the Common
Stock that have been held for more than six (6)&nbsp;months (or such longer or shorter
period of time required to avoid a supplemental charge to earnings for financial accounting
purposes).
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii) Whenever a Participant is permitted to pay the exercise price of a Stock Award
and/or taxes relating to the exercise of a Stock Award by delivering Common Stock, the
Participant may, subject to procedures satisfactory to the Committee, satisfy such delivery
requirements by presenting proof of beneficial ownership of such Common Stock, in which case
the Company shall treat the Stock Award as exercised or redeemed without further payment and
shall withhold such number of shares of Common Stock from the Common Stock acquired under
the Stock Award. When necessary to avoid a supplemental charge to earnings for financial
accounting purposes, any such withholding for tax purposes shall be made at the statutory
minimum rate of withholding.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.7 <U>Transferability of an Incentive Stock Option</U>. An Incentive Stock 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.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.8 <U>Transferability of a Nonstatutory Stock Option</U>. Except as otherwise provided
in the Stock Award Agreement, a Nonstatutory Stock 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
transfer a Nonstatutory Stock Option to a trust established solely for the benefit of one or
more family members (as defined in the General Instructions to Form S-8 promulgated under the
Securities Act of 1933, or a successor to such instructions or such form) of the Optionholder;
provided that the Participant may not receive any consideration for the transfer. All terms and
conditions applicable to the Nonstatutory Stock Option, including without limitation provisions
relating to the termination of the Participant&#146;s Continuous Service, and the effect thereof,
shall continue to apply following a transfer made in accordance with this Section&nbsp;6.8.
Subsequent transfers of a Nonstatutory Stock Option transferred by a Participant in accordance
with this Section&nbsp;6.8 shall be prohibited, except by will or by the laws of descent and
distribution; provided that a transferee, where applicable under the terms of the transfer from
the Participant, shall have the right previously held by the Participant to designate a
Beneficiary.
</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;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.9 <U>Vesting Generally</U>. Options granted under the Plan shall be exercisable at such
times and upon such terms and conditions as may be determined by the Committee. The vesting
provisions of individual Options may vary. The provisions of this Section&nbsp;6.9 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="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.10 <U>Termination of Unvested Options</U>. Any Option or portion thereof that is not
vested at the time of termination of Continuous Service shall lapse and terminate, and shall not
be exercisable by the Optionee or any other person, unless otherwise provided for in the Stock
Award Agreement.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.11 <U>Termination of Continuous Service</U>. In the event an Optionholder&#146;s Continuous
Service terminates (other than upon the Optionholder&#146;s death, Disability or Retirement or
termination for Cause), the Option shall remain exercisable for three (3)&nbsp;months following the
date of termination (to the extent that the Option was exercisable at that time), or such other
period specified in the Stock Award Agreement. In no event may the Option be exercised after
the expiration of the term of the Option as set forth in the Stock Award Agreement. If the
Optionholder does not exercise his or her Option within the specified time, the Option shall
terminate.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.12 <U>Extension of Termination Date</U>. An Optionholder&#146;s Stock Award Agreement may
also provide that if the exercise of the Option following the termination of the Optionholder&#146;s
Continuous Service (other than upon the Optionholder&#146;s death or termination for Cause) would be
prohibited at any time solely because the issuance of shares of Common Stock would violate the
registration requirements under the Securities Act or other applicable securities law, then the
Option shall terminate on the earlier of (i)&nbsp;the expiration of the term of the Option set forth
in the Stock Award 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 or other applicable securities law.
The provisions of this Section&nbsp;6.12 notwithstanding, in the event that a sale of the shares of
Common Stock received upon exercise of his or her Option would subject the Optionholder to
liability under Section 16(b) of the Exchange Act, then the Option will terminate on the earlier
of (1)&nbsp;the fifteenth (15<SUP style="font-size: 85%; vertical-align: text-top">th</SUP>) day after the last date upon which such sale would result
in liability, or (2)&nbsp;two hundred ten (210)&nbsp;days following the date of termination of the
Optionholder&#146;s employment or other service to the Company (and in no event later than the
expiration of the term of the Option).
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.13 <U>Disability or Retirement of Optionholder</U>. In the event an Optionholder&#146;s
Continuous Service terminates upon the Optionholder&#146;s Disability or Retirement, the Option shall
remain exercisable for two (2)&nbsp;years following the date of termination (to the extent that the
Option was exercisable at that time), or such other period specified in the Stock Award
Agreement. In no event may the Option be exercised after than the expiration of the term of the
Option as set forth in the Stock Award Agreement. If the Optionholder does not exercise his or
her Option within the specified time, the Option shall terminate.
