2005 EQUITY INCENTIVE PLAN

Exhibit A

ACCESS PHARMACEUTICALS, INC.
2005 EQUITY INCENTIVE PLAN


1. Purpose 1
2. Definitions 1
3. Term of the Plan 4
4. Stock Subject to the Plan 4
5. Administration 4
6. Authorization of Grants 5
7. Specific Terms of Awards 6
8. Adjustment Provisions 11
9. Change of Control 12
10. Settlement of Awards 12
11. Reservation of Stock 14
12. Limitation of Rights in Stock;
No Special Service Rights 15
13. Unfunded Status of Plan 15
14. Nonexclusivity of the Plan 15
15. Termination and Amendment
of the Plan 15
16. Notices and Other Communications 16
17. Governing Law 16

ACCESS PHARMACEUTICALS, INC.
2005 Equity Incentive Plan

1. Purpose

This Plan is intended to encourage ownership of
Stock by employees, consultants and directors of the
Company and its Affiliates and to provide additional
incentive for them to promote the success of the
Company's business through the grant of Awards of or
pertaining to shares of the Company's Stock. The
Plan is intended to be an incentive stock option
plan within the meaning of Section 422 of the Code,
but not all Awards are required to be Incentive
Options.

2. Definitions

As used in this Plan, the following terms shall have
the following meanings:

2.1. Accelerate, Accelerated, and Acceleration,
means: (a) when used with respect to an Option or
Stock Appreciation Right, that as of the time of
reference the Option or Stock Appreciation Right
will become exercisable with respect to some or all
of the shares of Stock for which it was not then
otherwise exercisable by its terms; (b) when used
with respect to Restricted Stock or Restricted Stock
Units, that the Risk of Forfeiture otherwise
applicable to the Stock or Units shall expire with
respect to some or all of the shares of Restricted
Stock or Units then still otherwise subject to the
Risk of Forfeiture; and (c) when used with respect
to Performance Units, that the applicable
Performance Goals shall be deemed to have been met
as to some or all of the Units.

2.2. Acquisition means a merger or consolidation of
the Company into another person (i.e., which merger
or consolidation the Company does not survive) or
the sale, transfer, or other disposition of all or
substantially all of the Company's assets to one or
more other persons in a single transaction or series
of related transactions.

2.3. Affiliate means any corporation, partnership,
limited liability company, business trust, or other
entity controlling, controlled by or under common
control with the Company.

2.4. Award means any grant or sale pursuant to the
Plan of Options, Stock Appreciation Rights,
Performance Units, Restricted Stock, Restricted
Stock Units, or Stock Grants.

2.5. Award Agreement means an agreement between the
Company and the recipient of an Award, setting forth
the terms and conditions of the Award.

2.6. Board means the Company's Board of Directors.

2.7. Change of Control means the occurrence of any
of the following after the date of the approval of
the Plan by the Board:

(a) an Acquisition, unless securities possessing
more than 50% of the total combined voting power of
the survivor's or acquiror's outstanding securities
(or the securities of any parent thereof) are held
by a person or persons who held securities
possessing more than 50% of the total combined
voting power of the Company's outstanding securities
immediately prior to that transaction, or

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(b) any person or group of persons (within the
meaning of Section 13(d)(3) of the Securities
Exchange Act of 1934, as amended and in effect from
time to time) directly or indirectly acquires,
including but not limited to by means of a merger or
consolidation, beneficial ownership (determined
pursuant to Securities and Exchange Commission
Rule 13d-3 promulgated under the said Exchange Act)
of securities possessing more than 50% of the total
combined voting power of the Company's outstanding
securities pursuant to a tender or exchange offer
made directly to the Company's stockholders that the
Board does not recommend such stockholders accept,
other than (i) the Company or an Affiliate, (ii) an
employee benefit plan of the Company or any of its
Affiliates, (iii) a trustee or other fiduciary
holding securities under an employee benefit plan of
the Company or any of its Affiliates, or (iv) an
underwriter temporarily holding securities pursuant
to an offering of such securities, or

(c) a majority of the Board votes in favor of a
decision that a Change in Control has occurred.

2.8. Code means the Internal Revenue Code of 1986,
as amended from time to time, or any successor
statute thereto, and any regulations issued from
time to time thereunder.

2.9. Committee means the Compensation Committee of
the Board, which in general is responsible for the
administration of the Plan, as provided in Section 5
of the Plan. For any period during which no such
committee is in existence "Committee" shall mean the
Board and all authority and responsibility assigned
to the Committee under the Plan shall be exercised,
if at all, by the Board.

2.10. Company means ACCESS PHARMACEUTICALS, INC., a
corporation organized under the laws of the Delaware.

2.11. Covered Employee means an employee who is a
covered employee within the meaning of Section
162(m) of the Code.

2.12. Grant Date means the date as of which an
Option is granted, as determined under
Section 7.1(a).

2.13. Incentive Option means an Option which by its
terms is to be treated as an "incentive stock
option" within the meaning of Section 422 of the
Code.

2.14. Market Value means the value of a share of
Stock on a particular date determined by such
methods or procedures as may be established by the
Committee. Unless otherwise determined by the
Committee, the Market Value of Stock as of any date
is the closing price for the Stock as reported on
the American Stock Exchange (or on any other
national securities exchange on which the Stock is
then listed) for that date or, if no closing price
is reported for that date, the closing price on the
next preceding date for which a closing price was
reported. For purposes of Awards effective as of
the effective date of the Company's initial public
offering, Market Value of Stock shall be the price
at which the Company's Stock is offered to the
public in its initial public offering.

2.15. Nonstatutory Option means any Option that is
not an Incentive Option.

2.16. Option means an option to purchase shares of
Stock.

2.17. Optionee means a Participant to whom an Option
shall have been granted under the Plan.

2.18. Participant means any holder of an outstanding
Award under the Plan.

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2.19. Performance Criteria means the criteria that
the Committee selects for purposes of establishing
the Performance Goal or Performance Goals for a
Participant for a Performance Period. The
Performance Criteria used to establish Performance
Goals are: earnings, sales, cash flow, return on
assets or equity, stock price growth, shareholder
returns, earnings per share, market share, market
capitalization, product sales or milestones,
execution of agreements, fundraising or other
criteria related to any of the above. The Committee
will, but within the time prescribed by Section
162(m) of the Code in the case of Qualified
Performance-Based Awards, objectively define the
manner of calculating the Performance Criteria it
selects to use for such Performance Period for such
Participant.

