AMENDED AND RESTATED SIRIUS SATELLITE RADIO
                       2003 LONG-TERM STOCK INCENTIVE PLAN
 
            Section 1. Purpose. The purposes of this Amended and Restated Sirius
Satellite Radio 2003 Long-Term Stock Incentive Plan are to promote the interests
of Sirius Satellite Radio Inc. and its stockholders by (i) attracting and
retaining employees and directors of, and consultants to, the Company and its
Affiliates, as defined below; (ii) motivating such individuals by means of
performance-related incentives to achieve longer-range performance goals; and
(iii) enabling such individuals to participate in the long-term growth and
financial success of the Company.
 
            Section 2. Definitions. As used in the Plan, the following terms
shall have the meanings set forth below:
 
            "Affiliate" shall mean any entity (i) that, directly or indirectly,
is controlled by, controls or is under common control with, the Company or (ii)
in which the Company has a significant equity interest, in either case as
determined by the Committee.
 
            "Award" shall mean any Option, Stock Appreciation Right, Restricted
Stock Award, Restricted Stock Unit Award, Performance Award, Other Stock-Based
Award or Performance Compensation Award made or granted from time to time
hereunder.
 
            "Award Agreement" shall mean any written agreement, contract, or
other instrument or document evidencing any Award, which may, but need not, be
executed or acknowledged by a Participant.
 
            "Board" shall mean the Board of Directors of the Company.
 
            "Change of Control" shall mean the occurrence of any of the
following: (i) the sale, lease, transfer, conveyance or other disposition, in
one or a series of related transactions, of all or substantially all of the
assets of the Company to any "person" or "group" (as such terms are used in
Sections 13(d)(3) and 14(d)(2) of the Exchange Act), (ii) any person or group is
or becomes the "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the
Exchange Act, except that a person shall be deemed to have "beneficial
ownership" of all shares that any such person has the right to acquire, whether
such right is exercisable immediately or only after the passage of time),
directly or indirectly, of more than 50% of the total voting power of the voting
stock of the Company, including by way of merger, consolidation or otherwise or
(iii) during any period of two consecutive years, individuals who at the
beginning of such period constituted the Board (together with any new directors
whose election by such Board or whose nomination for election by the
stockholders of the Company was approved by a vote of a majority of the
directors of the Company, then still in office, who were either directors at the
beginning of such period or whose election or nomination for election was
previously so approved) cease for any reason to constitute a majority of the
Board, then in office.
 
            "Code" shall mean the Internal Revenue Code of 1986, as amended from
time to time.
 
            "Committee" shall mean a committee of the Board designated by the
Board to administer the Plan and composed of not less than two directors, each
of whom is required to be a 'Non-Employee Director' (within the meaning of Rule
16b-3) and an "outside director" (within the meaning of Section 162(m) of the
Code) to the extent Rule 16b-3 and Section 162(m) of the Code, respectively, are
applicable to the Company and the Plan. If at any time such a committee has not
been so designated, the Board shall constitute the Committee.
 
            "Company" shall mean Sirius Satellite Radio Inc., together with any
successor thereto.
 
            "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.
 
            "Fair Market Value" shall mean (i) with respect to any property
other than Shares, the fair market value of such property determined by such
methods or procedures as shall be established from time to time by the Committee
and (ii) with respect to the Shares, as of any date, (1) the mean between the
high
 
 
 
 
 
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and low sales prices of the Shares on the Nasdaq Stock Market for such date (or
if not then trading on the Nasdaq Stock Market, the mean between the high and
low sales price of the Shares on the stock exchange or over-the-counter market
on which the Shares are principally trading on such date), or, if there were no
sales on such date, on the closest preceding date on which there were sales of
Shares or (2) in the event there shall be no public market for the Shares on
such date, the fair market value of the Shares as determined in good faith by
the Committee.
 
            "Incentive Stock Option" shall mean a right to purchase Shares from
the Company that is granted under Section 6 of the Plan and that is intended to
meet the requirements of Section 422 of the Code or any successor provision
thereto.
 
            "Negative Discretion" shall mean the discretion authorized by the
Plan to be applied by the Committee to eliminate or reduce the size of a
Performance Compensation Award; provided that the exercise of such discretion
would not cause the Performance Compensation Award to fail to qualify as
"performance-based compensation" under Section 162(m) of the Code. By way of
example and not by way of limitation, in no event shall any discretionary
authority granted to the Committee by the Plan including, but not limited to,
Negative Discretion, be used to (a) grant or provide payment in respect of
Performance Compensation Awards for a Performance Period if the Performance
Goals for such Performance Period have not been attained or (b) increase a
Performance Compensation Award above the maximum amount payable under Section
4(a) or 11(d)(vi) of the Plan. Notwithstanding anything herein to the contrary,
in no event shall Negative Discretion be exercised by the Committee with respect
to any Option or Stock Appreciation Right (other than an Option or Stock
Appreciation Right that is intended to be a Performance Compensation Award under
Section 11 of the Plan).
 
            "Non-Qualified Stock Option" shall mean a right to purchase Shares
from the Company that is granted under Section 6 of the Plan and that is not
intended to be an Incentive Stock Option.
 
            "Option" shall mean an Incentive Stock Option or a Non-Qualified
Stock Option.
 