</DIV>

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</DIV>

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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.14 <U>Death of Optionholder</U>. In the event (i)&nbsp;an Optionholder&#146;s Continuous Service
terminates as a result of the Optionholder&#146;s death or (ii)&nbsp;the Optionholder dies after the
termination of his or her Continuous Service but within the post-termination exercise period
applicable to the Option, then, except as otherwise provided in the Stock Award Agreement, the
Option shall remain exercisable for two (2)&nbsp;years following the date of death (to the extent
that the Option was exercisable at that time). In no event may the Option be exercised after
the expiration of the term of the Option as set forth in the Stock Award Agreement. If the
Option is not exercised by the person entitled to do so within the specified time, the Option
shall terminate.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.15 <U>Termination for Cause</U>. Unless otherwise provided in the applicable Stock
Award Agreement, the Option shall cease to be exercisable as to all unexercised shares of
Common Stock (including any vested shares) immediately upon the termination of the
Optionholder&#146;s Continuous Service for Cause.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.16 <U>Early Exercise Generally Not Permitted</U>. The Company may grant Options which
permit the Optionholder to exercise the Option as to any part or all of the shares of Common
Stock subject to the Option prior to the vesting of the Option. If a Stock Award Agreement does
permit such early exercise, 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 Committee determines
to be appropriate.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.17 <U>No Repricing of Options</U>. The Committee shall have no authority to make any
adjustment or amendment (except as provided in Section&nbsp;3.1(ix) or Article&nbsp;XI of this Plan), and no
such adjustment or amendment shall be made, that reduces or would have the effect of reducing the
exercise price of an Option previously granted under the Plan, whether through amendment,
cancellation or replacement grants, or other means, unless the Company&#146;s stockholders shall have
approved such adjustment or amendment.
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt">VII. NON-DISCRETIONARY STOCK AWARDS FOR ELIGIBLE DIRECTORS.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7.1 <U>Stock Awards for Eligible Directors</U>. In addition to any other Stock Awards
that Directors may be granted on a discretionary basis under the Plan, each Director of the
Company who is not an Employee of the Company or any Affiliate (each, an &#147;Eligible Director&#148;)
shall be automatically granted, without the necessity of action by the Committee, the following
Stock Awards:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) <U>Initial Grant</U>. On the date that a Director commences service on the Board
and satisfies the definition of an Eligible Director, an initial grant of a Stock Award (the
&#147;Initial Grant&#148;) shall automatically be made to that Eligible Director. The type of Stock
Award, the number of shares subject to this Initial Grant and other terms governing this
Initial Grant shall be as determined by the Committee in its sole discretion. If the
Committee does not establish the terms and conditions of the Initial Grant for a given
newly-elected Eligible Director prior to the date of grant, then the Stock Award shall be of
the same type, and for the same number of shares, as the Initial Grant made to the
immediately preceding newly-elected Eligible Director. If at the time a Director first
</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; margin-left: 2%">commences service on the Board, the Director does not satisfy the definition of an Eligible
Director, such Director shall not be entitled to an Initial Grant at any time, even if such
Director subsequently becomes an Eligible Director.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii) <U>Annual Grant</U>. An annual Stock Award grant (the &#147;Annual Grant&#148;) shall
automatically be made to each Director who (1)&nbsp;is re-elected to the Board, (2)&nbsp;is an
Eligible Director on the relevant grant date, and (3)&nbsp;has served as a Director for a period
of at least six (6)&nbsp;months on the relevant grant date. The type of Stock Award, the number
of shares subject to the Annual Grant and other terms governing the Annual Grant shall be as
determined by the Committee in its sole discretion. If the Committee does not establish
the terms and conditions of the Annual Grant prior to the date of grant, then the Annual
Grant shall be of the same type, and for the same number of shares of
Common Stock, as the Annual Grants made for the immediately preceding year. The date
of grant of an Annual Grant is the date on which the Director is re-elected to serve on the
Board.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii) <U>Vesting</U>. Notwithstanding the foregoing, if the vesting of the Stock
Award is based solely on the Director&#146;s Continuous Service, the Stock Award will not fully
vest in less than three (3)&nbsp;years.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iv) <U>Vesting on Retirement</U>. All Initial Grants and Annual Grants held by an
Eligible Director shall become fully vested and exercisable upon the termination of the
Eligible Director&#146;s Continuous Service by reason of Retirement, unless otherwise expressly
set forth in the applicable Stock Award Agreement(s).
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt">VIII. PROVISIONS OF STOCK AWARDS OTHER THAN OPTIONS.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;8.1. <U>Stock Appreciation Rights</U>. Each award of Stock Appreciation Rights (&#147;SARs&#148;)
granted under the Plan shall be subject to such terms and conditions as the Committee shall deem
appropriate. The terms and conditions of SAR agreements need not be identical, but each SAR
agreement shall include the substance of each of the applicable provisions of this Section&nbsp;8.1.
