EOG RESOURCES INC
2008 OMNIBUS EQUITY COMPENSATION PLAN
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<DESCRIPTION>2008 OMNIBUS EQUITY COMPENSATION PLAN
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<DIV align="right" style="font-size: 10pt; margin-top: 12pt"><B>Exhibit&nbsp;10.1</B>
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<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>EOG RESOURCES, INC.<BR>
2008 OMNIBUS EQUITY COMPENSATION PLAN</B>
</DIV>


<DIV align="Center" style="font-size: 10pt; margin-top: 6pt"><B>ARTICLE&nbsp;I</B>

</DIV>

<DIV align="Center" style="font-size: 10pt; margin-top: 6pt"><B>ESTABLISHMENT, PURPOSE AND DURATION</B>

</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.1 <B>Establishment. </B>The Company hereby establishes an equity compensation plan, to be known as
the &#147;<B><I>EOG Resources, Inc. 2008 Omnibus Equity Compensation Plan</I></B>,&#148; as set forth in this document.
The Plan permits the grant of Incentive Stock Options, Nonqualified Stock Options, SARs, Restricted
Stock, RSUs, Performance Stock Awards, Performance Unit Awards and Other Stock-Based Awards. The
Plan will become effective as of the approval of the Plan by the Company&#146;s stockholders (the
&#147;<B><I>Effective Date</I></B>&#148;).
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.2 <B>Purposes of the Plan. </B>The purposes of the Plan are to encourage selected persons employed
by the Company and its Affiliates and other eligible Persons to develop a proprietary interest in
the growth and performance of the Company, to generate an increased incentive to contribute to the
Company&#146;s future success and prosperity, thus enhancing the value of the Company for the benefit of
its stockholders, and to enhance the ability of the Company and its Affiliates to attract and
retain key individuals who are essential to the progress, growth and profitability of the Company.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.3 <B>Duration of Plan. </B>Unless sooner terminated as provided herein, the Plan shall terminate
ten years from the Effective Date. After the Plan is terminated, no Awards may be granted but
Awards previously granted shall remain outstanding in accordance with their applicable terms and
conditions and the Plan&#146;s terms and conditions.
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>ARTICLE&nbsp;II</B>
</DIV>


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

</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The words and phrases defined in this Article&nbsp;shall have the meaning set out below throughout
the Plan, unless the context in which any such word or phrase appears reasonably requires a
broader, narrower or different meaning.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.1 &#147;<B><I>Affiliate</I></B>&#148; means any corporation, partnership, limited liability company or association,
trust or other entity or organization which, directly or indirectly, controls, is controlled by, or
is under common control with, the Company. For purposes of the preceding sentence, &#147;control&#148;
(including, with correlative meanings, the terms &#147;controlled by&#148; and &#147;under common control with&#148;),
as used with respect to any entity or organization, shall mean the possession, directly or
indirectly, of the power (a)&nbsp;to vote more than fifty percent (50%) of the securities having
ordinary voting power for the election of directors of the controlled entity or organization, or
(ii)&nbsp;to direct or cause the direction of the management and policies of the controlled entity or
organization, whether through the ownership of voting securities or by contract or otherwise.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.2 &#147;<B><I>Award</I></B>&#148; means, individually or collectively, a grant under the Plan of Incentive Stock
Options, Nonqualified Stock Options, SARs, Restricted Stock, RSUs, Performance Stock Awards,
Performance Unit Awards and Other Stock-Based Awards, in each case subject to the terms and
provisions of the Plan.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.3 <B>&#147;</B><B><I>Award Agreement</I></B><I>&#148; </I>means an agreement that sets forth the terms and conditions applicable
to an Award granted under the Plan.
</DIV>

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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.4 &#147;<B><I>Beneficial Owner</I></B>&#148; or &#147;<B><I>Beneficial Ownership</I></B>&#148; shall have the meaning ascribed to such term
in Rule&nbsp;13d-3 of the General Rules and Regulations under the Exchange&nbsp;Act.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.5 &#147;<B><I>Board</I></B>&#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;2.6 &#147;<B><I>Change in Control of the Company</I></B>&#148; means any of the following events occurring after the
Effective Date:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) The acquisition by any individual, entity or group (within the meaning of
Section&nbsp;13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended from time to
time, (the &#147;<B><I>Exchange Act</I></B>&#148;) (a &#147;<B><I>Covered Person</I></B>&#148;) of Beneficial Ownership of 20% or more of
either (i)&nbsp;the then outstanding shares of the common stock of the Company (the &#147;<B><I>Outstanding
Company Common Stock</I></B>&#148;), or (ii)&nbsp;the combined voting power of the then outstanding voting
securities of the Company entitled to vote generally in the election of directors (the
&#147;<B><I>Outstanding Company Voting Securities</I></B>&#148;); <I>provided</I>, <I>however</I>, that for purposes of this
subsection&nbsp;(a) of this Section&nbsp;2.6, the following acquisitions shall not constitute a Change
in Control of the Company: (1)&nbsp;any acquisition of shares of the Company directly from the
Company, (2)&nbsp;any acquisition of shares of the Company by the Company, (3)&nbsp;any acquisition of
shares of the Company by any employee benefit plan (or related trust) sponsored or
maintained by the Company or any entity controlled by the Company, or (4)&nbsp;any acquisition of
shares of the Company by any corporation pursuant to a transaction which complies with
clauses (1), (2)&nbsp;and (3)&nbsp;of subsection&nbsp;(c) of this Section&nbsp;2.6; or
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) Individuals who, as of the Effective Date, constitute the Board (the &#147;<B><I>Incumbent
Board</I></B>&#148;) cease for any reason to constitute at least a majority of the Board; <I>provided</I>,
<I>however</I>, that any individual becoming a director subsequent to the Effective Date whose
election, or nomination for election by the Company&#146;s stockholders, was approved by a vote
of at least two-thirds of the directors then comprising the Incumbent Board shall be
considered as though such individual were a member of the Incumbent Board, but excluding,
for this purpose, any such individual whose initial assumption of office occurs as a result
of an actual or threatened election contest with respect to the election or removal of
directors or other actual or threatened solicitation of proxies or consents by or on behalf
of a Covered Person other than the Board;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c) Consummation of a reorganization, merger or consolidation or sale of the Company or
any subsidiary of the Company, or a disposition of all or substantially all of the assets of
the Company (a &#147;<B><I>Business Combination</I></B>&#148;), in each case, unless, following such Business
Combination, (1)&nbsp;all or substantially all of the individuals and entities who were the
Beneficial Owners, respectively, of the Outstanding Company Common Stock and Outstanding
Company Voting Securities immediately prior to such Business Combination beneficially own,
direct or indirectly, more than 60% of, respectively, the then outstanding shares of common
stock and the combined voting power of the then outstanding voting securities entitled to
vote generally in the election of directors, as the case may be, of the corporation
resulting from such Business Combination (including, without limitation, a corporation which
as a result of such transaction owns the Company or all or substantially all of the
Company&#146;s assets either directly or through one or more subsidiaries) in substantially the
same proportions as their ownership immediately prior to such Business Combination of the
Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may
be, (2)&nbsp;no Covered Person (excluding any employee benefit plan (or related trust) of the
Company or such corporation resulting from such Business Combination) beneficially owns,
directly or indirectly, 20% or more of, respectively, the then outstanding shares of common
stock of the corporation resulting from such Business Combination or the combined voting
power of the then outstanding voting securities of such corporation, except to the extent
that such ownership existed prior to the Business Combination, and (3)&nbsp;at least a majority
of the members of the board of directors of the corporation resulting from such Business
Combination were members of the
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<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">Incumbent Board at the time of the execution of the initial agreement, or of the action
of the Board of Directors, providing for such Business Combination; or
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d) The approval by the stockholders of the Company of the liquidation or dissolution
of the Company.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.7 &#147;<B><I>Code</I></B>&#148; means the United States 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;2.8 &#147;<B><I>Committee</I></B>&#148; means the Compensation Committee of the Board.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.9 &#147;<B><I>Company</I></B>&#148; means EOG Resources, Inc., a Delaware corporation, or any successor (by
reincorporation, merger or otherwise).
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.10 &#147;<B><I>Corporate Change</I></B>&#148; shall have the meaning ascribed to that term in Section&nbsp;4.5(c).
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.11 &#147;<B><I>Covered Employee</I></B>&#148; means an Employee who is a &#147;covered employee,&#148; as defined in
section&nbsp;162(m) of the Code and the regulations or other guidance promulgated by the Internal
Revenue Service under section&nbsp;162(m) of the Code, or any successor statute.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.12 <I>&#147;</I><B><I>Director</I></B><I>&#148; </I>means a director of the Company who is not an Employee.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.13 &#147;<B><I>Director Award</I></B>&#148; means any NQSO, SAR, or Full Value Award granted to a Director pursuant
to such applicable terms, conditions, and limitations as the Board or Committee may establish in
accordance with the Plan.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.14 &#147;<B><I>Disability</I></B>&#148; means, with respect to an Employee, such total and permanent disability as
qualifies the Employee for benefits under the Company&#146;s long-term disability insurance policy or
plan for Employees as then in effect for a period of not less than three months; or in the event
that the Holder is not covered, for whatever reason, under the Company&#146;s long-term disability
insurance policy or plan for Employees or in the event the Company does not maintain such a
long-term disability insurance policy, &#147;Disability&#148; means the Holder 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. A determination of Disability may be made by a physician selected or approved
by the Committee and, in this respect, the Holder shall submit to an examination by such physician
upon request by the Committee.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.15 &#147;<B><I>Employee</I></B>&#148; means a person employed by the Company or any Affiliate as a common law
employee.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.16 &#147;<B><I>Fair Market Value</I></B>&#148; of the Stock as of any particular date means (1)&nbsp;if the Stock is
traded on a stock exchange, the closing sale price of the Stock on that date as reported on the
principal securities exchange on which the Stock is traded, or (2)&nbsp;if the Stock is traded in the
over-the-counter market, the average between the high bid and low asked price on that date as
reported in such over-the-counter market; <I>provided </I>that (a)&nbsp;if no closing price or bid and asked
prices for the stock was so reported on that date, the closing price or bid and asked prices for
purposes of the foregoing shall be the closing price or bid and asked prices for the last business
day immediately preceding that date for which there is a closing price or bid and asked prices for
the stock or (b)&nbsp;if the Stock is not so traded or if, in the discretion of the Committee, another
means of determining the fair market value of a share of Stock at such date shall be necessary or
advisable, the Committee may provide for another method or means for determining such fair market
value, which method or means shall comply with the requirements of a reasonable valuation method as
described under Section&nbsp;409A.
</DIV>