2.20. Performance Goals means, for a Performance
Period, the written goals established by the
Committee for the Performance Period based upon the
Performance Criteria. Depending on the Performance
Criteria used to establish such Performance Goals,
the Performance Goals may be expressed in terms of
overall Company performance or the performance of a
division, business unit, subsidiary, or an
individual.

2.21. Performance Period means the one or more
periods of time, which may be of varying and
overlapping durations, selected by the Committee,
over which the attainment of one or more Performance
Goals will be measured for purposes of determining a
Participant's right to, and the payment of, a
Performance Unit.

2.22. Performance Unit means a right granted to a
Participant under Section 7.5, to receive cash,
Stock or other Awards, the payment of which is
contingent on achieving Performance Goals
established by the Committee.

2.23. Plan means this 2005 Equity Incentive Plan of
the Company, as amended from time to time, and
including any attachments or addenda hereto.

2.24. Qualified Performance-Based Awards means
Awards intended to qualify as "performance-based
compensation" under Section 162(m) of the Code.

2.25. Restricted Stock means a grant or sale of
shares of Stock to a Participant subject to a Risk
of Forfeiture.

2.26. Restriction Period means the period of time,
established by the Committee in connection with an
Award of Restricted Stock, during which the shares
of Restricted Stock are subject to a Risk of
Forfeiture described in the applicable Award Agreement.

2.27. Risk of Forfeiture means a limitation on the
right of the Participant to retain Restricted Stock
or Restricted Stock Units, including a right in the
Company to reacquire shares of Restricted Stock at
less than their then Market Value, arising because
of the occurrence or non-occurrence of specified
events or conditions.

2.28. Restricted Stock Units means rights to receive
shares of Stock at the close of a Restriction
Period, subject to a Risk of Forfeiture.

2.29. Stock means common stock, $0.01 per share, of
the Company, and such other securities as may be
substituted for Stock pursuant to Section 8.

2.30. Stock Appreciation Right means a right to
receive any excess in the Market Value of shares of
Stock (except as otherwise provided in Section
7.2(c)) over a specified exercise price.

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2.31. Stock Grant means the grant of shares of Stock
not subject to restrictions or other forfeiture
conditions.

2.32. Stockholders' Agreement means any agreement by
and among the holders of at least a majority of the
outstanding voting securities of the Company and
setting forth, among other provisions, restrictions
upon the transfer of shares of Stock or on the
exercise of rights appurtenant thereto (including
but not limited to voting rights).

2.33. Ten Percent Owner means a person who owns, or
is deemed within the meaning of Section 422(b)(6) of
the Code to own, stock possessing more than 10% of
the total combined voting power of all classes of
stock of the Company (or any parent or subsidiary
corporations of the Company, as defined in
Sections 424(e) and (f), respectively, of the Code).
Whether a person is a Ten Percent Owner shall be
determined with respect to an Option based on the
facts existing immediately prior to the Grant Date
of the Option.

3. Term of the Plan

Unless the Plan shall have been earlier terminated
by the Board, Awards may be granted under this Plan
at any time in the period commencing on the date of
approval of the Plan by the Board and ending
immediately prior to the tenth anniversary of the
adoption of the Plan by the Board (January 20,
2015). Awards granted pursuant to the Plan within
that period shall not expire solely by reason of the
termination of the Plan. Awards of Incentive
Options granted prior to stockholder approval of the
Plan are expressly conditioned upon such approval,
but in the event of the failure of the stockholders
to approve the Plan shall thereafter and for all
purposes be deemed to constitute Nonstatutory
Options.

4. Stock Subject to the Plan

At no time shall the number of shares of Stock
issued pursuant to or subject to outstanding Awards
granted under the Plan (including pursuant to
Incentive Options), nor the number of shares of
Stock issued pursuant to Incentive Options, exceed
700,000 shares of Stock; subject, however, to the
provisions of Section 8 of the Plan. For purposes
of applying the foregoing limitation, (a) if any
Option or Stock Appreciation Right expires,
terminates, or is cancelled for any reason without
having been exercised in full, or if any other Award
is forfeited by the recipient, the shares not
purchased by the Optionee or which are forfeited by
the recipient shall again be available for Awards to
be granted under the Plan and (b) if any Option is
exercised by delivering previously owned shares in
payment of the exercise price therefor, only the net
number of shares, that is, the number of shares
issued minus the number received by the Company in
payment of the exercise price, shall be considered
to have been issued pursuant to an Award granted
under the Plan. In addition, settlement of any
Award shall not count against the foregoing
limitations except to the extent settled in the form
of Stock. Shares of Stock issued pursuant to the
Plan may be either authorized but unissued shares or
shares held by the Company in its treasury.

5. Administration

The Plan shall be administered by the Committee;
provided, however, that at any time and on any one
or more occasions the Board may itself exercise any
of the powers and responsibilities assigned the
Committee under the Plan and when so acting shall
have the benefit of all of the provisions of the
Plan pertaining to the Committee's exercise of its
authorities hereunder; and provided further,
however, that the Committee may delegate to an
executive officer or officers the authority to grant
Awards hereunder to employees who are not officers,
and to consultants, in accordance with such
guidelines as the Committee shall set forth at any
time or from time to time. Subject to the provisions
of the Plan, the Committee shall have complete
authority, in its discretion, to make or to select
the manner of making all determinations with

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respect to each Award to be granted by the Company
under the Plan including the employee, consultant or
director to receive the Award and the form of Award.
In making such determinations, the Committee may
take into account the nature of the services
rendered by the respective employees, consultants,
and directors, their present and potential
contributions to the success of the Company and its
Affiliates, and such other factors as the Committee
in its discretion shall deem relevant. Subject to
the provisions of the Plan, the Committee shall also
have complete authority to interpret the Plan, to
prescribe, amend and rescind rules and regulations
relating to it, to determine the terms and
provisions of the respective Award Agreements (which
need not be identical), and to make all other
determinations necessary or advisable for the
administration of the Plan. The Committee's
determinations made in good faith on matters
referred to in the Plan shall be final, binding and
conclusive on all persons having or claiming any
interest under the Plan or an Award made pursuant
hereto.