The two types of SARs that are authorized for issuance under this Plan are:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) <U>Stand-Alone SARs</U>. The following terms and conditions shall govern the
grant and redeemability of stand-alone SARs:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 6%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(A) The stand-alone SAR shall cover a specified number of underlying shares of
Common Stock and shall be redeemable upon such terms and conditions as the Committee
may establish. Upon redemption of the stand-alone SAR, the holder shall be entitled
to receive a distribution from the Company in an amount equal to the excess of (i)
the aggregate Fair Market Value (on the redemption date) of the shares of Common
Stock underlying the redeemed right over (ii)&nbsp;the aggregate base price in effect for
those shares.
</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; margin-left: 6%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(B) The number of shares of Common Stock underlying each stand-alone SAR and
the base price in effect for those shares shall be determined by the Committee in
its sole discretion at the time the stand-alone SAR is granted. In no event,
however, may the base price per share be less than one hundred percent (100%) of the
Fair Market Value per underlying share of Common Stock on the grant date.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 6%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(C) The distribution with respect to any redeemed stand-alone SAR may be made
in shares of Common Stock valued at Fair Market Value on the redemption date, in
cash, or partly in shares and partly in cash, as the Committee shall in its sole
discretion deem appropriate.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii) <U>Stapled SARs</U>. The following terms and conditions shall govern the grant
and redemption of stapled SARs:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 6%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(A) Stapled SARs may only be granted concurrently with an Option to acquire the
same number of shares of Common Stock as the number of such shares underlying the
stapled SARs.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 6%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(B) Stapled SARs shall be redeemable upon such terms and conditions as the
Committee may establish and shall grant a holder the right to elect among (i)&nbsp;the
exercise of the concurrently granted Option for shares of Common Stock, whereupon
the number of shares of Common Stock subject to the stapled SARs shall be reduced by
an equivalent number, (ii)&nbsp;the redemption of such stapled SARs in exchange for a
distribution from the Company in an amount equal to the excess of the Fair Market
Value (on the redemption date) of the number of vested shares which the holder
redeems over the aggregate base price for such vested shares, whereupon the number
of shares of Common Stock subject to the concurrently granted Option shall be
reduced by any equivalent number, or (iii)&nbsp;a combination of (i)&nbsp;and (ii).
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 6%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(C) The distribution to which the holder of stapled SARs shall become entitled
upon the redemption of stapled SARs may be made in shares of Common Stock valued at
Fair Market Value on the redemption date, in cash, or partly in shares and partly in
cash, as the Committee shall in its sole discretion deem appropriate.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii) <U>Limitations</U>. The total number of shares of Common Stock subject to a SAR
may, but need not, vest in period installments that may, but need not, be equal. The
Committee shall determine the criteria under which shares of Common Stock under the SAR may
vest. If the Stock Award Agreement does not provide for transferability, then the shares
subject to the SAR shall not be transferable except by will or by the laws of descent and
distribution.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iv) <U>No Repricing of Stock Appreciation Rights</U>. The Committee shall have no
authority to make any adjustment or amendment (except as provided in Section&nbsp;3.1(ix) or Article
</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; margin-left: 2%">XI
of this Plan), and no such adjustment or amendment shall be made, that reduces or would have the
effect of reducing the base price of a Stock Appreciation Right previously granted under the Plan,
whether through amendment, cancellation or replacement grants, or other means, unless the Company&#146;s
stockholders shall have approved such adjustment or amendment.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;8.2. <U>Other Stock-Based Awards</U>. The Committee, in its sole discretion, may grant or
sell an award of a Restricted Stock Bonus, Restricted Stock Purchase Right, Phantom Stock Unit,
Restricted Stock Unit, Performance Share Bonus, Performance Share Unit, or other stock-based
award that is valued in whole or in part by reference to, or is otherwise based on, the Fair
Market Value of the Company&#146;s Common Stock (each, an &#147;Other Stock-Based Award&#148;). Each Other
Stock-Based Award shall be subject to a Stock Award Agreement which shall contain such terms and
conditions as the Committee shall
deem appropriate, including any provisions for the deferral of the receipt of any shares of
Common Stock, cash or property otherwise distributable to the Participant in respect of the
Stock Award. The terms and conditions of Other Stock-Based Awards may change from time to time,
and the terms and conditions of separate Other Stock-Based Awards need not be identical, but
each Other Stock-Based Award shall be subject to the following provisions (either through
incorporation of provisions hereof by reference in the applicable Stock Award Agreement or
otherwise):
</DIV>



<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) <U>Purchase Price</U>. Other Stock-Based Awards may be granted in consideration
for past services actually rendered to the Company or an Affiliate. The purchase price (if
any) under each Other Stock-Based Award shall be such amount as the Committee shall
determine and designate in the applicable Stock Award Agreement. To the extent required by
Applicable Law, the purchase price shall not be less than one hundred percent (100%) of the
Fair Market Value of the Common Stock subject to the Other Stock-Based Award on the date
such award is made or at the time the purchase is consummated, as applicable.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii) <U>Consideration</U>.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 6%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(A) The purchase price (if any) of Common Stock acquired pursuant to Other
Stock-Based Awards shall be paid either: (1)&nbsp;in cash or by check, or (2)&nbsp;as
determined by the Committee (and to the extent required by Applicable Law, at the
time of the grant): (v)&nbsp;by delivery to the Company of other shares of Common Stock
(subject to such requirements as may be imposed by the Committee), (w)&nbsp;if there is a
public market for the Common Stock at such time, and to the extent permitted by
Applicable Law, pursuant to a &#147;same day sale&#148; program that results in 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, (x)
reduction of the Company&#146;s liability to the Participant, (y)&nbsp;by any other form of
consideration permitted by law, but in no event shall a promissory note or other
form of deferred payment constitute a permissible form of consideration, or (z)&nbsp;by
some combination of the foregoing.
