<DOCUMENT>
<TYPE>EX-10.33
<SEQUENCE>47
<FILENAME>ex10-33_14663.txt
<DESCRIPTION>AMENDED AND RESTATED STOCK INCENTIVE PLAN
<TEXT>
                                                                   EXHIBIT 10.33
                                                                   -------------

                            BRIDGELINE SOFTWARE, INC.

                    AMENDED AND RESTATED STOCK INCENTIVE PLAN

SECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS.

         The name of the plan is the Bridgeline Software, Inc. Amended and
Restated Stock Incentive Plan (the "Plan"). The Plan amends and restates in its
entirety the 2000 Stock Option Plan of Bridgeline Software, Inc. (the
"Company"). Any Options or Awards outstanding prior to the date of this
amendment and restatement shall be affected by this amendment and restatement
only to the extent specifically provided by the Board of Directors of the
Company and upon execution of an amendment to such Option. The purpose of the
Plan is to encourage and enable officers and employees of, and other persons
providing services to, the Company and its Affiliates to acquire a proprietary
interest in the Company. It is anticipated that providing such persons with a
direct stake in the Company's welfare will assure a closer identification of
their interests with those of the Company and its shareholders, thereby
stimulating their efforts on the Company's behalf and strengthening their desire
to remain with the Company.

         The following terms shall be defined as set forth below:

"AFFILIATE" means a parent corporation, if any, and each subsidiary corporation
of the Company, as those terms are defined in Section 424 of the Code.

"AWARD" or "AWARDS", except where referring to a particular category of grant
under the Plan, shall include Incentive Stock Options, Non-Statutory Stock
Options, Restricted Stock Awards, Unrestricted Stock Awards, Performance Share
Awards and Stock Appreciation Rights. Awards shall be evidenced by a written
agreement (which may be in electronic form and may be electronically
acknowledged and accepted by the recipient) containing such terms and conditions
not inconsistent with the provisions of this Plan as the Committee shall
determine.

"BOARD" means the Board of Directors of the Company.

"CAUSE" shall mean, with respect to any Award holder, a determination by the
Company (including the Board) or any Affiliate that the Holder's employment or
other relationship with the Company or any such Affiliate should be terminated
as a result of (i) a material breach by the Award holder of any agreement to
which the Award holder and the Company (or any such Affiliate) are parties, (ii)
any act (other than retirement) or omission to act by the Award holder that may
have a material and adverse effect on the business of the Company, such
Affiliate or any other Affiliate or on the Award holder's ability to perform
services for the Company or any such Affiliate, including, without limitation,
the proven or admitted commission of any crime (other than an ordinary traffic
violation), (iii) any material misconduct or material neglect of duties by the
Award holder in connection with the business or affairs of the Company or any
such Affiliate, or (iv)

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"Cause," as such term is defined in any employment or other agreement between
the Award Holder and the Company (or any such Affiliate).

"CHANGE OF CONTROL" shall have the meaning set forth in Section 15.

"CODE" means the Internal Revenue Code of 1986, as amended, and any successor
Code, and related rules, regulations and interpretations.

"COMMITTEE" shall have the meaning set forth in Section 2.

"COMPANY" shall have the meaning set forth in Section 1.

"DISABILITY" means disability as set forth in Section 22(e)(3) of the Code.

"EFFECTIVE DATE" means the date on which the Plan is approved by the Board of
Directors as set forth in Section 17.

"ELIGIBLE PERSON" shall have the meaning set forth in Section 4.

"EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as amended.

"FAIR MARKET VALUE" on any given date means the closing price per share of the
Stock on such date as reported by such registered national securities exchange
on which the Stock is listed, or, if the Stock is not listed on such an
exchange, as quoted on NASDAQ; provided, that, if there is no trading on such
date, Fair Market Value shall be deemed to be the closing price per share on the
last preceding date on which the Stock was traded. If the Stock is not listed on
any registered national securities exchange or quoted on NASDAQ, the Fair Market
Value of the Stock shall be determined in good faith by the Committee; provided,
however, that for purposes of a grant of any Award other than an Incentive Stock
Option, Fair Market Value shall be determined in a manner consistent with
Section 409A Authority.

"INCENTIVE STOCK OPTION" means any Stock Option designated and qualified as an
"incentive stock option" as defined in Section 422 of the Code.

"INDEPENDENT DIRECTOR" means any director who meets the independence requirement
of NASDAQ Marketplace Rule 4200(a)(15).

"MATURE SHARES" shall have the meaning set forth in Section 5.

"NON-EMPLOYEE DIRECTOR" means any director who: (i) is not currently an officer
of the Company or an Affiliate, or otherwise currently employed by the Company
or an Affiliate, (ii) does not receive compensation, either directly or
indirectly, from the Company or an Affiliate, for services rendered as a
consultant or in any capacity other than as a director, except for an amount
that does not exceed the dollar amount for which disclosure would be required
pursuant to Rule 404(a) of Regulation S-K promulgated by

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<PAGE>

the SEC, (iii) does not possess an interest in any other transaction for which
disclosure would be required pursuant to Rule 404(a) of Regulation S-K, and (iv)
is not engaged in a business relationship for which disclosure would be required
pursuant to Rule 404(b) of Regulation S-K.

