VCA ANTECH, INC.
                           2006 EQUITY INCENTIVE PLAN
 
 
1.   PURPOSE; ELIGIBILITY.
 
     1.1  GENERAL PURPOSE. The name of this plan is the VCA Antech, Inc. 2006
          Equity Incentive Plan (the "PLAN"). The purpose of the Plan is to
          enable VCA Antech, Inc., a Delaware corporation (the "COMPANY"), and
          any Affiliate to obtain and retain the services of the types of
          Employees, Consultants and Directors who will contribute to the
          Company's long range success and to provide incentives that are linked
          directly to increases in share value which will inure to the benefit
          of all stockholders of the Company.
 
     1.2  ELIGIBLE AWARD RECIPIENTS. The persons eligible to receive Awards are
          the Employees, Consultants and Directors of the Company and its
          Affiliates.
 
     1.3  AVAILABLE AWARDS. The purpose of the Plan is to provide a means by
          which eligible recipients of Awards may be given an opportunity to
          benefit from increases in value of the Common Stock through the
          granting of one or more of the following Awards: (a) Incentive Stock
          Options, (b) Nonstatutory Stock Options, (c) Restricted Awards, (d)
          Performance Awards and (e) Stock Appreciation Rights.
 
2.   DEFINITIONS.
 
     2.1  "409A AWARD" means an Award that is considered "nonqualified deferred
          compensation" within the meaning of Section 409A of the Code and
          SECTION 8 of this Plan.
 
     2.2  "ADMINISTRATOR" means the Board or the Committee appointed by the
          Board in accordance with SECTION 3.5.
 
     2.3  "AFFILIATE" means any parent corporation or subsidiary corporation of
          the Company, whether now or hereafter existing, as those terms are
          defined in Sections 424(e) and (f), respectively, of the Code.
 
     2.4  "AWARD" means any right granted under the Plan, including an Incentive
          Stock Option, a Nonstatutory Stock Option, a Restricted Award, a
          Performance Award, a Stock Appreciation Right and a 409A Award.
 
     2.5  "AWARD AGREEMENT" means a written agreement between the Company and a
          holder of an Award evidencing the terms and conditions of an
          individual Award grant. Each Award Agreement shall be subject to the
          terms and conditions of the Plan.
 
     2.6  "BENEFICIAL OWNER" has the meaning assigned to such term in Rule 13d-3
          and Rule 13d-5 under the Exchange Act, except that in calculating the
          beneficial ownership of any particular "person" (as that term is used
          in Section 13(d)(3) of the Exchange Act), such "person" shall be
          deemed to have beneficial ownership of all securities that such
          "person" has the right to acquire by conversion or exercise of other
          securities, whether such right is currently exercisable or is
          exercisable only after the passage of time. The terms "Beneficially
          Owns" and "Beneficially Owned" have a corresponding meaning.
 
 
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     2.7  "BOARD" means the Board of Directors of the Company.
 
     2.8  "CASHLESS EXERCISE" has the meaning set forth in SECTION 6.4.
 
     2.9  "CAUSE" means, (a) with respect to any Participant who is a party to
          an employment or service agreement or employment policy manual with
          the Company or its Affiliates and such agreement or policy manual
          provides for a definition of Cause, as defined therein and (b) with
          respect to all other Participants, (i) the commission of, or plea of
          guilty or no contest to, a felony or a crime involving moral turpitude
          or the commission of any other act involving willful malfeasance or
          material fiduciary breach with respect to the Company or an Affiliate,
          (ii) conduct tending to bring the Company into substantial public
          disgrace, or disrepute, (iii) gross negligence or willful misconduct
          with respect to the Company or an Affiliate or (iv) material violation
          of state or federal securities laws. The Administrator, in its
          absolute discretion, shall determine the effect of all matters and
          questions relating to whether a Participant has been discharged for
          Cause.
 
     2.10 "CHANGE IN CONTROL" shall mean:
 
          (a)  The direct or indirect sale, transfer, conveyance or other
               disposition (other than by way of merger or consolidation), in
               one or a series of related transactions, of all or substantially
               all of the properties or assets of the Company to any "person"
               (as that term is used in Section 13(d)(3) of the Exchange Act);
 
          (b)  The Incumbent Directors cease for any reason to constitute at
               least a majority of the Board;
 
          (c)  The adoption of a plan relating to the liquidation or dissolution
               of the Company; or
 
          (d)  Any "person" or "group" (as such terms are used in Section 13(d)
               and 14(d) of the Exchange Act) becomes the Beneficial Owner,
               directly or indirectly, of securities of the Company representing
               more than 35% of the combined voting power of the Company's then
               outstanding securities eligible to vote for the election of the
               Board (the "Company Voting Securities"); or
 
          (e)  The consummation of a merger, consolidation, statutory share
               exchange or similar form of corporate transaction involving the
               Company or any of its Subsidiaries that requires the approval of
               the Company's stockholders, whether for such transaction or the
               issuance of securities in the transaction (a "Business
               Combination"), unless immediately following such Business
               Combination: (1) 65% or more of the total voting power of (i) the
               Surviving Corporation, or (ii) if applicable, the ultimate Parent
               Corporation that directly or indirectly has beneficial ownership
               of 100% of the voting securities eligible to elect directors of
               the Surviving Corporation, is represented by Company Voting
               Securities that were outstanding immediately prior to such
               Business Combination (or, if applicable, is represented by shares
               into which such Company Voting Securities were converted pursuant
               to such Business Combination), and such voting power among the
               holders thereof is in substantially the same proportion as the
               voting power of such Company Voting Securities among the holders
               thereof immediately prior to the Business Combination, (2) no
               person (other than any employee benefit plan (or related
 
 
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               trust) sponsored or maintained by the Surviving Corporation or
               the Parent Corporation), is or becomes the beneficial owner,
               directly or indirectly, of more than 35% of the total voting
               power of the outstanding voting securities eligible to elect
               directors of the Parent Corporation (or, if there is no Parent
               Corporation, the Surviving Corporation) and (3) at least a
               majority of the members of the board of directors of the Parent
               Corporation (or if there is no Parent Corporation, the Surviving
               Corporation) following the consummation of the Business
               Combination were Incumbent Directors at the time of the Board's
               approval of the execution of the initial agreement providing for
               such Business Combination (any Business Combination which
               satisfies all of the criteria specified in (1), (2) and (3) above
               shall be deemed to be a "Non-Qualifying Transaction").
 
               The foregoing notwithstanding, a transaction shall not constitute
               a Change in Control if (i) its sole purpose is to change the
               state of the Company's incorporation or to create a holding
               company that will be owned in substantially the same proportions
               by the persons who held the Company's securities immediately
               before such transaction; (ii) it constitutes a secondary public
               offering that results in any security of the Company being listed
               (or approved for listing) on any securities exchange or
               designated (or approved for designation) as a national market
               security on an interdealer quotation system; (iii) it constitutes
               a change in Beneficial Ownership that results from a change in
               ownership of an existing stockholder; or (iv) solely because 35%
               or more of the total voting power of the Company's then
               outstanding securities is acquired by (A) a trustee or other
               fiduciary holding securities under one or more employee benefit
               Plans of the Company or any Affiliate, or (B) any company which,
               immediately prior to such Business Combination, is owned directly
               or indirectly by the stockholders of the Company in substantially
               the same proportion as their ownership of stock in the Company
               immediately prior to such acquisition.
 
     2.11 "CODE" means the Internal Revenue Code of 1986, as amended.
 
     2.12 "COMMITTEE" means a committee of one or more members of the Board
          appointed by the Board to administer the Plan in accordance with
          SECTION 3.5.
 
     2.13 "COMMON STOCK" means the common stock, $0.001 par value per share of
          the Company.
 
     2.14 "COMPANY" means VCA Antech, Inc., a Delaware corporation.
 
     2.15 "CONSULTANT" means any person, including an advisor, (a) engaged by
          the Company or an Affiliate to render consulting or advisory services
          and who is compensated for such services or who provides bona fide
          services to the Company or an Affiliate pursuant to a written
          agreement or (b) who is a member of the Board of Directors of an
          Affiliate; PROVIDED THAT, except as otherwise permitted in SECTION
          5.4(B) hereof, such person is a natural person and such services are
          not in connection with the offer or sale of securities in a capital
          raising transaction and do not directly or indirectly promote or
          maintain a market for the Company's securities.
 
     2.16 "CONTINUOUS SERVICE" means that the Participant's service with the
          Company or an Affiliate, whether as an Employee, Director or
          Consultant, is not interrupted or terminated. The Participant's
          Continuous Service shall not be deemed to have terminated merely
 
 
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          because of a change in the capacity in which the Participant renders
          service to the Company or an Affiliate as an Employee, Consultant or
          Director or a change in the entity for which the Participant renders
          such service, provided that there is no interruption or termination of
          the Participant's Continuous Service. For example, a change in status
          from an Employee of the Company to a Consultant of an Affiliate or a
          Director will not constitute an interruption of Continuous Service.
          The Administrator or its delegate, in its sole discretion, may
          determine whether Continuous Service shall be considered interrupted
          in the case of any leave of absence approved by that party, including
          sick leave, military leave or any other personal or family leave of
          absence.
 
     2.17 "COVERED EMPLOYEE" means the chief executive officer and the four
          other highest compensated officers of the Company for whom total
          compensation is or would be required to be reported to stockholders
          under the Exchange Act, as determined for purposes of Section 162(m)
          of the Code.
 
     2.18 "DATE OF GRANT" means, provided the key terms and conditions of the
          Award are communicated to the Participant within a reasonable period
          of time following the Administrator's action, the date on which the
          Administrator adopts a resolution, or takes other appropriate action,
          expressly granting an Award to a Participant that specifies the key
          terms and conditions of the Award and from which the Participant
          begins to benefit from or be adversely affected by subsequent changes
          in the Fair Market Value of the Company Common Stock or, if a
          different date is set forth in such resolution, or determined by the
          Administrator, as the Date of Grant, then such date as is set forth in
          such resolution. In any situation where the terms of the Award are
          subject to negotiation with the Participant, the Date of Grant shall
          not be earlier than the date the key terms and conditions of the Award
          are communicated to the Participant.
 
     2.19 "DETRIMENTAL ACTIVITY" means: (a) violation of the terms of any
          agreement with the Company concerning non-disclosure, confidentiality,
          intellectual property, privacy or exclusivity; (b) disclosure of the
          Company's confidential information to anyone outside the Company,
          without prior written authorization from the Company, or in conflict
          with the interests of the Company, whether the confidential
          information was acquired or disclosed by the Participant during or
          after employment by the Company; (c) failure or refusal to disclose
          promptly or assign to the Company all right, title and interest in any
          invention, work product or idea, patentable or not, made or conceived
          by the Participant during employment by the Company, relating in any
          manner to the interests of the Company or, the failure or refusal to
          do anything reasonably necessary to enable the Company to secure a
          patent where appropriate in the United States and in other countries;
          (d) activity that is discovered to be grounds for or results in
          termination of the Participant's employment for Cause; (e) any breach
          of a restrictive covenant contained in any employment agreement, Award
          Agreement or other agreement between the Participant and the Company,
          during any period for which a restrictive covenant prohibiting
          Detrimental Activity, or other similar conduct or act, is applicable
          to the Participant during or after employment by the Company; (f) any
          attempt directly or indirectly to induce any Employee of the Company
          to be employed or perform services or acts in conflict with the
          interests of the Company; (g) any attempt, in conflict with the
          interests of the Company, directly or indirectly, to solicit the trade
          or business of any current or prospective customer, client, supplier
          or partner of the Company; (h) the conviction of, or guilty plea
          entered by, the Participant for any felony or a crime involving moral
          turpitude whether or not connected with the Company; or (i) the
 
 
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          commission of any other act involving willful malfeasance or material
          fiduciary breach with respect to the Company.
 