            "Other Stock-Based Award" shall mean any right granted under Section
10 of the Plan.
 
            "Participant" shall mean any employee of, or consultant to, the
Company or its Affiliates, or non-employee director who is a member of the Board
or the board of directors of an Affiliate, eligible for an Award under Section 5
and selected by the Committee to receive an Award under the Plan.
 
            "Performance Award" shall mean any right granted under Section 9 of
the Plan.
 
            "Performance Compensation Award" shall mean any Award designated by
the Committee as a Performance Compensation Award pursuant to Section 11 of the
Plan.
 
            "Performance Criteria" shall mean the criterion or criteria that the
Committee shall select for purposes of establishing the Performance Goal(s) for
a Performance Period with respect to any Performance Compensation Award under
the Plan. The Performance Criteria that will be used to establish the
Performance Goal(s) shall be based on the attainment of specific levels of
performance of the Company (or an Affiliate, division or operational unit of the
Company) and shall be limited to the following: return on net assets, return on
shareholders' equity, return on assets, return on capital, shareholder returns,
profit margin, earnings per Share, net earnings, operating earnings, earnings
before interest, taxes, depreciation and amortization, number of subscribers,
growth of subscribers, operating expenses, capital expenses, subscriber
acquisition costs, Share price or sales or market share. To the extent required
under Section 162(m) of the Code, the Committee shall, within the first 90 days
of a Performance Period (or, if longer, within the maximum period allowed under
Section 162(m) of the Code), define in an objective fashion the manner of
calculating the Performance Criteria it selects to use for such Performance
Period.
 
            "Performance Formula" shall mean, for a Performance Period, the one
or more objective formulas applied against the relevant Performance Goal to
determine, with regard to the Performance Compensation Award of a particular
Participant, whether all, some portion but less than all, or none of the
Performance Compensation Award has been earned for the Performance Period.
 
 
 
 
 
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            "Performance Goals" shall mean, for a Performance Period, the one or
more goals established by the Committee for the Performance Period based upon
the Performance Criteria. The Committee is authorized at any time during the
first 90 days of a Performance Period, or at any time thereafter (but only to
the extent the exercise of such authority after the first 90 days of a
Performance Period would not cause the Performance Compensation Awards granted
to any Participant for the Performance Period to fail to qualify as
'performance-based compensation' under Section 162(m) of the Code), in its sole
and absolute discretion, to adjust or modify the calculation of a Performance
Goal for such Performance Period to the extent permitted under Section 162(m) of
the Code in order to prevent the dilution or enlargement of the rights of
Participants, (a) in the event of, or in anticipation of, any unusual or
extraordinary corporate item, transaction, event or development affecting the
Company; or (b) in recognition of, or in anticipation of, any other unusual or
nonrecurring events affecting the Company, or the financial statements of the
Company, or in response to, or in anticipation of, changes in applicable laws,
regulations, accounting principles, or business conditions.
 
            "Performance Period" shall mean the one or more periods of time of
at least one year in duration, as the Committee may select, over which the
attainment of one or more Performance Goals will be measured for the purpose of
determining a Participant's right to and the payment of a Performance
Compensation Award.
 
            "Person" shall mean any individual, corporation, partnership,
association, limited liability company, joint-stock company, trust,
unincorporated organization, government or political subdivision thereof or
other entity.
 
            "Plan" shall mean this Amended and Restated Sirius Satellite Radio
2003 Long-Term Stock Incentive Plan.
 
            "Restricted Stock" shall mean any Share granted under Section 8 of
the Plan.
 
            "Restricted Stock Unit" shall mean any unit granted under Section 8
of the Plan.
 
            "Rule 16b-3" shall mean Rule 16b-3 as promulgated and interpreted by
the SEC under the Exchange Act, or any successor rule or regulation thereto as
in effect from time to time.
 
            "SEC" shall mean the Securities and Exchange Commission or any
successor thereto and shall include the Staff thereof.
 
            "Shares" shall mean the common stock of the Company, $.001 par
value, or such other securities of the Company (i) into which such common stock
shall be changed by reason of a recapitalization, merger, consolidation,
split-up, combination, exchange of shares or other similar transaction or (ii)
as may be determined by the Committee pursuant to Section 4(b) of the Plan.
 
            "Stock Appreciation Right" shall mean any right granted under
Section 7 of the Plan.
 
            "Substitute Awards" shall have the meaning specified in Section 4(c)
of the Plan.
 
            Section 3. Administration. (a) The Plan shall be administered by the
Committee. Subject to the terms of the Plan and applicable law, and in addition
to other express powers and authorizations conferred on the Committee by the
Plan, the Committee shall have full power and authority to: (i) designate
Participants; (ii) determine the type or types of Awards to be granted to a
Participant and designate those Awards which shall constitute Performance
Compensation Awards; (iii) determine the number of Shares to be covered by, or
with respect to which payments, rights, or other matters are to be calculated in
connection with, Awards; (iv) determine the terms and conditions of any Award;
(v) determine whether, to what extent, and under what circumstances Awards may
be settled or exercised in cash, Shares, other securities, other Awards or other
property, or canceled, forfeited, or suspended and the method or methods by
which Awards may be settled, exercised, canceled, forfeited, or suspended; (vi)
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 (subject to Section 162(m) of the Code with respect to
Performance Compensation Awards) shall be deferred either automatically or at
the election of the holder thereof or of the Committee; (vii) interpret,
administer or reconcile any inconsistency, correct any defect, resolve
ambiguities and/or supply any omission in the Plan and any instrument or
agreement relating to, or Award made under, the Plan;
 
 
 
 
 
 
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(viii) establish, amend, suspend, or waive such rules and regulations and
appoint such agents as it shall deem appropriate for the proper administration
of the Plan; (ix) establish and administer Performance Goals and certify
whether, and to what extent, they have been attained; and (x) make any other
determination and take any other action that the Committee deems necessary or
desirable for the administration of the Plan.
 