"NON-STATUTORY STOCK OPTION" means any Stock Option that is not an Incentive
Stock Option.

"NORMAL RETIREMENT" means retirement in good standing from active employment
with the Company and its Affiliates in accordance with the retirement policies
of the Company and its Affiliates then in effect.

"OPTION" or "STOCK OPTION" means any option to purchase shares of Stock granted
pursuant to Section 5.

"OUTSIDE DIRECTOR" means any director who (i) is not an employee of the Company
or of any "affiliated group," as such term is defined in Section 1504(a) of the
Code, which includes the Company (an "Affiliated Group Member"), (ii) is not a
former employee of the Company or any Affiliated Group Member who is receiving
compensation for prior services (other than benefits under a tax-qualified
retirement plan) during the Company's or any Affiliated Group Member's taxable
year, (iii) has not been an officer of the Company or any Affiliated Group
Member and (iv) does not receive remuneration from the Company or any Affiliated
Group Member, either directly or indirectly, in any capacity other than as a
director. "Outside Director" shall be determined in accordance with Section
162(m) of the Code and the Treasury regulations issued thereunder.

"PERFORMANCE SHARE AWARD" means an Award pursuant to Section 8.

"PLAN" shall have the meaning set forth in Section 1.

"RESTRICTED Stock Award" means an Award granted pursuant to Section 6.

"SEC" means the Securities and Exchange Commission or any successor authority.

"SECTION 409A AUTHORITY" means the requirements of paragraphs (a)(2), (a)(3),
and (a)(4) of Section 409A of the Code, as interpreted by IRS Notice 2005-1,
Prop. Regs. 1.409A-1, ET SEQ., and any further guidance issued by the Internal
Revenue Service.


"STOCK" means the common stock, $.001 par value per share, of the Company,
subject to adjustments pursuant to Section 3.

"STOCK APPRECIATION RIGHT" means an Award granted pursuant to Section 9.

"UNRESTRICTED STOCK AWARD" means Awards granted pursuant to Section 7.

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<PAGE>

SECTION 2. ADMINISTRATION OF PLAN; COMMITTEE AUTHORITY TO SELECT PARTICIPANTS
AND DETERMINE AWARDS.

         (A) COMMITTEE. The Plan shall be administered by a committee of the
Board (the "Committee") consisting of not less than two (2) persons each of whom
qualifies as an Independent Director, an Outside Director and a Non-Employee
Director, but the authority and validity of any act taken or not taken by the
Committee shall not be affected if any person administering the Plan is not an
Independent Director, an Outside Director or a Non-Employee Director. Except as
specifically reserved to the Board under the terms of the Plan, the Committee
shall have full and final authority to operate, manage and administer the Plan
on behalf of the Company.

         (B) POWERS OF COMMITTEE. The Committee shall have the power and
authority to grant and modify Awards consistent with the terms of the Plan,
including the power and authority:

                         (i) to select the persons to whom Awards may from time
              to time be granted;

                         (ii) to determine the time or times of grant, and the
              extent, if any, of Incentive Stock Options, Non-Statutory Stock
              Options, Restricted Stock, Unrestricted Stock, Performance Shares
              and Stock Appreciation Rights, or any combination of the
              foregoing, granted to any one or more participants;

                         (iii) to determine the number of shares to be covered
              by any Award;

                         (iv) to determine and modify the terms and conditions,
              including restrictions, not inconsistent with the terms of the
              Plan, of any Award, which terms and conditions may differ among
              individual Awards and participants, and to approve the form of
              written instruments evidencing the Awards; provided, however,
              that, except as provided in Section 2(c), no such action shall
              materially adversely affect rights under any outstanding Award
              without the participant's consent;

                         (v) to accelerate the exercisability or vesting of all
              or any portion of any Award;

                         (vi) to extend the period in which any outstanding
              Stock Option or Stock Appreciation Right may be exercised; and

                         (vii) to adopt, alter and repeal such rules, guidelines
              and practices for administration of the Plan and for its own acts
              and proceedings as it shall deem advisable; to interpret the terms
              and provisions of the Plan and any Award (including related
              written instruments); to make all determinations it deems
              advisable for the administration of the Plan; to decide all
              disputes

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<PAGE>

              arising in connection with the Plan; and to otherwise supervise
              the administration of the Plan.

All decisions and interpretations of the Committee shall be binding on all
persons, including the Company and Plan participants. Neither the Company nor
any member or former member of the Committee or the Board shall be liable for
any action or determination made in good faith with respect to this Plan.