     2.20 "DIRECTOR" means a member of the Board.
 
     2.21 "DISABILITY" means that the Optionholder is unable to engage in any
          substantial gainful activity by reason of any medically determinable
          physical or mental impairment; PROVIDED, HOWEVER, for purposes of
          determining the term of an Incentive Stock Option pursuant to SECTION
          6.10 hereof, the term Disability shall have the meaning ascribed to it
          under Code Section 22(e)(3). The determination of whether an
          individual has a Disability shall be determined under procedures
          established by the Administrator. Except in situations where the
          Administrator is determining Disability for purposes of the term of an
          Incentive Stock Option pursuant to SECTION 6.10 hereof within the
          meaning of Code Section 22(e)(3), the Administrator may rely on any
          determination that a Participant is disabled for purposes of benefits
          under any long-term disability plan maintained by the Company or any
          Affiliate in which a Participant participates.
 
     2.22 "EFFECTIVE DATE" shall mean March 7, 2006, the date the Board adopted
          the Plan.
 
     2.23 "EMPLOYEE" means any person employed by the Company or an Affiliate.
          Mere service as a Director or payment of a director's fee by the
          Company or an Affiliate shall not be sufficient to constitute
          "employment" by the Company or an Affiliate.
 
     2.24 "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.
 
     2.25 "EXISTING PLANS" mean the VCA Antech, Inc. Amended and Restated 1996
          Stock Incentive Plan and the VCA Antech, Inc. 2001 Stock Incentive
          Plan.
 
     2.26 "FAIR MARKET VALUE" means, as of any date, the value of the Common
          Stock as determined below. The Fair Market Value on any date on which
          the Company's shares of Common Stock are registered under Section 12
          of the Exchange Act and listed on the Nasdaq National Market shall be
          the closing price of a share of Common Stock on the Nasdaq National
          Market on such date, and thereafter (a) if the Common Stock is
          admitted to quotation on the over the counter market or any
          interdealer quotation system, the Fair Market Value on any given date
          shall not be less than the average of the highest bid and lowest asked
          prices of the Common Stock reported for such date or, if no bid and
          asked prices were reported for such date, for the last day preceding
          such date for which such prices were reported, (b) if the Common Stock
          is admitted to trading on a national securities exchange or the Nasdaq
          National Market or Nasdaq Small Cap Market, the Fair Market Value on
          any date shall not be less than the closing price reported for the
          Common Stock on such exchange or system for such date or, if no sales
          were reported for such date, for the last date preceding the date on
          which such a sale was reported or (c) in the absence of an established
          market for the Common Stock, the Fair Market Value determined in good
          faith by the Administrator and such determination shall be conclusive
          and binding on all persons.
 
     2.27 "FORM S-8" has the meaning set forth in SECTION 5.4(B).
 
 
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     2.28 "FREE STANDING RIGHTS" has the meaning set forth in SECTION 7.3(A).
 
     2.29 "INCENTIVE STOCK OPTION" means an Option intended to qualify as an
          incentive stock option within the meaning of Section 422 of the Code
          and the regulations promulgated thereunder.
 
     2.30 "INCUMBENT DIRECTORS" means individuals who, on the Effective Date,
          constitute the Board, provided that any individual becoming a Director
          subsequent to the Effective Date whose election or nomination for
          election to the Board was approved by a vote of at least two-thirds of
          the Incumbent Directors then on the Board (either by a specific vote
          or by approval of the proxy statement of the Company in which such
          person is named as a nominee for Director without objection to such
          nomination) shall be an Incumbent Director. No individual initially
          elected or nominated as a director of the Company as a result of an
          actual or threatened election contest with respect to Directors or as
          a result of any other actual or threatened solicitation of proxies by
          or on behalf of any person other than the Board shall be an Incumbent
          Director.
 
     2.31 "LISTING DATE" means the first date upon which any security of the
          Company is listed (or approved for listing) upon notice of issuance on
          any securities exchange or designated (or approved for designation)
          upon notice of issuance as a national market security on an
          interdealer quotation system.
 
     2.32 "MARKET STAND-OFF" has the meaning set forth in SECTION 15.
 
     2.33 "NASDAQ" means the National Association of Securities Dealers
          Automated Quotation System, or any successor thereto.
 
     2.34 "NON-EMPLOYEE DIRECTOR" means a Director who is a "non-employee
          director" within the meaning of Rule 16b-3.
 
     2.35 "NONSTATUTORY STOCK OPTION" means an Option not intended to qualify as
          an Incentive Stock Option.
 
     2.36 "OFFICER" means (a) before the Listing Date, any person designated by
          the Company as an officer and (b) on and after the Listing Date, a
          person who is an officer of the Company within the meaning of Section
          16 of the Exchange Act and the rules and regulations promulgated
          thereunder.
 
     2.37 "OPTION" means an Incentive Stock Option or a Nonstatutory Stock
          Option granted pursuant to the Plan.
 
     2.38 "OPTION AGREEMENT" means a written agreement between the Company and
          an Optionholder evidencing the terms and conditions of an individual
          Option grant. Each Option Agreement shall be subject to the terms and
          conditions of the Plan and need not be identical.
 
     2.39 "OPTIONHOLDER" means a person to whom an Option is granted pursuant to
          the Plan or, if applicable, such other person who holds an outstanding
          Option.
 
 
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     2.40 "OUTSIDE DIRECTOR" means a Director who is an "outside director"
          within the meaning of Section 162(m) of the Code and Treasury
          Regulations Section 1.162-27(e)(3).
 
     2.41 "PARTICIPANT" means a person to whom an Award is granted pursuant to
          the Plan or, if applicable, such other person who holds an outstanding
          Award.
 
     2.42 "PERFORMANCE AWARD" means Awards granted pursuant to SECTION 7.2.
 
     2.43 "PERMITTED TRANSFEREE" means (a) any spouse, parents, siblings (by
          blood, marriage or adoption) or lineal descendants (by blood, marriage
          or adoption) of a Participant; (b) any trust or other similar entity
          for the benefit of a Participant or the Participant's spouse, parents,
          siblings or lineal descendants; PROVIDED, HOWEVER, that any transfer
          made by a Participant to a Permitted Transferee may only be made if
          the Permitted Transferee, prior to the time of transfer of stock,
          agrees in writing to be bound by the terms of this Plan and provides
          written notice to the Company of such transfer.
 
     2.44 "PLAN" means this VCA Antech, Inc. 2006 Equity Incentive Plan.
 
     2.45 "RELATED RIGHTS" has the meaning set forth in SECTION 7.3(A).
 
     2.46 "RESTRICTED AWARD" means any Award granted pursuant to SECTION 7.1.
 
     2.47 "RESTRICTED PERIOD" has the meaning set forth in SECTION 7.1.
 
     2.48 "RIGHT OF REPURCHASE" means the Company's option to repurchase Common
          Stock acquired under the Plan upon the Participant's termination of
          Continuous Service pursuant to SECTION 11.7.
 
     2.49 "RULE 16B-3" means Rule 16b-3 promulgated under the Exchange Act or
          any successor to Rule 16b-3, as in effect from time to time.
 
     2.50 "RULE 701" has the meaning set forth in SECTION 5.4(A).
 
     2.51 "SAR AMOUNT" has the meaning set forth in SECTION 7.3(H).
 
     2.52 "SAR EXERCISE PRICE" has the meaning set forth in SECTION 7.3(B).
 
     2.53 "SECURITIES ACT" means the Securities Act of 1933, as amended.
 
     2.54 "STOCK APPRECIATION RIGHT" means the right pursuant to an award
          granted under SECTION 7.3 to receive an amount equal to the excess, if
          any, of (A) the Fair Market Value, as of the date such Stock
          Appreciation Right or portion thereof is surrendered, of the shares of
          stock covered by such right or such portion thereof, over (B) the
          aggregate SAR exercise price of such right or such portion thereof.
 
     2.55 "STOCK FOR STOCK EXCHANGE" has the meaning set forth in SECTION 6.4.
 
     2.56 "SURVIVING ENTITY" means the Company if immediately following any
          merger, consolidation or similar transaction, the holders of
          outstanding voting securities of the
 
 
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          Company immediately prior to the merger or consolidation own equity
          securities possessing more than 50% of the voting power of the entity
          existing following the merger, consolidation or similar transaction.
          In all other cases, the other entity to the transaction and not the
          Company shall be the Surviving Entity. In making the determination of
          ownership by the stockholders of an entity immediately after the
          merger, consolidation or similar transaction, equity securities which
          the stockholders owned immediately before the merger, consolidation or
          similar transaction as stockholders of another party to the
          transaction shall be disregarded. Further, outstanding voting
          securities of an entity shall be calculated by assuming the conversion
          of all equity securities convertible (immediately or at some future
          time) into shares entitled to vote.
 
     2.57 "TEN PERCENT STOCKHOLDER" means a person who owns (or is deemed to own
          pursuant to Section 424(d) of the Code) stock possessing more than 10%
          of the total combined voting power of all classes of stock of the
          Company or of any of its Affiliates.
 
3.   ADMINISTRATION.
 
     3.1  ADMINISTRATION BY BOARD. The Plan shall be administered by the Board
          unless and until the Board delegates administration to a Committee, as
          provided in SECTION 3.5.
 
     3.2  POWERS OF ADMINISTRATOR. The Administrator shall have the power and
          authority to select and grant to Participants, Awards pursuant to the
          terms of the Plan.
 
          3.3 SPECIFIC POWERS. In particular, the Administrator shall have the
          authority: (a) to construe and interpret the Plan and apply its
          provisions; (b) to promulgate, amend, and rescind rules and
          regulations relating to the administration of the Plan; (c) to
          authorize any person to execute, on behalf of the Company, any
          instrument required to carry out the purposes of the Plan; (d) to
          delegate its authority to one or more Officers of the Company with
          respect to awards that do not involve Covered Employees or "insiders"
          within the meaning of Section 16 of the Exchange Act; (e) to determine
          when Awards are to be granted under the Plan; (f) from time to time to
          select, subject to the limitations set forth in this Plan, those
          Participants to whom Awards shall be granted; (g) to determine the
          number of shares of Common Stock to be made subject to each Award; (h)
          to determine whether each Option is to be an Incentive Stock Option or
          a Nonstatutory Stock Option; (i) to prescribe the terms and conditions
          of each Award, including, without limitation, the exercise price and
          medium of payment, vesting provisions and Right of Repurchase
          provisions, and to specify the provisions of the Award Agreement
          relating to such grant or sale; (j) to amend any outstanding Awards,
          including for the purpose of modifying the time or manner of vesting,
          or the term of any outstanding Award; PROVIDED, HOWEVER, that if any
          such amendment impairs a Participant's rights or increases a
          Participant's obligations under his or her Award or creates or
          increases a Participant's federal income tax liability with respect to
          an Award, such amendment shall also be subject to the Participant's
          consent (PROVIDED, HOWEVER, a cancellation of an Award where the
          Participant receives a payment equal in value to the Fair Market Value
          of the vested Award or, in the case of vested Options, the difference
          between the Fair Market Value of the Common Stock subject to an Option
          and the exercise price, shall not constitute an impairment of the
          Participant's rights that requires consent); (k) to determine the
          duration and purpose of leaves of absences which may be granted to a
          Participant without constituting termination of their employment for
          purposes of the Plan, which periods shall be no shorter than the
          periods generally applicable to Employees under the Company's
          employment policies; (l) to make decisions with respect to outstanding
          Options that
 
 
 
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          may become necessary upon a change in corporate control or an event
          that triggers anti-dilution adjustments; and (m) to exercise
          discretion to make any and all other determinations which it
          determines to be necessary or advisable for administration of the
          Plan. The Administrator also may modify the purchase price or the
          exercise price of any outstanding Award, provided that if the
          modification effects a repricing, stockholder approval shall be
          required before the repricing is effective.
 