            (b) Unless otherwise expressly provided in the Plan, all
designations, determinations, interpretations, and other decisions under or with
respect to the Plan or any Award shall be within the sole discretion of the
Committee, may be made at any time and shall be final, conclusive, and binding
upon all Persons, including the Company, any Affiliate, any Participant, any
holder or beneficiary of any Award, and any stockholder.
 
            (c) The mere fact that a Committee member shall fail to qualify as a
"Non-Employee Director" or "outside director" within the meaning of Rule 16b-3
and Section 162(m) of the Code, respectively, shall not invalidate any Award
made by the Committee which Award is otherwise validly made under the Plan.
 
            (d) No member of the Committee shall be liable to any Person for any
action or determination made in good faith with respect to the Plan or any Award
hereunder.
 
            (e) With respect to any Performance Compensation Award granted to a
Covered Employee (within the meaning of Section 162(m) of the Code) under the
Plan, the Plan shall be interpreted and construed in accordance with Section
162(m) of the Code.
 
            (f) Notwithstanding the foregoing, the Committee may delegate to one
or more officers of the Company the authority to grant awards to Participants
who are not officers or directors of the Company subject to Section 16 of the
Exchange Act or Covered Employees (within the meaning of Section 162(m) of the
Code).
 
            Section 4. Shares Available for Awards.
 
            (a) Shares Available. Subject to adjustment as provided in Section
4(b), the aggregate number of Shares with respect to which Awards may be granted
from time to time under the Plan shall in the aggregate not exceed, at any time,
15% of the sum of (i) the issued and outstanding Shares, (ii) any Shares which
are issuable as a result of any conversion, exchange or exercise of any
preferred stock, warrant or other security of the Company which is outstanding
on the date of determination; and (iii) the Shares which have been issued or are
issuable to employees, consultants and directors of the Company pursuant to the
Plan, the Company's 1999 Long-Term Stock Incentive Plan, the Company's Amended
and Restated 1994 Stock Option Plan and the Company's Amended and Restated 1994
Directors' Nonqualified Stock Option Plan; provided, however, that the aggregate
number of Shares with respect to which Incentive Stock Options may be granted
under the Plan shall be 40,000,000. The maximum number of Shares with respect to
which Options and Stock Appreciation Rights may be granted to any Participant in
any fiscal year shall be 40,000,000 and the maximum number of Shares which may
be paid to a Participant in the Plan in connection with the settlement of any
Award(s) designated as "Performance Compensation Awards" in respect of a single
Performance Period shall be 40,000,000 or, in the event such Performance
Compensation Award is paid in cash, the equivalent cash value thereof. If, after
the effective date of the Plan, any Shares covered by an Award granted under the
Plan, or to which such an Award relates, are forfeited, or if an Award has
expired, terminated or been canceled for any reason whatsoever (other than by
reason of exercise or vesting), then the Shares covered by such Award shall
again be, or shall become, Shares with respect to which Awards may be granted
hereunder.
 
            (b) Adjustments. Notwithstanding any provisions of the Plan to the
contrary, in the event that the Committee determines in its sole discretion that
any dividend or other distribution (whether in the form of cash, Shares, other
securities, or other property), recapitalization, stock split, reverse stock
split, reorganization, merger, consolidation, split-up, spin-off, combination,
repurchase, or exchange of Shares or other securities of the Company, issuance
of warrants or other rights to purchase Shares or other securities of the
Company, or other corporate transaction or event affects the Shares such that an
adjustment is appropriate in order to prevent dilution or enlargement of the
benefits or potential benefits intended to be made available under the Plan,
then the Committee shall, equitably adjust any or all of (i) the number of
Shares or other securities of the Company (or number and kind of other
securities or property) with respect to which Awards may be granted, (ii) the
number of Shares or other securities of the Company (or number and kind of other
securities or property) subject to outstanding Awards, and (iii) the grant or
exercise price with respect to any Award or, if deemed appropriate, make
provision for a cash
 
 
 
 
 
 
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payment to the holder of an outstanding Award in consideration for the
cancellation of such Award, which, in the case of Options and Stock Appreciation
Rights shall equal the excess, if any, of the Fair Market Value of the Shares
subject to such Options or Stock Appreciation Rights over the aggregate exercise
price or grant price of such Options or Stock Appreciation Rights.
 