6. Authorization of Grants

6.1. Eligibility. The Committee may grant from time
to time and at any time prior to the termination of
the Plan one or more Awards, either alone or in
combination with any other Awards, to any employee
of or consultant to one or more of the Company and
its Affiliates or to non-employee member of the
Board or of any board of directors (or similar
governing authority) of any Affiliate. However, only
employees of the Company, and of any parent or
subsidiary corporations of the Company, as defined
in Sections 424(e) and (f), respectively, of the
Code, shall be eligible for the grant of an
Incentive Option. Further, in no event shall the
number of shares of Stock covered by Options or
other Awards granted to any one person in any one
calendar year exceed 75% of the aggregate number of
shares of Stock subject to the Plan.

6.2. General Terms of Awards. Each grant of an
Award shall be subject to all applicable terms and
conditions of the Plan (including but not limited to
any specific terms and conditions applicable to that
type of Award set out in the following Section), and
such other terms and conditions, not inconsistent
with the terms of the Plan, as the Committee may
prescribe. No prospective Participant shall have
any rights with respect to an Award, unless and
until such Participant has executed an agreement
evidencing the Award, delivered a fully executed
copy thereof to the Company, and otherwise complied
with the applicable terms and conditions of such
Award.

6.3. Effect of Termination of Employment, Etc.
Unless the Committee shall provide otherwise with
respect to any Award, if the Participant's
employment or other association with the Company and
its Affiliates ends for any reason, including
because of the Participant's employer ceasing to be
an Affiliate, (a) any outstanding Option or SAR of
the Participant shall cease to be exercisable in any
respect not later than 90 days following that event
and, for the period it remains exercisable following
that event, shall be exercisable only to the extent
exercisable at the date of that event, and (b) any
other outstanding Award of the Participant shall be
forfeited or otherwise subject to return to or
repurchase by the Company on the terms specified in
the applicable Award Agreement. Military or sick
leave or other bona fide leave shall not be deemed a
termination of employment or other association,
provided that it does not exceed the longer of
ninety (90) days or the period during which the
absent Participant's reemployment rights, if any,
are guaranteed by statute or by contract.

6.4. Non-Transferability of Awards. Except as
otherwise provided in this Section 6.4, Awards shall
not be transferable, and no Award or interest
therein may be sold, transferred, pledged, assigned,
or otherwise alienated or hypothecated, other than
by will or by the laws of descent and distribution.
All of a Participant's rights in any Award may be
exercised during the life of the Participant only by
the Participant or the Participant's legal
representative. However, the Committee may, at or
after the grant of an Award of a Nonstatutory
Option, or shares of Restricted Stock, provide that
such Award may be transferred by the recipient to a
family member; provided, however, that any such
transfer is without payment of any

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consideration whatsoever and that no transfer shall
be valid unless first approved by the Committee,
acting in its sole discretion. For this purpose,
"family member" means any child, stepchild,
grandchild, parent, stepparent, spouse, former
spouse, sibling, niece, nephew, mother-in-law,
father-in-law, son-in-law, daughter-in-law, brother-
in-law, or sister-in-law, including adoptive
relationships, any person sharing the employee's
household (other than a tenant or employee), a trust
in which the foregoing persons have more than fifty
(50) percent of the beneficial interests, a
foundation in which the foregoing persons (or the
Participant) control the management of assets, and
any other entity in which these persons (or the
Participant) own more than fifty (50) percent of the
voting interests.

7. Specific Terms of Awards

7.1. Options.

(a) Date of Grant. The granting of an Option shall
take place at the time specified in the Award
Agreement. Only if expressly so provided in the
applicable Award Agreement shall the Grant Date be
the date on which the Award Agreement shall have
been duly executed and delivered by the Company and
the Optionee.

(b) Exercise Price. The price at which shares of
Stock may be acquired under each Incentive Option
shall be not less than 100% of the Market Value of
Stock on the Grant Date, or not less than 110% of
the Market Value of Stock on the Grant Date if the
Optionee is a Ten Percent Owner. The price at which
shares may be acquired under each Nonstatutory
Option shall not be so limited solely by reason of
this Section.

(c) Option Period. No Incentive Option may be
exercised on or after the tenth anniversary of the
Grant Date, or on or after the fifth anniversary of
the Grant Date if the Optionee is a Ten Percent
Owner. The Option period under each Nonstatutory
Option shall not be so limited solely by reason of
this Section.

(d) Exercisability. An Option may be immediately
exercisable or become exercisable in such
installments, cumulative or non-cumulative, as the
Committee may determine. In the case of an Option
not otherwise immediately exercisable in full, the
Committee may Accelerate such Option in whole or in
part at any time; provided, however, that in the
case of an Incentive Option, any such Acceleration
of the Option would not cause the Option to fail to
comply with the provisions of Section 422 of the
Code or the Optionee consents to the Acceleration.

(e) Method of Exercise. An Option may be exercised
by the Optionee giving written notice, in the manner
provided in Section 16, specifying the number of
shares with respect to which the Option is then
being exercised. The notice shall be accompanied by
payment in the form of cash or check payable to the
order of the Company in an amount equal to the
exercise price of the shares to be purchased or,
subject in each instance to the Committee's
approval, acting in its sole discretion, and to such
conditions, if any, as the Committee may deem
necessary to avoid adverse accounting effects to the
Company, by delivery to the Company of

(i) shares of Stock having a Market Value equal to
the exercise price of the shares to be purchased, or

(ii) unless prohibited by applicable law, the
Optionee's executed promissory note in the principal
amount equal to the exercise price of the shares to
be purchased and otherwise in such form as the
Committee shall have approved.