     3.4  DECISIONS FINAL. All decisions made by the Administrator pursuant to
          the provisions of the Plan shall be final and binding on the Company
          and the Participants, unless such decisions are determined by a court
          having jurisdiction to be arbitrary and capricious.
 
     3.5  THE COMMITTEE.
 
          (a)  GENERAL. The Board may delegate administration of the Plan to a
               Committee or Committees of one or more members of the Board, and
               the term "COMMITTEE" shall apply to any person or persons to whom
               such authority has been delegated. If administration is delegated
               to a Committee, the Committee shall have, in connection with the
               administration of the Plan, the powers theretofore possessed by
               the Board, including the power to delegate to a subcommittee any
               of the administrative powers the Committee is authorized to
               exercise (and references in this Plan to the Board or the
               Administrator shall thereafter be to the Committee or
               subcommittee), subject, however, to such resolutions, not
               inconsistent with the provisions of the Plan, as may be adopted
               from time to time by the Board. The Board may abolish the
               Committee at any time and revest in the Board the administration
               of the Plan. The members of the Committee shall be appointed by
               and serve at the pleasure of the Board. From time to time, the
               Board may increase or decrease the size of the Committee, add
               additional members to, remove members (with or without cause)
               from, appoint new members in substitution therefor, and fill
               vacancies, however caused, in the Committee. The Committee shall
               act pursuant to a vote of the majority of its members or, in the
               case of a committee comprised of only two members, the unanimous
               consent of its members, whether present or not, or by the written
               consent of the majority of its members and minutes shall be kept
               of all of its meetings and copies thereof shall be provided to
               the Board. Subject to the limitations prescribed by the Plan and
               the Board, the Committee may establish and follow such rules and
               regulations for the conduct of its business as it may determine
               to be advisable.
 
          (b)  COMMITTEE COMPOSITION WHEN COMMON STOCK IS REGISTERED. At such
               time as the Common Stock is required to be registered under
               Section 12 of the Exchange Act, in the discretion of the Board, a
               Committee may consist solely of two or more Non-Employee
               Directors who are also Outside Directors. The Board shall have
               discretion to determine whether or not it intends to comply with
               the exemption requirements of Rule 16b-3 and/or Section 162(m) of
               the Code. However, if the Board intends to satisfy such exemption
               requirements, with respect to Awards to any Covered Employee and
               with respect to any insider subject to Section 16 of the Exchange
               Act, the Committee shall be a compensation committee of the Board
               that at all times consists solely of two or more Non-Employee
               Directors who are also Outside Directors. Within the scope of
               such authority, the Board or the Committee may (i) delegate to a
               committee of one or more members of the Board who are not Outside
               Directors the authority to grant Awards to eligible persons who
               are either (A) not then Covered Employees and are not expected to
               be Covered Employees at the time of recognition of income
               resulting
 
 
 
                                       B-9
<PAGE>
 
 
               from such Award or (B) not persons with respect to whom the
               Company wishes to comply with Section 162(m) of the Code or (ii)
               delegate to a committee of one or more members of the Board who
               are not Non-Employee Directors the authority to grant Awards to
               eligible persons who are not then subject to Section 16 of the
               Exchange Act. Nothing herein shall create an inference that an
               option is not validly granted under the Plan in the event Awards
               are granted under the Plan by a compensation committee of the
               Board that does not at all times consist solely of two or more
               Non-Employee Directors who are also Outside Directors.
 
     3.6  INDEMNIFICATION. In addition to such other rights of indemnification
          as they may have as Directors or members of the Committee, and to the
          extent allowed by applicable law, the Administrator shall be
          indemnified by the Company against the reasonable expenses, including
          attorney's fees, actually incurred in connection with any action, suit
          or proceeding or in connection with any appeal therein, to which the
          Administrator may be party by reason of any action taken or failure to
          act under or in connection with the Plan or any option granted under
          the Plan, and against all amounts paid by the Administrator in
          settlement thereof (PROVIDED, HOWEVER, that the settlement has been
          approved by the Company, which approval shall not be unreasonably
          withheld) or paid by the Administrator in satisfaction of a judgment
          in any such action, suit or proceeding, except in relation to matters
          as to which it shall be adjudged in such action, suit or proceeding
          that such Administrator did not act in good faith and in a manner
          which such person reasonably believed to be in the best interests of
          the Company, and in the case of a criminal proceeding, had no reason
          to believe that the conduct complained of was unlawful; provided,
          HOWEVER, that within 60 days after institution of any such action,
          suit or proceeding, such Administrator shall, in writing, offer the
          Company the opportunity at its own expense to handle and defend such
          action, suit or proceeding.
 
4.   SHARES SUBJECT TO THE PLAN.
 
     4.1  SHARE RESERVE. Subject to the provisions of SECTION 12.1 relating to
          adjustments upon changes in Common Stock, the shares that may be
          issued pursuant to Awards shall consist of the Company's authorized
          but unissued Common Stock, and the maximum aggregate amount of such
          Common Stock which may be issued upon exercise of all Awards under the
          Plan shall not exceed 6,000,000 plus any shares of Common Stock that
          were reserved under the Existing Plans but not yet subject to issued
          awards and any shares of Common Stock underlying awards granted to
          Employees prior to the Effective Date under the Existing Plans that
          have been issued and are outstanding on the Effective Date that
          expire, are forfeited or terminate for any reason without having been
          exercised in full. As of March 7, 2006, there are 380,000 shares
          reserved for issuance under the Existing Plans that are not subject to
          issued awards and 6,040,274 shares that are reserved for issuance
          under outstanding but unexercised awards. All shares reserved for
          issuance under this Plan may be used for Incentive Stock Options.
          Awards for fractional shares of Common Stock may not be issued under
          the terms of the Plan.
 
     4.2  REVERSION OF SHARES TO THE SHARE RESERVE. If any Award shall for any
          reason expire or otherwise terminate, in whole or in part, the shares
          of Common Stock not acquired under such Award shall revert to and
          again become available for issuance under the Plan. If shares of
          Common Stock issued under the Plan are reacquired by the Company
          pursuant to the terms of any forfeiture provision, including the Right
          of Repurchase of unvested Common Stock under SECTION 11.7(A), such
          shares shall again be available for purposes of the Plan.
 
 
                                       B-10
<PAGE>
 
 
     4.3  SOURCE OF SHARES. The shares of Common Stock subject to the Plan may
          be authorized but unissued Common Stock or reacquired Common Stock,
          bought on the market, pursuant to any forfeiture provision or
          otherwise.
 
5.   ELIGIBILITY.
 
     5.1  ELIGIBILITY FOR SPECIFIC AWARDS. Incentive Stock Options may be
          granted only to Employees. Awards other than Incentive Stock Options
          may be granted to Employees, Directors and Consultants.
 
     5.2  TEN PERCENT STOCKHOLDERS. A Ten Percent Stockholder shall not be
          granted an Incentive Stock Option unless the exercise price of such
          Option is at least 110% of the Fair Market Value of the Common Stock
          at the Date of Grant and the Option is not exercisable after the
          expiration of five years from the Date of Grant.
 
     5.3  SECTION 162(M) LIMITATION. Subject to the provisions of SECTION 12.1
          relating to adjustments upon changes in the shares of Common Stock, no
          Employee shall be eligible to be granted Awards covering more than
          500,000 shares during any fiscal year. This SECTION 5.3 shall not
          apply prior to the Listing Date and, following the Listing Date, this
          SECTION 5.3 shall not apply until (a) the earliest of: (i) the first
          material modification of the Plan (including any increase in the
          number of shares of Common Stock reserved for issuance under the Plan
          in accordance with SECTION 4.1); (ii) the issuance of all of the
          shares of Common Stock reserved for issuance under the Plan; (iii) the
          expiration of the Plan; or (iv) the first meeting of stockholders at
          which Directors are to be elected that occurs after the close of the
          third calendar year following the calendar year in which occurred the
          first registration of an equity security under Section 12 of the
          Exchange Act; or (b) such other date required by Section 162(m) of the
          Code and the rules and regulations promulgated thereunder.
 
     5.4  CONSULTANTS.
 
          (a)  Prior to the Listing Date, a Consultant shall not be eligible for
               the grant of an Award if, at the time of grant, either the offer
               or the sale of the Company's securities to such Consultant is not
               exempt under Rule 701 of the Securities Act ("RULE 701") because
               of the nature of the services that the Consultant is providing to
               the Company, or because the Consultant is not a natural person,
               or as otherwise provided by Rule 701, unless the Company
               determines that such grant need not comply with the requirements
               of Rule 701 and will satisfy another exemption under the
               Securities Act as well as comply with the securities laws of all
               other relevant jurisdictions.
 
          (b)  From and after the Listing Date, a Consultant shall not be
               eligible for the grant of an Award if, at the time of grant, a
               Form S-8 Registration Statement under the Securities Act ("FORM
               S-8") is not available to register either the offer or the sale
               of the Company's securities to such Consultant because of the
               nature of the services that the Consultant is providing to the
               Company (I.E., capital raising), or because the Consultant is not
               a natural person, or as otherwise provided by the rules governing
               the use of Form S-8, unless the Company determines both (i) that
               such grant (A) shall be registered in another manner under the
               Securities Act (E.G., on a Form S-3 Registration Statement) or
               (B) does not require registration
 
 
 
                                       B-11
<PAGE>
 
 
               under the Securities Act in order to comply with the requirements
               of the Securities Act, if applicable, and (ii) that such grant
               complies with the securities laws of all other relevant
               jurisdictions.
 
     5.5  DIRECTORS. Each Director of the Company shall be eligible to receive
          discretionary grants of Awards under the Plan.
 
6.   OPTION PROVISIONS.
 
     Each Option shall be in such form and shall contain such terms and
conditions as the Administrator shall deem appropriate. All Options shall be
separately designated Incentive Stock Options or Nonstatutory Stock Options at
the time of grant, and, if certificates are issued, a separate certificate or
certificates will be issued for shares of Common Stock purchased on exercise of
each type of Option. Notwithstanding the foregoing, the Company shall have no
liability to any Participant or any other person if an Option designated as an
Incentive Stock Option fails to qualify as such at any time or if an Option is
determined to constitute "nonqualified deferred compensation" within the meaning
of Section 409A of the Code and the terms of such Option do not satisfy the
additional conditions applicable to nonqualified deferred compensation under
Section 409A of the Code and SECTION 8 of the Plan. The provisions of separate
Options need not be identical, but each Option shall include (through
incorporation of provisions hereof by reference in the Option or otherwise) the
substance of each of the following provisions:
 
     6.1  TERM. Subject to the provisions of SECTION 5.2 regarding Ten Percent
          Stockholders, no Incentive Stock Option shall be exercisable after the
          expiration of 10 years from the date it was granted.
 
     6.2  EXERCISE PRICE OF AN INCENTIVE STOCK OPTION. Subject to the provisions
          of SECTION 5.2 regarding Ten Percent Stockholders, the exercise price
          of each Incentive Stock Option shall be not less than 100% of the Fair
          Market Value of the Common Stock subject to the Option on the date the
          Option is granted. Notwithstanding the foregoing, an Incentive Stock
          Option may be granted with an exercise price lower than that set forth
          in the preceding sentence if such Option is granted pursuant to an
          assumption or substitution for another option in a manner satisfying
          the provisions of Section 424(a) of the Code.
 
     6.3  EXERCISE PRICE OF A NONSTATUTORY STOCK OPTION. The exercise price of
          each Nonstatutory Stock Option shall be not less than 100% of the Fair
          Market Value of the Common Stock subject to the Option on the date the
          Option is granted; PROVIDED, HOWEVER, any Nonstatutory Stock Option
          granted with an exercise price less than 100% of the Fair Market Value
          of the Common Stock subject to the Option on the date the Option is
          granted shall satisfy the additional conditions applicable to
          nonqualified deferred compensation under Section 409A of the Code, in
          accordance with SECTION 6.15 and SECTION 8 hereof. Notwithstanding the
          foregoing, a Nonstatutory Stock Option may be granted with an exercise
          price lower than that set forth in the preceding sentence if such
          Option is granted pursuant to an assumption or substitution for
          another option in a manner satisfying the provisions of Section 424(a)
          of the Code.
 