            (c) Substitute Awards. Awards may, in the discretion of the
Committee, be made under the Plan in assumption of, or in substitution for,
outstanding awards previously granted by the Company or its Affiliates or a
company acquired by the Company or with which the Company combines ("Substitute
Awards"). The number of Shares underlying any Substitute Awards shall be counted
against the aggregate number of Shares available for Awards under the Plan.
 
            (d) Sources of Shares Deliverable Under Awards. Any Shares delivered
pursuant to an Award may consist, in whole or in part, of authorized and
unissued Shares or of treasury Shares.
 
            Section 5. Eligibility. Any employee of, or consultant to, the
Company or any of its Affiliates (including any prospective employee), or
non-employee director who is a member of the Board or the board of directors of
an Affiliate, shall be eligible to be selected as a Participant.
 
            Section 6. Stock Options.
 
            (a) Grant. Subject to the terms of the Plan, the Committee shall
have sole and complete authority to determine the Participants to whom Options
shall be granted, the number of Shares to be covered by each Option, the
exercise price therefor and the conditions and limitations applicable to the
exercise of the Option. The Committee shall have the authority to grant
Incentive Stock Options, or to grant Non-Qualified Stock Options, or to grant
both types of Options. In the case of Incentive Stock Options, the terms and
conditions of such grants shall be subject to and comply with such rules as may
be prescribed by Section 422 of the Code, as from time to time amended, and any
regulations implementing such statute. All Options when granted under the Plan
are intended to be Non-Qualified Stock Options, unless the applicable Award
Agreement expressly states that the Option is intended to be an Incentive Stock
Option. If an Option is intended to be an Incentive Stock Option, and if for any
reason such Option (or any portion thereof) shall not qualify as an Incentive
Stock Option, then, to the extent of such nonqualification, such Option (or
portion thereof) shall be regarded as a Non-Qualified Stock Option appropriately
granted under the Plan; provided that such Option (or portion thereof) otherwise
complies with the Plan's requirements relating to Non-Qualified Stock Options.
 
            (b) Exercise Price. The Committee shall establish the exercise price
at the time each Option is granted, which exercise price shall be set forth in
the applicable Award Agreement.
 
            (c) Exercise. Each Option shall be exercisable at such times and
subject to such terms and conditions as the Committee may, in its sole
discretion, specify in the applicable Award Agreement. The Committee may impose
such conditions with respect to the exercise of Options, including without
limitation, any relating to the application of federal or state securities laws,
as it may deem necessary or advisable. Options with an exercise price equal to
or greater than the Fair Market Value per Share as of the date of grant are
intended to qualify as "performance-based compensation" under Section 162(m) of
the Code. In the sole discretion of the Committee, Options may be granted with
an exercise price that is less than the Fair Market Value per Share and such
Options may, but need not, be intended to qualify as performance-based
compensation in accordance with Section 11 hereof.
 
            (d) Payment. (i) No Shares shall be delivered pursuant to any
exercise of an Option until payment in full of the aggregate exercise price
therefor is received by the Company. Such payment may be made in cash, or its
equivalent, or (x) by exchanging Shares owned by the optionee (which are not the
subject of any pledge or other security interest and which have been owned by
such optionee for at least six months) or (y) subject to such rules as may be
established by the Committee, through delivery of irrevocable instructions to a
broker to sell the Shares otherwise deliverable upon the exercise of the Option
and to deliver promptly to the Company an amount equal to the aggregate exercise
price or by a combination of the foregoing, provided that the combined value of
all cash and cash equivalents and the Fair Market Value of any such Shares so
tendered to the Company as of the date of such tender is at least equal to such
aggregate exercise price.
 
 
 
 
 
 
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            (ii) Wherever in this Plan or any Award Agreement a Participant is
permitted to pay the exercise price of an Option or taxes relating to the
exercise of an Option by delivering Shares, the Participant may, subject to
procedures satisfactory to the Committee, satisfy such delivery requirement by
presenting proof of beneficial ownership of such Shares, in which case the
Company shall treat the Option as exercised without further payment and shall
withhold such number of Shares from the Shares acquired by the exercise of the
Option.
 
            Section 7. Stock Appreciation Rights.
 
            (a) Grant. Subject to the provisions of the Plan, the Committee
shall have sole and complete authority to determine the Participants to whom
Stock Appreciation Rights shall be granted, the number of Shares to be covered
by each Stock Appreciation Right Award, the grant price thereof and the
conditions and limitations applicable to the exercise thereof. Stock
Appreciation Rights with a grant price equal to or greater than the Fair Market
Value per Share as of the date of grant are intended to qualify as
"performance-based compensation" under Section 162(m) of the Code. In the sole
discretion of the Committee, Stock Appreciation Rights may be granted with an
exercise price that is less than the Fair Market Value per Share and such Stock
Appreciation Rights may, but need not, be intended to qualify as
performance-based compensation in accordance with Section 11 hereof. Stock
Appreciation Rights may be granted in tandem with another Award, in addition to
another Award, or freestanding and unrelated to another Award. Stock
Appreciation Rights granted in tandem with or in addition to an Award may be
granted either before, at the same time as the Award or at a later time.
 
            (b) Exercise and Payment. A Stock Appreciation Right shall entitle
the Participant to receive an amount equal to the excess of the Fair Market
Value of a Share on the date of exercise of the Stock Appreciation Right over
the grant price thereof. The Committee shall determine in its sole discretion
whether a Stock Appreciation Right shall be settled in cash, Shares or a
combination of cash and Shares.
 