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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.17 &#147;<B><I>Fiscal Year</I></B>&#148; means the calendar year.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.18 &#147;<B><I>Full Value Award</I></B>&#148; means an Award other than in the form of an ISO<B>, </B>NQSO, or SAR, and
which is settled by the issuance of shares of Stock.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.19 &#147;<B><I>Holder</I></B>&#148; means a person who has been granted an Award or any person who is entitled to
receive shares of Stock or cash under an Award.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.20 &#147;<B><I>Incentive Stock Option</I></B>&#148; or &#147;<B><I>ISO</I></B>&#148; means an option to purchase Stock granted pursuant to
Article&nbsp;V that is designated as an Incentive Stock Option and that is intended to satisfy the
requirements of section&nbsp;422 of the Code.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.21 &#147;<B><I>Insider</I></B>&#148; shall mean an individual who is, on the relevant date, an officer, a Director,
or more than ten&nbsp;percent (10%) Beneficial Owner of any class of the Company&#146;s equity securities
that is registered pursuant to Section&nbsp;12 of the Exchange Act, as determined by the Board in
accordance with Section&nbsp;16 of the Exchange Act.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.22 &#147;<B><I>Involuntary Termination</I></B>&#148; shall mean a Participant&#146;s Separation From Service at the
election of the Company or Affiliate, <I>provided </I>that such separation is not Termination for Cause.
Involuntary Termination shall not include transfer of assignment or location of a Participant where
the Participant is employed by the Company or an Affiliate (or one of its subsidiaries or
affiliated companies), both before and after the transfer, or continued employment with a successor
employer immediately following a corporate reorganization or divestiture of assets or stock of the
Company or an Affiliate.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.23 &#147;<B><I>Nonqualified Stock Option</I></B>&#148; or &#147;<B><I>NQSO</I></B>&#148; means a &#147;nonqualified stock option&#148; to purchase
Stock granted pursuant to Article&nbsp;V that does not satisfy the requirements of section&nbsp;422 of the
Code.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.24 &#147;<B><I>Option</I></B>&#148; means an Incentive Stock Option or a Nonqualified Stock Option.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.25 &#147;<B><I>Option Price</I></B>&#148; shall have the meaning ascribed to that term in Section&nbsp;5.3.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.26 &#147;<B><I>Other Stock-Based Award</I></B>&#148; means an equity-based or equity-related Award not otherwise
described by the terms and provisions of the Plan that is granted pursuant to Article&nbsp;XI.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.27 &#147;<B><I>Participant</I></B>&#148; means any eligible person as set forth in Article&nbsp;III to whom an Award is
granted.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.28 &#147;<B><I>Performance-Based Compensation</I></B>&#148; means compensation under an Award that satisfies the
requirements of section&nbsp;162(m) of the Code for deductibility of remuneration paid to Covered
Employees.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.29 &#147;<B><I>Performance Goals</I></B>&#148; means one or more of the criteria described in Section&nbsp;9.2 on which
the performance goals applicable to an Award are based.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.30 &#147;<B><I>Performance Stock Award</I></B>&#148; means an Award designated as a performance stock award granted
to a Holder pursuant to Article&nbsp;IX.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.31 &#147;<B><I>Performance Unit Award</I></B>&#148; means an Award designated as a performance unit award granted to
a Holder pursuant to Article&nbsp;IX.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.32 &#147;<B><I>Period of Restriction</I></B>&#148; means the period during which Restricted Stock is subject to a
substantial risk of forfeiture (based on the passage of time, the achievement of Performance Goals,
or upon the occurrence of other events as determined by the Committee, in its discretion), as
provided in Article&nbsp;VII.
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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.33 &#147;<B><I>Permissible under Section&nbsp;409A</I></B>&#148; means with respect to a particular action (such as, the
grant, payment, vesting, settlement or deferral of an amount or Award under the Plan) that such
action shall not subject the compensation at issue to be subject to the additional tax or interest
applicable under Section&nbsp;409A.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.34 &#147;<B><I>Plan</I></B>&#148; means the EOG Resources, Inc. 2008 Omnibus Equity Compensation Plan, as set forth
in this document as it may be amended from time to time.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.35 &#147;<B><I>Restricted Stock</I></B>&#148; means shares of restricted Stock issued or granted under the Plan
pursuant to Article&nbsp;VII.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.36 &#147;<B><I>Restricted Stock Award</I></B>&#148; means an authorization by the Committee to issue or transfer
Restricted Stock to a Holder.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.37 &#147;<B><I>Retirement</I></B>&#148; means the Employee&#146;s Separation from Service after attainment of age 62
with at least five (5)&nbsp;years of service or as early as age 55 with at least five (5)&nbsp;years of
service if such separation is approved by the Company.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.38 &#147;<B><I>RSU</I></B>&#148; means a restricted stock unit credited to a Holder&#146;s ledger account maintained by
the Company pursuant to Article&nbsp;VIII.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.39 &#147;<B><I>RSU Award</I></B>&#148; means an Award granted pursuant to Article&nbsp;VIII.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.40 <I>&#147;</I><B><I>SAR</I></B><I>&#148; </I>means a stock appreciation right granted under the Plan pursuant to Article&nbsp;VI.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.41 <I>&#147;</I><B><I>Section&nbsp;409A</I></B><I>&#148; </I>means section&nbsp;409A of the Code and Department of Treasury rules and
regulations issued thereunder.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.42 &#147;<B><I>Separation from Service</I></B>&#148; means the termination of the Award recipient&#146;s employment or
service relationship with the Company and all Affiliates as determined under Section&nbsp;409A.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.43 &#147;<B><I>Stock</I></B>&#148; means the common stock of the Company, $0.01 par value per share (or such other
par value as may be designated by act of the Company&#146;s stockholders).
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.44 <I>&#147;</I><B><I>Substantial Risk of Forfeiture</I></B><I>&#148; </I>shall have the meaning ascribed to that term in
Section&nbsp;409A.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.45 &#147;<B><I>Ten Percent Stockholder</I></B>&#148; means an individual, who, at the time the applicable Option is
granted, owns stock possessing more than ten percent (10%) of the total combined voting power of
all classes of stock of the Company or any Affiliate. An individual shall be considered as owning
the stock owned, directly or indirectly, by or for his brothers and sisters (whether by the whole
or half blood), spouse, ancestors, and lineal descendants; and stock owned, directly or indirectly,
by or for a corporation, partnership, estate, or trust, shall be considered as being owned
proportionately by or for its stockholders, partners, or beneficiaries.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.46 &#147;<B><I>Termination for Cause&#148; </I></B>means a Participant&#146;s Separation from Service at the election of
the Company or an Affiliate because of the Participant&#146;s (i)&nbsp;conviction of a felony (which, through
lapse of time or otherwise, is not subject to appeal); or (ii)&nbsp;willful refusal without proper legal
cause to perform the Participant&#146;s duties and responsibilities; or (iii)&nbsp;willfully engaging in
conduct which the Participant has, or in the opinion of the Committee should have, reason to know
is materially injurious to the Company or an Affiliate. Such separation shall be effected by
notice thereof delivered by the Company or an Affiliate to the Participant and shall be effective
as of the date stated in such notice; <I>provided, however</I>, that if (a)&nbsp;such separation is because of
the Participant&#146;s willful refusal without proper cause to perform any one or more duties and
responsibilities and
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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">(b)&nbsp;within seven (7)&nbsp;days following the date of such notice the Participant shall cease such
refusal and shall use all reasonable efforts to perform such obligations, the separation, if made,
shall not be for cause.&#147;
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>ARTICLE&nbsp;III</B>
</DIV>


<DIV align="Center" style="font-size: 10pt; margin-top: 6pt"><B>ELIGIBILITY</B>

</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The persons who are eligible to receive Awards under the Plan are Employees and Directors.
Directors are not eligible to receive ISO Awards.
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>ARTICLE&nbsp;IV</B>
</DIV>


<DIV align="Center" style="font-size: 10pt; margin-top: 6pt"><B>GENERAL PROVISIONS RELATING TO AWARDS</B>

</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.1 <B>Authority to Grant Awards</B>. The Committee may grant Awards to those Employees and
Directors as the Committee shall from time to time determine, under the terms and conditions of the
Plan. Subject only to any applicable limitations set out in the Plan, the number of shares of
Stock or other value to be covered by any Award to be granted under the Plan shall be as determined
by the Committee in its sole discretion.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.2 <B>Dedicated Shares; Maximum Awards</B><I>.</I>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) <I>Number of Shares of Stock Dedicated under the Plan for Awards</I>.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) The aggregate number of shares of Stock with respect to which Awards may be
granted under the Plan is 6,000,000.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii) The aggregate number of shares of Stock with respect to which Full Value
Awards may be granted under the Plan is 2,400,000.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii) The aggregate number of shares with respect to which ISOs may be granted
under the Plan is 1,000,000.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) <I>Annual Award Limits</I>. Unless and until the Committee determines that an Award to a
Covered Employee shall not be designed to qualify as Performance-Based Compensation, the
following limits (each an &#147;<B><I>Annual Award Limit</I></B>&#148; and, collectively, &#147;<B><I>Annual Award Limits</I></B>&#148;)
shall apply to grants of such Awards under the&nbsp;Plan:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) The maximum number of shares of Stock with respect to which Options may be
granted to a Participant during a Fiscal Year is 500,000, plus the amount of the
Participant&#146;s unused applicable Annual Award Limit for Options as of the close of the
previous Fiscal Year.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii) The maximum number of shares of Stock with respect to which SARs may be
granted to a Participant during a Fiscal Year is 500,000, plus the amount of the
Participant&#146;s unused applicable Annual Award Limit for Options as of the close of the
previous Fiscal Year.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii) The maximum number of shares of Stock with respect to which Performance
Stock Awards may be granted to an Employee during a Fiscal Year is 50,000.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iv) The maximum number of shares of Stock with respect to which Performance
Unit Awards payable in Stock may be granted to an Employee during a Fiscal Year is
50,000.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c) <I>Share Usage</I>.
</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: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) Each of the foregoing numerical limits stated in Sections&nbsp;4.2(a) and 4.2(b)
shall be subject to adjustment in accordance with the provisions of Section&nbsp;4.5. The
numbers of shares of Stock stated in this Section&nbsp;4.2 shall also be increased by such
number of shares of Stock as become subject to substitute Awards granted pursuant to
Article&nbsp;XII; <I>provided, however, </I>that such increase shall be conditioned upon the
approval of the stockholders of the Company to the extent stockholder approval is
required by law or applicable stock exchange rules. Additionally, in the event that
a company acquired by the Company or an Affiliate or with which the Company or an
Affiliate combines has shares available under a pre-existing plan approved by
stockholders and not adopted in contemplation of such acquisition or combination, the
shares available for grant pursuant to the terms of such pre-existing plan (as
adjusted, to the extent appropriate, using the exchange ratio or other adjustment or
valuation ratio or formula used in such acquisition or combination to determine the
consideration payable to the holders of common stock of the entities party to such
acquisition or combination) may be used for Awards under the Plan and shall not
reduce the shares of Stock authorized for grant under the Plan; <I>provided</I>, that Awards
using such available shares shall not be made after the date awards or grants could
have been made under the terms of the pre-existing plan, absent the acquisition or
combination, and shall only be made to Employees or Directors who would have been
eligible to receive awards or grants under the pre-existing plan prior to such
acquisition or combination.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii) Any shares of Stock that are subject to Awards shall be counted against
these limits based on the maximum number of such shares that may be awarded under the
Award; <I>provided </I>that any shares of Stock that are subject to Awards shall be counted
against this limit as one (1)&nbsp;share of Stock for every one (1)&nbsp;share of Stock granted
under the Award.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii) Any Awards that operate in tandem with (whether granted simultaneously
with or at a different time from) other Awards may be counted or not counted under
procedures adopted by the Committee in order to avoid double counting.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iv) If any shares of Stock covered by an Award, or to which such an Award
relates, are forfeited, or if an Award otherwise expires or terminates without the
issuance or delivery of shares of Stock or is settled in cash in lieu of shares of
Stock, then, to the extent of such forfeiture, expiration, termination, non-issuance
or cash payment, the shares of Stock covered by such Award (or to which such Award
relates, or the number of shares of Stock otherwise counted against the aggregate
number of Shares available under the Plan with respect to such Award) shall not count
against the aggregate number of shares of Stock with respect to which Awards may be
granted under the Plan and shall again be available for Awards under the Plan.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(v) If shares of Stock are withheld from payment of an Award to satisfy tax
obligations with respect to such Award or tendered in payment of an Option Price of
an Option, such shares of Stock shall count against the aggregate number of shares of
Stock with respect to which Awards may be granted under the Plan and shall not be
available for Awards under the Plan. When a SAR is settled in shares of Stock, the
number of shares of Stock subject to the SAR under the SAR Award Agreement will be
counted against the aggregate number of shares of Stock with respect to which Awards
may be granted under the Plan as one share for every share subject to the SAR,
regardless of the number of shares used to settle the SAR upon exercise. The maximum
number of shares of Stock available for issuance under the Plan shall not be reduced
to reflect any dividends or Dividend Equivalents that are reinvested into additional
shares of Stock or credited as additional Restricted Stock, Restricted Stock Units,
Performance Shares, or Other Stock-Based Awards.
</DIV>