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If the Stock is traded on an established market,
payment of any exercise price may also be made
through and under the terms and conditions of any
formal cashless exercise program authorized by the
Company entailing the sale of the Stock subject to
an Option in a brokered transaction (other than to
the Company). Receipt by the Company of such notice
and payment in any authorized or combination of
authorized means shall constitute the exercise of
the Option. Within thirty (30) days thereafter but
subject to the remaining provisions of the Plan, the
Company shall deliver or cause to be delivered to
the Optionee or his agent a certificate or
certificates for the number of shares then being
purchased. Such shares shall be fully paid and
nonassessable.

(f) Limit on Incentive Option Characterization. An
Incentive Option shall be considered to be an
Incentive Option only to the extent that the number
of shares of Stock for which the Option first
becomes exercisable in a calendar year do not have
an aggregate Market Value (as of the date of the
grant of the Option) in excess of the "current
limit". The current limit for any Optionee for any
calendar year shall be $100,000 minus the aggregate
Market Value at the date of grant of the number of
shares of Stock available for purchase for the first
time in the same year under each other Incentive
Option previously granted to the Optionee under the
Plan, and under each other incentive stock option
previously granted to the Optionee under any other
incentive stock option plan of the Company and its
Affiliates, after December 31, 1986. Any shares of
Stock which would cause the foregoing limit to be
violated shall be deemed to have been granted under
a separate Nonstatutory Option, otherwise identical
in its terms to those of the Incentive Option.

(g) Notification of Disposition. Each person
exercising any Incentive Option granted under the
Plan shall be deemed to have covenanted with the
Company to report to the Company any disposition of
such shares prior to the expiration of the holding
periods specified by Section 422(a)(1) of the Code
and, if and to the extent that the realization of
income in such a disposition imposes upon the
Company federal, state, local or other withholding
tax requirements, or any such withholding is
required to secure for the Company an otherwise
available tax deduction, to remit to the Company an
amount in cash sufficient to satisfy those
requirements.

7.2. Stock Appreciation Rights.

(a) Tandem or Stand-Alone. Stock Appreciation
Rights may be granted in tandem with an Option (at
or, in the case of a Nonstatutory Option, after, the
award of the Option), or alone and unrelated to an
Option. Stock Appreciation Rights in tandem with an
Option shall terminate to the extent that the
related Option is exercised, and the related Option
shall terminate to the extent that the tandem Stock
Appreciation Rights are exercised.

(b) Exercise Price. Stock Appreciation Rights shall
have an exercise price of not less than fifty
percent (50%) of the Market Value of the Stock on
the date of award, or in the case of Stock
Appreciation Rights in tandem with Options, the
exercise price of the related Option.

(c) Other Terms. Except as the Committee may deem
inappropriate or inapplicable in the circumstances,
Stock Appreciation Rights shall be subject to terms
and conditions substantially similar to those
applicable to a Nonstatutory Option. In addition,
an SAR related to an Option which can only be
exercised during limited periods following a Change
in Control may entitle the Participant to receive an
amount based upon the highest price paid or offered
for Stock in any transaction relating to the Change
in Control or paid during the thirty (30) day period
immediately preceding the occurrence of the change
in control in any transaction reported in the stock
market in which the Stock is normally traded.

7.3. Restricted Stock.

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(a) Purchase Price. Shares of Restricted Stock
shall be issued under the Plan for such
consideration, in cash, other property or services,
or any combination thereof, as is determined by the
Committee.

(b) Issuance of Certificates. Each Participant
receiving a Restricted Stock Award, subject to
subsection (c) below, shall be issued a stock
certificate in respect of such shares of Restricted
Stock. Such certificate shall be registered in the
name of such Participant, and, if applicable, shall
bear an appropriate legend referring to the terms,
conditions, and restrictions applicable to such
Award substantially in the following form:

The transferability of this certificate and the
shares represented by this certificate are subject
to the terms and conditions of Access
Pharmaceuticals, Inc. 2005 Equity Incentive Plan and
an Award Agreement entered into by the registered
owner and Access Pharmaceuticals, Inc.. Copies of
such Plan and Agreement are on file in the offices
of Access Pharmaceuticals, Inc.

(c) Escrow of Shares. The Committee may require
that the stock certificates evidencing shares of
Restricted Stock be held in custody by a designated
escrow agent (which may but need not be the Company)
until the restrictions thereon shall have lapsed,
and that the Participant deliver a stock power,
endorsed in blank, relating to the Stock covered by
such Award.

(d) Restrictions and Restriction Period. During the
Restriction Period applicable to shares of
Restricted Stock, such shares shall be subject to
limitations on transferability and a Risk of
Forfeiture arising on the basis of such conditions
related to the performance of services, Company or
Affiliate performance or otherwise as the Committee
may determine and provide for in the applicable
Award Agreement. Any such Risk of Forfeiture may be
waived or terminated, or the Restriction Period
shortened, at any time by the Committee on such
basis as it deems appropriate.

(e) Rights Pending Lapse of Risk of Forfeiture or
Forfeiture of Award. Except as otherwise provided
in the Plan or the applicable Award Agreement, at
all times prior to lapse of any Risk of Forfeiture
applicable to, or forfeiture of, an Award of
Restricted Stock, the Participant shall have all of
the rights of a stockholder of the Company,
including the right to vote, and the right to
receive any dividends with respect to, the shares of
Restricted Stock. The Committee, as determined at
the time of Award, may permit or require the payment
of cash dividends to be deferred and, if the
Committee so determines, reinvested in additional
Restricted Stock to the extent shares are available
under Section 4.

(f) Lapse of Restrictions. If and when the
Restriction Period expires without a prior
forfeiture of the Restricted Stock, the certificates
for such shares shall be delivered to the
Participant promptly if not theretofore so
delivered.

7.4. Restricted Stock Units.

(a) Character. Each Restricted Stock Unit shall
entitle the recipient to a share of Stock at a close
of such Restriction Period as the Committee may
establish and subject to a Risk of Forfeiture
arising on the basis of such conditions relating to
the performance of services, Company or Affiliate
performance or otherwise as the Committee may
determine and provide for in the applicable Award
Agreement. Any such Risk of Forfeiture may be
waived or terminated, or the Restriction Period
shortened, at any time by the Committee on such
basis as it deems appropriate.