            (c) Other Terms and Conditions. Subject to the terms of the Plan and
any applicable Award Agreement, the Committee shall determine, at the grant of a
Stock Appreciation Right, the term, methods of exercise, methods and form of
settlement, and any other terms and conditions of any Stock Appreciation Right.
The Committee may impose such conditions or restrictions on the exercise of any
Stock Appreciation Right as it shall deem appropriate.
 
            Section 8. Restricted Stock and Restricted Stock Units.
 
            (a) Grant. Subject to the provisions of the Plan, the Committee
shall have sole and complete authority to determine the Participants to whom
Shares of Restricted Stock and Restricted Stock Units shall be granted, the
number of Shares of Restricted Stock and/or the number of Restricted Stock Units
to be granted to each Participant, the duration of the period during which, and
the conditions, if any, under which, the Restricted Stock and Restricted Stock
Units may be forfeited to the Company, and the other terms and conditions of
such Awards.
 
            (b) Transfer Restrictions. Shares of Restricted Stock and Restricted
Stock Units may not be sold, assigned, transferred, pledged or otherwise
encumbered, except, in the case of Restricted Stock, as provided in the Plan or
the applicable Award Agreements. Certificates issued in respect of Shares of
Restricted Stock shall be registered in the name of the Participant and
deposited by such Participant, together with a stock power endorsed in blank,
with the Company. Upon the lapse of the restrictions applicable to such Shares
of Restricted Stock, the Company shall deliver such certificates to the
Participant or the Participant's legal representative.
 
            (c) Payment. Each Restricted Stock Unit shall have a value equal to
the Fair Market Value of a Share. Restricted Stock Units shall be paid in cash,
Shares, other securities or other property, as determined in the sole discretion
of the Committee, upon the lapse of the restrictions applicable thereto, or
otherwise in accordance with the applicable Award Agreement. Dividends paid on
any Shares of Restricted Stock may be paid directly to the Participant, withheld
by the Company subject to vesting of the Restricted Shares pursuant to the terms
of the applicable Award Agreement, or may be reinvested in additional Shares of
Restricted Stock or in additional Restricted Stock Units, as determined by the
Committee in its sole discretion.
 
            Section 9. Performance Awards.
 
 
 
 
 
 
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            (a) Grant. The Committee shall have sole and complete authority to
determine the Participants who shall receive a "Performance Award", which shall
consist of a right which is (i) denominated in cash or Shares, (ii) valued, as
determined by the Committee, in accordance with the achievement of such
performance goals during such performance periods as the Committee shall
establish, and (iii) payable at such time and in such form as the Committee
shall determine.
 
            (b) Terms and Conditions. Subject to the terms of the Plan and any
applicable Award Agreement, the Committee shall determine the Performance Goals
to be achieved during any Performance Period, the length of any Performance
Period, the amount of any Performance Award and the amount and kind of any
payment or transfer to be made pursuant to any Performance Award.
 
            (c) Payment of Performance Awards. Performance Awards may be paid in
a lump sum or in installments following the close of the Performance Period or,
in accordance with procedures established by the Committee, on a deferred basis.
 
            SECTION 10. Other Stock-Based Awards.
 
            (a) General. The Committee shall have authority to grant to
Participants an "Other Stock-Based Award", which shall consist of any right
which is (i) not an Award described in Sections 6 through 9 above and (ii) an
Award of Shares or an Award denominated or payable in, valued in whole or in
part by reference to, or otherwise based on or related to, Shares (including,
without limitation, securities convertible into Shares), as deemed by the
Committee to be consistent with the purposes of the Plan; provided that any such
rights must comply, to the extent deemed desirable by the Committee, with Rule
16b-3 and applicable law. Subject to the terms of the Plan and any applicable
Award Agreement, the Committee shall determine the terms and conditions of any
such Other Stock-Based Award, including the price, if any, at which securities
may be purchased pursuant to any Other Stock-Based Award granted under this
Plan.
 
            (b) Dividend Equivalents. In the sole and complete discretion of the
Committee, an Award, whether made as an Other Stock-Based Award under this
Section 10 or as an Award granted pursuant to Sections 6 through 9 hereof, may
provide the Participant with dividends or dividend equivalents, payable in cash,
Shares, other securities or other property on a current or deferred basis.
 
            Section 11. Performance Compensation Awards.
 
            (a) General. The Committee shall have the authority, at the time of
grant of any Award described in Sections 6 through 10 (other than Options and
Stock Appreciation Rights granted with an exercise price or grant price, as the
case may be, equal to or greater than the Fair Market Value per Share on the
date of grant), to designate such Award as a Performance Compensation Award in
order to qualify such Award as "performance-based compensation" under Section
162(m) of the Code.
 