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


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(vi) Any shares of Stock that again become available for grant pursuant to this
Section shall be added back as one (1)&nbsp;share of Stock.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.3 <B>Non-Transferability</B><B><I>. </I></B>An Award shall not be transferable by the Holder other than in
domestic relations court orders or by will or under the laws of descent and distribution or by
designation, in a manner established by the Committee, of a beneficiary or beneficiaries to
exercise the rights of the Holder and to receive any property distributable with respect to any
Award upon the death of the Holder, and shall be exercisable, during the Holder&#146;s lifetime, only by
him or her (or his or her attorney in fact or guardian; in the case of a permitted transfer, by a
permitted transferee; in the case of death, by the Holder&#146;s executor, administrator or
beneficiary).
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.4 <B>Requirements of Law. </B>The Company shall not be required to sell or issue any shares of
Stock under any Award if issuing those shares of Stock would constitute or result in a violation by
the Holder or the Company of any provision of any law, statute or regulation of any governmental
authority. Specifically, in connection with any applicable statute or regulation relating to the
registration of securities, upon exercise of any Option or pursuant to any other Award, the Company
shall not be required to issue any shares of Stock unless the Committee has received evidence
satisfactory to it to the effect that the Holder will not transfer the shares of Stock except in
accordance with applicable law, including receipt of an opinion of counsel satisfactory to the
Company to the effect that any proposed transfer complies with applicable law. The determination
by the Committee on this matter shall be final, binding and conclusive. The Company may, but shall
in no event be obligated to, register any shares of Stock covered by the Plan pursuant to
applicable securities laws of any country or any political subdivision. In the event the shares of
Stock issuable on exercise of an Option or pursuant to any other Award are not registered, the
Company may imprint on the certificate evidencing the shares of Stock any legend that counsel for
the Company considers necessary or advisable to comply with applicable law, or, should the shares
of Stock be represented by book or electronic entry rather than a certificate, the Company may take
such steps to restrict transfer of the shares of Stock as counsel for the Company considers
necessary or advisable to comply with applicable law. The Company shall not be obligated to take
any other affirmative action in order to cause or enable the exercise of an Option or any other
Award, or the issuance of shares of Stock pursuant thereto, to comply with any law or regulation of
any governmental authority.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.5 <B>Changes in the Company&#146;s Capital Structure.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) The existence of outstanding Awards shall not affect in any way the right or power
of the Company or its stockholders to make or authorize any or all adjustments,
recapitalizations, reorganizations or other changes in the Company&#146;s capital structure or
its business, any merger or consolidation of the Company, any issue of bonds, debentures,
preferred or prior preference shares ahead of or affecting the Stock or Stock rights, the
dissolution or liquidation of the Company, any sale or transfer of all or any part of its
assets or business or any other corporate act or proceeding, whether of a similar character
or otherwise.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) If the Company shall effect a subdivision or consolidation of Stock or other
capital readjustment, the payment of a Stock dividend, or other increase or reduction of the
number of shares of Stock outstanding, without receiving compensation therefor in money,
services or property, then (1)&nbsp;the number, class or series and per share price of Stock
subject to outstanding Options or other Awards under the Plan shall be appropriately
adjusted in such a manner as to entitle a Holder to receive upon exercise of an Option or
other Award, for the same aggregate cash consideration, the equivalent total number and
class or series of Stock the Holder would have received had the Holder exercised his or her
Option or other Award in full immediately prior to the event requiring the adjustment, and
(2)&nbsp;the number and class or series of Stock then reserved to be issued under the Plan shall
be adjusted by substituting for the total number and class or series of Stock then reserved,
that number and class or series of Stock that would
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">have been received by the owner of an equal number of outstanding shares of Stock of
each class or series of Stock as the result of the event requiring the adjustment.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;If while unexercised Options or other Awards remain outstanding under the Plan
(1)&nbsp;the Company shall not be the surviving entity in any merger, consolidation or other
reorganization (or survives only as a subsidiary of an entity other than an entity that was
wholly-owned by the Company immediately prior to such merger, consolidation or other
reorganization), (2)&nbsp;the Company sells, leases or exchanges or agrees to sell, lease or
exchange all or substantially all of its assets to any other person or entity (other than an
entity wholly-owned by the Company), (3)&nbsp;the Company is to be dissolved or (4)&nbsp;the Company
is a party to any other corporate transaction (as defined under section&nbsp;424(a) of the Code
and applicable Department of Treasury regulations) that is not described in clauses (1), (2)
or (3)&nbsp;of this sentence (each such event is referred to herein as a &#147;<B><I>Corporate Change</I></B>&#148;),
then, except as otherwise provided in an Award Agreement or another agreement between the
Holder and the Company (provided that such exceptions shall not apply in the case of a
reincorporation merger), or as a result of the Committee&#146;s effectuation of one or more of
the alternatives described below, there shall be no acceleration of the time at which any
Award then outstanding may be exercised, and no later than ten days after the approval by
the stockholders of the Company of such Corporate Change, the Committee, acting in its sole
and absolute discretion without the consent or approval of any Holder, shall act to effect
one or more of the following alternatives, which may vary among individual Holders and which
may vary among Awards held by any individual Holder (provided that, with respect to a
reincorporation merger in which Holders of the Company&#146;s ordinary shares will receive one
ordinary share of the successor corporation for each ordinary share of the Company, none of
such alternatives shall apply and, without Committee action, each Award shall automatically
convert into a similar award of the successor corporation exercisable for the same number of
ordinary shares of the successor as the Award was exercisable for ordinary shares of Stock
of the Company):
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1) accelerate the time at which some or all of the Awards then
outstanding may be exercised so that such Awards may be exercised in full for
a limited period of time on or before a specified date (before or after such
Corporate Change) fixed by the Committee, after which specified date all such
Awards that remain unexercised and all rights of Holders thereunder shall
terminate;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2) require the mandatory surrender to the Company by all or selected
Holders of some or all of the then outstanding Awards held by such Holders
(irrespective of whether such Awards are then exercisable under the
provisions of the Plan or the applicable Award Agreement evidencing such
Award) as of a date, before or after such Corporate Change, specified by the
Committee, in which event the Committee shall thereupon cancel such Award and
the Company shall pay to each such Holder an amount of cash per share equal
to the excess, if any, of the per share price offered to stockholders of the
Company in connection with such Corporate Change over the exercise prices
under such Award for such shares;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(3) with respect to all or selected Holders, have some or all of their
then outstanding Awards (whether vested or unvested) assumed or have a new
award of a similar nature substituted for some or all of their then
outstanding Awards under the Plan (whether vested or unvested) by an entity
which is a party to the transaction resulting in such Corporate Change and
which is then employing such Holder or which is affiliated or associated with
such Holder in the same or a substantially similar manner as the Company
prior to the Corporate Change, or a parent or subsidiary of such entity,
provided that (A)&nbsp;such assumption or substitution is on a basis where the
excess of the aggregate fair market value of the Stock subject to the Award
immediately after the
</DIV>