(b) Form and Timing of Payment. Payment of earned
Restricted Stock Units shall be made in a single
lump sum following the close of the applicable
Restriction Period. At the discretion of the
Committee, Participants may be entitled to receive
payments equivalent to any dividends declared with

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respect to Stock referenced in grants of Restricted
Stock Units but only following the close of the
applicable Restriction Period and then only if the
underlying Stock shall have been earned. Unless the
Committee shall provide otherwise, any such dividend
equivalents shall be paid, if at all, without
interest or other earnings.

7.5. Performance Units.

(a) Character. Each Performance Unit shall entitle
the recipient to the value of a specified number of
shares of Stock, over the initial value for such
number of shares, if any, established by the
Committee at the time of grant, at the close of a
specified Performance Period to the extent specified
Performance Goals shall have been achieved.

(b) Earning of Performance Units. The Committee
shall set Performance Goals in its discretion which,
depending on the extent to which they are met within
the applicable Performance Period, will determine
the number and value of Performance Units that will
be paid out to the Participant. After the
applicable Performance Period has ended, the holder
of Performance Units shall be entitled to receive
payout on the number and value of Performance Units
earned by the Participant over the Performance
Period, to be determined as a function of the extent
to which the corresponding Performance Goals have
been achieved.

(c) Form and Timing of Payment. Payment of earned
Performance Units shall be made in a single lump sum
following the close of the applicable Performance
Period. At the discretion of the Committee,
Participants may be entitled to receive any
dividends declared with respect to Stock which have
been earned in connection with grants of Performance
Units which have been earned, but not yet
distributed to Participants. The Committee may
permit or, if it so provides at grant require, a
Participant to defer such Participant's receipt of
the payment of cash or the delivery of Stock that
would otherwise be due to such Participant by virtue
of the satisfaction of any requirements or goals
with respect to Performance Units. If any such
deferral election is required or permitted, the
Committee shall establish rules and procedures for
such payment deferrals.

7.6. Stock Grants. Stock Grants shall be awarded
solely in recognition of significant contributions
to the success of the Company or its Affiliates, in
lieu of compensation otherwise already due and in
such other limited circumstances as the Committee
deems appropriate. Stock Grants shall be made
without forfeiture conditions of any kind.

7.7. Qualified Performance-Based Awards.

(a) Purpose. The purpose of this Section 7.7 is to
provide the Committee the ability to qualify Awards
as "performance-based compensation" under Section
162(m) of the Code. If the Committee, in its
discretion, decides to grant an Award as a Qualified
Performance-Based Award, the provisions of this
Section 7.7 will control over any contrary provision
contained in the Plan. In the course of granting
any Award, the Committee may specifically designate
the Award as intended to qualify as a Qualified
Performance-Based Award. However, no Award shall be
considered to have failed to qualify as a Qualified
Performance-Based Award solely because the Award is
not expressly designated as a Qualified Performance-
Based Award, if the Award otherwise satisfies the
provisions of this Section 7.7 and the requirements
of Section 162(m) of the Code and the regulations
thereunder applicable to "performance-based
compensation."

(b) Authority. All grants of Awards intended to
qualify as Qualified Performance-Based Awards and
determination of terms applicable thereto shall be
made by the Committee or, if not all of the members
thereof qualify as "outside directors" within the
meaning of applicable IRS regulations under
Section 162 of the Code, a subcommittee of the
Committee consisting of such of the members of the

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Committee as do so qualify. Any action by such a
subcommittee shall be considered the action of the
Committee for purposes of the Plan.

(b) Applicability. This Section 7.7 will apply only
to those Covered Employees, or to those persons who
the Committee determines are reasonably likely to
become Covered Employees in the period covered by an
Award, selected by the Committee to receive
Qualified Performance-Based Awards. The Committee
may, in its discretion, grant Awards to Covered
Employees that do not satisfy the requirements of
this Section 7.7.

(c) Discretion of Committee with Respect to
Qualified Performance-Based Awards. Options may be
granted as Qualified Performance-Based Awards in
accordance with Section 7.1, except that the
exercise price of any Option intended to qualify as
a Qualified Performance-Based Award shall in no
event be less that the Market Value of the Stock on
the date of grant. With regard to other Awards
intended to qualify as Qualified Performance-Based
Awards, such as Restricted Stock, Restricted Stock
Units, or Performance Units, the Committee will have
full discretion to select the length of any
applicable Restriction Period or Performance Period,
the kind and/or level of the applicable Performance
Goal, and whether the Performance Goal is to apply
to the Company, a Subsidiary or any division or
business unit or to the individual. Any Performance
Goal or Goals applicable to Qualified Performance-
Based Awards shall be objective, shall be
established not later than ninety (90) days after
the beginning of any applicable Performance Period
(or at such other date as may be required or
permitted for "performance-based compensation" under
Section 162(m) of the Code) and shall otherwise meet
the requirements of Section 162(m) of the Code,
including the requirement that the outcome of the
Performance Goal or Goals be substantially uncertain
(as defined in the regulations under Section 162(m)
of the Code) at the time established.

(d) Payment of Qualified Performance-Based Awards.
A Participant will be eligible to receive payment
under a Qualified Performance-Based Award which is
subject to achievement of a Performance Goal or
Goals only if the applicable Performance Goal or
Goals period are achieved within the applicable
Performance Period, as determined by the Committee.
In determining the actual size of an individual
Qualified Performance-Based Award, the Committee may
reduce or eliminate the amount of the Qualified
Performance-Based Award earned for the Performance
Period, if in its sole and absolute discretion, such
reduction or elimination is appropriate.

(e) Maximum Award Payable. The maximum Qualified
Performance-Based Award payment to any one
Participant under the Plan for a Performance Period
is the number of shares of Stock set forth in
Section 4 above, or if the Qualified Performance-
Based Award is paid in cash, that number of shares
multiplied by the Market Value of the Stock as of
the date the Qualified Performance-Based Award is
granted.

(f) Limitation on Adjustments for Certain Events.
No adjustment of any Qualified Performance-Based
Award pursuant to Section 8 shall be made except on
such basis, if any, as will not cause such Award to
provide other than "performance-based compensation"
within the meaning of Section 162(m) of the Code.