            (b) Eligibility. The Committee will, in its sole discretion,
designate within the first 90 days of a Performance Period (or, if longer,
within the maximum period allowed under Section 162(m) of the Code) which
Participants will be eligible to receive Performance Compensation Awards in
respect of such Performance Period. Designation of a Participant eligible to
receive an Award hereunder for a Performance Period shall not in any manner
entitle the Participant to receive payment in respect of any Performance
Compensation Award for such Performance Period. The determination as to whether
or not such Participant becomes entitled to payment in respect of any
Performance Compensation Award shall be decided solely in accordance with the
provisions of this Section 11. Moreover, designation of a Participant eligible
to receive an Award hereunder for a particular Performance Period shall not
require designation of such Participant eligible to receive an Award hereunder
in any subsequent Performance Period and designation of one person as a
Participant eligible to receive an Award hereunder shall not require designation
of any other person as a Participant eligible to receive an Award hereunder in
such period or in any other period.
 
            (c) Discretion of Committee with Respect to Performance Compensation
Awards. With regard to a particular Performance Period, the Committee shall have
full discretion to select the length of such Performance Period, the type(s) of
Performance Compensation Awards to be issued, the Performance Criteria that will
be used to
 
 
 
 
 
 
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establish the Performance Goal(s), the kind(s) and/or level(s) of the
Performance Goals(s) is/are to apply to the Company and the Performance Formula.
Within the first 90 days of a Performance Period (or, if longer, within the
maximum period allowed under Section 162(m) of the Code), the Committee shall,
with regard to the Performance Compensation Awards to be issued for such
Performance Period, exercise its discretion with respect to each of the matters
enumerated in the immediately preceding sentence of this Section 11(c) and
record the same in writing.
 
            (d) Payment of Performance Compensation Awards. (i) Condition to
Receipt of Payment. Unless otherwise provided in the applicable Award Agreement,
a Participant must be employed by the Company on the last day of a Performance
Period to be eligible for payment in respect of a Performance Compensation Award
for such Performance Period.
 
            (ii) Limitation. A Participant shall be eligible to receive payment
in respect of a Performance Compensation Award only to the extent that: (1) the
Performance Goals for such period are achieved; and (2) the Performance Formula
as applied against such Performance Goals determines that all or some portion of
such Participant's Performance Award has been earned for the Performance Period.
 
            (iii) Certification. Following the completion of a Performance
Period, the Committee shall meet to review and certify in writing whether, and
to what extent, the Performance Goals for the Performance Period have been
achieved and, if so, to calculate and certify in writing that amount of the
Performance Compensation Awards earned for the period based upon the Performance
Formula. The Committee shall then determine the actual size of each
Participant's Performance Compensation Award for the Performance Period and, in
so doing, may apply Negative Discretion, if and when it deems appropriate.
 
            (iv) Negative Discretion. In determining the actual size of an
individual Performance Award for a Performance Period, the Committee may reduce
or eliminate the amount of the Performance Compensation Award earned under the
Performance Formula in the Performance Period through the use of Negative
Discretion if, in its sole judgement, such reduction or elimination is
appropriate.
 
            (v) Timing of Award Payments. The Awards granted for a Performance
Period shall be paid to Participants as soon as administratively possible
following completion of the certifications required by this Section 11.
 
            (vi) Maximum Award Payable. Notwithstanding any provision contained
in the Plan to the contrary, the maximum Performance Compensation Award payable
to any one Participant under the Plan for a Performance Period is 40,000,000
Shares or, in the event the Performance Compensation Award is paid in cash, the
equivalent cash value thereof on the last day of the Performance Period to which
such Award relates. Furthermore, any Performance Compensation Award that has
been deferred shall not (between the date as of which the Award is deferred and
the payment date) increase (i) with respect to Performance Compensation Award
that is payable in cash, by a measuring factor for each fiscal year greater than
a reasonable rate of interest set by the Committee or (ii) with respect to a
Performance Compensation Award that is payable in Shares, by an amount greater
than the appreciation of a Share from the date such Award is deferred to the
payment date.
 
            Section 12. Amendment and Termination.
 
            (a) Amendments to the Plan. The Board may amend, alter, suspend,
discontinue, or terminate the Plan or any portion thereof at any time; provided
that no such amendment, alteration, suspension, discontinuation or termination
shall be made without stockholder approval if such approval is necessary to
comply with any tax or regulatory requirement applicable to the Plan; and
provided, further, that any such amendment, alteration, suspension,
discontinuance or termination that would impair the rights of any Participant or
any holder or beneficiary of any Award previously granted shall not be effective
without the consent of the affected Participant, holder or beneficiary.
 
            (b) Amendments to Awards. The Committee may waive any conditions or
rights under, amend any terms of, or alter, suspend, discontinue, cancel or
terminate, any Award theretofore granted; provided that any such waiver,
amendment, alteration, suspension, discontinuance, cancellation or termination
that would impair the rights
 
 
 
 
 
 
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of any Participant or any holder or beneficiary of any Award previously granted
shall not be effective without the consent of the affected Participant, holder
or beneficiary.
 
            (c) Adjustment of Awards Upon the Occurrence of Certain Unusual or
Nonrecurring Events. The Committee is hereby authorized to make equitable
adjustments in the terms and conditions of, and the criteria included in, all
outstanding Awards in recognition of unusual or nonrecurring events (including,
without limitation, the events described in Section 4(b) hereof) affecting the
Company, any Affiliate, or the financial statements of the Company or any
Affiliate, 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; provided that
no such adjustment shall be authorized to the extent that such authority or
adjustment would cause an Award designated by the Committee as a Performance
Compensation Award under Section 11 of the Plan to fail to qualify as
"performance-based compensation" under Section 162(m) of the Code.
 