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


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">assumption or substitution over the aggregate exercise price of such
Stock is equal to the excess of the aggregate Fair Market Value of all Stock
subject to the Award immediately before such assumption or substitution over
the aggregate exercise price of such Stock, and (B)&nbsp;the assumed rights under
such existing Award or the substituted rights under such new Award, as the
case may be, will have the same terms and conditions as the rights under the
existing Award assumed or substituted for, as the case may be;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(4) provide that the number and class or series of Stock covered by an
Award (whether vested or unvested) theretofore granted shall be adjusted so
that such Award when exercised shall thereafter cover the number and class or
series of Stock or other securities or property (including, without
limitation, cash) to which the Holder would have been entitled pursuant to
the terms of the agreement or plan relating to such Corporate Change if,
immediately prior to such Corporate Change, the Holder had been the holder of
record of the number of shares of Stock then covered by such Award; or
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(5) make such adjustments to Awards then outstanding as the Committee
deems appropriate to reflect such Corporate Change (provided, however, that
the Committee may determine in its sole and absolute discretion that no such
adjustment is necessary to reflect such Corporate Change).
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Any adjustment effected by the Committee under Section&nbsp;4.5 shall be designed to provide
the Holder with the intrinsic value of his or her Award, as determined prior to the
Corporate Change, or, if applicable, equalize the Fair Market Value of the Award before and
after the Corporate Change.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In effecting one or more of the alternatives set out in paragraphs&nbsp;(3), (4)&nbsp;or (5)
immediately above, and except as otherwise may be provided in an Award Agreement, the
Committee, in its sole and absolute discretion and without the consent or approval of any
Holder, may accelerate the time at which some or all Awards then outstanding may be
exercised.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;In the event of changes in the outstanding Stock by reason of recapitalizations,
reorganizations, mergers, consolidations, combinations, exchanges or other relevant changes
in capitalization occurring after the date of the grant of any Award and not otherwise
provided for by this Section&nbsp;4.5, any outstanding Award and any Award Agreement evidencing
such Award shall be subject to adjustment by the Committee in its sole and absolute
discretion as to the number and price of Stock or other consideration subject to such Award.
In the event of any such change in the outstanding Stock, the aggregate number of shares of
Stock available under the Plan may be appropriately adjusted by the Committee, whose
determination shall be conclusive.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;After a merger of one or more corporations into the Company or after a
consolidation of the Company and one or more corporations in which the Company shall be the
surviving corporation, each Holder shall be entitled to have his Restricted Stock
appropriately adjusted based on the manner in which the shares of Stock were adjusted under
the terms of the agreement of merger or consolidation.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f)&nbsp;The issuance by the Company of stock of any class or series, or securities
convertible into, or exchangeable for, stock of any class or series, for cash or property,
or for labor or services either upon direct sale or upon the exercise of rights or warrants
to subscribe for them, or upon conversion or exchange of stock or obligations of the Company
convertible into, or exchangeable for, stock or other securities, shall not affect, and no
adjustment by reason of such issuance shall be made with respect to, the number, class or
series, or price of shares of Stock then subject to outstanding Options or other Awards.
</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;4.6 <B>Election Under Section&nbsp;</B><B>83(b)</B><B> of the Code. </B>Except as specified in an applicable Award
Agreement, no Holder shall exercise the election permitted under section&nbsp;83(b) of the Code with
respect to any Award. Any Holder who makes an election under section&nbsp;83(b) of the Code with
respect to any Award, except as specified in an applicable Award Agreement, shall forfeit any or
all Awards granted to him or her under the Plan.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.7 <B>Forfeiture for Termination for Cause. </B>Notwithstanding any other provision of the Plan or
an Award Agreement, if a Participant Separates From Service based on a Termination for Cause, then
as of the date of such separation, any Awards awarded to the Holder that have not been exercised by
the Holder (including all Awards that have not yet vested) will be forfeited to the Company. The
findings and decision of the Committee or the Board, if applicable, with respect to such matter,
including those regarding the acts of the Holder and the damage done to the Company, will be final
for all purposes. No decision of the Committee, however, will affect the finality of the discharge
of the individual by the Company or an Affiliate.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.8 <B>Forfeiture Events. </B>The Committee may specify in an Award Agreement that the Holder&#146;s
rights, payments, and benefits with respect to an Award shall be subject to reduction,
cancellation, forfeiture, or recoupment upon the occurrence of certain specified events, in
addition to any otherwise applicable vesting or performance conditions of an Award. Such events
may include, but shall not be limited to, Termination for Cause, termination of the Holder&#146;s
provision of services to the Company or its Affiliates, violation of material policies of the
Company and its Affiliates, breach of noncompetition, confidentiality, or other restrictive
covenants that may apply to the Holder, or other conduct by the Holder that is detrimental to the
business or reputation of the Company and its Affiliates.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.9 <B>Award Agreements</B>. Each Award shall be embodied in a written or electronic agreement that
shall be subject to the terms and conditions of the Plan. The Award Agreement shall be in such
form as determined by the Committee, and a Holder may be required to sign the Award Agreement to
the extent the Committee determines, in its sole discretion. The Award Agreement may contain any
other provisions that the Committee in its discretion shall deem advisable which are not
inconsistent with the terms and provisions of the Plan.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.10 <B>Amendments of Award Agreements. </B>The terms of any outstanding Award under the Plan may be
amended from time to time by the Committee in its discretion in any manner that it deems
appropriate and that is consistent with the terms of the Plan. However, no such amendment shall
adversely affect in a material manner any right of a Holder without his or her written consent.
Except as specified in Section&nbsp;4.5(b), the Committee may not directly or indirectly lower the
exercise price of a previously granted Option or the grant price of a previously granted SAR.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.11 <B>Rights as Stockholder. </B>A Holder shall not have any rights as a stockholder with respect
to Stock covered by an Option, a SAR, an RSU, a Performance Stock Unit, or an Other Stock-Based
Award until the date, if any, such Stock is issued by the Company; and, except as otherwise
provided in Section&nbsp;4.5, no adjustment for dividends, or otherwise, shall be made if the record
date therefor is prior to the date of issuance of such Stock.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.12 <B>Issuance of Shares of Stock. </B>Shares of Stock, when issued, may be represented by a
certificate or by book or electronic entry.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.13 <B>Restrictions on Stock Received. </B>The Committee may impose such conditions and/or
restrictions on any shares of Stock issued pursuant to an Award as it may deem advisable or
desirable. These restrictions may include, but shall not be limited to, a requirement that the
Holder hold the shares of Stock for a specified period of time.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.14 <B>Compliance With Section&nbsp;409A. </B>Awards shall be designed and operated in such a manner
that they are either exempt from the application of, or comply with, the requirements of
Section&nbsp;409A. The Plan and
</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">each Award Agreement under the Plan is intended to meet the&nbsp;requirements of Section&nbsp;409A and
shall be construed and interpreted in accordance with such intent. To the extent that an Award or
payment, or the settlement or deferral thereof, is subject to Section&nbsp;409A the Award shall be
granted, paid, settled or deferred in a manner that will meet the requirements of Section&nbsp;409A of
the Code, including regulations or other guidance issued with respect thereto, such that the grant,
payment, settlement or deferral shall not be subject to the additional tax or interest applicable
under Section&nbsp;409A. In addition, to the extent an Award is subject to Section&nbsp;409A, a Holder&#146;s
payment under such an Award shall be made at such time as is specified in the applicable Award
Agreement. The Award Agreement shall specify that the payment will be made (1)&nbsp;by a date that is
no later than the date that is two and one-half (2 1/2) months after the end of the Fiscal Year in
which the Award payment is no longer subject to a Substantial Risk of Forfeiture or (2)&nbsp;at a time
that is Permissible under Section&nbsp;409A.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.15 <B>Date of Grant</B>. The date on which an Option or SAR is granted shall be the date the
Company completes the corporate action constituting an offer of stock for sale to an individual
Holder under the terms and conditions of the Option or SAR; <I>provided </I>that such corporate action
shall not be considered complete until the date on which the <I>maximum </I>number of shares that can be
purchased under the Option granted to such Holder and the minimum Option price are fixed or
determinable. If the corporate action contemplates an immediate offer of stock for sale to a class
of individuals, then the date of the granting of an Option is the time or date of that corporate
action, if the offer is to be made immediately. If the corporate action contemplates a particular
date on which the offer is to be made, then the date of grant is the contemplated date of the
offer.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.16 <B>Awards May Be Granted Separately or Together</B><I>. </I>Awards, in the discretion of the Committee,
may be granted either alone or in addition to, or in tandem with any other Award or any Award
granted under any other plan of the Company or any Affiliate. Awards granted in addition to or in
tandem with other Awards, or in addition to or in tandem with awards granted under any other plan
of the Company or any Affiliate, may be granted either at the same time as or at a different time
from the grant of such other Award or Awards.
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>ARTICLE&nbsp;V</B>
</DIV>


<DIV align="Center" style="font-size: 10pt; margin-top: 6pt"><B>OPTIONS</B>

</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;5.1 <B>Authority to Grant Options. </B>Subject to the terms and provisions of the Plan, the
Committee, at any time, and from time to time, may grant Options under the Plan to eligible persons
in such number and upon such terms as the Committee shall determine; <I>provided </I>that ISOs may be
granted only to eligible Employees of the Company or of any parent or subsidiary corporation (as
permitted by section&nbsp;422 of the Code and the regulations thereunder).
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;5.2 <B>Option Agreement. </B>Each Option grant under the Plan shall be evidenced by an Award
Agreement that shall specify (a)&nbsp;the Option Price, (b)&nbsp;the duration of the Option, (c)&nbsp;the number
of shares of Stock to which the Option pertains, (d)&nbsp;the exercise restrictions, if any, applicable
to the Option and (e)&nbsp;such other provisions as the Committee shall determine that are not
inconsistent with the terms and provisions of the Plan. The Award Agreement also shall specify
whether the Option is intended to be an ISO or a NQSO.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;5.3 <B>Option Price. </B>The price at which shares of Stock may be purchased under an Option (the
&#147;<B><I>Option Price</I></B>&#148;) shall not be less than one hundred percent (100%) of the Fair Market Value of the
shares of Stock on the date the Option is granted; <I>provided, however</I>, if the Option is an ISO
granted to a Ten Percent Stockholder, the Option Price must not be less than one hundred ten
percent (110%) of the Fair Market Value of the shares of Stock on the date of grant. Subject to
the limitations set forth in the preceding sentences of this Section&nbsp;5.3, the Committee shall
determine the Option Price for each grant of an Option under the Plan.
</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;5.4 <B>Duration of Option. </B>An Option shall not be exercisable after the earlier of (i)&nbsp;the
general term of the Option specified in the applicable Award Agreement (which shall not exceed
seven years, or, in the case of a Ten Percent Stockholder, no ISO shall be exercisable later than
the fifth (5<SUP style="font-size: 85%; vertical-align: text-top">th</SUP>) anniversary of the date of its grant) or (ii)&nbsp;the period of time
specified in the applicable Award Agreement that follows the Holder&#146;s Separation from Service.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;5.5 <B>Amount Exercisable. </B>Each Option may be exercised at the time, in the manner and subject
to the conditions the Committee specifies in the Award Agreement in its sole discretion.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;5.6 <B>Exercise of Option.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) <I>General Method of Exercise</I>. Subject to the terms and provisions of the Plan and the
applicable Award Agreement, Options may be exercised in whole or in part from time to time
by the delivery of written, telephonic, or electronic notice or in such other manner or
means as determined by the Committee. Unless the Committee specifies otherwise, Options may
be exercised through a broker financed exercise pursuant to the provisions of Regulation&nbsp;T
of the Federal Reserve Board (&#147;Cashless Exercise&#148;).
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) <I>Form of Payment</I>. Except in the case of a Cashless Exercise, no shares of Stock
shall be issued upon the exercise of an Option until there has been a payment of the Option
Price and any applicable withholding to the Company by any combination of the following:
(a)&nbsp;cash, certified check, bank draft or postal or express money order for an amount equal
to the Option Price under the Option, (b)&nbsp;shares of Stock that have been owned or deemed
owned by the Holder for over six (6)&nbsp;months (provided that the use of such shares shall not
be permitted if it would result in an earnings charge to the Company); or (c)&nbsp;any other form
of payment which is acceptable to the Committee.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;5.7 <B>Transferability&#150;Incentive Stock Options</B>. Notwithstanding anything in the Plan or an Award
Agreement to the contrary, no ISO granted under the Plan may be sold, transferred, pledged,
assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and
distribution, and all ISOs granted to an Employee under this Article&nbsp;V shall be exercisable during
his or her lifetime only by such Employee.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;5.8 <B>Notification of Disqualifying Disposition</B>. If any Employee shall make any disposition of
shares of Stock issued pursuant to the exercise of an ISO under the circumstances described in
section&nbsp;421(b) of the Code (relating to certain disqualifying dispositions), such Employee shall
notify the Company of such disposition within ten (10)&nbsp;days thereof.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;5.9 <B>$100,000 Limitation on ISOs</B>. To the extent that the aggregate Fair Market Value of shares
of Stock with respect to which ISOs first become exercisable by a Holder in any calendar year
exceeds $100,000, taking into account both shares of Stock subject to ISOs under the Plan and Stock
subject to ISOs under all other plans of the Company, such Options shall be treated as NQSOs. For
this purpose, the &#147;Fair Market Value&#148; of the shares of Stock subject to Options shall be determined
as of the date the Options were awarded. In reducing the number of Options treated as ISOs to meet
the $100,000 limit, the most recently granted Options shall be reduced first. To the extent a
reduction of simultaneously granted Options is necessary to meet the $100,000 limit, the Committee
may, in the manner and to the extent permitted by law, designate which shares of Stock are to be
treated as shares acquired pursuant to the exercise of an ISO.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;5.10 <B>Separation from Service. </B>Each Award Agreement shall set forth the extent to which the
Holder of an Option shall have the right to exercise the Option following the Holder&#146;s Separation
from Service. Such provisions shall be determined in the sole discretion of the Committee, need
not be uniform among all Options
</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">issued pursuant to the Award Agreement or the Plan, and may reflect distinctions based on the
reasons for the separation.
</DIV>


