(i)                                      “Grant” means an award made to a Participant pursuant to the Plan and described in Section 5, including, without limitation, an award of a Stock Option, Restricted Stock, Purchase Stock, or Other Stock Based Grant or any combination of the foregoing.

(j)                                      “Grant Agreement” means an agreement between the Company and a Participant that sets forth the terms, conditions and limitations applicable to a Grant.

(k)                                   “Participant” means an Employee, Director, consultant or other person having a relationship with the Company, one of its Subsidiaries or any other “Service Recipient” (within the meaning of Section 409A of the Code), to whom one or more Grants have been made and such Grants have not all been forfeited or terminated under the Plan.

(l)                                      “Stock-Based Grants” means the collective reference to the grant of Purchase Stock, Restricted Stock and Other Stock Based Grants described in Section 5.

(m)                                “Stock Options” means options to purchase Common Stock, which may or may not be incentive stock options (“Incentive Stock Options”) within the meaning of Section 422 of the Code.

(n)                                  “Subsidiary” means any entity other than the Company in an unbroken chain of entities beginning with the Company if each of the entities other than the last entity in the unbroken chain owns 50% or more of the voting stock or other voting interests in one of the other entities in such chain.

3.                                        Administration of Plan

(a)                                   The Plan shall be administered by the Committee.  All of the members of the Committee and any other Directors shall be eligible to be selected for Grants under the Plan; provided, however, that the members of the Committee shall qualify to administer the Plan for purposes of Rule 16b-3 (and any other applicable rule) promulgated under Section 16(b) of the Exchange Act to the extent that the Company is subject to such rule.  The Committee may adopt its own rules of procedure, and the action of a majority of the Committee, taken at a meeting or taken without a meeting by a writing signed by such majority, shall constitute action by the Committee.  The Committee shall have the power and authority to administer, construe and interpret the Plan, to make rules for carrying it out and to make changes in such rules.  Any such interpretations, rules, and administration shall be consistent with the basic purposes of the Plan.

(b)                                  The Committee may delegate to the Chief Executive Officer and to other senior officers of the Company its duties under the Plan subject to such conditions and limitations as the Committee shall prescribe except that only the Committee may designate and make Grants to Participants who are subject to Section 16 of the Exchange Act.

(c)                                   The Committee may employ attorneys, consultants, accountants, appraisers, brokers or other persons.  The Committee, the Company, and the officers and Directors of the Company shall be entitled to rely upon the advice, opinions or valuations of any such persons.  All actions taken and all interpretations and determinations made by the Committee in good faith shall be final and binding upon all Participants, the Company and all other interested persons.  No member of the Committee shall be personally liable for any action,

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determination or interpretation made in good faith with respect to the Plan or the Grants, and all members of the Committee shall be fully protected by the Company with respect to any such action, determination or interpretation.

4.                                        Eligibility

The Committee may from time to time make Grants under the Plan to such Employees, Directors or other persons having a relationship with the Company, any of its Subsidiaries or any other Service Recipient, and in such form and having such terms, conditions and limitations as the Committee may determine.  Grants may be granted singly, in combination or in tandem.  The terms, conditions and limitations of each Grant under the Plan shall be set forth in a Grant Agreement, in a form approved by the Committee, consistent, however, with the terms of the Plan.

5.                                        Grants

From time to time, the Committee will determine the forms and amounts of Grants for Participants.  Such Grants may take the following forms in the Committee’s sole discretion:

(a)                                   Stock Options - These are options to purchase Common Stock, which may or may not be Incentive Stock Options and shall have an exercise price at least equal to the fair market value of one share of Common Stock on the date of Grant (or, if the person to whom an Incentive Stock Option is being granted owns Common Stock representing more than 10 percent of the voting power of all classes of Company equity, the exercise price shall be at least equal to 110 percent of the fair market value of one share of Common Stock on the date of Grant). At the time of the Grant the Committee shall determine, and shall have contained in the Grant Agreement or other Plan rules, the option exercise period, the option price, and such other conditions or restrictions on the grant or exercise of the option as the Committee deems appropriate, which may include the requirement that the grant of options is predicated on the acquisition of Purchase Shares under Section 5(c) by the Participant or as may be required pursuant to applicable law, if such options shall be Incentive Stock Options.  Payment of the option exercise price shall be made in cash or in shares of Common Stock ( provided, that such Shares have been held by the Participant for not less than six months (or such other period as established by the Committee from time to time)), or a combination thereof, in accordance with the terms of the Plan, the Grant Agreement and any applicable guidelines of the Committee in effect at the time.

(b)                                  Restricted Stock - Restricted Stock is Common Stock delivered to a Participant with or without payment of consideration with restrictions or conditions on the Participant’s right to transfer or sell such stock.  The number of shares of Restricted Stock and the restrictions or conditions on such shares shall be as the Committee determines, in the Grant Agreement or by other Plan rules, and the certificate for the Restricted Stock shall bear evidence of such restrictions or conditions.

(c)                                   Purchase Stock - Purchase Stock refers to shares of Common Stock offered to a Participant at such pr