7.8. Awards to Participants Outside the United
States. The Committee may modify the terms of any
Award under the Plan granted to a Participant who
is, at the time of grant or during the term of the
Award, resident or primarily employed outside of the
United States in any manner deemed by the Committee
to be necessary or appropriate in order that the
Award shall conform to laws, regulations, and
customs of the country in which the Participant is
then resident or primarily employed, or so that the
value and other benefits of the Award to the
Participant, as affected by foreign tax laws and
other restrictions applicable as a result of the
Participant's residence or employment abroad, shall
be comparable to the value of such an Award to a
Participant who is resident or primarily employed in
the United States. The

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Committee may establish supplements to, or
amendments, restatements, or alternative versions of
the Plan for the purpose of granting and
administrating any such modified Award. No such
modification, supplement, amendment, restatement or
alternative version may increase the share limit of
Section 4.

8. Adjustment Provisions

8.1. Adjustment for Corporate Actions. All of the
share numbers set forth in the Plan reflect the
capital structure of the Company as of January 21,
2005. Subject to Section 8.2, if subsequent to that
date the outstanding shares of Stock (or any other
securities covered by the Plan by reason of the
prior application of this Section) are increased,
decreased, or exchanged for a different number or
kind of shares or other securities, or if additional
shares or new or different shares or other
securities are distributed with respect to shares of
Stock, through merger, consolidation, sale of all or
substantially all the property of the Company,
reorganization, recapitalization, reclassification,
stock dividend, stock split, reverse stock split, or
other similar distribution with respect to such
shares of Stock, an appropriate and proportionate
adjustment will be made in (i) the maximum numbers
and kinds of shares provided in Section 4, (ii) the
numbers and kinds of shares or other securities
subject to the then outstanding Awards, (iii) the
exercise price for each share or other unit of any
other securities subject to then outstanding Options
and Stock Appreciation Rights (without change in the
aggregate purchase price as to which such Options or
Rights remain exercisable), and (iv) the repurchase
price of each share of Restricted Stock then subject
to a Risk of Forfeiture in the form of a Company
repurchase right.

8.2. Treatment in Certain Acquisitions. Subject to
any provisions of then outstanding Awards granting
greater rights to the holders thereof, in the event
of an Acquisition in which outstanding Awards are
not Accelerated in full pursuant to Section 9, any
then outstanding Awards shall nevertheless
Accelerate to the extent not assumed or replaced by
comparable Awards referencing shares of the capital
stock of the successor or acquiring entity or parent
thereof, and thereafter (or after a reasonable
period following the Acquisition, as determined by
the Committee) terminate. As to any one or more
outstanding Awards which are not otherwise
Accelerated in full by reason of such Acquisition,
the Committee may also, either in advance of an
Acquisition or at the time thereof and upon such
terms as it may deem appropriate, provide for the
Acceleration of such outstanding Awards in the event
that the employment of the Participants should
subsequently terminate following the Acquisition.
Each outstanding Award that is assumed in connection
with an Acquisition, or is otherwise to continue in
effect subsequent to the Acquisition, will be
appropriately adjusted, immediately after the
Acquisition, as to the number and class of
securities and other relevant terms in accordance
with Section 8.1.

8.3. Dissolution or Liquidation. Upon dissolution
or liquidation of the Company, other than as part of
an Acquisition or similar transaction, each
outstanding Option and SAR shall terminate, but the
Optionee or SAR holder shall have the right,
immediately prior to the dissolution or liquidation,
to exercise the Option or SAR to the extent
exercisable on the date of dissolution or
liquidation.

8.4. Adjustment of Awards Upon the Occurrence of
Certain Unusual or Nonrecurring Events. In the event
of any corporate action not specifically covered by
the preceding Sections, including but not limited to
an extraordinary cash distribution on Stock, a
corporate separation or other reorganization or
liquidation, the Committee may make such adjustment
of outstanding Awards and their terms, if any, as
it, in its sole discretion, may deem equitable and
appropriate in the circumstances. The Committee may
make adjustments in the terms and conditions of, and
the criteria included in, Awards in recognition of
unusual or nonrecurring events (including, without
limitation, the events described in this Section)
affecting the Company or the financial statements of
the Company or of changes in applicable laws,
regulations, or accounting principles, whenever the
Committee determines that such adjustments are
appropriate in order to prevent dilution or
enlargement of the benefits or potential benefits
intended to be made available under the Plan.

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8.5. Related Matters. Any adjustment in Awards made
pursuant to this Section 8 shall be determined and
made, if at all, by the Committee and shall include
any correlative modification of terms, including of
Option exercise prices, rates of vesting or
exercisability, Risks of Forfeiture, applicable
repurchase prices for Restricted Stock, and
Performance Goals and other financial objectives
which the Committee may deem necessary or
appropriate so as to ensure the rights of the
Participants in their respective Awards are not
substantially diminished nor enlarged as a result of
the adjustment and corporate action other than as
expressly contemplated in this Section 8. No
fraction of a share shall be purchasable or
deliverable upon exercise, but in the event any
adjustment hereunder of the number of shares covered
by an Award shall cause such number to include a
fraction of a share, such number of shares shall be
adjusted to the nearest smaller whole number of
shares. No adjustment of an Option exercise price
per share pursuant to this Section 8 shall result in
an exercise price which is less than the par value
of the Stock.

9. Change of Control

Except as otherwise provided below, upon the
occurrence of a Change in Control:

(a) any and all Options and Stock Appreciation
Rights not already exercisable in full shall
Accelerate with respect to 50% of the shares for
which such Options or Stock Appreciation Rights are
not then exercisable;

(b) any Risk of Forfeiture applicable to Restricted
Stock and Restricted Stock Units which is not based
on achievement of Performance Goals shall lapse with
respect to 50% of the Restricted Stock and
Restricted Stock Units still subject to such Risk of
Forfeiture immediately prior to the Change of
Control; and

(c) All outstanding Awards of Restricted Stock and
Restricted Stock Units conditioned on the
achievement of Performance Goals and the target
payout opportunities attainable under outstanding
Performance Units shall be deemed to have been
satisfied as of the effective date of the Change in
Control as to a pro rata number of shares based on
the assumed achievement of all relevant Performance
Goals and the length of time within the Performance
Period which has elapsed prior to the Change in
Control. All such Awards of Performance Units and
Restricted Stock Units shall be paid to the extent
earned to Participants in accordance with their
terms within thirty (30) days following the
effective date of the Change in Control.