         (C) SECTION 409A. Awards granted under the Plan are intended either to
be exempt from the rules of Section 409A of the Code or to satisfy those rules,
and the Plan and such Awards shall be construed accordingly. Granted Awards may
be modified at any time, in the Board's discretion, so as to increase the
likelihood of exemption from or compliance with the rules of Section 409A of the
Code. Notwithstanding the foregoing, neither the Company nor any member or
former member of the Committee or the Board shall have any liability if an Award
(or any portion thereof), whether prior to or subsequent to any such
modification that may be made, is determined to be subject to the provisions of
Section 409A of the Code.

SECTION 3. SHARES ISSUABLE UNDER THE PLAN; MERGERS; SUBSTITUTION.

         (A) SHARES ISSUABLE. The maximum number of shares of Stock which may be
issued in respect of Awards (including Stock Appreciation Rights) granted under
the Plan, subject to adjustment upon changes in capitalization of the Company as
provided in this Section 3, shall be 1,400,000 shares. For purposes of this
limitation, the shares of Stock underlying any Awards which are forfeited,
cancelled, reacquired by the Company or otherwise terminated (other than by
exercise), shares that are tendered in payment of the exercise price of any
Award and shares that are tendered or withheld for tax withholding obligations
shall be added back to the shares of Stock with respect to which Awards may be
granted under the Plan. Shares issued under the Plan may be authorized but
unissued shares or shares reacquired by the Company.

         (B) LIMITATION ON AWARDS. In no event may any Plan participant be
granted Awards (including Stock Appreciation Rights) with respect to more than
500,000 shares of Stock in any calendar year. The number of shares of Stock
relating to an Award granted to a Plan participant in a calendar year that is
subsequently forfeited, cancelled or otherwise terminated shall continue to
count toward the foregoing limitation in such calendar year. In addition, if the
exercise price of an Award is subsequently reduced, the transaction shall be
deemed a cancellation of the original Award and the grant of a new one so that
both transactions shall count toward the maximum shares issuable in the calendar
year of each respective transaction.

         (C) STOCK DIVIDENDS, MERGERS, ETC. In the event that after approval of
the Plan by the stockholders of the Company in accordance with Section 17, the
Company effects a stock dividend, stock split or similar change in
capitalization affecting the Stock, the Committee shall make appropriate
adjustments in (i) the number and kind of shares of stock or securities with
respect to which Awards may thereafter be granted

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(including without limitation the limitations set forth in Sections 3(a) and (b)
above), (ii) the number and kind of shares remaining subject to outstanding
Awards, and (iii) the option or purchase price in respect of such shares. In the
event of any merger, consolidation, dissolution or liquidation of the Company,
the Committee in its sole discretion may, as to any outstanding Awards, make
such substitution or adjustment in the aggregate number of shares reserved for
issuance under the Plan and in the number and purchase price (if any) of shares
subject to such Awards as it may determine and as may be permitted by the terms
of such transaction, or accelerate, amend or terminate such Awards upon such
terms and conditions as it shall provide (which, in the case of the termination
of the vested portion of any Award, shall require payment or other consideration
which the Committee deems equitable in the circumstances), subject, however, to
the provisions of Section 15. Unless the Committee determines otherwise, any
adjustments pursuant to this Section 3(c) shall be made on terms and conditions
consistent with Section 409A of the Code.

         (D) SUBSTITUTE AWARDS. The Committee may grant Awards under the Plan in
substitution for stock and stock based awards held by employees of another
corporation who concurrently become employees of the Company or an Affiliate as
the result of a merger or consolidation of the employing corporation with the
Company or an Affiliate or the acquisition by the Company or an Affiliate of
property or stock of the employing corporation. The Committee may direct that
the substitute awards be granted on such terms and conditions as the Committee
considers appropriate in the circumstances. Unless the Committee determines
otherwise, any substitutions pursuant to this Section 3(d) shall be made on
terms and conditions consistent with Section 409A of the Code.

SECTION 4. ELIGIBILITY.

         Awards may be granted to officers, directors and employees of, and
consultants and advisers to, the Company or its Affiliates ("Eligible Persons").

SECTION 5. STOCK OPTIONS.

         The Committee may grant to Eligible Persons options to purchase Stock.
Any Stock Option granted under the Plan shall be in such form as the Committee
may from time to time approve.

         Stock Options granted under the Plan may be either Incentive Stock
Options (subject to compliance with applicable law) or Non-Statutory Stock
Options. Unless otherwise so designated, an Option shall be a Non-Statutory
Stock Option. To the extent that any option does not qualify as an Incentive
Stock Option, it shall constitute a Non-Statutory Stock Option. Neither the
Company nor any member or former member of the Committee or the Board shall have
any liability if an Option (or any portion thereof) that is intended to be an
Incentive Stock Option is determined not to be a Non-Statutory Option
(including, without limitation, due to a determination that the exercise of the
Option was less than the Fair Market Value of the Stock subject to the

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<PAGE>

Option as of the grant date).

         No Incentive Stock Option shall be granted under the Plan after the
tenth anniversary of the date of adoption of the Plan by the Board.