            Section 13. Change of Control. In the event of a Change of Control,
any outstanding Awards then held by Participants which are unexercisable or
otherwise unvested shall automatically be deemed exercisable or otherwise
vested, as the case may be, effective as of immediately prior to such Change of
Control, unless the terms of the Award Agreement expressly provides to the
contrary.
 
            Section 14. General Provisions.
 
            (a) Nontransferability.
 
            (i) Each Award, and each right under any Award, shall be exercisable
only by the Participant during the Participant's lifetime, or, if permissible
under applicable law, by the Participant's legal guardian or representative.
 
            (ii) No Award may be sold, assigned, alienated, pledged, attached or
otherwise transferred or encumbered by a Participant otherwise than by will or
by the laws of descent and distribution, and any such purported sale,
assignment, alienation, pledge, attachment, transfer or encumbrance shall be
void and unenforceable against the Company or any Affiliate; provided that the
designation of a beneficiary shall not constitute a sale, assignment,
alienation, pledge, attachment, transfer or encumbrance.
 
            (iii) Notwithstanding the foregoing, the Committee may in the
applicable Award Agreement evidencing an Option granted under the Plan or at any
time thereafter in an amendment to an Award Agreement provide that Options
granted hereunder which are not intended to qualify as Incentive Options may be
transferred by the Participant to whom such Option was granted (the "Grantee")
without consideration, subject to such rules as the Committee may adopt to
preserve the purposes of the Plan, to: (1) the Grantee's spouse, children or
grandchildren (including adopted and stepchildren and grandchildren)
(collectively, the 'Immediate Family'); (2) a trust solely for the benefit of
the Grantee and his or her Immediate Family; or (3) a partnership, corporation
or limited liability company whose only partners, members or shareholders are
the Grantee and his or her Immediate Family; (each transferee described in
clauses (1), (2) and (3) above is hereinafter referred to as a "Permitted
Transferee"); provided that the Grantee gives the Committee advance written
notice describing the terms and conditions of the proposed transfer and the
Committee notifies the Grantee in writing that such a transfer would comply with
the requirements of the Plan and any applicable Award Agreement evidencing the
Option.
 
            The terms of any Option transferred in accordance with the
immediately preceding sentence shall apply to the Permitted Transferee and any
reference in the Plan or in an Award Agreement to an optionee, Grantee or
Participant shall be deemed to refer to the Permitted Transferee, except that
(a) Permitted Transferees shall not be entitled to transfer any Options, other
than by will or the laws of descent and distribution; (b) Permitted Transferees
shall not be entitled to exercise any transferred Options unless there shall be
in effect a registration statement on an appropriate form covering the Shares to
be acquired pursuant to the exercise of such Option if the Committee determines
that such a registration statement is necessary or appropriate, (c) the
Committee or the Company shall not be required to provide any notice to a
Permitted Transferee, whether or not such notice is or would otherwise have been
required to be given to the Grantee under the Plan or otherwise and (d) the
consequences of termination of the Grantee's employment by, or services to, the
Company under the terms of the Plan and the applicable Award
 
 
 
 
 
 
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Agreement shall continue to be applied with respect to the Grantee, following
which the Options shall be exercisable by the Permitted Transferee only to the
extent, and for the periods, specified in the Plan and the applicable Award
Agreement.
 
            (b) No Rights to Awards. No Participant or other Person shall have
any claim to be granted any Award, and there is no obligation for uniformity of
treatment of Participants, or holders or beneficiaries of Awards. The terms and
conditions of Awards and the Committee's determinations and interpretations with
respect thereto need not be the same with respect to each Participant (whether
or not such Participants are similarly situated).
 
            (c) Share Certificates. All certificates for Shares or other
securities of the Company or any Affiliate delivered under the Plan pursuant to
any Award or the exercise thereof shall be subject to such stop transfer orders
and other restrictions as the Committee may deem advisable under the Plan or the
rules, regulations, and other requirements of the SEC, any stock exchange upon
which such Shares or other securities are then listed, and any applicable
Federal or state laws, and the Committee may cause a legend or legends to be put
on any such certificates to make appropriate reference to such restrictions.
 
            (d) Withholding. (i) A Participant may be required to pay to the
Company or any Affiliate and the Company or any Affiliate shall have the right
and is hereby authorized to withhold from any Award, from any payment due or
transfer made under any Award or under the Plan or from any compensation or
other amount owing to a Participant the amount (in cash, Shares, other
securities, other Awards or other property) of any applicable withholding taxes
in respect of an Award, its exercise, or any payment or transfer under an Award
or under the Plan and to take such other action as may be necessary in the
opinion of the Company to satisfy all obligations for the payment of such taxes.
The Committee may provide for additional cash payments to holders of Awards to
defray or offset any tax arising from the grant, vesting, exercise or payments
of any Award.
 
            (ii) Without limiting the generality of clause (i) above, a
Participant may satisfy, in whole or in part, the foregoing withholding
liability by delivery of Shares owned by the Participant (which are not subject
to any pledge or other security interest and which have been owned by the
Participant for at least six months) with a Fair Market Value equal to such
withholding liability or by having the Company withhold from the number of
Shares otherwise issuable pursuant to the exercise of the option a number of
Shares with a Fair Market Value equal to such withholding liability.
 