</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; margin-left: 6%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(B) Unless otherwise specifically provided in the Stock Award Agreement, the
purchase price of Common Stock acquired pursuant to any Other Stock-Based Award that
is paid by delivery to the Company of other Common Stock, which Common Stock was
acquired, directly or indirectly from the Company, shall be paid only by shares of
the Common Stock that have been held for more than six (6)&nbsp;months (or such longer or
shorter period of time required to avoid a supplemental charge to earnings for
financial accounting purposes). To the extent required by Applicable Law, the
Participant shall pay the Common Stock&#146;s &#147;par value&#148; solely in cash or by check.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 6%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(C) Whenever a Participant is permitted to pay the exercise price of any Other
Stock-Based Award and/or taxes relating to the exercise thereof by delivering Common
Stock, the Participant may, subject to procedures satisfactory
to the Committee, satisfy such delivery requirements by presenting proof of
beneficial ownership of such Common Stock, in which case the Company shall treat the
Other Stock-Based Award as exercised or redeemed without further payment and shall
withhold such number of shares of Common Stock from the Common Stock acquired under
the Other Stock-Based Award. When necessary to avoid a supplemental charge to
earnings for financial accounting purposes, any such withholding for tax purposes
shall be made at the statutory minimum rate of withholding.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii) <U>Vesting</U>. The total number of shares of Common Stock subject to each
Other Stock-Based Award may, but need not, vest and/or become redeemable in periodic
installments that may, but need not, be equal. The Committee shall determine the criteria
under which shares of Common Stock under the each Other Stock-Based Award may vest. The
criteria may or may not include performance criteria or Continuous Service. Shares of
Common Stock acquired under each Other Stock-Based Award may, but need not, be subject to a
share repurchase right or similar forfeiture feature in favor of the Company in accordance
with a vesting schedule to be determined by the Committee.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iv) <U>Distributions</U>. The distribution with respect to any Other Stock-Based
Award may be made in shares of Common Stock valued at Fair Market Value on the redemption or
exercise date, in cash, or partly in shares and partly in cash, as the Committee shall in
its sole discretion deem appropriate.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(v) <U>Termination of Participant&#146;s Continuous Service</U>. In the event a
Participant&#146;s Continuous Service terminates, the Company may repurchase or reacquire, and/or
the Participant shall forfeit (as applicable), any or all of the shares of Common Stock held
by the Participant that have not vested as of the date of termination on such terms and
conditions as set forth in the Stock Award Agreement.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(vi) <U>Transferability</U>. Rights to acquire shares of Common Stock under Other
Stock-Based Award shall be transferable by the Participant only upon such terms and
conditions as are set forth in the applicable Stock Award Agreement, as the Committee shall
determine in its discretion. If the Stock Award Agreement does not provide for
</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; margin-left: 2%">transferability, then the shares subject to Other Stock-Based Award shall not be
transferable except by will or by the laws of descent and distribution. Notwithstanding the
foregoing, the Participant may transfer an Other Stock-Based Award to a trust established
solely for the benefit of one or more family members (as defined in the General Instructions
to Form S-8 promulgated under the Securities Act of 1933, or a successor to such
instructions or such form) of the Participant; provided that the Participant may not receive
any consideration for the transfer. All terms and conditions applicable to the Other
Stock-Based Award, including without limitation provisions relating to the termination of
the Participant&#146;s Continuous Service, and the effect thereof, shall continue to apply
following a transfer made in accordance with this Section&nbsp;8.2(vi). Subsequent transfers of
an Other Stock-Based Award transferred by a Participant in accordance with this Section
8.2(vi) shall be prohibited, except by will or by the laws of descent and distribution;
provided that a transferee, where applicable under the terms of
the transfer from the Participant, shall have the right previously held by the
Participant to designate a Beneficiary.