 
 
                                       B-12
<PAGE>
 
 
     6.4  CONSIDERATION. The exercise price of Common Stock acquired pursuant to
          an Option shall be paid, to the extent permitted by applicable
          statutes and regulations, either (a) in cash or by certified or bank
          check at the time the Option is exercised or (b) in the discretion of
          the Administrator, upon such terms as the Administrator shall approve,
          the exercise price may be paid: (i) by delivery to the Company of
          other Common Stock, duly endorsed for transfer to the Company, with a
          Fair Market Value on the date of delivery equal to the exercise price
          (or portion thereof) due for the number of shares being acquired, or
          by means of attestation whereby the Participant identifies for
          delivery specific shares of Common Stock that have been held for more
          than six months (or such longer or shorter period of time required to
          avoid a charge to earnings for financial accounting purposes) that
          have a Fair Market Value on the date of attestation equal to the
          exercise price (or portion thereof) and receives a number of shares of
          Common Stock equal to the difference between the number of shares
          thereby purchased and the number of identified attestation shares of
          Common Stock (a "STOCK FOR STOCK EXCHANGE"); (ii) during any period
          for which the Common Stock is publicly traded (I.E., the Common Stock
          is listed on any established stock exchange or a national market
          system, including without limitation the Nasdaq National Market, or if
          the Common Stock is quoted on the Nasdaq System (but not on the Nasdaq
          National Market) or any similar system whereby the Common Stock is
          regularly quoted by a recognized securities dealer but closing sale
          prices are not reported), by a copy of instructions to a broker
          directing such broker to sell the Common Stock for which such Option
          is exercised, and to remit to the Company the aggregate Exercise Price
          of such Options (a "CASHLESS EXERCISE"); (iii) in any other form of
          legal consideration that may be acceptable to the Administrator,
          including without limitation with a full-recourse promissory note;
          PROVIDED, HOWEVER, if applicable law requires, the par value (if any)
          of Common Stock, if newly issued, shall be paid in cash or cash
          equivalents. Any Common Stock acquired upon exercise with a promissory
          note shall be pledged as security for payment of the principal amount
          of the promissory note and interest thereon. The interest rate payable
          under the terms of the promissory note shall not be less than the
          minimum rate (if any) required to avoid the imputation of additional
          interest under the Code. Subject to the foregoing, the Administrator
          (in its sole discretion) shall specify the term, interest rate,
          amortization requirements (if any) and other provisions of such note.
          Unless the Administrator determines otherwise, shares of Common Stock
          having a Fair Market Value at least equal to the principal amount of
          any such loan shall be pledged by the holder to the Company as
          security for payment of the unpaid balance of the loan and such pledge
          shall be evidenced by a pledge agreement, the terms of which shall be
          determined by the Administrator, in its discretion; PROVIDED, HOWEVER,
          that each loan shall comply with all applicable laws, regulations and
          rules of the Board of Governors of the Federal Reserve System and any
          other governmental agency having jurisdiction. Unless otherwise
          specifically provided in the Option, the purchase price of Common
          Stock acquired pursuant to an Option that is paid by delivery (or
          attestation) to the Company of other Common Stock acquired, directly
          or indirectly from the Company, shall be paid only by shares of the
          Common Stock of the Company that have been held for more than six
          months (or such longer or shorter period of time required to avoid a
          charge to earnings for financial accounting purposes). Notwithstanding
          the foregoing, during any period for which the Common Stock is
          publicly traded (i.e., the Common Stock is listed on any established
          stock exchange or a national market system, including without
          limitation the Nasdaq National Market, or if the Common Stock is
          quoted on the Nasdaq System (but not on the Nasdaq National Market) or
          any similar system whereby the Common Stock is regularly quoted by a
          recognized securities dealer but closing sale prices are
 
 
 
                                       B-13
<PAGE>
 
 
          not reported), an exercise with a promissory note or other transaction
          by a Director or executive officer that involves or may involve a
          direct or indirect extension of credit or arrangement of an extension
          of credit by the Company, or an Affiliate in violation of Section
          402(a) of the Sarbanes-Oxley Act (codified as Section 13(k) of the
          Exchange Act) shall be prohibited with respect to any Award under this
          Plan. Unless otherwise provided in the terms of an Option Agreement,
          payment of the exercise price by a Participant who is an officer,
          director or other "insider" subject to Section 16(b) of the Exchange
          Act in the form of a Stock for Stock Exchange is subject to
          pre-approval by the Administrator, in its sole discretion. Any such
          pre-approval shall be documented in a manner that complies with the
          specificity requirements of Rule 16b-3, including the name of the
          Participant involved in the transaction, the nature of the
          transaction, the number of shares to be acquired or disposed of by the
          Participant and the material terms of the Options involved in the
          transaction.
 
     6.5  TRANSFERABILITY OF AN INCENTIVE STOCK OPTION. An Incentive Stock
          Option shall not be transferable except by will or by the laws of
          descent and distribution and shall be exercisable during the lifetime
          of the Optionholder only by the Optionholder. Notwithstanding the
          foregoing, the Optionholder may, by delivering written notice to the
          Company, in a form satisfactory to the Company, designate a third
          party who, in the event of the death of the Optionholder, shall
          thereafter be entitled to exercise the Option.
 
     6.6  TRANSFERABILITY OF A NONSTATUTORY STOCK OPTION. A Nonstatutory Stock
          Option may, in the sole discretion of the Administrator, be
          transferable to a Permitted Transferee upon written approval by the
          Administrator to the extent provided in the Option Agreement. A
          Permitted Transferee includes: (a) a transfer by gift or domestic
          relations order to a member of the Optionholder's immediate family
          (child, stepchild, grandchild, parent, stepparent, grandparent,
          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 Optionholder's household (other than a tenant or employee), a
          trust in which these persons have more than 50% of the beneficial
          interest, a foundation in which these persons (or the Optionholder)
          control the management of assets, and any other entity in which these
          persons (or the Optionholder) own more than 50% of the voting
          interests; (b) third parties designated by the Administrator in
          connection with a program established and approved by the
          Administrator pursuant to which Participants may receive a cash
          payment or other consideration in consideration for the transfer of
          such Nonstatutory Stock Option; and (c) such other transferees as may
          be permitted by the Administrator in its sole discretion. If the
          Nonstatutory Stock Option does not provide for transferability, then
          the Nonstatutory Stock Option shall not be transferable except by will
          or by the laws of descent and distribution and shall be exercisable
          during the lifetime of the Optionholder only by the Optionholder.
          Notwithstanding the foregoing, the Optionholder may, by delivering
          written notice to the Company, in a form satisfactory to the Company,
          designate a third party who, in the event of the death of the
          Optionholder, shall thereafter be entitled to exercise the Option.
 
     6.7  VESTING GENERALLY. The Option may, but need not, vest and therefore
          become exercisable in periodic installments that may, but need not, be
          equal. The Option may be subject to such other terms and conditions on
          the time or times when it may be exercised (which may be based on
          performance or other criteria) as the Administrator may deem
          appropriate. The vesting provisions of individual Options may vary. No
          Option may be
 
 
 
                                       B-14
<PAGE>
 
 
          exercised for a fraction of a share of Common Stock. The Administrator
          may, but shall not be required to, provide for an acceleration of
          vesting and exercisability in the terms of any Option Agreement upon
          the occurrence of a specified event.
 
     6.8  TERMINATION OF CONTINUOUS SERVICE. Unless otherwise provided in an
          Option Agreement or in an employment agreement the terms of which have
          been approved by the Administrator, in the event an Optionholder's
          Continuous Service terminates (other than upon the Optionholder's
          death or Disability or termination by the Company for Cause), the
          Optionholder may exercise his or her Option (to the extent that the
          Optionholder was entitled to exercise such Option as of the date of
          termination) but only within such period of time ending on the earlier
          of (a) the date three months following the termination of the
          Optionholder's Continuous Service, or (b) the expiration of the term
          of the Option as set forth in the Option Agreement. If, after
          termination, the Optionholder does not exercise his or her Option
          within the time specified in the Option Agreement, the Option shall
          terminate. Unless otherwise provided in an Option Agreement or in an
          employment agreement the terms of which have been approved by the
          Administrator, or as otherwise provided in SECTIONS 6.10 and 6.11 of
          this Plan, outstanding Options that are not exercisable at the time an
          Optionholder's Continuous Service terminates for any reason other than
          for Cause (including an Optionholder's death or Disability) shall be
          forfeited and expire at the close of business on the date of such
          termination. If the Optionholder's Continuous Service terminates for
          Cause, all outstanding Options shall be forfeited (whether or not
          vested) and expire as of the beginning of business on the date of such
          termination for Cause.
 
     6.9  EXTENSION OF TERMINATION DATE. An Optionholder's Option Agreement may
          also provide that if the exercise of the Option following the
          termination of the Optionholder's Continuous Service for any reason
          other than Cause (other than upon the Optionholder's death or
          Disability) would be prohibited at any time because the issuance of
          shares of Common Stock would violate the registration requirements
          under the Securities Act or any other state or federal securities law
          or the rules of any securities exchange or interdealer quotation
          system, then the Option shall terminate on the earlier of (a) the
          expiration of the term of the Option in accordance with SECTION 6.1 or
          (b) the expiration of a period after termination of the Participant's
          Continuous Service that is three months after the end of the period
          during which the exercise of the Option would be in violation of such
          registration or other securities law requirements.
 
     6.10 DISABILITY OF OPTIONHOLDER. Unless otherwise provided in an Option
          Agreement, in the event that an Optionholder's Continuous Service
          terminates as a result of the Optionholder's Disability, the
          Optionholder may exercise his or her Option (to the extent that the
          Optionholder was entitled to exercise such Option as of the date of
          termination), but only within such period of time ending on the
          earlier of (a) the date 12 months following such termination or (b)
          the expiration of the term of the Option as set forth in the Option
          Agreement. If, after termination, the Optionholder does not exercise
          his or her Option within the time specified herein, the Option shall
          terminate.
 
     6.11 DEATH OF OPTIONHOLDER. Unless otherwise provided in an Option
          Agreement, in the event an Optionholder's Continuous Service
          terminates as a result of the Optionholder's death, then the Option
          may be exercised (to the extent the Optionholder was
 
 
                                       B-15
<PAGE>
 
 
          entitled to exercise such Option as of the date of death) by the
          Optionholder's estate, by a person who acquired the right to exercise
          the Option by bequest or inheritance or by a person designated to
          exercise the Option upon the Optionholder's death, but only within the
          period ending on the earlier of (a) the date 12 months following the
          date of death or (b) the expiration of the term of such Option as set
          forth in the Option Agreement. If, after death, the Option is not
          exercised within the time specified herein, the Option shall
          terminate.
 
     6.12 INCENTIVE STOCK OPTION $100,000 LIMITATION. To the extent that the
          aggregate Fair Market Value (determined at the time of grant) of
          Common Stock with respect to which Incentive Stock Options are
          exercisable for the first time by any Optionholder during any calendar
          year (under all plans of the Company and its Affiliates) exceeds
          $100,000, the Options or portions thereof which exceed such limit
          (according to the order in which they were granted) shall be treated
          as Nonstatutory Stock Options.
 