None of the foregoing shall apply, however, (i) in
the case of an Qualified Performance-Based Award
specifically designated as such by the Committee at
the time of grant (except to the extent allowed by
Section 162(m) of the Code), (ii) in the case of any
Award pursuant to an Award Agreement requiring other
or additional terms upon a Change in Control (or
similar event), or (iii) if specifically prohibited
under applicable laws, or by the rules and
regulations of any governing governmental agencies
or national securities exchanges.

10. Settlement of Awards

10.1. In General. Options and Restricted Stock
shall be settled in accordance with their terms.
All other Awards may be settled in cash, Stock, or
other Awards, or a combination thereof, as
determined by the Committee at or after grant and
subject to any contrary Award Agreement. The
Committee may not require settlement of any Award in
Stock pursuant to the immediately preceding sentence
to the extent issuance of such Stock would be
prohibited or unreasonably delayed by reason of any
other provision of the Plan.

-13-

10.2. Violation of Law. Notwithstanding any other
provision of the Plan or the relevant Award
Agreement, if, at any time, in the reasonable
opinion of the Company, the issuance of shares of
Stock covered by an Award may constitute a violation
of law, then the Company may delay such issuance and
the delivery of a certificate for such shares until
(i) approval shall have been obtained from such
governmental agencies, other than the Securities and
Exchange Commission, as may be required under any
applicable law, rule, or regulation and (ii) in the
case where such issuance would constitute a
violation of a law administered by or a regulation
of the Securities and Exchange Commission, one of
the following conditions shall have been satisfied:

(a) the shares are at the time of the issue of such
shares effectively registered under the Securities
Act of 1933; or

(b) the Company shall have determined, on such basis
as it deems appropriate (including an opinion of
counsel in form and substance satisfactory to the
Company) that the sale, transfer, assignment,
pledge, encumbrance or other disposition of such
shares or such beneficial interest, as the case may
be, does not require registration under the
Securities Act of 1933, as amended or any applicable
State securities laws.

The Company shall make all reasonable efforts to
bring about the occurrence of said events.

10.3. Corporate Restrictions on Rights in Stock. Any
Stock to be issued pursuant to Awards granted under
the Plan shall be subject to all restrictions upon
the transfer thereof which may be now or hereafter
imposed by the charter, certificate or articles, and
by-laws, of the Company. Whenever Stock is to be
issued pursuant to an Award, if the Committee so
directs at or after grant, the Company shall be
under no obligation to issue such shares until such
time, if ever, as the recipient of the Award (and
any person who exercises any Option, in whole or in
part), shall have become a party to and bound by the
Stockholders' Agreement, if any. In the event of
any conflict between the provisions of this Plan and
the provisions of the Stockholders' Agreement, the
provisions of the Stockholders' Agreement shall
control except as required to fulfill the intention
that this Plan constitute an incentive stock option
plan within the meaning of Section 422 of the Code,
but insofar as possible the provisions of the Plan
and such Agreement shall be construed so as to give
full force and effect to all such provisions.

10.4. Investment Representations. The Company shall
be under no obligation to issue any shares covered
by any Award unless the shares to be issued pursuant
to Awards granted under the Plan have been
effectively registered under the Securities Act of
1933, as amended, or the Participant shall have made
such written representations to the Company (upon
which the Company believes it may reasonably rely)
as the Company may deem necessary or appropriate for
purposes of confirming that the issuance of such
shares will be exempt from the registration
requirements of that Act and any applicable state
securities laws and otherwise in compliance with all
applicable laws, rules and regulations, including
but not limited to that the Participant is acquiring
the shares for his or her own account for the
purpose of investment and not with a view to, or for
sale in connection with, the distribution of any
such shares.

10.5. Registration. If the Company shall deem it
necessary or desirable to register under the
Securities Act of 1933, as amended or other
applicable statutes any shares of Stock issued or to
be issued pursuant to Awards granted under the Plan,
or to qualify any such shares of Stock for exemption
from the Securities Act of 1933, as amended or other
applicable statutes, then the Company shall take
such action at its own expense. The Company may
require from each recipient of an Award, or each
holder of shares of Stock acquired pursuant to the
Plan, such information in writing for use in any
registration statement, prospectus, preliminary
prospectus or offering circular as is reasonably
necessary for that purpose and may require
reasonable indemnity to the Company and its officers
and directors from that holder against all losses,
claims, damage and liabilities arising from use of
the information so furnished and caused by any
untrue statement of any material fact therein or
caused by the omission to state a material fact
required to be

-14-

stated therein or necessary to make the statements
therein not misleading in the light of the
circumstances under which they were made. In
addition, the Company may require of any such person
that he or she agree that, without the prior written
consent of the Company or the managing underwriter
in any public offering of shares of Stock, he or she
will not sell, make any short sale of, loan, grant
any option for the purchase of, pledge or otherwise
encumber, or otherwise dispose of, any shares of
Stock during the 180 day period commencing on the
effective date of the registration statement
relating to the underwritten public offering of
securities. Without limiting the generality of the
foregoing provisions of this Section 10.5, if in
connection with any underwritten public offering of
securities of the Company the managing underwriter
of such offering requires that the Company's
directors and officers enter into a lock-up
agreement containing provisions that are more
restrictive than the provisions set forth in the
preceding sentence, then (a) each holder of shares
of Stock acquired pursuant to the Plan (regardless
of whether such person has complied or complies with
the provisions of clause (b) below) shall be bound
by, and shall be deemed to have agreed to, the same
lock-up terms as those to which the Company's
directors and officers are required to adhere; and
(b) at the request of the Company or such managing
underwriter, each such person shall execute and
deliver a lock-up agreement in form and substance
equivalent to that which is required to be executed
by the Company's directors and officers.