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt">IX. ISSUANCE OF SHARES.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;9.1. <U>Availability of Shares</U>. During the terms of the outstanding 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="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;9.2. <U>Securities Law Compliance</U>. The grant of Stock Awards and the issuance of
Common Stock pursuant to Stock Awards shall be subject to compliance with all applicable
requirements of federal, state and foreign law with respect to securities. The Company shall use
commercially reasonable efforts 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, redemption or satisfaction of the Stock Awards;
provided, however, that this undertaking shall not require the Company to register under the
Securities Act or under any foreign law of similar effect the Plan, any Stock Award or any
Common Stock issued or issuable pursuant to any such Stock Award. If, after commercially
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 related to such Stock Awards unless and until such
authority is obtained.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;9.3. <U>Proceeds</U>. Proceeds from the sale of Common Stock pursuant to Stock Awards
shall constitute general funds of the Company.
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt">X. MISCELLANEOUS.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;10.1. <U>Vesting Generally</U>. If the vesting of a Stock Award is based solely on the
Participant&#146;s Continuous Service, the Stock Award will not fully vest in less than three (3)
years and if the vesting of a Stock Award is based on the achievement of performance criteria,
the Stock Award will not fully vest in less than one (1)&nbsp;year.
</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;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;10.2. <U>Acceleration of Exercisability and Vesting</U>. The Committee shall have the
power to accelerate exercisability and/or vesting of any Stock Award only in the case of death,
disability, retirement or Change of Control. Subject to the prior sentence, the Committee 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="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;10.3. <U>Clawback</U>. The Company may provide in any Stock Award Agreement that, upon
the Committee&#146;s discovery of facts that would be grounds for a termination for Cause of a
Participant&#146;s Continuous Service, and regardless of whether such discovery is made prior to or
following a termination of Continuous Service for any reason, the
Committee may (in its sole discretion, but acting in good faith) direct that the Company
recover all or a portion of the Stock Award, including any shares of Common Stock then held by
the Participant as well as any gain recognized by the Participant upon any sale of the shares of
Common Stock issued pursuant to the Stock Award. In no event shall the amount to be recovered
by the Company be less than any amount required to be repaid or recovered as a matter of law.
The Committee shall determine whether the Company shall effect any such recovery or repayment
(i)&nbsp;by seeking recovery or repayment from the Participant, (ii)&nbsp;by reducing (subject to
Applicable Law and the terms and conditions of the applicable plan, program or arrangement) the
amount that would otherwise be payable to the Participant under any compensatory plan, program,
agreement or arrangement maintained by the Company or any of its Affiliates, (iii)&nbsp;by
withholding payment of future compensation (including the payment of any discretionary bonus
amount) or grants of compensatory awards that would otherwise have been made in accordance with
the otherwise applicable compensation practices of the Company or any Affiliate, or (iv)&nbsp;by any
combination of the foregoing.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;10.4. <U>Compliance of Performance Awards</U>. Notwithstanding anything to the contrary
herein, any Stock Award granted under this Plan may, but need not, be granted in a manner which
may be deductible by the Company under Section 162(m) of the Code and, as applicable, compliant
with the requirements of Section&nbsp;409A of the Code (such awards, &#147;Performance-Based Awards&#148;). A
Participant&#146;s Performance-Based Award shall be determined based on the attainment of written
performance goals approved by the Committee for a performance period established by the
Committee, which goals are approved (i)&nbsp;while the outcome for that performance period is
substantially uncertain and (ii)&nbsp;during such period of time as permitted by Applicable Law. The
performance goals, which must be objective, shall be based upon one or more of the following
criteria: (i)&nbsp;consolidated earnings before or after taxes (including earnings before one or more
of the following: interest, taxes, depreciation and amortization); (ii)&nbsp;net income; (iii)
operating income; (iv)&nbsp;earnings per share; (v)&nbsp;book value per share; (vi)&nbsp;return on
stockholders&#146; equity; (vii)&nbsp;expense management; (viii)&nbsp;return on investment; (ix)&nbsp;improvements
in capital structure; (x)&nbsp;profitability of an identifiable business unit or product; (xi)
maintenance or improvement of profit margins; (xii)&nbsp;stock price; (xiii)&nbsp;market share; (xiv)
revenues or sales; (xv)&nbsp;costs and/or cost reductions or savings; (xvi)&nbsp;cash flow; (xvii)&nbsp;working
capital; (xviii)&nbsp;return on invested
</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">capital or assets; (xix)&nbsp;consummations of acquisitions or
sales of certain Company assets, subsidiaries or other businesses; (xx)&nbsp;funds from operations
and (xxi)&nbsp;pre-tax income . The foregoing criteria may relate to the Company, one or more of its
Affiliates or one or more of its divisions or units, or any combination of the foregoing, and
may be applied on an absolute basis and/or be relative to one or more peer group companies or
indices, or any combination thereof, all as the Committee shall determine. In addition, to the
degree consistent with Section 162(m) of the Code (or any successor section thereto) and/or
Section&nbsp;409A of the Code, the performance goals may be calculated without regard to
extraordinary items. The Committee shall determine whether, with respect to a performance
period, the applicable performance goals have been met with respect to a given Participant and,
if they have, to so certify and ascertain the amount of the applicable Performance-Based Award.