     6.13 EARLY EXERCISE. The Option may, but need not, include a provision
          whereby the Optionholder may elect at any time before the
          Optionholder's Continuous Service terminates to exercise the Option as
          to any part or all of the shares of Common Stock subject to the Option
          prior to the full vesting of the Option. In such case, the shares of
          Common Stock acquired on exercise shall be subject to the vesting
          schedule that otherwise would apply to determine the exercisability of
          the Option. Any unvested shares of Common Stock so purchased may be
          subject to any other restriction the Administrator determines to be
          appropriate.
 
     6.14 RELOAD OPTIONS. At the discretion of the Administrator, the Option may
          include a "reload" feature pursuant to which an Optionholder
          exercising an option by the delivery of a number of shares of Common
          Stock in accordance with SECTION 6.4(B)(I) hereof would automatically
          be granted an additional Option (with an exercise price equal to the
          Fair Market Value of the Common Stock on the date the additional
          Option is granted and with the same expiration date as the original
          Option being exercised, and with such other terms as the Administrator
          may provide) to purchase that number of shares of Common Stock equal
          to the number delivered in a Stock for Stock Exchange of the original
          Option.
 
     6.15 ADDITIONAL REQUIREMENTS UNDER SECTION 409A. Each Option Agreement
          shall include a provision whereby, notwithstanding any provision of
          the Plan or the Option Agreement to the contrary, the Option shall
          satisfy the additional conditions applicable to nonqualified deferred
          compensation under Section 409A of the Code, in accordance with
          SECTION 8 hereof, in the event any Option under this Plan is granted
          with an exercise price less than Fair Market Value of the Common Stock
          subject to the Option on the date the Option is granted (regardless of
          whether or not such exercise price is intentionally or unintentionally
          priced at less than Fair Market Value, or is materially modified at a
          time when the Fair Market Value exceeds the exercise price), or is
          otherwise determined to constitute "nonqualified deferred
          compensation" within the meaning of Section 409A of the Code.
 
7.   PROVISIONS OF AWARDS OTHER THAN OPTIONS.
 
     7.1  RESTRICTED AWARDS. A Restricted Award is an Award of actual shares of
          Common Stock ("RESTRICTED STOCK") or hypothetical Common Stock units
          ("RESTRICTED STOCK UNITS") having a value equal to the Fair Market
          Value of an identical number of shares of
 
 
 
                                       B-16
<PAGE>
 
 
          Common Stock, which may, but need not, provide that such Restricted
          Award may not be sold, assigned, transferred or otherwise disposed of,
          pledged or hypothecated as collateral for a loan or as security for
          the performance of any obligation or for any other purpose for such
          period (the "RESTRICTED PERIOD") as the Administrator shall determine.
          Each Restricted Award shall be in such form and shall contain such
          terms, conditions and Restricted Periods as the Administrator shall
          deem appropriate, including the treatment of dividends or dividend
          equivalents, as the case may be. The Administrator in its discretion
          may provide for an acceleration of the end of the Restricted Period in
          the terms of any Restricted Award, at any time, including in the event
          a Change in Control occurs. The terms and conditions of the Restricted
          Award may change from time to time, and the terms and conditions of
          separate Restricted Awards need not be identical, but each Restricted
          Award shall include (through incorporation of provisions hereof by
          reference in the agreement or otherwise) the substance of each of the
          following provisions:
 
          (a)  PURCHASE PRICE. The purchase price of Restricted Awards, if any,
               shall be determined by the Administrator, and may be stated as
               cash, property or prior services.
 
          (b)  CONSIDERATION. The consideration for Common Stock acquired
               pursuant to the Restricted Award shall be paid either: (i) in
               cash at the time of purchase; or (ii) in any other form of legal
               consideration that may be acceptable to the Administrator in its
               discretion including, without limitation, a recourse promissory
               note, property or a Stock for Stock Exchange, or prior services
               that the Administrator determines have a value at least equal to
               the Fair Market Value of such Common Stock.
 
          (c)  VESTING. Shares of Common Stock acquired under the Restricted
               Award may, but need not, be subject to a Restricted Period that
               specifies a Right of Repurchase in favor of the Company in
               accordance with a vesting schedule to be determined by the
               Administrator, or forfeiture in the event the consideration was
               in the form of services. The Administrator in its discretion may
               provide for an acceleration of vesting in the terms of any
               Restricted Award, at any time, including in the event a Change in
               Control occurs.
 
          (d)  TERMINATION OF PARTICIPANT'S CONTINUOUS SERVICE. Unless otherwise
               provided in a Restricted Award or in an employment agreement the
               terms of which have been approved by the Administrator, in the
               event a Participant's Continuous Service terminates for any
               reason, the Company may exercise its Right of Repurchase or
               otherwise reacquire, or the Participant shall forfeit the
               unvested portion of a Restricted Award acquired in consideration
               of prior or future services, and any or all of the shares of
               Common Stock held by the Participant which have not vested as of
               the date of termination under the terms of the Restricted Award
               shall be forfeited and the Participant shall have no rights with
               respect to the Award.
 
          (e)  TRANSFERABILITY. Rights to acquire shares of Common Stock under
               the Restricted Award shall be transferable by the Participant
               only upon such terms and conditions as are set forth in the Award
               Agreement, as the Administrator shall determine in its
               discretion, so long as Common Stock awarded under the Restricted
               Award remains subject to the terms of the Award Agreement.
 
          (f)  CONCURRENT TAX PAYMENT. The Administrator, in its sole
               discretion, may (but shall not be required to) provide for
               payment of a concurrent cash award in an amount
 
 
 
                                       B-17
<PAGE>
 
 
               equal, in whole or in part, to the estimated after tax amount
               required to satisfy applicable federal, state or local tax
               withholding obligations arising from the receipt and deemed
               vesting of restricted stock for which an election under Section
               83(b) of the Code may be required.
 
          (g)  LAPSE OF RESTRICTIONS. Upon the expiration or termination of the
               Restricted Period and the satisfaction of any other conditions
               prescribed by the Administrator, the restrictions applicable to
               the Restricted Award shall lapse and a stock certificate for the
               number of shares of Common Stock with respect to which the
               restrictions have lapsed shall be delivered, free of any
               restrictions except those that may be imposed by law, the terms
               of the Plan or the terms of a Restricted Award, to the
               Participant or the Participant's beneficiary or estate, as the
               case may be, unless such Restricted Award is subject to a
               deferral condition that complies with the 409A Award requirements
               that may be allowed or required by the Administrator in its sole
               discretion. The Company shall not be required to deliver any
               fractional share of Common Stock but will pay, in lieu thereof,
               the Fair Market Value of such fractional share in cash to the
               Participant or the Participant's beneficiary or estate, as the
               case may be. Unless otherwise subject to a deferral condition
               that complies with the 409A Award requirements, the Common Stock
               certificate shall be issued and delivered and the Participant
               shall be entitled to the beneficial ownership rights of such
               Common Stock not later than (i) the date that is 2-1/2 months
               after the end of the Participant's taxable year for which the
               Restricted Period ends and the Participant has a legally binding
               right to such amounts; (ii) the date that is 2-1/2 months after
               the end of the Company's taxable year for which the Restricted
               Period ends and the Participant has a legally binding right to
               such amounts, whichever is later; or (iii) such earlier date as
               may be necessary to avoid application of Code Section 409A to
               such Award.
 
     7.2  PERFORMANCE AWARDS.
 
          (a)  NATURE OF PERFORMANCE AWARDS. A Performance Award is an Award
               entitling the recipient to acquire shares of Common Stock or
               hypothetical Common Stock units having a value equal to the Fair
               Market Value of an identical number of shares of Common Stock
               that will be settled in the form of shares of Common Stock upon
               the attainment of specified performance goals. The Administrator
               may make Performance Awards independent of or in connection with
               the granting of any other Award under the Plan. Performance
               Awards may be granted under the Plan to any Participant,
               including those who qualify for awards under other performance
               plans of the Company. The Administrator in its sole discretion
               shall determine whether and to whom Performance Awards shall be
               made, the performance goals applicable under each Award, the
               periods during which performance is to be measured, and all other
               limitations and conditions applicable to the awarded shares;
               PROVIDED, HOWEVER, that the Administrator may rely on the
               performance goals and other standards applicable to other
               performance plans of the Company in setting the standards for
               Performance Awards under the Plan. Performance goals shall be
               based on a pre-established objective formula or standard that
               specifies the manner of determining the number of shares under
               the Performance Award that will be granted or will vest if the
               performance goal is attained. Performance goals will be
               determined by the Administrator prior to the time 25% of the
               service period has elapsed and may be based on one or more
               business criteria that apply to a Participant, a business unit or
               the Company and its Affiliates. Such business criteria may
               include, by way of example and without limitation, revenue,
               earnings before interest, taxes, depreciation and amortization
               (EBITDA), funds from operations, funds from operations per share,
               operating income, pre-tax or after-tax income, cash
 
 
 
                                       B-18
<PAGE>
 
 
               available for distribution, cash available for distribution per
               share, net earnings, earnings per share, return on equity, return
               on assets, return on capital, economic value added, share price
               performance, improvements in the Company's attainment of expense
               levels, and implementing or completion of critical projects, or
               improvement in cash-flow (before or after tax). A performance
               goal may be measured over a performance period on a periodic,
               annual, cumulative or average basis and may be established on a
               corporate-wide basis or established with respect to one or more
               operating units, divisions, subsidiaries, acquired businesses,
               minority investments, partnerships or joint ventures. More than
               one performance goal may be incorporated in a performance
               objective, in which case achievement with respect to each
               performance goal may be assessed individually or in combination
               with each other. The Administrator may, in connection with the
               establishment of performance goals for a performance period,
               establish a matrix setting forth the relationship between
               performance on two or more performance goals and the amount of
               the Performance Award payable for that performance period. The
               level or levels of performance specified with respect to a
               performance goal may be established in absolute terms, as
               objectives relative to performance in prior periods, as an
               objective compared to the performance of one or more comparable
               companies or an index covering multiple companies, or otherwise
               as the Administrator may determine. Performance goals shall be
               objective and, if the Company is publicly traded, shall otherwise
               meet the requirements of Section 162(m) of the Code. Performance
               goals may differ for Performance Awards granted to any one
               Participant or to different Participants. A Performance Award to
               a Participant who is a Covered Employee shall (unless the
               Administrator determines otherwise) provide that in the event of
               the Participant's termination of Continuous Service prior to the
               end of the performance period for any reason, such Award will be
               payable only (i) if the applicable performance objectives are
               achieved and (ii) to the extent, if any, the Administrator shall
               determine. Such objective performance goals are not required to
               be based on increases in a specific business criteria, but may be
               based on maintaining the status quo or limiting economic losses.
 
          (b)  RESTRICTIONS ON TRANSFER. Performance Awards and all rights with
               respect to such Performance Awards may not be sold, assigned,
               transferred, pledged or otherwise encumbered.
 
          (c)  RIGHTS AS A STOCKHOLDER. A Participant receiving a Performance
               Award that is denominated in shares of Common Stock or
               hypothetical Common Stock units shall have the rights of a
               stockholder only as to shares actually received by the
               Participant under the Plan and not with respect to shares subject
               to the Award but not actually received by the Participant. A
               Participant shall be entitled to receive a stock certificate
               evidencing the acquisition of shares of Common Stock under a
               Performance Award only upon satisfaction of all conditions
               specified in the written instrument evidencing the Performance
               Award (or in a performance plan adopted by the Administrator).
               The Common Stock certificate shall be issued and delivered and
               the Participant shall be entitled to the beneficial ownership
               rights of such Common Stock not later than (i) the date that is
               2-1/2 months after the end of the Participant's taxable year for
               which the Administrator certifies that the Performance Award
               conditions have been satisfied and the Participant has a legally
               binding right to such amounts; (ii) the date that is 2-1/2 months
               after the end of the Company's taxable year for which the
               Administrator certifies that the Performance Award conditions
               have been satisfied and the Participant has a legally binding
               right to such amounts, whichever is later; or (iii) such other
               date as may be necessary to avoid application of Section 409A to
               such Awards.
 