         Each Non-Employee Director shall be automatically granted on the date
of the Company's annual meeting of stockholders, a Non-Statutory Stock Option to
purchase 10,000 shares of Stock at an exercise price per share equal to no less
than the Fair Market Value of the Stock on the date of grant, such options to
vest over three years on the anniversary of the date of grant at the rate of
33.33% per year until fully vested.

         The Committee may also grant additional Non-Statutory Stock Options to
purchase a number of shares of Stock to be determined by the Committee in
recognition of services provided by a Non-Employee Director in his or her
capacity as a director, provided that such grants are in compliance with the
requirements of Rule 16b-3, as promulgated under the Securities Exchange Act of
1934, as amended from time to time.

         The Committee in its discretion may determine the effective date of
Stock Options, provided, however, that grants of Incentive Stock Options shall
be made only to persons who are, on the effective date of the grant, employees
of the Company or an Affiliate. Stock Options granted pursuant to this Section 5
shall contain such additional terms and conditions, not inconsistent with the
terms of the Plan, as the Committee shall deem desirable.

         (A) EXERCISE PRICE. The exercise price per share for the Stock covered
by a Stock Option granted pursuant to this Section 5 shall be determined by the
Committee at the time of grant but shall be not less than one hundred percent
(100%) of Fair Market Value on the date of grant. If an employee owns or is
deemed to own (by reason of the attribution rules applicable under Section
424(d) of the Code) more than ten percent (10%) of the combined voting power of
all classes of stock of the Company or any subsidiary or parent corporation and
an Incentive Stock Option is granted to such employee, the option price shall be
not less than one hundred ten percent (110%) of Fair Market Value on the date of
grant.

         (B) OPTION TERM. The term of each Stock Option shall be fixed by the
Committee, but no Incentive Stock Option shall be exercisable more than ten (10)
years after the date the option is granted. If an employee owns or is deemed to
own (by reason of the attribution rules of Section 424(d) of the Code) more than
ten percent (10%) of the combined voting power of all classes of stock of the
Company or any subsidiary or parent corporation and an Incentive Stock Option is
granted to such employee, the term of such option shall be no more than five (5)
years from the date of grant.

         (C) EXERCISABILITY; RIGHTS OF A SHAREHOLDER. Stock Options shall become
vested and exercisable at such time or times, whether or not in installments, as
shall be determined by the Committee. The Committee, in its discretion, may
accelerate

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<PAGE>

the exercisability of all or any portion of any Stock Option only in
circumstances involving (i) a Change of Control of the Company, (ii) undue
hardship, including, but not limited to, death or disability of the option
holder, and (iii) a severance arrangement with a departing option holder. An
optionee shall have the rights of a shareholder only as to shares acquired upon
the exercise of a Stock Option and not as to unexercised Stock Options.

         (D) METHOD OF EXERCISE. Stock Options may be exercised in whole or in
part, by delivering written notice of exercise to the Company, specifying the
number of shares to be purchased. Payment of the purchase price may be made by
delivery of cash or bank check or other instrument acceptable to the Committee
in an amount equal to the exercise price of such Options, or, to the extent
provided in the applicable Option Agreement, by one or more of the following
methods:

                         (i) by delivery to the Company of shares of Stock of
              the Company that either have been purchased by the optionee on the
              open market, or have been beneficially owned by the optionee for a
              period of at least six months and are not then subject to
              restriction under any Company plan ("Mature Shares"); such
              surrendered shares shall have a Fair Market Value equal in amount
              to the exercise price of the Options being exercised; or

                         (ii) a personal recourse note issued by the optionee to
              the Company in a principal amount equal to such aggregate exercise
              price and with such other terms, including interest rate and
              maturity, as the Company may determine in its discretion;
              provided, however, that the interest rate borne by such note shall
              not be less than the lowest applicable federal rate, as defined in
              Section 1274(d) of the Code; or

                         (iii) if the class of Stock is registered under the
              Exchange Act at such time, by delivery to the Company of a
              properly executed exercise notice along with irrevocable
              instructions to a broker to deliver promptly to the Company cash
              or a check payable and acceptable to the Company for the purchase
              price; provided that in the event that the optionee chooses to pay
              the purchase price as so provided, the optionee and the broker
              shall comply with such procedures and enter into such agreements
              of indemnity and other agreements as the Committee shall prescribe
              as a condition of such payment procedure (including, in the case
              of an optionee who is an executive officer of the Company, such
              procedures and agreements as the Committee deems appropriate in
              order to avoid any extension of credit in the form of a personal
              loan to such officer). The Company need not act upon such exercise
              notice until the Company receives full payment of the exercise
              price; or

                         (iv) by reducing the number of Option shares otherwise
              issuable to the optionee upon exercise of the Option by a number
              of shares of Common Stock having a Fair Market Value equal to such
              aggregate exercise price;

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<PAGE>

              provided, however, that the optionee  otherwise holds an equal
              number of Mature Shares; or

                         (v) by any combination of such methods of payment.