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


<DIV align="Center" style="font-size: 10pt; margin-top: 6pt"><B>STOCK APPRECIATION RIGHTS</B>

</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.1 <B>Authority to Grant SAR Awards. </B>Subject to the terms and provisions of the Plan, the
Committee, at any time, and from time to time, may grant SARs under the Plan to eligible persons in
such number and upon such terms as the Committee shall determine. Subject to the terms and
conditions of the Plan, the Committee shall have complete discretion in determining the number of
SARs granted to each Holder and, consistent with the provisions of the Plan, in determining the
terms and conditions pertaining to such SARs.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.2 <B>General Terms. </B>Subject to the terms and conditions of the Plan, a SAR granted under the
Plan shall confer on the recipient a right to receive, upon exercise thereof, an amount equal to
the excess of (a)&nbsp;the Fair Market Value of one share of Stock on the date of exercise over (b)&nbsp;the
grant price of the SAR, which shall not be less than one hundred percent (100%) of the Fair Market
Value of one share of Stock on the date of grant of the SAR.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.3 <B>SAR Agreement. </B>Each Award of SARs granted under the Plan shall be evidenced by an Award
Agreement that shall specify (a)&nbsp;the grant price of the SAR, (b)&nbsp;the term of the SAR, (c)&nbsp;the
vesting and termination provisions of the SAR and (d)&nbsp;such other provisions as the Committee shall
determine that are not inconsistent with the terms and provisions of the Plan. The Committee may
impose such additional conditions or restrictions on the exercise of any SAR as it may deem
appropriate.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.4 <B>Term of SAR. </B>The term of a SAR granted under the Plan shall be determined by the
Committee, in its sole discretion; provided that no SAR shall be exercisable on or after the
seventh anniversary date of its grant. Notwithstanding any other provision of the Plan to the
contrary, with respect to a SAR that is granted in connection with an ISO: (a)&nbsp;the SAR will expire
no later than the expiration of the underlying ISO; (b)&nbsp;the value of the payout with respect to the
SAR may be for no more than one hundred percent (100%) of the excess of the Fair Market Value of
the shares of Stock subject to the underlying ISO at the time the SAR is exercised over the Option
Price of the underlying ISO; and (c)&nbsp;the SAR may be exercised only when the Fair Market Value of
the shares of Stock subject to the ISO exceeds the Option Price of the ISO.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.5 <B>Exercise of SAR. </B>A SAR may be exercised upon whatever terms and conditions the Committee,
in its sole discretion, imposes.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.6 <B>Payment of SAR Amount. </B>Upon the exercise of a SAR, a Holder shall be entitled to receive
payment from the Company in an amount determined by multiplying the excess of the Fair Market Value
of a share of Stock on the date of exercise over the grant price of the SAR by the number of shares
of Stock with respect to which the SAR is exercised. At the discretion of the Committee, the
payment upon the exercise of a SAR may be in cash, in Stock of equivalent value, in some
combination thereof or in any other manner approved by the Committee in its sole discretion. The
Committee&#146;s determination regarding the form of SAR payout shall be set forth in the Award
Agreement pertaining to the grant of the SAR.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.7 <B>Separation from Service. </B>Each Award Agreement shall set forth the extent to which the
Holder of a SAR shall have the right to exercise the SAR following the Holder&#146;s Separation from
Service. Such
provisions shall be determined in the sole discretion of the Committee, need not be uniform
among all SARs
</DIV>

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



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">issued pursuant to the Award Agreement or the Plan, and may reflect distinctions
based on the reasons for the separation.
</DIV>

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


<DIV align="Center" style="font-size: 10pt; margin-top: 6pt"><B>RESTRICTED STOCK AWARDS</B>

</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7.1 <B>Authority to Grant Restricted Stock Awards</B><B><I>. </I></B>Subject to the terms and provisions of the
Plan, the Committee, at any time, and from time to time, may grant Awards of Restricted Stock under
the Plan to eligible persons in such amounts and upon such terms as the Committee shall determine.
The amount of, the vesting and the transferability restrictions applicable to any Restricted Stock
Award shall be determined by the Committee in its sole discretion. If the Committee imposes
vesting or transferability restrictions on a Holder&#146;s rights with respect to Restricted Stock, the
Committee may issue such instructions to the Company&#146;s share transfer agent in connection therewith
as it deems appropriate. The Committee may also cause the certificate for shares of Stock issued
pursuant to a Restricted Stock Award to be imprinted with any legend which counsel for the Company
considers advisable with respect to the restrictions or, should the shares of Stock be represented
by book or electronic entry rather than a certificate, the Company may take such steps to restrict
transfer of the shares of Stock as counsel for the Company considers necessary or advisable to
comply with applicable law.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7.2 <B>Restricted Stock Award Agreement. </B>Each Restricted Stock Award shall be evidenced by an
Award Agreement that contains any vesting, transferability restrictions and other provisions not
inconsistent with the Plan as the Committee may specify.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7.3 <B>Holder&#146;s Rights as Stockholder. </B>Subject to the terms and conditions of the Plan, each
recipient of a Restricted Stock Award shall have all the rights of a stockholder with respect to
the shares of Restricted Stock included in the Restricted Stock Award during the Period of
Restriction established for the Restricted Stock Award, including, without limitation, the right to
vote such Shares of Restricted Stock.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7.4 <B>Separation from Service. </B>Each Award Agreement shall set forth the extent to which
Restricted Stock Awards shall vest or be forfeited upon the Holder&#146;s Separation from Service. Such
provisions shall be determined in the sole discretion of the Committee, need not be uniform among
all Restricted Stock Awards issued pursuant to the Award Agreement or the Plan, and may reflect
distinctions based on the reasons for separation.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7.5 <B>Dividends</B>. All dividends and distributions, or the cash equivalent thereof (whether cash,
stock or otherwise), on unvested shares of Restricted Stock shall not be paid to the Holder of such
shares but the value thereof shall be credited by the Company for the benefit of the Holder. At
such time as vested shares are delivered to the Holder, all accumulated credits for the value of
dividends and distributions or the cash equivalent thereof attributable to such vested shares shall
be paid to the Holder. Interest shall not be paid on any such credits for dividends or
distributions or the cash equivalent thereof made by the Company for the benefit of a Holder. The
Company shall have the option of paying such credits for accumulated dividends or distributions or
the cash equivalent thereof in shares of Stock rather than in cash or other medium. (If payment is
made in Stock, the conversion to Stocks shall be at the average Fair Market Value for the five (5)
trading days preceding the date of payment.) Credits for the value of dividends and distributions
or the cash equivalent thereof made by the Company on non-vested Restricted Stock shall be
forfeited in the same manner and at the same time as the respective shares of Restricted Stock to
which they are attributable are forfeited, except that such forfeited credits for the value of
dividends and distributions or the cash equivalent thereof shall be canceled and shall not be
available for future distribution under the Plan.
</DIV>

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

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


<DIV align="Center" style="font-size: 10pt; margin-top: 6pt"><B>RESTRICTED STOCK UNIT AWARDS</B>