 
                                       B-19
<PAGE>
 
 
 
          (d)  TERMINATION. Except as may otherwise be provided by the
               Administrator at any time, a Participant's rights in all
               Performance Awards shall automatically terminate upon the
               Participant's termination of employment (or business
               relationship) with the Company and its Affiliates for any reason.
 
          (e)  ACCELERATION, WAIVER, ETC. At any time prior to the Participant's
               termination of employment (or other business relationship) by the
               Company and its Affiliates, the Administrator may in its sole
               discretion accelerate, waive or, subject to SECTION 13, amend any
               or all of the goals, restrictions or conditions imposed under any
               Performance Award. The Administrator in its discretion may
               provide for an acceleration of vesting in the terms of any
               Performance Award at any time, including in the event a Change in
               Control occurs.
 
          (f)  CERTIFICATION. Following the completion of each performance
               period, the Administrator shall certify in writing, in accordance
               with the requirements of Section 162(m) of the Code, whether the
               performance objectives and other material terms of a Performance
               Award have been achieved or met. Unless the Administrator
               determines otherwise, Performance Awards shall not be settled
               until the Administrator has made the certification specified
               under this SECTION 7.2(F).
 
     7.3  STOCK APPRECIATION RIGHTS.
 
          (a)  GENERAL. Stock Appreciation Rights may be granted either alone
               ("FREE STANDING RIGHTS") or, provided the requirements of SECTION
               7.3(B) are satisfied, in tandem with all or part of any Option
               granted under the Plan ("RELATED RIGHTS"). In the case of a
               Nonstatutory Stock Option, Related Rights may be granted either
               at or after the time of the grant of such Option. In the case of
               an Incentive Stock Option, Related Rights may be granted only at
               the time of the grant of the Incentive Stock Option.
 
          (b)  GRANT REQUIREMENTS. A Stock Appreciation Right may only be
               granted if the Stock Appreciation Right: (i) does not provide for
               the deferral of compensation within the meaning of Section 409A
               of the Code; or (ii) satisfies the requirements of SECTION 7.3(H)
               and SECTION 8 hereof. A Stock Appreciation Right does not provide
               for a deferral of compensation if: (A) the value of the Common
               Stock the excess over which the right provides for payment upon
               exercise (the "SAR EXERCISE PRICE") may never be less than the
               Fair Market Value of the underlying Common Stock on the date the
               right is granted, (B) the compensation payable under the Stock
               Appreciation Right can never be greater than the difference
               between the SAR exercise price and the Fair Market Value of the
               Common Stock on the date the Stock Appreciation Right is
               exercised, (C) the number of shares of Common Stock subject to
               the Stock Appreciation Right must be fixed on the date of grant
               of the Stock Appreciation Right, and (D) the right does not
               include any feature for the deferral of compensation other than
               the deferral of recognition of income until the exercise of the
               right.
 
          (c)  EXERCISE AND PAYMENT. Upon exercise thereof, the holder of a
               Stock Appreciation Right shall be entitled to receive from the
               Company, an amount equal to the product of (i) the excess of the
               Fair Market Value, on the date of such written request, of one
               share of Common Stock over the SAR exercise price per share
               specified in such Stock Appreciation Right or its related Option,
               multiplied by (ii) the number of shares for which such
 
 
                                       B-20
<PAGE>
 
 
               Stock Appreciation Right shall be exercised. Payment with respect
               to the exercise of a Stock Appreciation Right that satisfies the
               requirements of SECTION 7.3(B)(I) shall be paid on the date of
               exercise and made in shares of Common Stock (with or without
               restrictions as to substantial risk of forfeiture and
               transferability, as determined by the Administrator in its sole
               discretion), valued at Fair Market Value on the date of exercise.
               Payment with respect to the exercise of a Stock Appreciation
               Right that does not satisfy the requirements of SECTION 7.3(B)(I)
               shall be paid at the time specified in the Award in accordance
               with the provisions of SECTION 7.3(H) and SECTION 8. Payment may
               be made in the form of shares of Common Stock (with or without
               restrictions as to substantial risk of forfeiture and
               transferability, as determined by the Administrator in its sole
               discretion), cash or a combination thereof, as determined by the
               Administrator.
 
          (d)  EXERCISE PRICE. The exercise price of a Free Standing Stock
               Appreciation Right shall be determined by the Administrator, but
               shall not be less than 100% of the Fair Market Value of one share
               of Common Stock on the Date of Grant of such Stock Appreciation
               Right. A Related Right granted simultaneously with or subsequent
               to the grant of an Option and in conjunction therewith or in the
               alternative thereto shall have the same exercise price as the
               related Option, shall be transferable only upon the same terms
               and conditions as the related Option, and shall be exercisable
               only to the same extent as the related Option; PROVIDED, HOWEVER,
               that a Stock Appreciation Right, by its terms, shall be
               exercisable only when the Fair Market Value per share of Common
               Stock subject to the Stock Appreciation Right and related Option
               exceeds the exercise price per share thereof and no Stock
               Appreciation Rights may be granted in tandem with an Option
               unless the Administrator determines that the requirements of
               SECTION 7.3(B)(I) are satisfied.
 
          (e)  REDUCTION IN THE UNDERLYING OPTION SHARES. Upon any exercise of a
               Stock Appreciation Right, the number of shares of Common Stock
               for which any related Option shall be exercisable shall be
               reduced by the number of shares for which the Stock Appreciation
               Right shall have been exercised. The number of shares of Common
               Stock for which a Stock Appreciation Right shall be exercisable
               shall be reduced upon any exercise of any related Option by the
               number of shares of Common Stock for which such Option shall have
               been exercised.
 
          (f)  WRITTEN REQUEST. Unless otherwise determined by the Administrator
               in its sole discretion and only if permitted in the Stock
               Appreciation Right's Award Agreement, any exercise of a Stock
               Appreciation Right for cash, may be made only by a written
               request filed with the Corporate Secretary of the Company during
               the period beginning on the third business day following the date
               of release for publication by the Company of quarterly or annual
               summary statements of earnings and ending on the twelfth business
               day following such date. Within 30 days of the receipt by the
               Company of a written request to receive cash in full or partial
               settlement of a Stock Appreciation Right or to exercise such
               Stock Appreciation Right for cash, the Administrator shall, in
               its sole discretion, either consent to or disapprove, in whole or
               in part, such written request. A written request to receive cash
               in full or partial settlement of a Stock Appreciation Right or to
               exercise a Stock Appreciation Right for cash may provide that, in
               the event the Administrator shall disapprove such written
               request, such written request shall be deemed to be an exercise
               of such Stock Appreciation Right for shares of Common Stock.
 
 
                                       B-21
<PAGE>
 
 
          (g)  DISAPPROVAL BY ADMINISTRATOR. If the Administrator disapproves in
               whole or in part any election by a Participant to receive cash in
               full or partial settlement of a Stock Appreciation Right or to
               exercise such Stock Appreciation Right for cash, such disapproval
               shall not affect such Participant's right to exercise such Stock
               Appreciation Right at a later date, to the extent that such Stock
               Appreciation Right shall be otherwise exercisable, or to elect
               the form of payment at a later date, provided that an election to
               receive cash upon such later exercise shall be subject to the
               approval of the Administrator. Additionally, such disapproval
               shall not affect such Participant's right to exercise any related
               Option.
 
          (h)  ADDITIONAL REQUIREMENTS UNDER SECTION 409A. A Stock Appreciation
               Right that is not intended to or fails to satisfy the
               requirements of SECTION 7.3(B)(I) shall satisfy the requirements
               of this SECTION 7.3(H) and the additional conditions applicable
               to nonqualified deferred compensation under Section 409A of the
               Code, in accordance with SECTION 8 hereof. The requirements
               herein shall apply in the event any Stock Appreciation Right
               under this Plan is granted with an SAR exercise price less than
               Fair Market Value of the Common Stock underlying the Award on the
               date the Stock Appreciation Right is granted (regardless of
               whether or not such SAR exercise price is intentionally or
               unintentionally priced at less than Fair Market Value, or is
               materially modified at a time when the Fair Market Value exceeds
               the SAR exercise price), provides that it is settled in cash, or
               is otherwise determined to constitute "nonqualified deferred
               compensation" within the meaning of Section 409A of the Code. Any
               such Stock Appreciation Right may provide that it is exercisable
               at any time permitted under the governing written instrument, but
               such exercise shall be limited to fixing the measurement of the
               amount, if any, by which the Fair Market Value of a share of
               Common Stock on the date of exercise exceeds the SAR exercise
               price (the "SAR AMOUNT"). However, once the Stock Appreciation
               Right is exercised, the SAR Amount may only be paid on the fixed
               time, payment schedule or other event specified in the governing
               written instrument or in SECTION 8.1 hereof.
 
8.   ADDITIONAL CONDITIONS APPLICABLE TO NONQUALIFIED DEFERRED COMPENSATION
     UNDER SECTION 409A OF THE CODE.
 
     In the event any Award under this Plan is granted with an exercise price
less than Fair Market Value of the Common Stock subject to the Award on the Date
of Grant (regardless of whether or not such exercise price is intentionally or
unintentionally priced at less than Fair Market Value, or such Award is
materially modified and deemed a new Award at a time when the Fair Market Value
exceeds the exercise price), or is otherwise determined to constitute a 409A
Award, the following additional conditions shall apply and shall supersede any
contrary provisions of this Plan or the terms of any 409A Award agreement.
 
     8.1  EXERCISE AND DISTRIBUTION. No 409A Award shall be exercisable or
          distributable earlier than upon one of the following:
 
          (a)  SPECIFIED TIME. A specified time or a fixed schedule set forth in
               the written instrument evidencing the 409A Award, but not later
               than after the expiration of 10 years from the Date of Grant. If
               the written grant instrument does not specify a fixed time or
               schedule, such time shall be the date that is the fifth
               anniversary of the Date of Grant.
 
 
 
                                       B-22
<PAGE>
 
 
          (b)  SEPARATION FROM SERVICE. Separation from service (within the
               meaning of Section 409A of the Code) by the 409A Award recipient;
               PROVIDED, HOWEVER, if the 409A Award recipient is a "key
               employee" (as defined in Section 416(i) of the Code without
               regard to paragraph (5) thereof) and any of the Company's stock
               is publicly traded on an established securities market or
               otherwise, exercise or distribution under this SECTION 8.1(B) may
               not be made before the date which is six months after the date of
               separation from service.
 
          (c)  DEATH. The date of death of the 409A Award recipient.
 
          (d)  DISABILITY. The date the 409A Award recipient becomes disabled
               (within the meaning of SECTION 8.4(B) hereof).
 
          (e)  UNFORESEEABLE EMERGENCY. The occurrence of an unforeseeable
               emergency (within the meaning of SECTION 8.4(C) hereof), but only
               if the net value (after payment of the exercise price) of the
               number of shares of Common Stock that become issuable does not
               exceed the amounts necessary to satisfy such emergency plus
               amounts necessary to pay taxes reasonably anticipated as a result
               of the exercise, after taking into account the extent to which
               the emergency is or may be relieved through reimbursement or
               compensation by insurance or otherwise or by liquidation of the
               Participant's other assets (to the extent such liquidation would
               not itself cause severe financial hardship).
 
          (f)  CHANGE IN CONTROL EVENT. The occurrence of a Change in Control
               Event (within the meaning of SECTION 8.4(A) hereof), including
               the Company's discretionary exercise of the right to accelerate
               vesting of such Award upon a Change in Control Event or to
               terminate the Plan or any 409A Award granted hereunder within 12
               months of the Change in Control Event.
 