10.6. Placement of Legends; Stop Orders; etc. Each
share of Stock to be issued pursuant to Awards
granted under the Plan may bear a reference to the
investment representation made in accordance with
Section 10.4 in addition to any other applicable
restriction under the Plan, the terms of the Award
and if applicable under the Stockholders' Agreement
and to the fact that no registration statement has
been filed with the Securities and Exchange
Commission in respect to such shares of Stock. All
certificates for shares of Stock or other securities
delivered under the Plan shall be subject to such
stock transfer orders and other restrictions as the
Committee may deem advisable under the rules,
regulations, and other requirements of any stock
exchange upon which the Stock is then listed, and
any applicable federal or state securities law, and
the Committee may cause a legend or legends to be
put on any such certificates to make appropriate
reference to such restrictions.

10.7. Tax Withholding. Whenever shares of Stock are
issued or to be issued pursuant to Awards granted
under the Plan, the Company shall have the right to
require the recipient to remit to the Company an
amount sufficient to satisfy federal, state, local
or other withholding tax requirements if, when, and
to the extent required by law (whether so required
to secure for the Company an otherwise available tax
deduction or otherwise) prior to the delivery of any
certificate or certificates for such shares. The
obligations of the Company under the Plan shall be
conditional on satisfaction of all such withholding
obligations and the Company shall, to the extent
permitted by law, have the right to deduct any such
taxes from any payment of any kind otherwise due to
the recipient of an Award. However, in such cases
Participants may elect, subject to the approval of
the Committee, acting in its sole discretion, to
satisfy an applicable withholding requirement, in
whole or in part, by having the Company withhold
shares to satisfy their tax obligations.
Participants may only elect to have Shares withheld
having a Market Value on the date the tax is to be
determined equal to the minimum statutory total tax
which could be imposed on the transaction. All
elections shall be irrevocable, made in writing,
signed by the Participant, and shall be subject to
any restrictions or limitations that the Committee
deems appropriate.

11. Reservation of Stock

The Company shall at all times during the term of
the Plan and any outstanding Awards granted
hereunder reserve or otherwise keep available such
number of shares of Stock as will be sufficient to
satisfy the requirements of the Plan (if then in
effect) and the Awards and shall pay all fees and
expenses necessarily incurred by the Company in
connection therewith.

-15-

12. Limitation of Rights in Stock; No Special
Service Rights

A Participant shall not be deemed for any purpose to
be a stockholder of the Company with respect to any
of the shares of Stock subject to an Award, unless
and until a certificate shall have been issued
therefor and delivered to the Participant or his
agent. Any Stock to be issued pursuant to Awards
granted under the Plan shall be subject to all
restrictions upon the transfer thereof which may be
now or hereafter imposed by the Certificate of
Incorporation and the By-laws of the Company.
Nothing contained in the Plan or in any Award
Agreement shall confer upon any recipient of an
Award any right with respect to the continuation of
his or her employment or other association with the
Company (or any Affiliate), or interfere in any way
with the right of the Company (or any Affiliate),
subject to the terms of any separate employment or
consulting agreement or provision of law or
corporate articles or by-laws to the contrary, at
any time to terminate such employment or consulting
agreement or to increase or decrease, or otherwise
adjust, the other terms and conditions of the
recipient's employment or other association with the
Company and its Affiliates.

13. Unfunded Status of Plan

The Plan is intended to constitute an "unfunded"
plan for incentive compensation, and the Plan is not
intended to constitute a plan subject to the
provisions of the Employee Retirement Income
Security Act of 1974, as amended. With respect to
any payments not yet made to a Participant by the
Company, nothing contained herein shall give any
such Participant any rights that are greater than
those of a general creditor of the Company. In its
sole discretion, the Committee may authorize the
creation of trusts or other arrangements to meet the
obligations created under the Plan to deliver Stock
or payments with respect to Options, Stock
Appreciation Rights and other Awards hereunder,
provided, however, that the existence of such trusts
or other arrangements is consistent with the
unfunded status of the Plan.

14. Nonexclusivity of the Plan

Neither the adoption of the Plan by the Board nor
the submission of the Plan to the stockholders of
the Company shall be construed as creating any
limitations on the power of the Board to adopt such
other incentive arrangements as it may deem
desirable, including without limitation, the
granting of stock options and restricted stock other
than under the Plan, and such arrangements may be
either applicable generally or only in specific
cases.

15. Termination and Amendment of the Plan

The Board may at any time terminate the Plan or make
such modifications of the Plan as it shall deem
advisable. Unless the Board otherwise expressly
provides, no amendment of the Plan shall affect the
terms of any Award outstanding on the date of such
amendment. In any case, no termination or amendment
of the Plan may, without the consent of any
recipient of an Award granted hereunder, adversely
affect the rights of the recipient under such Award.

The Committee may amend the terms of any Award
theretofore granted, prospectively or retroactively,
provided that the Award as amended is consistent
with the terms of the Plan, but no such amendment
shall impair the rights of the recipient of such
Award without his or her consent.

-16-

16. Notices and Other Communications

Any notice, demand, request or other communication
hereunder to any party shall be deemed to be
sufficient if contained in a written instrument
delivered in person or duly sent by first class
registered, certified or overnight mail, postage
prepaid, or telecopied with a confirmation copy by
regular, certified or overnight mail, addressed or
telecopied, as the case may be, (i) if to the
recipient of an Award, at his or her residence
address last filed with the Company and (ii) if to
the Company, at its principal place of business,
addressed to the attention of its Treasurer, or to
such other address or telecopier number, as the case
may be, as the addressee may have designated by
notice to the addressor. All such notices,
requests, demands and other communications shall be
deemed to have been received: (i) in the case of
personal delivery, on the date of such delivery;
(ii) in the case of mailing, when received by the
addressee; and (iii) in the case of facsimile
transmission, when confirmed by facsimile machine
report.

17. Governing Law

The Plan and all Award Agreements and actions taken
thereunder shall be governed, interpreted and
enforced in accordance with the laws of the
Delaware, without regard to the conflict of laws
principles thereof.