</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;8.1 <B>Authority to Grant RSU Awards. </B>Subject to the terms and provisions of the Plan, the
Committee, at any time, and from time to time, may grant RSU Awards under the Plan to eligible
persons in such amounts and upon such terms as the Committee shall determine. The amount of, the
vesting and the transferability restrictions applicable to any RSU Award shall be determined by the
Committee in its sole discretion. The Committee shall maintain a bookkeeping ledger account which
reflects the number of RSUs credited under the Plan for the benefit of a Holder.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;8.2 <B>RSU Award. </B>An RSU Award shall be similar in nature to a Restricted Stock Award except
that no shares of Stock are actually transferred to the Holder until a later date specified in the
applicable Award Agreement. On the date of settlement, each RSU shall have a value equal to the
Fair Market Value of a share of Stock on such date.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;8.3 <B>RSU Award Agreement. </B>Each RSU Award shall be evidenced by an Award Agreement that
contains any Substantial Risk of Forfeiture, transferability restrictions, form and time of payment
provisions and other provisions not inconsistent with the Plan as the Committee may specify.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;8.4 <B>Form of Payment Under RSU Award. </B>Payment under an RSU Award shall be made in either cash
or shares of Stock as specified in the applicable Award Agreement.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;8.5 <B>Separation from Service. </B>Each Award Agreement shall set forth the extent to which RSU
Awards shall vest or be forfeited upon the Holder&#146;s Separation from Service. Such provisions shall
be determined in the sole discretion of the Committee, need not be uniform among all RSU Awards
issued pursuant to the Award Agreement or the Plan, and may reflect distinctions based on the
reasons for separation.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;8.6 <B>Dividends</B>. All dividends and distributions, or the cash equivalent thereof (whether cash,
stock or otherwise), on unvested RSU Awards shall not be paid to the Holder of such RSU Award but
the value thereof shall be credited by the Company for the benefit of the Holder. At such time as
vested shares are delivered to the Holder, all accumulated credits for the value of dividends and
distributions or the cash equivalent thereof attributable to such vested shares shall be paid to
the Holder. Interest shall not be paid on any such credits for dividends or distributions or the
cash equivalent thereof made by the Company for the benefit of a Holder. The Company shall have the
option of paying such credits for accumulated dividends or distributions or the cash equivalent
thereof in shares of Stock rather than in cash or other medium. (If payment is made in Stock, the
conversion to Stock shall be at the average Fair Market Value for the five (5)&nbsp;trading days
preceding the date of payment.) Credits for the value of dividends and distributions or the cash
equivalent thereof made by the Company on non-vested Restricted Stock shall be forfeited in the
same manner and at the same time as the respective shares of Restricted Stock to which they are
attributable are forfeited, except that such forfeited credits for the value of dividends and
distributions or the cash equivalent thereof shall be canceled and shall not be available for
future distribution under the Plan.
</DIV>

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


<DIV align="Center" style="font-size: 10pt; margin-top: 6pt"><B>PERFORMANCE STOCK AWARDS AND PERFORMANCE UNIT AWARDS</B>

</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;9.1 <B>Authority to Grant Performance Stock Awards and Performance Unit Awards. </B>Subject to the
terms and provisions of the Plan, the Committee, at any time, and from time to time, may grant
Performance Stock Awards and Performance Unit Awards under the Plan to eligible persons in such
amounts and upon such terms as the Committee shall determine. The amount of, the vesting and the
transferability restrictions applicable
</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">to any Performance Stock Award or Performance Unit Award shall be based upon the attainment of
such Performance Goals as the Committee may determine. If the Committee imposes vesting or
transferability restrictions on a Holder&#146;s rights with respect to Performance Stock or Performance
Unit Awards, the Committee may issue such instructions to the Company&#146;s share transfer agent in
connection therewith as it deems appropriate. The Committee may also cause the certificate for
shares of Stock issued pursuant to a Performance Stock or Performance Unit Award to be imprinted
with any legend which counsel for the Company considers advisable with respect to the restrictions
or, should the shares of Stock be represented by book or electronic entry rather than a
certificate, the Company may take such steps to restrict transfer of the shares of Stock as counsel
for the Company considers necessary or advisable to comply with applicable law.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;9.2 <B>Performance Goals. </B>Unless and until the Committee proposes for stockholder vote and the
stockholders approve a change in the general Performance Goals set forth in this Article&nbsp;IX, the
Performance Goals upon which the issuance, payment or vesting of an Award to a Covered Employee
that is intended to qualify as Performance-Based Compensation shall be limited to one or more of
the following Performance Goals, which may be based on one or more business criteria that apply to
the Holder, one or more business units of the Company, or the Company as a whole: total
stockholder return, increased revenue, net income, earnings per share, stock price, market share,
return on capital employed, return on equity, return on assets, operating income, earnings before
interest and taxes, cash flow, cash flow from operations, unit costs, cost reductions, production
volume growth, reserve replacement ratio, finding costs, and/or debt-to-total capitalization ratio.
Goals may also be based on performance relative to a peer group of companies.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Unless otherwise stated, such a Performance Goal need not be based upon an increase or
positive result under a particular business criterion and could include, for example, maintaining
the status quo or limiting economic losses (measured, in each case, by reference to specific
business criteria). In interpreting Plan provisions applicable to Performance Goals and
Performance Stock or Performance Unit Awards, it is intended that the Plan will conform with the
standards of section 162(m) of the Code and Treasury Regulations &#167; 1.162-27(e)(2)(i), and the
Committee in establishing such goals and interpreting the Plan shall be guided by such provisions.
Prior to the payment of any compensation based on the achievement of Performance Goals, the
Committee must certify in writing that applicable Performance Goals and any of the material terms
thereof were, in fact, satisfied. Subject to the foregoing provisions, the terms, conditions and
limitations applicable to any Performance Stock or Performance Unit Awards made pursuant to the
Plan shall be determined by the Committee.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;9.3 <B>Time of Establishment of Performance Goals. </B>With respect to a Covered Employee, a
Performance Goal for a particular Performance Stock Award or Performance Unit Award must be
established by the Committee prior to the earlier to occur of (a)&nbsp;90&nbsp;days after the commencement of
the period of service to which the Performance Goal relates or (b)&nbsp;the lapse of 25&nbsp;percent of the
period of service, and in any event while the outcome is substantially uncertain.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;9.4 <B>Written Agreement. </B>Each Performance Stock Award or Performance Unit Award shall be
evidenced by an Award Agreement that contains any vesting, transferability restrictions and other
provisions not inconsistent with the Plan as the Committee may specify.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;9.5 <B>Form of Payment Under Performance Unit Award. </B>Payment under a Performance Unit Award
shall be made in cash and/or shares of Stock as specified in the Holder&#146;s Award Agreement.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;9.6 <B>Holder&#146;s Rights as Stockholder With Respect to a Performance Stock Award</B><I>. </I>Subject to the
terms and conditions of the Plan or as otherwise provided in an Award Agreement, each Holder of a
Performance Stock Award shall have all the rights of a stockholder with respect to the shares of
Stock issued to the Holder pursuant to the Award during any period in which such issued shares of
Stock are subject to forfeiture and restrictions on transfer, including without limitation, the
right to vote such shares of 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">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;9.7 <B>Increases Prohibited. </B>None of the Committee or the Board may increase the amount of
compensation payable under a Performance Stock or Performance Unit Award. If the time at which a
Performance Stock or Performance Unit Award will vest or be paid is accelerated for any reason, the
number of shares of Stock subject to, or the amount payable under, the Performance Stock or
Performance Unit Award shall be reduced pursuant to Department of Treasury Regulation section
1.162-27(e)(2)(iii) to reasonably reflect the time value of money.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;9.8 <B>Stockholder Approval. </B>No payments of Stock or cash will be made to a Covered Employee
pursuant to this Article&nbsp;IX unless the stockholder approval requirements of Department of Treasury
Regulation section 1.162-27(e)(4) are satisfied.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;9.9 <B>Dividends</B>. All dividends and distributions, or the cash equivalent thereof (whether cash,
stock or otherwise), on unvested shares of Performance Stock and Performance Units shall not be
paid to the Holder of such shares but the value thereof shall be credited by the Company for the
benefit of the Holder. At such time as vested shares are delivered to the Holder, all accumulated
credits for the value of dividends and distributions or the cash equivalent thereof attributable to
such vested shares shall be paid to the Holder. Interest shall not be paid on any such credits for
dividends or distributions or the cash equivalent thereof made by the Company for the benefit of a
Holder. The Company shall have the option of paying such credits for accumulated dividends or
distributions or the cash equivalent thereof in shares of Stock rather than in cash or other
medium. (If payment is made in Stock, the conversion to Stocks shall be at the average Fair Market
Value for the five (5)&nbsp;trading days preceding the date of payment.) Credits for the value of
dividends and distributions or the cash equivalent thereof made by the Company on non-vested
Performance Stock or Performance Unit Award shall be forfeited in the same manner and at the same
time as the respective shares of Performance Stock or Performance Units to which they are
attributable are forfeited, except that such forfeited credits for the value of dividends and
distributions or the cash equivalent thereof shall be canceled and shall not be available for
future distribution under the Plan.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;9.10 <B>Company&#146;s Executive Officer Annual Bonus Plan</B>. The issuance of shares of Performance
Stock or Performance Units under the Plan may also be in lieu of cash payments under the Company&#146;s
Executive Officer Annual Bonus Plan, based upon attainment of the performance criteria established
under the terms of the Company&#146;s Executive Officer Annual Bonus Plan.
</DIV>

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


<DIV align="Center" style="font-size: 10pt; margin-top: 6pt"><B>DIRECTOR AWARDS</B>

</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All Awards to Directors shall be determined by the Board or Committee.
</DIV>

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


<DIV align="Center" style="font-size: 10pt; margin-top: 6pt"><B>OTHER STOCK-BASED AWARDS</B>

</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;11.1 <B>Authority to Grant Other Stock-Based Awards</B>. The Committee may grant to eligible persons
other types of equity-based or equity-related Awards not otherwise described by the terms and
provisions of the Plan (including the grant or offer for sale of unrestricted shares of Stock) in
such amounts and subject to such terms and conditions, as the Committee shall determine. Such
Awards may involve the transfer of actual shares of Sock to Holders, or payment in cash or
otherwise of amounts based on the value of shares of Stock and may include, without limitation,
Awards designed to comply with or take advantage of the applicable local laws of jurisdictions
other than the United States.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;11.2 <B>Value of Other Stock-Based Award</B>. Each Other Stock-Based Award shall be expressed in
terms of shares of Stock or units based on shares of Stock, as determined by the Committee.
</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;11.3 <B>Payment of Other Stock-Based Award</B>. Payment, if any, with respect to an Other
Stock-Based Award shall be made in accordance with the terms of the Award, in cash or shares of
Stock as the Committee determines.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;11.4 <B>Separation from Service</B>. The Committee shall determine the extent to which a Holder&#146;s
rights with respect to Other Stock-Based Awards shall be affected by the Holder&#146;s Separation from
Service. Such provisions shall be determined in the sole discretion of the Committee and need not
be uniform among all Other Stock-Based Awards issued pursuant to the Plan.
</DIV>

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


<DIV align="Center" style="font-size: 10pt; margin-top: 6pt"><B>SUBSTITUTION AWARDS</B>

</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Awards may be granted under the Plan from time to time in substitution for stock options and
other awards held by employees of other entities who are about to become Employees, or whose
employer is about to become an Affiliate as the result of a merger or consolidation of the Company
with another corporation, or the acquisition by the Company of substantially all the assets of
another corporation, or the acquisition by the Company of at least fifty percent (50%) of the
issued and outstanding stock of another corporation as the result of which such other corporation
will become an Affiliate. The terms and conditions of the substitute Awards so granted may vary
from the terms and conditions set forth in the Plan to such extent as the Board at the time of
grant may deem appropriate to conform, in whole or in part, to the provisions of the Award in
substitution for which they are granted.
</DIV>

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


<DIV align="Center" style="font-size: 10pt; margin-top: 6pt"><B>CHANGE IN CONTROL OF THE COMPANY</B>