     8.2  TERM. Notwithstanding anything to the contrary in this Plan or the
          terms of any 409A Award agreement, the term of any 409A Award shall
          expire and such Award shall no longer be exercisable on the date that
          is the later of: (a) 2-1/2 months after the end of the Company's
          taxable year in which the 409A Award first becomes exercisable or
          distributable pursuant to SECTION 8 hereof and is not subject to a
          substantial risk of forfeiture; or (b) 2-1/2 months after the end of
          the 409A Award recipient's taxable year in which the 409A Award first
          becomes exercisable or distributable pursuant to SECTION 8 hereof and
          is not subject to a substantial risk of forfeiture, but not later than
          the earlier of (i) the expiration of 10 years from the date the 409A
          Award was granted, or (ii) the term specified in the 409A Award
          agreement.
 
     8.3  NO ACCELERATION. A 409A Award may not be accelerated or exercised
          prior to the time specified in SECTION 8 hereof, except in the case of
          one of the following events:
 
          (a)  DOMESTIC RELATIONS ORDER. The 409A Award may permit the
               acceleration of the exercise or distribution time or schedule to
               an individual other than the Participant as may be necessary to
               comply with the terms of a domestic relations order (as defined
               in Section 414(p)(1)(B) of the Code).
 
          (b)  CONFLICTS OF INTEREST. The 409A Award may permit the acceleration
               of the exercise or distribution time or schedule as may be
               necessary to comply with the terms of a certificate of
               divestiture (as defined in Section 1043(b)(2) of the Code).
 
 
                                       B-23
<PAGE>
 
 
 
          (c)  CHANGE IN CONTROL EVENT. The Administrator may exercise the
               discretionary right to accelerate the vesting of such 409A Award
               upon a Change in Control Event or to terminate the Plan or any
               409A Award granted thereunder within 12 months of the Change in
               Control Event and cancel the 409A Award for compensation. In
               addition, the Administrator may exercise the discretionary right
               to accelerate the vesting of such 409A Award provided that such
               acceleration does not change the time or schedule of payment of
               such Award and otherwise satisfies the requirements of this
               SECTION 8 and the requirements of Section 409A of the Code.
 
     8.4  DEFINITIONS. Solely for purposes of this SECTION 8 and not for other
          purposes of the Plan, the following terms shall be defined as set
          forth below:
 
          (a)  "CHANGE IN CONTROL EVENT" means the occurrence of a change in the
               ownership of the Company, a change in effective control of the
               Company, or a change in the ownership of a substantial portion of
               the assets of the Company (as defined in Proposed Regulations ss.
               1.409A-3(g)(5) and any subsequent guidance interpreting Code
               Section 409A). For example, a Change in Control Event will occur
               if:
 
               (i)  a person or more than one person acting as a group:
 
                    (A)  acquires ownership of stock that brings such person's
                         or group's total ownership in excess of 50% of the
                         outstanding stock of the Company; or
 
                    (B)  acquires ownership of 35% or more of the total voting
                         power of the Company within a 12 month period; or
 
               (ii) acquires ownership of assets from the Company equal to 40%
                    or more of the total value of the Company within a 12 month
                    period.
 
          (b)  "DISABLED" means a Participant (i) is unable to engage in any
               substantial gainful activity by reason of any medically
               determinable physical or mental impairment which can be expected
               to result in death or can be expected to last for a continuous
               period of not less than 12 months, or (ii) is, by reason of any
               medically determinable physical or mental impairment which can be
               expected to result in death or can be expected to last for a
               continuous period of not less than 12 months, receiving income
               replacement benefits for a period of not less than three months
               under an accident and health plan covering Employees.
 
          (c)  "UNFORESEEABLE EMERGENCY" means a severe financial hardship to
               the Participant resulting from an illness or accident of the
               Participant, the Participant's spouse, or a dependent (as defined
               in Section 152(a) of the Code) of the Participant, loss of the
               Participant's property due to casualty, or similar extraordinary
               and unforeseeable circumstances arising as a result of events
               beyond the control of the Participant.
 
9.       COVENANTS OF THE COMPANY.
 
     9.1  AVAILABILITY OF SHARES. During the terms of the Awards, the Company
          shall keep available at all times the number of shares of Common Stock
          required to satisfy such Awards.
 
                                       B-24
<PAGE>
 
 
 
     9.2  SECURITIES LAW COMPLIANCE. Each Option Agreement and Award Agreement
          shall provide that no shares of Common Stock shall be purchased or
          sold thereunder unless and until (a) any then applicable requirements
          of state or federal laws and regulatory agencies shall have been fully
          complied with to the satisfaction of the Company and its counsel and
          (b) if required to do so by the Company, the Participant shall have
          executed and delivered to the Company a letter of investment intent in
          such form and containing such provisions as the Administrator may
          require. The Company shall use reasonable efforts to seek to obtain
          from each regulatory commission or agency having jurisdiction over the
          Plan such authority as may be required to grant Awards and to issue
          and sell shares of Common Stock upon exercise of the Awards; PROVIDED,
          HOWEVER, that this undertaking shall not require the Company to
          register under the Securities Act the Plan, any Award or any Common
          Stock issued or issuable pursuant to any such Award. If, after
          reasonable efforts, the Company is unable to obtain from any such
          regulatory commission or agency the authority which counsel for the
          Company deems necessary for the lawful issuance and sale of Common
          Stock under the Plan, the Company shall be relieved from any liability
          for failure to issue and sell Common Stock upon exercise of such
          Awards unless and until such authority is obtained.
 
10.  USE OF PROCEEDS FROM STOCK.
 
     Proceeds from the sale of Common Stock pursuant to Awards shall constitute
general funds of the Company.
 
11.  MISCELLANEOUS.
 
     11.1 ACCELERATION OF EXERCISABILITY AND VESTING. The Administrator shall
          have the power to accelerate the time at which an Award may first be
          exercised or the time during which an Award or any part thereof will
          vest in accordance with the Plan, notwithstanding the provisions in
          the Award stating the time at which it may first be exercised or the
          time during which it will vest.
 
     11.2 STOCKHOLDER RIGHTS. No Participant shall be deemed to be the holder
          of, or to have any of the rights of a holder with respect to, any
          shares of Common Stock subject to such Award unless and until such
          Participant has satisfied all requirements for exercise of the Award
          pursuant to its terms and no adjustment shall be made for dividends
          (ordinary or extraordinary, whether in cash, securities or other
          property) or distributions of other rights for which the record date
          is prior to the date such Common Stock certificate is issued, except
          as provided in SECTION 12.1 hereof.
 
     11.3 NO EMPLOYMENT OR OTHER SERVICE RIGHTS. Nothing in the Plan or any
          instrument executed or Award granted pursuant thereto shall confer
          upon any Participant any right to continue to serve the Company or an
          Affiliate in the capacity in effect at the time the Award was granted
          or shall affect the right of the Company or an Affiliate to terminate
          (a) the employment of an Employee with or without notice and with or
          without Cause, (b) the service of a Consultant pursuant to the terms
          of such Consultant's agreement with the Company or an Affiliate or (c)
          the service of a Director pursuant to the Bylaws of the Company or an
          Affiliate, and any applicable provisions of the corporate law of the
          state in which the Company or the Affiliate is incorporated, as the
          case may be.
 
 
 
                                       B-25
<PAGE>
 
 
     11.4 TRANSFER, APPROVED LEAVE OF ABSENCE. For purposes of the Plan, no
          termination of employment by an Employee shall be deemed to result
          from either (a) a transfer to the employment of the Company from an
          Affiliate or from the Company to an Affiliate, or from one Affiliate
          to another; or (b) an approved leave of absence for military service
          or sickness, or for any other purpose approved by the Company, if the
          Employee's right to re-employment is guaranteed either by a statute or
          by contract or under the policy pursuant to which the leave of absence
          was granted or if the Administrator otherwise so provides in writing.
 
     11.5 INVESTMENT ASSURANCES. The Company may require a Participant, as a
          condition of exercising or acquiring Common Stock under any Award, (a)
          to give written assurances satisfactory to the Company as to the
          Participant's knowledge and experience in financial and business
          matters and/or to employ a purchaser representative reasonably
          satisfactory to the Company who is knowledgeable and experienced in
          financial and business matters and that he or she is capable of
          evaluating, alone or together with the purchaser representative, the
          merits and risks of exercising the Award; and (b) to give written
          assurances satisfactory to the Company stating that the Participant is
          acquiring Common Stock subject to the Award for the Participant's own
          account and not with any present intention of selling or otherwise
          distributing the Common Stock. The foregoing requirements, and any
          assurances given pursuant to such requirements, shall be inoperative
          if (i) the issuance of the shares of Common Stock upon the exercise or
          acquisition of Common Stock under the Award has been registered under
          a then currently effective registration statement under the Securities
          Act or (ii) as to any particular requirement, a determination is made
          by counsel for the Company that such requirement need not be met in
          the circumstances under the then applicable securities laws. The
          Company may, upon advice of counsel to the Company, place legends on
          stock certificates issued under the Plan as such counsel deems
          necessary or appropriate in order to comply with applicable securities
          laws, including, but not limited to, legends restricting the transfer
          of the Common Stock.
 
     11.6 WITHHOLDING OBLIGATIONS. To the extent provided by the terms of an
          Award Agreement and subject to the discretion of the Administrator,
          the Participant may satisfy any federal, state or local tax
          withholding obligation relating to the exercise or acquisition of
          Common Stock under an Award by any of the following means (in addition
          to the Company's right to withhold from any compensation paid to the
          Participant by the Company) or by a combination of such means: (a)
          tendering a cash payment; (b) authorizing the Company to withhold
          shares of Common Stock from the shares of Common Stock otherwise
          issuable to the Participant as a result of the exercise or acquisition
          of Common Stock under the Award, PROVIDED, HOWEVER, that no shares of
          Common Stock are withheld with a value exceeding the minimum amount of
          tax required to be withheld by law; (c) delivering to the Company
          previously owned and unencumbered shares of Common Stock of the
          Company or (d) by execution of a recourse promissory note by a
          Participant who is not a Director or executive officer. Unless
          otherwise provided in the terms of an Option Agreement, payment of the
          tax withholding by a Participant who is an officer, director or other
          "insider" subject to Section 16(b) of the Exchange Act by delivering
          previously owned and unencumbered shares of Common Stock of the
          Company or in the form of share withholding is subject to pre-approval
          by the Administrator, in its sole discretion. Any such pre-approval
          shall be documented in a manner that complies with the specificity
          requirements of Rule 16b-3, including the name of the Participant
          involved in the transaction, the nature of the transaction, the number
          of shares to be
 
 
                                       B-26
<PAGE>
 
 
          acquired or disposed of by the Participant and the material terms of
          the Options involved in the transaction.
 
     11.7 RIGHT OF REPURCHASE. Each Award Agreement may provide that, following
          a termination of the Participant's Continuous Service, the Company may
          repurchase the Participant's unvested Common Stock acquired under the
          Plan as provided in this SECTION 11.7 (the "RIGHT OF REPURCHASE"). The
          Right of Repurchase for unvested Common Stock shall be exercisable at
          a price equal to the lesser of the purchase price at which such Common
          Stock was acquired under the Plan or the Fair Market Value of such
          Common Stock (if an Award is granted solely in consideration of past
          services without payment of any additional consideration, the unvested
          Common Stock shall be forfeited without any repurchase). The Award
          Agreement may specify the period of time following a termination of
          the Participant's Continuous Service during which the Right of
          Repurchase may be exercised.
 