The delivery of certificates representing shares of Stock to be purchased
pursuant to the exercise of a Stock Option will be contingent upon receipt from
the Optionee (or a purchaser acting in his stead in accordance with the
provisions of the Stock Option) by the Company of the full purchase price for
such shares and the fulfillment of any other requirements contained in the Stock
Option or imposed by applicable law.

                  (E) NON-TRANSFERABILITY OF OPTIONS. Except as the Committee
may provide with respect to a Non-Statutory Stock Option, no Stock Option shall
be transferable other than by will or by the laws of descent and distribution
and all Stock Options shall be exercisable, during the optionee's lifetime, only
by the optionee.

                  (F) ANNUAL LIMIT ON INCENTIVE STOCK OPTIONS. To the extent
required for "incentive stock option" treatment under Section 422 of the Code,
the aggregate Fair Market Value (determined as of the time of grant) of the
Stock with respect to which Incentive Stock Options granted under this Plan and
any other plan of the Company or its Affiliates become exercisable for the first
time by an optionee during any calendar year shall not exceed $100,000.

                  (G) LOCKUP AGREEMENT. Each Option shall provide that the
optionee shall agree for a period of time from the effective date of any
registration of securities of the Company (upon request of the Company or the
underwriters managing any underwritten offering of the Company's securities) not
to sell, make any short sale of, loan, grant any option for the purchase of, or
otherwise dispose of, any shares issued pursuant to the exercise of such Option,
without the prior written consent of the Company or such underwriters, as the
case may be.

SECTION 6. RESTRICTED STOCK AWARDS.

                   (A) NATURE OF RESTRICTED STOCK AWARD. The Committee in its
discretion may grant Restricted Stock Awards to any Eligible Person, entitling
the recipient to acquire, for such purchase price, if any, as may be determined
by the Committee, shares of Stock subject to such restrictions and conditions as
the Committee may determine at the time of grant ("Restricted Stock"), including
continued employment and/or achievement of pre-established performance goals and
objectives.

                  (B) ACCEPTANCE OF AWARD. A participant who is granted a
Restricted Stock Award shall have no rights with respect to such Award unless
the participant shall have accepted the Award within sixty (60) days (or such
shorter date as the Committee may specify) following the award date by making
payment to the Company of the specified purchase price, if any, of the shares
covered by the Award and by executing and

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<PAGE>

delivering to the Company a written instrument that sets forth the terms and
conditions applicable to the Restricted Stock in such form as the Committee
shall determine.

                  (C) RIGHTS AS A SHAREHOLDER. Upon complying with Section 6(b)
above, a participant shall have all the rights of a shareholder with respect to
the Restricted Stock, including voting and dividend rights, subject to
non-transferability restrictions and Company repurchase or forfeiture rights
described in this Section 6 and subject to such other conditions contained in
the written instrument evidencing the Restricted Award. Unless the Committee
shall otherwise determine, certificates evidencing shares of Restricted Stock
shall remain in the possession of the Company until such shares are vested as
provided in Section 6(e) below.

                  (D) RESTRICTIONS. Shares of Restricted Stock may not be sold,
assigned, transferred, pledged or otherwise encumbered or disposed of except as
specifically provided herein. In the event of termination of employment by the
Company and its Affiliates for any reason (including death, Disability, Normal
Retirement and for Cause), the Company shall have the right, at the discretion
of the Committee, to repurchase shares of Restricted Stock which have not then
vested at their purchase price, or to require forfeiture of such shares to the
Company if acquired at no cost, from the participant or the participant's legal
representative. The Company must exercise such right of repurchase or forfeiture
within ninety (90) days following such termination of employment (unless
otherwise specified in the written instrument evidencing the Restricted Stock
Award).

                  (E) VESTING OF RESTRICTED STOCK. The Committee at the time of
grant shall specify the date or dates and/or the attainment of pre-established
performance goals, objectives and other conditions on which the
non-transferability of the Restricted Stock and the Company's right of
repurchase or forfeiture shall lapse. Subsequent to such date or dates and/or
the attainment of such pre-established performance goals, objectives and other
conditions, the shares on which all restrictions have lapsed shall no longer be
Restricted Stock and shall be deemed "vested." Subject to Section 13, the
Committee, in its discretion, may accelerate the exercisability of all or any
portion of any Restricted Stock Award only in circumstances involving (i) a
Change of Control of the Company, (ii) undue hardship, including, but not
limited to, death or disability of the Restricted Stock Award holder, and (iii)
a severance arrangement with a departing Restricted Stock Award holder.

                  (F) WAIVER, DEFERRAL AND REINVESTMENT OF DIVIDENDS. The
written instrument evidencing the Restricted Stock Award may require or permit
the immediate payment, waiver, deferral or investment of dividends paid on the
Restricted Stock.

SECTION 7. UNRESTRICTED STOCK AWARDS.