</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;13.1 <B>Change in Control of the Company</B>. Upon the occurrence of a Change in Control of the
Company, unless otherwise specifically prohibited under applicable laws or by the rules and
regulations of any governing governmental agencies or national securities exchanges, or unless the
Committee shall determine otherwise in the Award Agreement:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) Any and all Options and SARs granted hereunder shall become immediately vested and
exercisable upon the date (a)&nbsp;a press release is issued announcing a pending shareholder
vote or other transaction which, if approved or consummated, would constitute a Change of
Control, or (b)&nbsp;a tender offer or exchange is publicly announced or commenced which, if
consummated, would constitute a Change of Control;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) any Period of Restriction and restrictions imposed on Restricted Stock and
Restricted Stock Units shall lapse upon the date (a)&nbsp;a press release is issued announcing a
pending shareholder vote or other transaction which, if approved or consummated, would
constitute a Change of Control, or (b)&nbsp;a tender offer or exchange is publicly announced or
commenced which, if consummated, would constitute a Change of Control;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c) the target payout opportunities attainable under all outstanding Awards of
Performance Stock and Performance Units shall be deemed to have been fully earned based on
targeted performance being attained as of the effective date of the Change in Control of the
Company;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) The vesting of all Awards denominated in shares of Stock shall be
accelerated as of the effective date of the Change in Control of the Company, and
shall be paid out to Participants within thirty (30)&nbsp;days following the effective
date of the Change in Control of the
</DIV>

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

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Company. The Committee has the authority to pay all or any portion of the value
of the shares of stock in cash;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii) Awards denominated in cash shall be paid to Participants in cash within
thirty (30)&nbsp;days following the effective date of the Change in Control of the
Company; and
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d) unless otherwise specifically provided in a written agreement entered into between
the Participant and the Company, the Committee shall pay out all Other Stock-Based Awards.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e) Subject to the acceleration of vesting of outstanding Options, the Committee, in
its discretion, may provide that in the event of a Change in Control of the Company pursuant
to Section&nbsp;2.6(b) or (c), no later than ten (10)&nbsp;days after the approval by the stockholders
of the Company of such merger, consolidation, reorganization, sale, lease, or exchange or
assets or dissolution or such election of directors, or in the event of a Change in Control
of the Company pursuant to Section&nbsp;2.6(a), no later than thirty (30)&nbsp;days after the
occurrence of such Change in Control of the Company, that (i)&nbsp;Options may be exercised in
full only for a limited period of time on or before a specified date (before or after such
Change in Control of the Company) fixed by the Committee, after which specified date all
unexercised Options and all rights of the Participants thereunder shall terminate, or (ii)
require the mandatory surrender to the Company by selected Participants of some or all of
the outstanding Options held by such Participants as of a date, before or after such Change
in Control of the Company, specified by the Committee, in which event the Committee shall
thereupon cancel such Options and the Company shall pay to each Participant an amount of
cash per share of stock equal to the excess, if any of the &#147;<B><I>Change in Control of the Company
Value</I></B>&#148; of the shares of stock subject to such Option over the Option Price(s) under such
Options for such shares of stock.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;For the purpose of this Section&nbsp;13.1(e), &#147;<B><I>Change in Control of the Company Value</I></B>&#148; shall
equal the amount determined in clause (i), (ii), or (iii), whichever is applicable, as
follows: (i)&nbsp;the per share price of the Stock offered to stockholders of the Company in any
such merger, consolidation, reorganization, sale of assets, or dissolution transaction, (ii)
the per share price of the Stock offered to stockholders of the Company in any tender offer
or exchange offer whereby a Change in Control of the Company takes place, or (iii)&nbsp;if such
Change in Control of the Company occurs other than pursuant to a tender or exchange offer,
the Fair Market Value per share of the shares in which such Options being surrendered are
exercisable, as determined by the Committee as of the date determined by the Committee to be
the date of cancellation and surrender of such Options. In the event that the consideration
offered to stockholders of the Company in any transaction consists of anything other than
cash, the Committee shall determine the fair cash equivalent of the portion of the
consideration offered which is other than cash.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;13.2 <B>Delay of Payment due to Section&nbsp;409A</B>. Notwithstanding Section&nbsp;16.1, if a payment under
an Award Agreement is subject to Section&nbsp;409A and if the Change of Control definition contained in
the Award Agreement does not comply with the definition of &#147;change of control&#148; for purposes of a
distribution under Section&nbsp;409A, then any payment of an amount that is otherwise accelerated under
this Article shall be delayed until the earliest time that such payment would be Permissible under
Section&nbsp;409A.
</DIV>

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


<DIV align="Center" style="font-size: 10pt; margin-top: 6pt"><B>ADMINISTRATION</B>

</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;14.1 <B>Awards. </B>The Plan shall be administered by the Committee or, in the absence of the
Committee, the Plan shall be administered by the Board. The members of the Committee shall serve
at the discretion of the Board. The Committee shall have full and exclusive power and authority to
administer the Plan and to take all
</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">actions that the Plan expressly contemplates or are necessary or appropriate in connection
with the administration of the Plan with respect to Awards granted under the Plan.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;14.2 <B>Authority of the Committee. </B>The Committee shall have full and exclusive power to
interpret and apply the terms and provisions of the Plan and Awards made under the Plan, and to
adopt such rules, regulations and guidelines for implementing the Plan as the Committee may deem
necessary or proper, all of which powers shall be exercised in the best interests of the Company
and in keeping with the objectives of the Plan. A majority of the members of the Committee shall
constitute a quorum for the transaction of business relating to the Plan or Awards made under the
Plan, and the vote of a majority of those members present at any meeting shall decide any question
brought before that meeting. Any decision or determination reduced to writing and signed by a
majority of the members shall be as effective as if it had been made by a majority vote at a
meeting properly called and held. All questions of interpretation and application of the Plan, or
as to Awards granted under the Plan, shall be subject to the determination, which shall be final
and binding, of a majority of the whole Committee. No member of the Committee shall be liable for
any act or omission of any other member of the Committee or for any act or omission on his own
part, including but not limited to the exercise of any power or discretion given to him under the
Plan, except those resulting from his own gross negligence or willful misconduct. In carrying out
its authority under the Plan, the Committee shall have full and final authority and discretion,
including but not limited to the following rights, powers and authorities to (a)&nbsp;determine the
persons to whom and the time or times at which Awards will be made; (b)&nbsp;determine the number and
exercise price, if any, of shares of Stock covered in each Award subject to the terms and
provisions of the Plan; (c)&nbsp;determine the terms, provisions and conditions of each Award, which
need not be identical and need not match the default terms set forth in the Plan; (d)&nbsp;determine
whether, to what extent, under what circumstances and how Awards may be canceled, forfeited, or
suspended; (e)&nbsp;determine whether, to what extent, and under what circumstances cash, Shares, other
securities, other Awards, other property, and other amounts payable with respect to an Award under
the Plan shall be deferred either automatically or at the election of the Holder thereof or of the
Committee; (f)&nbsp;accelerate the time at which any outstanding Award will vest; (g)&nbsp;interpret,
construe and administer the Plan and any instrument or agreement relating to an Award made under
the Plan; (h)&nbsp;prescribe, amend and rescind rules and regulations relating to administration of the
Plan; (i)&nbsp;make a determination as to the right of any person to receive payment of an Award or
other benefit; and (j)&nbsp;make all other determinations and take all other actions deemed necessary,
appropriate or advisable for the proper administration of the Plan.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Committee may correct any defect or supply any omission or reconcile any inconsistency in
the Plan or in any Award to a Holder in the manner and to the extent the Committee deems necessary
or desirable to further the Plan&#146;s objectives. Further, the Committee shall make all other
determinations that may be necessary or advisable for the administration of the Plan. As permitted
by law and the terms and provisions of the Plan, the Committee may delegate to one or more of its
members or to one or more officers of the Company, and/or its Affiliates or to one or more agents
or advisors such administrative duties or powers as it may deem advisable, and the Committee or any
person to whom it has delegated duties or powers as aforesaid may employ one or more persons to
render advice with respect to any responsibility the Committee or such person may have under the
Plan. The Committee may, by resolution, authorize one or more officers of the Company to do one or
both of the following on the same basis as can the Committee: (a)&nbsp;designate Employees or Directors
to be recipients of Awards and (b)&nbsp;determine the size of any such Awards; <I>provided, however</I>, (i)
the Committee shall not delegate such responsibilities to any such officer for Awards granted to an
Employee that is considered an Insider; (ii)&nbsp;the resolution providing such authorization sets forth
the total number of Awards such officer(s) may grant; and (iii)&nbsp;the officer(s) shall report
periodically to the Committee regarding the nature and scope of the Awards granted pursuant to the
authority delegated. The Committee may employ attorneys, consultants, accountants, agents, and
other persons, any of whom may be an Employee, and the Committee, the Company, and its officers and
Board shall be entitled to rely upon the advice, opinions, or valuations of any such persons.
</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;14.3 <B>Decisions Binding. </B>All determinations and decisions made by the Committee or the Board,
as the case may be, pursuant to the provisions of the Plan and all related orders and resolutions
of the Committee or
the Board, as the case may be, shall be final, conclusive and binding on all persons,
including the Company, its Affiliates, its stockholders, Holders and the estates and beneficiaries
of Holders.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;14.4 <B>No Liability. </B>Under no circumstances shall the Company, its Affiliates, the Board or the
Committee incur liability for any indirect, incidental, consequential or special damages (including
lost profits) of any form incurred by any person, whether or not foreseeable and regardless of the
form of the act in which such a claim may be brought, with respect to the Plan or the Company&#146;s,
its Affiliates&#146;, the Committee&#146;s or the Board&#146;s roles in connection with the Plan.
</DIV>

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


<DIV align="Center" style="font-size: 10pt; margin-top: 6pt"><B>AMENDMENT OR TERMINATION OF PLAN</B>

</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;15.1 <B>Amendment, Modification, Suspension, and Termination</B>. Subject to Section&nbsp;15.2, the
Committee may, at any time and from time to time, alter, amend, modify, suspend, or terminate the
Plan and any Award Agreement in whole or in part; <I>provided, however</I>, that, no amendment of the Plan
shall be made without the approval of the Company&#146;s stockholders if such stockholder approval is
required by applicable law or stock exchange rules and, except as provided in Section&nbsp;4.5, without
the prior approval of the Company&#146;s stockholders, the Committee shall not directly or indirectly
lower the Option Price of a previously granted Option, (b)&nbsp;cancel an Option when the Option Price
exceeds the Fair Market Value of the underlying shares of Stock in exchange for another Award
(other than in connection with substitute Awards) or (c)&nbsp;take any other action with respect to an
Option that may be treated as a &#147;repricing&#148; under the rules and regulations of the New York Stock
Exchange (or any other principal national securities exchange on which the Company is then listed).
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;15.2 <B>Awards Previously Granted</B>. Notwithstanding any other provision of the Plan to the
contrary, no termination, amendment, suspension, or modification of the Plan or an Award Agreement
shall adversely affect in any material way any Award previously granted under the Plan, without the
written consent of the Holder holding such Award.
</DIV>