No Performance-Based Awards will be paid for such performance period until such certification
is made by the Committee. The amount of the Performance-Based Award actually paid to a
given Participant may be less than the amount determined by the applicable performance goal
formula, at the discretion of the Committee. The amount of the Performance-Based Award
determined by the Committee for a performance period shall be paid to the Participant at such
time as determined by the Committee in its sole discretion after the end of such performance
period; provided, however, that a Participant may, if and to the extent permitted by the
Committee and consistent with the provisions of Section 162(m) and/or Section&nbsp;409A of the Code,
elect to defer payment of a Performance-Based Award.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;10.5. <U>Stockholder Rights</U>. 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 a
Stock Award except to the extent that the Company has issued the shares of Common Stock relating
to such Stock Award or except as expressly provided in a Stock Award Agreement.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;10.6. <U>No Employment or Other Service Rights</U>. Nothing in the Plan or any instrument
executed or 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, and any
applicable provisions of the corporate law of the state or other jurisdiction in which the
Company is domiciled, as the case may be.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;10.7. <U>Investment Assurances</U>. The Company may require a Participant, as a condition
of exercising or redeeming a Stock Award 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 acquiring the Common Stock; (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
</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">account and not with any present
intention of selling or otherwise distributing the Common Stock; and (iii)&nbsp;to give such other
written assurances as the Company may determine are reasonable in order to comply with
Applicable Law. 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 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, and in either case otherwise complies with Applicable Law. 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
Laws, including, but not limited to, legends restricting the transfer of the Common Stock.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;10.8. <U>Designation of a Beneficiary</U>. The Committee may establish rules pertaining
to the designation by the Participant of a beneficiary who is to receive any shares of Common
Stock and/or any cash, or have the right to exercise or redeem that Participant&#146;s Stock Award,
in the event of such Participant&#146;s death.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;10.9. <U>Withholding Obligations</U>. To the extent provided by the terms of a Stock
Award Agreement, the Participant may satisfy any federal, state, local, or foreign tax
withholding obligation relating to the grant, exercise, acquisition or redemption of a Stock
Award or the acquisition, vesting, distribution or transfer of Common Stock under 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)
tendering a cash payment; (ii)&nbsp;authorizing the Company to withhold shares of Common Stock from
the shares of Common Stock otherwise issuable to the Participant, provided, however, that no
shares of Common Stock are withheld with a value exceeding the minimum amount of tax required to
be withheld by law (where withholding in excess of the minimum amount will result in a
supplemental charge to earnings for financial accounting purposes); or (iii)&nbsp;delivering to the
Company owned and unencumbered shares of Common Stock; provided, however, that in the case of
the tender of shares, that any such shares have been held by the Participant for not less than
six (6)&nbsp;months (or such other period as established from time to time by the Committee in order
to avoid a supplemental charge to earnings for financial accounting purposes).
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;10.10. <U>Section&nbsp;409A</U>. Notwithstanding anything in the Plan to the contrary, it is
the intent of the Company that the administration of the Plan, and the granting of all Stock
Awards under this Plan, shall be done in accordance with Section&nbsp;409A of the Code and the
Department of Treasury regulations and other interpretive guidance issued thereunder, including
any guidance or regulations that may be issued after the effective date of this Plan, and shall
not cause the acceleration of, or the imposition of the additional, taxes provided for in
Section&nbsp;409A of the Code. Any Stock Award shall be granted, deferred, paid out or modified
under this Plan in a manner that shall be intended to avoid resulting in the acceleration of
taxation, or the imposition of penalty taxation, under Section&nbsp;409A upon a Participant. In the
event that it is reasonably determined by the Committee that any amounts
</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">payable in respect of
any Stock Award under the Plan will be taxable to a Participant under Section&nbsp;409A of the Code
prior to the payment and/or delivery to such Participant of such amounts under the applicable
Stock Award Agreement or will be subject to the acceleration of taxation or the imposition of
penalty taxation under Section&nbsp;409A of the Code, the Company may either (i)&nbsp;adopt such
amendments to the Plan and related Stock Award, and appropriate policies and procedures,
including amendments and policies with retroactive effect, that the Committee determines
necessary or appropriate to preserve the intended tax treatment of the benefits provided by the
Plan and Stock Awards hereunder, and/or (ii)&nbsp;take such other actions as the Committee determines
necessary or appropriate to comply with the requirements of Section&nbsp;409A of the Code.