                  (A) GRANT OR SALE OF UNRESTRICTED STOCK. The Committee in its
discretion may grant or sell to any Eligible Person shares of Stock free of any
restrictions under the Plan ("Unrestricted Stock") at a purchase price
determined by the Committee.

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<PAGE>

Shares of Unrestricted Stock may be granted or sold as described in the
preceding sentence in respect of past services or other valid consideration.

                  (B) RESTRICTIONS ON TRANSFERS. The right to receive
unrestricted Stock may not be sold, assigned, transferred, pledged or otherwise
encumbered, other than by will or the laws of descent and distribution.

SECTION 8. PERFORMANCE SHARE AWARDS.

         A Performance Share Award is an award entitling the recipient to
acquire shares of Stock upon the attainment of specified performance goals. The
Committee may make Performance Share Awards independent of or in connection with
the granting of any other Award under the Plan. Performance Share Awards may be
granted under the Plan to any Eligible Person. The Committee in its discretion
shall determine whether and to whom Performance Share Awards shall be made, the
performance goals applicable under each such Award (which may include, without
limitation, continued employment by the recipient or a specified achievement by
the recipient, the Company or any business unit of the Company), the periods
during which performance is to be measured, and all other limitations and
conditions applicable to the Award or the Stock issuable thereunder.

SECTION 9. STOCK APPRECIATION RIGHTS.

         The Committee in its discretion may grant Stock Appreciation Rights to
any Eligible Person (i) alone, or (ii) simultaneously with the grant of a Stock
Option and in conjunction therewith or in the alternative thereto. A Stock
Appreciation Right shall entitle the participant upon exercise thereof to
receive from the Company, upon written request to the Company at its principal
offices, a number of shares of Stock (with or without restrictions as to
substantial risk of forfeiture and transferability, as determined by the
Committee in its sole discretion), an amount of cash, or any combination of
Stock and cash, as specified in such request (but subject to the approval of the
Committee in its sole discretion, at any time up to and including the time of
payment, as to the making of any cash payment), having an aggregate Fair Market
Value equal to the product of (a) the excess of Fair Market Value, on the date
of such request, over the exercise price per share of Stock specified in such
Stock Appreciation Right or its related Option (which exercise price shall be
not less than one hundred percent (100%) of Fair Market Value on the date of
grant), multiplied by (b) the number of shares of Stock for which such Stock
Appreciation Right shall be exercised. Notwithstanding the foregoing, the
Committee may specify at the time of grant of any Stock Appreciation Right that
such Stock Appreciation Right may be exercisable solely for cash and not for
Stock.

SECTION 10. TERMINATION OF STOCK OPTIONS AND STOCK APPRECIATION RIGHTS.

                  (A)    INCENTIVE STOCK OPTIONS:

                         (I) TERMINATION BY DEATH. If any participant's
              employment by the Company and its Affiliates terminates by reason
              of death, any Incentive

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              Stock Option owned by such participant may thereafter be
              exercised to the extent exercisable at the date of death, by the
              legal representative or legatee of the participant, for a period
              of one year from the date of death, or until the expiration of
              the stated term of the Incentive Stock Option, if earlier.

                         (II) TERMINATION BY REASON OF DISABILITY OR NORMAL
               RETIREMENT.

                               (A) Any Incentive Stock Option held by a
                  participant whose employment by the Company and its Affiliates
                  has terminated by reason of Disability may thereafter be
                  exercised, to the extent it was exercisable at the time of
                  such termination, for a period of one year from the date of
                  such termination of employment, or until the expiration of the
                  stated term of the Option, if earlier.

                               (B) Any Incentive Stock Option held by a
                  participant whose employment by the Company and its Affiliates
                  has terminated by reason of Normal Retirement may thereafter
                  be exercised, to the extent it was exercisable at the time of
                  such termination, for a period of ninety (90) days (or such
                  longer period as the Committee shall specify at any time) from
                  the date of such termination of employment, or until the
                  expiration of the stated term of the Option, if earlier.

                               (C) The Committee shall have sole authority and
                  discretion to determine whether a participant's employment has
                  been terminated by reason of Disability or Normal Retirement.

                         (III) TERMINATION FOR CAUSE. If any participant's
              employment by the Company and its Affiliates has been terminated
              for Cause, any Incentive Stock Option held by such participant
              shall immediately terminate and be of no further force and effect;
              provided, however, that the Committee may, in its sole discretion,
              provide that such Option can be exercised for a period of up to
              thirty (30) days from the date of termination of employment or
              until the expiration of the stated term of the Option, if earlier.

                         (IV) OTHER TERMINATION. Unless otherwise determined by
              the Committee, if a participant's employment by the Company and
              its Affiliates terminates for any reason other than death,
              Disability, Normal Retirement or for Cause, any Incentive Stock
              Option held by such participant may thereafter be exercised, to
              the extent it was exercisable on the date of termination of
              employment, for three (3) months (or such other period as the
              Committee shall specify) from the date of termination of
              employment or until the expiration of the stated term of the
              Option, if earlier.