12.  ADJUSTMENTS UPON CHANGES IN STOCK.
 
     12.1 CAPITALIZATION ADJUSTMENTS. If any change is made in the Common Stock
          subject to the Plan, or subject to any Award, without the receipt of
          consideration by the Company (through merger, consolidation,
          reorganization, recapitalization, reincorporation, stock dividend,
          dividend in property other than cash, stock split, liquidating
          dividend, combination of shares, exchange of shares, change in
          corporate structure or other transaction not involving the receipt of
          consideration by the Company), then (a) the aggregate number of shares
          of Common Stock or class of shares which may be purchased pursuant to
          Awards granted hereunder; (b) the aggregate number of shares of Common
          Stock or class of shares which may be purchased pursuant to Incentive
          Stock Options granted hereunder; (c) the number and/or class of shares
          of Common Stock covered by outstanding Options and Awards; (d) the
          maximum number of shares of Common Stock with respect to which Options
          may be granted to any single Optionholder during any calendar year;
          and (e) the exercise price of any Option in effect prior to such
          change shall be proportionately adjusted by the Administrator to
          reflect any increase or decrease in the number of issued shares of
          Common Stock or change in the Fair Market Value of such Common Stock
          resulting from such transaction; PROVIDED, HOWEVER, that any
          fractional shares resulting from the adjustment shall be eliminated.
          The Administrator shall make such adjustments, and its determination
          shall be final, binding and conclusive. The conversion of any
          securities of the Company that are by their terms convertible shall
          not be treated as a transaction "without receipt of consideration" by
          the Company.
 
     12.2 DISSOLUTION OR LIQUIDATION. In the event of a dissolution or
          liquidation of the Company, then all outstanding Awards shall
          terminate immediately prior to such event.
 
     12.3 CHANGE IN CONTROL - ASSET SALE, MERGER, CONSOLIDATION OR REVERSE
          MERGER. In the event of a Change in Control, a dissolution or
          liquidation of the Company, or any corporate separation or division,
          including, but not limited to, a split-up, a split-off or a spin-off,
          or a sale of substantially all of the assets of the Company; a merger
          or consolidation in which the Company is not the Surviving Entity; or
          a reverse merger in which the Company is the Surviving Entity, but the
          shares of Common Stock outstanding immediately preceding the merger
          are converted by virtue of the merger into other property, whether in
          the form of securities, cash or otherwise, then the Company, to the
          extent permitted by applicable law, but otherwise in the sole
 
 
                                       B-27
<PAGE>
 
 
          discretion of the Administrator may provide for: (a) the continuation
          of outstanding Awards by the Company (if the Company is the Surviving
          Entity); (b) the assumption of the Plan and such outstanding Awards by
          the Surviving Entity or its parent; (c) the substitution by the
          Surviving Entity or its parent of Awards with substantially the same
          terms (including an award to acquire the same consideration paid to
          the stockholders in the transaction described in this SECTION 12.3)
          for such outstanding Awards and, if appropriate, subject to the
          equitable adjustment provisions of SECTION 12.1 hereof; (d) the
          cancellation of such outstanding Awards in consideration for a payment
          (in the form of stock or cash) equal in value to the Fair Market Value
          of vested Awards, or in the case of an Option, the difference between
          the Fair Market Value and the exercise price for all shares of Common
          Stock subject to exercise (I.E., to the extent vested) under any
          outstanding Option; or (e) the cancellation of such outstanding Awards
          without payment of any consideration. If such Awards would be canceled
          without consideration for vested Awards, the Participant shall have
          the right, exercisable during the later of the 10-day period ending on
          the fifth day prior to such merger or consolidation or 10 days after
          the Administrator provides the Award holder a notice of cancellation,
          to exercise such Awards in whole or in part without regard to any
          installment exercise provisions in the Option Agreement.
 
13.      AMENDMENT OF THE PLAN AND AWARDS.
 
     13.1 AMENDMENT OF PLAN. The Board at any time, and from time to time, may
          amend or terminate the Plan. However, except as provided in SECTION
          12.1 relating to adjustments upon changes in Common Stock, no
          amendment shall be effective unless approved by the stockholders of
          the Company to the extent stockholder approval is necessary to satisfy
          any applicable law or any Nasdaq or securities exchange listing
          requirements. At the time of such amendment, the Board shall
          determine, upon advice from counsel, whether such amendment will be
          contingent on stockholder approval.
 
     13.2 STOCKHOLDER APPROVAL. The Board may, in its sole discretion, submit
          any other amendment to the Plan for stockholder approval, including,
          but not limited to, amendments to the Plan intended to satisfy the
          requirements of Section 162(m) of the Code and the regulations
          thereunder regarding the exclusion of performance-based compensation
          from the limit on corporate deductibility of compensation paid to
          certain executive officers.
 
     13.3 CONTEMPLATED AMENDMENTS. It is expressly contemplated that the Board
          may amend the Plan in any respect the Board deems necessary or
          advisable to provide eligible Employees with the maximum benefits
          provided or to be provided under the provisions of the Code and the
          regulations promulgated thereunder relating to Incentive Stock Options
          or to the nonqualified deferred compensation provisions of Section
          409A of the Code and/or to bring the Plan and/or Awards granted under
          it into compliance therewith.
 
     13.4 NO IMPAIRMENT OF RIGHTS. Rights under any Award granted before
          amendment of the Plan shall not be impaired by any amendment of the
          Plan unless (a) the Company requests the consent of the Participant
          and (b) the Participant consents in writing. However, a cancellation
          of an Award where the Participant receives a payment equal in value to
          the Fair Market Value of the vested Award or, in the case of vested
          Options, the difference between the Fair Market Value and the exercise
          price, shall not be an impairment of the Participant's rights that
          requires consent of the Participant.
 
 
 
                                       B-28
<PAGE>
 
 
     13.5 AMENDMENT OF AWARDS. The Administrator at any time, and from time to
          time, may amend the terms of any one or more Awards; PROVIDED,
          HOWEVER, that the Administrator may not effect any amendment which
          would otherwise constitute an impairment of the rights under any Award
          unless (a) the Company requests the consent of the Participant and (b)
          the Participant consents in writing. For the avoidance of doubt, the
          cancellation of a vested Award where the Participant receives a
          payment equal in value to the Fair Market Value of the vested Award
          or, in the case of vested Options, the difference between the Fair
          Market Value of the Common Stock underlying the Option and the
          aggregate exercise price, shall not be an impairment of the
          Participant's rights that requires consent of the Participant.
 
14.  GENERAL PROVISIONS.
 
     14.1 OTHER COMPENSATION ARRANGEMENTS. Nothing contained in this Plan shall
          prevent the Board from adopting other or additional compensation
          arrangements, subject to stockholder approval if such approval is
          required; and such arrangements may be either generally applicable or
          applicable only in specific cases.
 
     14.2 RECAPITALIZATIONS. Each Option Agreement and Award Agreement shall
          contain provisions required to reflect the provisions of SECTION 12.1.
 
     14.3 DELIVERY. Upon exercise of a right granted under this Plan, the
          Company shall issue Common Stock or pay any amounts due within a
          reasonable period of time thereafter. Subject to any statutory or
          regulatory obligations the Company may otherwise have, for purposes of
          this Plan, 30 days shall be considered a reasonable period of time.
 
     14.4 OTHER PROVISIONS. The Option Agreements and Award Agreements
          authorized under the Plan may contain such other provisions not
          inconsistent with this Plan, including, without limitation,
          restrictions upon the exercise of the Awards, as the Administrator may
          deem advisable.
 
     14.5 CANCELLATION AND RESCISSION OF AWARDS FOR DETRIMENTAL ACTIVITY.
 
          (a)  Upon exercise, payment or delivery pursuant to an Award, the
               Participant shall certify in a manner acceptable to the Company
               that the Participant has not engaged in any Detrimental Activity
               described in SECTION 2.19.
 
          (b)  Unless the Award Agreement specifies otherwise, the Administrator
               may cancel, rescind, suspend, withhold or otherwise limit or
               restrict any unexpired, unpaid or deferred Awards at any time if
               the Participant engages in any Detrimental Activity described in
               SECTION 2.19.
 
          (c)  In the event a Participant engages in Detrimental Activity
               described in SECTION 2.19 after any exercise, payment or delivery
               pursuant to an Award, during any period for which any restrictive
               covenant prohibiting such activity is applicable to the
               Participant, such exercise, payment or delivery may be rescinded
               within one year thereafter. In the event of any such rescission,
               the Participant shall pay to the Company the amount of any gain
               realized or payment received as a result of the exercise, payment
               or delivery, in such manner and on such terms and conditions as
               may be required by the Company. The Company shall be
 
 
                                       B-29
<PAGE>
 
 
               entitled to set-off against the amount of any such gain any
               amount owed to the Participant by the Company.
 
     14.6 DISQUALIFYING DISPOSITIONS. Any Participant who shall make a
          "disposition" (as defined in Section 424 of the Code) of all or any
          portion of shares of Common Stock acquired upon exercise of an
          Incentive Stock Option within two years from the Date of Grant of such
          Incentive Stock Option or within one year after the issuance of the
          shares of Common Stock acquired upon exercise of such Incentive Stock
          Option shall be required to immediately advise the Company in writing
          as to the occurrence of the sale and the price realized upon the sale
          of such shares of Common Stock.
 
15.  MARKET STAND-OFF.
 
     Each Option Agreement and Award Agreement shall provide that, in connection
with any underwritten public offering by the Company of its equity securities
pursuant to an effective registration statement filed under the Securities Act,
the Participant shall agree not to sell, make any short sale of, loan,
hypothecate, pledge, grant any option for the repurchase of, transfer the
economic consequences of ownership or otherwise dispose or transfer for value or
otherwise agree to engage in any of the foregoing transactions with respect to
any Common Stock without the prior written consent of the Company or its
underwriters, for such period of time from and after the effective date of such
registration statement as may be requested by the Company or such underwriters
(the "MARKET STAND-OFF"). In order to enforce the Market Stand-Off, the Company
may impose stop-transfer instructions with respect to the shares of Common Stock
acquired under this Plan until the end of the applicable stand-off period. If
there is any change in the number of outstanding shares of Common Stock by
reason of a stock split, reverse stock split, stock dividend, recapitalization,
combination, reclassification, dissolution or liquidation of the Company, any
corporate separation or division (including, but not limited to, a split-up, a
split-off or a spin-off), a merger or consolidation; a reverse merger or similar
transaction, then any new, substituted or additional securities which are by
reason of such transaction distributed with respect to any shares of Common
Stock subject to the Market Stand-Off, or into which such shares of Common Stock
thereby become convertible, shall immediately be subject to the Market
Stand-Off.
 
16.  EFFECTIVE DATE OF PLAN.
 
     The Plan shall become effective as of the Effective Date, but no Award
shall be exercised (or, in the case of a stock Award, shall be granted) unless
and until the Plan has been approved by the stockholders of the Company, which
approval shall be within twelve (12) months before or after the date the Plan is
adopted by the Board.
 
17.  TERMINATION OR SUSPENSION OF THE PLAN.
 
     The Plan shall terminate automatically on the day before the 10th
anniversary of the Effective Date. No Award shall be granted pursuant to the
Plan after such date, but Awards theretofore granted may extend beyond that
date. The Board may suspend or terminate the Plan at any earlier date pursuant
to SECTION 13.1 hereof. No Awards may be granted under the Plan while the Plan
is suspended or after it is terminated.
 
 
 
                                       B-30
<PAGE>
 
 
18.  CHOICE OF LAW.
 
     The law of the State of Delaware shall govern all questions concerning the
construction, validity and interpretation of this Plan, without regard to such
state's conflict of law rules.
 
19.  EXECUTION.
 
     To record the adoption of the Plan by the Board, the Company has caused its
authorized officer to execute the Plan as of the date specified below.
 
                            [SIGNATURE PAGE FOLLOWS]
 
 
 
                                       B-31
<PAGE>
 
     IN WITNESS WHEREOF, upon authorization of the Board of Directors, the
undersigned has caused the VCA Antech, Inc. 2006 Equity Incentive Plan to be
executed effective as of the 7th day of March, 2006.
 
                                      VCA ANTECH, INC.
 
 
 
                                      By:
                                         ---------------------------------------
                                           Robert L. Antin, Chief Executive
                                           Officer and President
 
 
 
                                       B-32
<PAGE>