Notwithstanding anything to the contrary herein, if Participant is a &#147;specified employee&#148; under
Section&nbsp;409A of the Code, then any payment(s) to the Participant described herein upon his or
her termination of continuous service that (A)&nbsp;constitute &#147;deferred compensation&#148; to a
Participant under Section&nbsp;409A; (B)
are not exempt from Section&nbsp;409A and (C)&nbsp;are otherwise payable within 6&nbsp;months after
Participant&#146;s termination of continuous service, shall instead be made on the date 6&nbsp;months and
1&nbsp;day after such termination of continuous service, and such payment(s) shall be increased by an
amount equal to interest on such payment(s) at a rate of interest equal to the Federal Funds
Rate in effect as of the date of termination of continuous service from the date on which such
payment(s) would have been made in the absence of this provision and the payment date described
in this sentence.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;10.11. <U>Market Standoff Provision</U>. If required by the Company (or a representative
of the underwriter(s)) in connection with the first underwritten registration of the offering of
any equity securities of the Company under the Securities Act, for a specified period of time,
the Participant shall not sell, dispose of, transfer, make any short sale of, grant any option
for the purchase of, or enter into any hedging or similar transaction with the same economic
effect as a sale, any shares of the Common Stock acquired by the Participant pursuant to a Stock
Award, and shall execute and deliver such other agreements as may be reasonably requested by the
Company and/or the underwriter(s) that are consistent with the foregoing or that are necessary
to give further effect thereto. In order to enforce the foregoing covenant, the Company may
impose stop transfer instructions with respect to such shares until the end of such period.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;10.12 <U>De Minimis Cap</U>. Notwithstanding any other provision of the Plan, the
Committee may grant Stock Awards that do not conform to the requirements of the Plan so long as
such Stock Awards do not exceed 10% of the shares authorized for issuance under the Plan.
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt">XI. ADJUSTMENTS UPON CHANGES IN STOCK.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;11.1. <U>Capitalization Adjustments</U>. In the event of any change in the Common Stock
subject to the Plan or subject to or underlying any Stock Award, by reason of any stock
dividend, stock split, reverse stock split, reorganization, recapitalization, merger,
consolidation, spin-off, combination, exchange of shares of Common Stock or other corporate
exchange, or any distribution or dividend to stockholders of Common Stock
</DIV>

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



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">(whether paid in cash
or otherwise) or any transaction similar to the foregoing, the Committee shall, without
liability to any person, make such substitution or adjustment, if any, as it deems to be
equitable to (i)&nbsp;the type, class(es) and maximum number of securities or other property subject
to the Plan pursuant to the Share Reserve, the ISO Limit, and Section&nbsp;5.3, (ii)&nbsp;the type,
class(es) and number of securities subject to option grants to Eligible Directors under Section
7 of the Plan, (iii)&nbsp;the type, class(es) and number of securities or other property subject to,
as well as the exercise price, base price, redemption price or purchase price applicable to,
outstanding Stock Awards or (iv)&nbsp;any other affected terms of any outstanding Stock Awards. Any
determination, substitution or adjustment made by the Committee under this Section&nbsp;11.1, shall
be final, binding and conclusive on all persons. The conversion of any convertible securities
of the Company shall not be treated as a transaction that shall cause the Committee to make any
determination, substitution or adjustment under this Section&nbsp;11.1. Any actions taken under
this Section&nbsp;11.1 shall be made
in accordance with the applicable restrictions of Code Section&nbsp;409A, including without
limitation such restrictions with regard to the adjustment of stock options and stock
appreciation rights that are considered exempt from Code Section&nbsp;409A.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;11.2. <U>Adjustments Upon a Change of Control</U>. In the event of a Change of Control,
then the Committee or the board of directors of any surviving entity or acquiring entity may
provide or require that the surviving or acquiring entity shall: (1)&nbsp;assume or continue all or
any part of the Stock Awards outstanding under the Plan or (2)&nbsp;substitute substantially
equivalent stock awards (including an award to acquire substantially the same consideration paid
to the stockholders in the transaction by which the Change of Control occurs) for those Stock
Awards outstanding under the Plan. In the event any surviving entity or acquiring entity
refuses to assume or continue outstanding Stock Awards or to substitute similar stock awards for
those outstanding under the Plan, then with respect to Stock Awards held by Participants whose
Continuous Service has not terminated, the Committee in its sole discretion and without