                  (B) NON-STATUTORY STOCK OPTIONS AND STOCK APPRECIATION RIGHTS.
Any Non-Statutory Stock Option or Stock Appreciation Right granted under the
Plan

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<PAGE>

shall contain such terms and conditions with respect to its termination as
the Committee, in its discretion, may from time to time determine.

SECTION 11. TAX WITHHOLDING.

                  (A) PAYMENT BY PARTICIPANT. Each participant shall, no later
than the date as of which the value of an Award or of any Stock or other amounts
received thereunder first becomes includable in the gross income of the
participant for Federal income tax purposes, pay to the Company, or make
arrangements satisfactory to the Committee regarding payment of any Federal,
state, local and/or payroll taxes of any kind required by law to be withheld
with respect to such income. The Company and its Affiliates shall, to the extent
permitted by law, have the right to deduct any such taxes from any payment of
any kind otherwise due to the participant.

                  (B) PAYMENT IN SHARES. A Participant may elect, with the
consent of the Committee, to have such tax withholding obligation satisfied, in
whole or in part, by (i) authorizing the Company to withhold from shares of
Stock to be issued pursuant to an Award a number of shares with an aggregate
Fair Market Value (as of the date the withholding is effected) that would
satisfy the minimum withholding amount due with respect to such Award, or (ii)
delivering to the Company a number of Mature Shares of Stock with an aggregate
Fair Market Value (as of the date the withholding is effected) that would
satisfy the minimum withholding amount due.

                  (C) NOTICE OF DISQUALIFYING DISPOSITION. Each holder of an
Incentive Option shall agree to notify the Company in writing immediately after
making a disqualifying disposition (as defined in Section 421(b) of the Code) of
any Stock purchased upon exercise of an Incentive Stock Option.

SECTION 12.         TRANSFER AND LEAVE OF ABSENCE.

         For purposes of the Plan, the following events shall not be deemed a
termination of employment:

         (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;

         (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 Committee otherwise so
                provides in writing.

SECTION 13. AMENDMENTS AND TERMINATION.

         The Board may at any time amend or discontinue the Plan and the
Committee may at any time amend or cancel any outstanding Award (or provide
substitute Awards at

                                       13
<PAGE>

the same or reduced exercise or purchase price or with no exercise or purchase
price, but such price, if any, must satisfy the requirements which would apply
to the substitute or amended Award if it were then initially granted under this
Plan) for the purpose of satisfying changes in law or for any other lawful
purpose, but, except as provided in Section 2(c), no such action shall
materially adversely affect rights under any outstanding Award without the
holder's consent. In addition, no amendment to this Plan shall modify any
outstanding Award except to the extent that the Board shall determine that such
modification to an outstanding Award shall not be considered to be a material
modification.

         This Plan shall terminate as of the tenth anniversary of its Effective
Date. The Board may terminate this Plan at any earlier time for any reason. No
Award may be granted after the Plan has been terminated. No Award granted while
this Plan is in effect shall be altered or impaired by termination of this Plan,
except upon the consent of the holder of such Award. The power of the Committee
to construe and interpret this Plan and the Awards granted prior to the
termination of this Plan shall continue after such termination.

SECTION 14. STATUS OF PLAN.

         With respect to the portion of any Award which has not been exercised
and any payments in cash, Stock or other consideration not received by a
participant, a participant shall have no rights greater than those of a general
creditor of the Company unless the Committee shall otherwise expressly determine
in connection with any Award or Awards. In its sole discretion, the Committee
may authorize the creation of trusts or other arrangements to meet the Company's
obligations to deliver Stock or make payments with respect to Awards hereunder,
provided that the existence of such trusts or other arrangements is consistent
with the provision of the foregoing sentence.

SECTION 15. CHANGE OF CONTROL PROVISIONS.

                  (a) Upon the occurrence of a Change of Control as defined in
this Section 15:

                         (i) subject to the provisions of clause (iii) below,
              after the effective date of such Change of Control, each holder of
              an outstanding Stock Option, Restricted Stock Award, Performance
              Share Award or Stock Appreciation Right shall be entitled, upon
              exercise of such Award, to receive, in lieu of shares of Stock (or
              consideration based upon the Fair Market Value of Stock), shares
              of such stock or other securities, cash or property (or
              consideration based upon shares of such stock or other securities,
              cash or property) as the holders of shares of Stock received in
              connection with the Change of Control;

                         (ii) the Committee may accelerate, fully or in part,
              the time for exercise of, and waive any or all conditions and
              restrictions on, each

                                       14
<PAGE>

              unexercised and unexpired Stock Option, Restricted Stock Award,
              Performance Share Award and Stock Appreciation Right, effective
              upon a date prior or subsequent to the effective date of such
              Change of Control, as specified by the Committee; or

                         (iii) each outstanding Stock Option, Restricted Stock
              Award, Performance Share Award and Stock Appreciation Right may be
              cancelled by the Committee as of the effective date of any such
              Change of Control provided that (x) prior written notice of such
              cancellation shall be given to each holder of such an Award and
              (y) each holder of such an Award shall have the right to exercise
              such Award to the extent that the same is then exercisable or, in
              full, if the Committee shall have accelerated the time for
              exercise of all such unexercised and unexpired Awards, during the
              thirty (30) day period preceding the effective date of such Change
              of Control.