            (iii) Notwithstanding any provision of this Plan to the contrary, in
connection with the transfer of an Option to a Permitted Transferee pursuant to
Section 14(a), the Grantee shall remain liable for any withholding taxes
required to be withheld upon the exercise of such Option by the Permitted
Transferee.
 
            (e) Award Agreements. Each Award hereunder shall be evidenced by an
Award Agreement which shall be delivered to the Participant and shall specify
the terms and conditions of the Award and any rules applicable thereto,
including but not limited to the effect on such Award of the death, disability
or termination of employment or service of a Participant and the effect, if any,
of such other events as may be determined by the Committee.
 
            (f) No Limit on Other Compensation Arrangements. Nothing contained
in the Plan shall prevent the Company or any Affiliate from adopting or
continuing in effect other compensation arrangements, which may, but need not,
provide for the grant of options, restricted stock, Shares and other types of
Awards provided for hereunder (subject to stockholder approval if such approval
is required), and such arrangements may be either generally applicable or
applicable only in specific cases.
 
            (g) No Right to Employment. The grant of an Award shall not be
construed as giving a Participant the right to be retained in the employ of, or
in any consulting relationship to, or as a director on the Board or board of
directors, as applicable, of, the Company or any Affiliate. Further, the Company
or an Affiliate may at any time dismiss a Participant from employment or
discontinue any consulting relationship, free from any liability or any claim
under the Plan, unless otherwise expressly provided in the Plan, any Award
Agreement or any applicable employment contract or agreement.
 
            (h) No Rights as Stockholder. Subject to the provisions of the
applicable Award, no Participant or holder or beneficiary of any Award shall
have any rights as a stockholder with respect to any Shares to be distributed
under
 
 
 
 
 
 
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the Plan until he or she has become the holder of such Shares. Notwithstanding
the foregoing, in connection with each grant of Restricted Stock hereunder, the
applicable Award shall specify if and to what extent the Participant shall not
be entitled to the rights of a stockholder in respect of such Restricted Stock.
 
            (i) Governing Law. The validity, construction, and effect of the
Plan and any rules and regulations relating to the Plan and any Award Agreement
shall be determined in accordance with the laws of the State of New York,
applied without giving effect to its conflict of laws principles.
 
            (j) Severability. If any provision of the Plan or any Award is or
becomes or is deemed to be invalid, illegal, or unenforceable in any
jurisdiction or as to any Person or Award, or would disqualify the Plan or any
Award under any law deemed applicable by the Committee, such provision shall be
construed or deemed amended to conform the applicable laws, or if it cannot be
construed or deemed amended without, in the determination of the Committee,
materially altering the intent of the Plan or the Award, such provision shall be
stricken as to such jurisdiction, Person or Award and the remainder of the Plan
and any such Award shall remain in full force and effect.
 
            (k) Other Laws. The Committee may refuse to issue or transfer any
Shares or other consideration under an Award if, acting in its sole discretion,
it determines that the issuance or transfer of such Shares or such other
consideration might violate any applicable law or regulation or entitle the
Company to recover the same under Section 16(b) of the Exchange Act, and any
payment tendered to the Company by a Participant, other holder or beneficiary in
connection with the exercise of such Award shall be promptly refunded to the
relevant Participant, holder or beneficiary. Without limiting the generality of
the foregoing, no Award granted hereunder shall be construed as an offer to sell
securities of the Company, and no such offer shall be outstanding, unless and
until the Committee in its sole discretion has determined that any such offer,
if made, would be in compliance with all applicable requirements of the U.S.
federal securities laws.
 
            (l) No Trust or Fund Created. Neither the Plan nor any Award shall
create or be construed to create a trust or separate fund of any kind or a
fiduciary relationship between the Company or any Affiliate and a Participant or
any other Person. To the extent that any Person acquires a right to receive
payments from the Company or any Affiliate pursuant to an Award, such right
shall be no greater than the right of any unsecured general creditor of the
Company or any Affiliate.
 
            (m) No Fractional Shares. No fractional Shares shall be issued or
delivered pursuant to the Plan or any Award, and the Committee shall determine
whether cash, other securities, or other property shall be paid or transferred
in lieu of any fractional Shares or whether such fractional Shares or any rights
thereto shall be canceled, terminated, or otherwise eliminated.
 
            (n) Headings. Headings are given to the Sections and subsections of
the Plan solely as a convenience to facilitate reference. Such headings shall
not be deemed in any way material or relevant to the construction or
interpretation of the Plan or any provision thereof.
 
            Section 15. Term of the Plan.
 
            (a) Effective Date. The Plan shall be effective as of the date of
its approval by the stockholders of the Company.
 
            (b) Expiration Date. No Award shall be granted under the Plan after
December 31, 2012. Unless otherwise expressly provided in the Plan or in an
applicable Award Agreement, any Award granted hereunder may, and the authority
of the Board or the Committee to amend, alter, adjust, suspend, discontinue, or
terminate any such Award or to waive any conditions or rights under any such
Award shall, continue after December 31, 2012.