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


<DIV align="Center" style="font-size: 10pt; margin-top: 6pt"><B>MISCELLANEOUS</B>

</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;16.1 <B>Unfunded Plan/No Establishment of a Trust Fund. </B>Holders shall have no right, title, or
interest whatsoever in or to any investments that the Company or any of its Affiliates may make to
aid in meeting obligations under the Plan. Nothing contained in the Plan, and no action taken
pursuant to its provisions, shall create or be construed to create a trust of any kind, or a
fiduciary relationship between the Company and any Holder, beneficiary, legal representative, or
any other person. To the extent that any person acquires a right to receive payments from the
Company under the Plan, such right shall be no greater than the right of an unsecured general
creditor of the Company. All payments to be made hereunder shall be paid from the general funds of
the Company and no special or separate fund shall be established and no segregation of assets shall
be made to assure payment of such amounts, except as expressly set forth in the Plan. No property
shall be set aside nor shall a trust fund of any kind be established to secure the rights of any
Holder under the Plan. The Plan is not intended to be subject to the Employee Retirement Income
Security Act of 1974, as amended.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;16.2 <B>No Employment Obligation. </B>The granting of any Award shall not constitute an employment
contract, express or implied, nor impose upon the Company or any Affiliate any obligation to employ
or continue to employ, or utilize the services of, any Holder. The right of the Company or any
Affiliate to terminate the employment of any person shall not be diminished or affected by reason
of the fact that an Award has been
</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">granted to him, and nothing in the Plan or an Award Agreement
shall interfere with or limit in any way the right
of the Company or its Affiliates to terminate any Holder&#146;s employment at any time or for any
reason not prohibited by law.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;16.3 <B>Tax Withholding. </B>The Company or any Affiliate shall be entitled to deduct from other
compensation payable to each Holder any sums required by federal, state, local or foreign tax law
to be withheld with respect to the vesting or exercise of an Award or lapse of restrictions on an
Award. In the alternative, the Company may require the Holder (or other person validly exercising
the Award) to pay such sums for taxes directly to the Company or any Affiliate in cash or by check
within one day after the date of vesting, exercise or lapse of restrictions. In the discretion of
the Committee, and with the consent of the Holder, the Company may reduce the number of shares of
Stock issued to the Holder upon such Holder&#146;s exercise of an Option to satisfy the tax withholding
obligations of the Company or an Affiliate. At the request of a Holder, the Company may, in its
discretion, withhold amounts in excess of the statutory minimum withholding obligation if permitted
by applicable law and to the extent such withholding does not result in adverse accounting
treatment.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Committee may, in its discretion, permit a Holder to satisfy any statutory tax withholding
obligation arising upon the vesting of an Award by delivering to the Holder a reduced number of
shares of Stock in the manner specified herein. If permitted by the Committee and acceptable to
the Holder, at the time of vesting of shares under the Award, the Company shall (a)&nbsp;calculate the
amount of the Company&#146;s or an Affiliate&#146;s statutory tax withholding obligation on the assumption
that all such shares of Stock vested under the Award are made available for delivery, (b)&nbsp;reduce
the number of such shares of Stock made available for delivery so that the Fair Market Value of the
shares of Stock withheld on the vesting date approximates the Company&#146;s or an Affiliate&#146;s statutory
tax withholding obligation and (c)&nbsp;in lieu of the withheld shares of Stock, remit cash to the
United States Treasury and/or other applicable governmental authorities, on behalf of the Holder,
in the amount of the statutory tax withholding obligation. The Company shall withhold only whole
shares of Stock to satisfy its statutory tax withholding obligation. The withheld shares of Stock
not made available for delivery by the Company shall be retained as treasury shares or will be
cancelled and the Holder&#146;s right, title and interest in such shares of Stock shall terminate.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company shall have no obligation upon vesting or exercise of any Award or lapse of
restrictions on an Award until the Company or an Affiliate has received payment sufficient to cover
the statutory tax withholding obligation with respect to that vesting, exercise or lapse of
restrictions. Neither the Company nor any Affiliate shall be obligated to advise a Holder of the
existence of the tax or the amount which it will be required to withhold.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;16.4 <B>Gender and Number. </B>If the context requires, words of one gender when used in the Plan
shall include the other and words used in the singular or plural shall include the other.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;16.5 <B>Severability</B>. In the event any provision of the Plan shall be held illegal or invalid
for any reason, the illegality or invalidity shall not affect the remaining parts of the Plan, and
the Plan shall be construed and enforced as if the illegal or invalid provision had not been
included.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;16.6 <B>Headings. </B>Headings of Articles and Sections are included for convenience of reference
only and do not constitute part of the Plan and shall not be used in construing the terms and
provisions of the Plan.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;16.7 <B>Other Compensation Plans. </B>The adoption of the Plan shall not affect any other option,
incentive or other compensation or benefit plans in effect for the Company or any Affiliate, nor
shall the Plan preclude the Company from establishing any other forms of incentive compensation
arrangements for Employees and Directors.
</DIV>

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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;16.8 <B>Retirement and Welfare Plans</B>. Neither Awards made under the Plan nor shares of Stock or
cash paid pursuant to such Awards, may be included as &#147;compensation&#148; for purposes of computing the
benefits
payable to any Participant under the Company&#146;s or any Affiliate&#146;s retirement plans (both
qualified and non-qualified) or welfare benefit plans unless such other plan expressly provides
that such compensation shall be taken into account in computing a participant&#146;s benefit.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;16.9 <B>Other Awards. </B>The grant of an Award shall not confer upon the Holder the right to
receive any future or other Awards under the Plan, whether or not Awards may be granted to
similarly situated Holders, or the right to receive future Awards upon the same terms or conditions
as previously granted.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;16.10 <B>Successors. </B>All obligations of the Company under the Plan with respect to Awards
granted hereunder shall be binding on any successor to the Company, whether the existence of such
successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of
all or substantially all of the business and/or assets of the Company.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;16.11 <B>Law Limitations/Governmental Approvals</B>. The granting of Awards and the issuance of
shares of Stock under the Plan shall be subject to all applicable laws, rules, and regulations, and
to such approvals by any governmental agencies or national securities exchanges as may be required.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;16.12 <B>Delivery of Title</B>. The Company shall have no obligation to issue or deliver evidence of
title for shares of Stock issued under the Plan prior to (a)&nbsp;obtaining any approvals from
governmental agencies that the Company determines are necessary or advisable; and (b)&nbsp;completion of
any registration or other qualification of the Stock under any applicable national or foreign law
or ruling of any governmental body that the Company determines to be necessary or advisable.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;16.13 <B>Inability to Obtain Authority</B>. The inability of the Company to obtain authority from
any regulatory body having jurisdiction, which authority is deemed by the Company&#146;s counsel to be
necessary to the lawful issuance and sale of any shares of Stock hereunder, shall relieve the
Company of any liability in respect of the failure to issue or sell such shares of Stock as to
which such requisite authority shall not have been obtained.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;16.14 <B>Investment Representations</B>. The Committee may require any person receiving Stock
pursuant to an Award under the Plan to represent and warrant in writing that the person is
acquiring the shares of Stock for investment and without any present intention to sell or
distribute such Stock.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;16.15 <B>Persons Residing Outside of the United States. </B>Notwithstanding any provision of the
Plan to the contrary, in order to comply with the laws in other countries in which the Company or
any of its Affiliates operates or has Employees, the Committee, in its sole discretion, shall have
the power and authority to (a)&nbsp;determine which Affiliates shall be covered by the Plan; (b)
determine which persons employed outside the United States are eligible to participate in the Plan;
(c)&nbsp;amend or vary the terms and provisions of the Plan and the terms and conditions of any Award
granted to persons who reside outside the United States; (d)&nbsp;establish subplans and modify exercise
procedures and other terms and procedures to the extent such actions may be necessary or advisable
&#151; any subplans and modifications to Plan terms and procedures established under this Section&nbsp;16.15
by the Committee shall be attached to the Plan document as Appendices; and (e)&nbsp;take any action,
before or after an Award is made, that it deems advisable to obtain or comply with any necessary
local government regulatory exemptions or approvals. Notwithstanding the above, the Committee may
not take any actions hereunder, and no Awards shall be granted, that would violate the Securities
Exchange Act of 1934, as amended, the Code, any securities law or governing statute or any other
applicable law.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;16.16 <B>Arbitration of Disputes. </B>Any controversy arising out of or relating to the Plan or an
Award Agreement shall be resolved by arbitration conducted pursuant to the arbitration rules of the
American Arbitration Association. The arbitration shall be final and binding on the parties.
</DIV>

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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;16.17 <B>Governing Law. </B>The provisions of the Plan and the rights of all persons claiming
thereunder shall be construed, administered and governed under the laws of the State of Texas,
excluding any conflicts or choice of law rule or principle that might otherwise refer construction
or interpretation of the Plan to the substantive law of another jurisdiction. Unless otherwise
provided in the Award Agreement, recipients of an Award under the Plan are deemed to submit to the
exclusive jurisdiction and venue of the federal or state courts of Texas, to resolve any and all
issues that may arise out of or relate to the Plan or any related Award Agreement.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;16.18 <B>Prior Plans</B>. The Plan shall serve as the successor to the Company&#146;s Amended and
Restated 1992 Stock Option Plan, the Amended and Restated 1994 Stock Plan and the Amended and
Restated 1993 Nonemployee Directors Stock Option Plan (the &#147;Prior Plans&#148;) and no further grants
shall be made under the Prior Plans from and after the Effective Date of the Plan, except for
awards with respect to shares of Stock which by reason of the terms of the Prior Plans are again
made available for grant due to the forfeiture or cancellation of awards outstanding as of the
Effective Date. All outstanding awards under the Prior Plans shall continue to be governed by the
terms and conditions of the instrument evidencing such grant or issuance. Notwithstanding any
provision in the Plan to the contrary, no provision of the Plan is intended to modify, extend or
renew any awards granted under the Prior Plans. Any provision in the Plan that is contrary to a
provision in the Prior Plans that would create a modification, extension or renewal of such award
is hereby incorporated into the Plan. All terms, conditions and limitations, if any, that are set
forth in any previously granted award agreement shall remain in full force and effect under the
terms of the respective plan pursuant to which it was issued.
</DIV>

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</DIV>

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