Unless the Committee determines otherwise, the foregoing actions shall be taken,
if at all, on terms and conditions consistent with Section 409A of the Code.

                  (b) "Change of Control" shall mean the occurrence of any one
of the following events:

                         (i) any "person" (as such term is used in Sections
              13(d) and 14(d)(2) of the Exchange Act) becomes, after the
              Effective Date of this Plan, a "beneficial owner" (as such term is
              defined in Rule 13d-3 promulgated under the Exchange Act) (other
              than the Company, any trustee or other fiduciary holding
              securities under an employee benefit plan of the Company, or any
              corporation owned, directly or indirectly, by the stockholders of
              the Company in substantially the same proportions as their
              ownership of stock of the Company), directly or indirectly, of
              securities of the Company representing fifty percent (50%) or more
              of the combined voting power of the Company's then outstanding
              securities (other than as a result of (i) an acquisition of
              securities directly from the Company or (ii) an acquisition of
              securities by the Company which by reducing the securities
              outstanding increases the proportionate voting power represented
              by the securities owned by any such person to fifty percent (50%)
              or more of the combined voting power of the Company's then
              outstanding securities); or

                         (ii) the stockholders of the Company approve a merger
              or consolidation of the Company with any other corporation or
              other entity, other than a merger or consolidation which would
              result in the voting securities of the Company outstanding
              immediately prior thereto continuing to represent (either by
              remaining outstanding or by being converted into voting securities
              of the surviving entity) more than fifty percent (50%) of the
              combined voting power of the voting securities of the Company or
              such surviving entity outstanding immediately after such merger or
              consolidation; or

                                       15

<PAGE>

                         (iii) the stockholders of the Company approve a plan of
              complete liquidation of the Company or an agreement for the sale
              or disposition by the Company of all or substantially all of the
              Company's assets.

SECTION 16. GENERAL PROVISIONS.

                   (A) NO DISTRIBUTION; COMPLIANCE WITH LEGAL REQUIREMENTS. The
Committee may require each person acquiring shares pursuant to an Award to
represent to and agree with the Company in writing that such person is acquiring
the shares without a view to distribution thereof. No shares of Stock shall be
issued pursuant to an Award until all applicable securities laws and other legal
and stock exchange requirements have been satisfied. The Committee may require
the placing of such stop orders and restrictive legends on certificates for
Stock and Awards as it deems appropriate.

                  (B) DELIVERY OF STOCK CERTIFICATES. Delivery of stock
certificates to participants under this Plan shall be deemed effected for all
purposes when the Company or a stock transfer agent of the Company shall have
delivered such certificates in the United States mail, addressed to the
participant, at the participant's last known address on file with the Company.

                  (C) OTHER COMPENSATION ARRANGEMENTS; NO EMPLOYMENT RIGHTS.
Nothing contained in this Plan shall prevent the Board from adopting other or
additional compensation arrangements, including trusts, subject to stockholder
approval if such approval is required; and such arrangements may be either
generally applicable or applicable only in specific cases. The adoption of the
Plan or any Award under the Plan does not confer upon any employee any right to
continued employment with the Company or any Affiliate.

                  (D) CERTAIN INDEBTEDNESS TO THE COMPANY. No Option or other
Award may be exercised at any time after the Committee has determined, in good
faith, that the participant is indebted to the Company or any Affiliate for
advances of salary, advances of expenses, recoverable draws or other amounts
unless and until either (a) such indebtedness is satisfied in full or (b) such
condition is waived by the Committee. The period during which any Option or
other Award may by its terms be exercised shall not be extended during any
period in which the participant is prohibited from such exercise by the
preceding sentence, and the neither Company nor any member or former member of
the Committee or the Board shall have any if any Option or other Award expires
unexercised in whole or in part during such period or if any Option that is
intended to be an Incentive Stock Option is deemed to be a Non-Statutory Stock
Option because such Option is not exercised within three months after the
termination of the participant's employment with the Company or an Affiliate.

SECTION 17. EFFECTIVE DATE OF PLAN.

         This Plan shall become effective upon its adoption by the Company's
Board of Directors. If the Plan shall not be approved by the shareholders of the
Company within

                                       16
<PAGE>

twelve months following its adoption, this Plan shall terminate and be of no
further force or effect.

SECTION 18. GOVERNING LAW.

         This Plan shall be governed by, and construed and enforced in
accordance with, the substantive laws of The Commonwealth of Massachusetts
without regard to its principles of conflicts of laws.

                            ------------------------



This Amended and Restated Stock Incentive Plan was approved by the Board of
Directors of the Company on August 18, 2006, and was approved by the
stockholders of the Company on September 18, 2006.






















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