liability to any person may: (1)&nbsp;provide for the payment of a cash amount in exchange for the
cancellation of a Stock Award equal to the product of (x)&nbsp;the excess, if any, of the Fair Market
Value per share of Common Stock at such time over the exercise or redemption price, if any, and
(y)&nbsp;the total number of shares then subject to such Stock Award; (2)&nbsp;continue the Stock Awards
upon such terms as the Committee determines in its sole discretion; (3)&nbsp;provide for the issuance
of substitute awards that will substantially preserve the otherwise applicable terms of any
affected Stock Awards (including any unrealized value immediately prior to the Change of
Control) previously granted hereunder, as determined by the Committee in its sole discretion; or
(4)&nbsp;notify Participants holding Stock Awards that they must exercise or redeem any portion of
such Stock Award (including, at the discretion of the Committee, any unvested portion of such
Stock Award) at or prior to the closing of the transaction by which the Change of Control occurs
and that the Stock Awards shall terminate if not so exercised or redeemed at or prior to the
closing of the transaction by which the Change of Control occurs. With respect to any other
Stock Awards outstanding under the Plan, such Stock Awards shall terminate if not exercised or
redeemed with respect to the vested portion of the Stock Award (and, at the discretion of the
Committee, any unvested portion of such Stock Award) at or prior to the closing of the
transaction by which the Change of Control occurs. In the event of the dissolution or
liquidation of the Company,
</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">unless the Board determined otherwise, all outstanding Stock Awards
will terminate immediately prior to the dissolution or liquidation of the Company. In all
cases, the Committee shall not be obligated to treat all Stock Awards, even those that are of
the same type, in the same manner. Any actions taken under this Section&nbsp;11.2 shall be made in
accordance with the applicable restrictions of Code Section&nbsp;409A.
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt">XII. AMENDMENT OR TERMINATION OF THE PLAN OR STOCK AWARDS.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;12.1. <U>Term and Termination of the Plan</U>. The Committee may suspend or terminate the
Plan at any time. Unless sooner terminated, the Plan shall terminate on the day before the
tenth (10<SUP style="font-size: 85%; vertical-align: text-top">th</SUP>) anniversary of the earlier of the date that the Plan is approved by the
stockholders of the Company or the date the Plan is adopted by the Board. No Stock Awards may
be granted under the Plan while the Plan is suspended or after it is terminated.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;12.2. <U>Amendment of the Plan and Stock Awards</U>. The Committee at any time, and from
time to time, may amend the Plan, subject to the approval of the Company&#146;s stockholders to the
extent such approval is necessary under Applicable Law or is required by the terms of Section
6.17 or Section&nbsp;8.1(iv) of the Plan. The Committee at any time, and from time to time, may
amend the terms of one or more Stock Awards. It is expressly contemplated that the Committee
may amend the Plan and Stock Awards in any respect the Committee deems necessary or advisable
(i)&nbsp;to provide eligible Participants with the maximum benefits provided or to be provided under
the provisions of the Code and the regulations promulgated thereunder relating to Incentive
Stock Options and deferred compensation and/or (ii)&nbsp;to bring the Plan and/or Stock Awards
granted under the Plan into compliance with Applicable Law.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;12.3. <U>No Material Impairment of Rights</U>. Notwithstanding anything to the contrary
in the Plan, the amendment, suspension or termination of the Plan and the amendment of
outstanding Stock Awards, shall not materially impair rights and obligations under any Stock
Award granted while the Plan is in effect except with the written consent of the Participant
unless such amendment is necessary pursuant to Section&nbsp;10.10 hereof, in which case the
Participant will be deemed to have consented to the amendment by virtue of accepting the grant
of the Stock Award.
</DIV>


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


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;13.1 <U>Effective Date</U>. The Plan shall become effective as of the date the Board
approves the Plan, or such later date as is designated by the Board (such date, as set forth on the
first page of this Plan, the &#147;Effective Date&#148;), subject to the approval of the Plan by the
stockholders of the Company within twelve (12)&nbsp;months before or after the date the Plan is adopted
by the Board.
</DIV>


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




<DIV align="center" style="font-size: 10pt; margin-top: 18pt">XIV. CHOICE OF LAW.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;14.1 <U>Choice of Law</U>. The law of the State of Delaware 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>


<DIV align="left" style="font-size: 10pt; margin-top: 12pt">&#091;Revised 02/06/08&#093;
</DIV>



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</DIV>




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