EXHIBIT
      10.1

     

    ACURA
      PHARMACEUTICALS, INC.

    2008
      STOCK OPTION PLAN 

     

    1.
      Purposes.
      The Plan
      described herein, as amended and restated, shall be known as the "Acura
      Pharmaceuticals, Inc. 2008 Stock Option Plan" (the "Plan"). The purposes of
      the
      Plan are to attract and retain the best available personnel for positions of
      substantial responsibility, to provide additional incentive to Employees,
      Directors and Consultants of the Company or its Subsidiaries (as defined in
      Section 2 below) to whom Option's may be granted under this Plan, and to promote
      the success of the Company's business.

    


    Options
      granted hereunder may be either "incentive stock options," as defined in Section
      422 of the Internal Revenue Code of 1986, as amended, or "Non-ISO's," at the
      discretion of the Board and as reflected in the terms of the written option
      agreement.

    


    The
      Plan
      is not intended as an agreement or promise of employment. Neither the Plan,
      nor
      any Option granted pursuant to the Plan, shall confer on any person any right
      to
      continue in the employ of the Company. The right of the Company to terminate
      an
      Employee is not limited by the Plan, nor by any Option granted pursuant to
      the
      Plan, unless such right is specifically described by the terms of any such
      Option.

    


    2.
      Definitions.
      As used
      herein, the following definitions shall apply:

    


    (a)
      "409A
      Award Agreement” has
      the
      meaning set forth in Section 24.1.

    


    (b)
      "Board"
      shall
      mean the Committee, if one has been appointed, or the Board of Directors of
      the
      Company, if no Committee is appointed.

    


    (c)
      "Code"
      shall
      mean the Internal Revenue Code of 1986, as amended.

    


    (d)
      "Committee"
      shall
      mean the Committee appointed under Section 4(a) hereof.

    


    (e)
      "Common
      Stock"
      shall
      mean the Common Stock, $.01 par value, of the Company.

    


    (f)
      "Company"
      shall
      mean Acura Pharmaceuticals, Inc., a New York corporation.

    


    (g)
      "Continuous
      Service or Continuous Status as an Employee"
      shall
      mean the absence of any interruption or termination of service as an Employee.
      Continuous Status as an Employee shall not be considered interrupted in the
      case
      of sick leave, military leave, or any other leave of absence approved by the
      Board.

    


    (h)
      "Director"
      shall
      mean any person serving on the Board of Directors.

     

    
      
        
        

      

      
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    (i)
      "Employee"
      shall
      mean any person, including officers, employed by the Company or any Parent
      or
      Subsidiary of the Company. The payment of a Director's fee by the Company shall
      not be sufficient to constitute "employment" by the Company.

    


    (j)
      "Exchange
      Act"
      shall
      mean the Securities Exchange Act of 1934, as amended.

     

    (k)
      "Fair
      Market Value"
      shall
      mean (i) the closing price for a share of the Common Stock on the exchange
      or
      quotation system which reports or quotes the closing prices for a share of
      the
      Common Stock, as accurately reported for any date (or, if no shares of Common
      Stock are traded on such date, for the immediately preceding date on which
      shares of Common Stock were traded) in The Wall Street Journal (or if The Wall
      Street Journal no longer reports such price, in a newspaper or trade journal
      selected by the Committee) or (ii) if no such price quotation is available,
      the
      price which the Committee acting in good faith determines through any reasonable
      valuation method that a share of Common Stock might change hands between a
      willing buyer and a willing seller, neither being under any compulsion to buy
      or
      to sell and both having reasonable knowledge of the relevant facts (provided
      that such valuation method complies with Treas. Regulation 1.409A-1(b)(5)(iv),
      or any successor regulation).

    


    (l)
      "Incentive
      Stock Option"
      shall
      mean an Option intended to qualify as an incentive stock option within the
      meaning of Section 422 of the Code.

    


    (m)
      "Non-ISO"
      shall
      mean an Option to purchase stock which is not intended by the Committee to
      satisfy the requirements of Section 422 of the Code. A Non-ISO” shall also mean
      a non-qualified stock option.

    


    (n)
      "Option"
      shall
      mean a stock option granted pursuant to the Plan.

    


    (o)
      "Optioned
      Stock"
      shall
      mean the Common Stock subject to an Option.

    


    (p)
      "Optionee"
      shall
      mean an Employee, Director or Consultant who receives an Option.

    


    (q)
      "Parent"
      shall
      mean a "parent corporation," whether now or hereafter existing, as defined
      in
      Section 424(e) of the Code.

    


    (r)
      "Plan"
      shall
      mean this Acura Pharmaceuticals, Inc. 2008 Stock Option Plan, as amended from
      time to time.

    


    (s)
      "Rule
      16b-3"
      shall
      mean Rule 16b-3 of the General Rules and Regulations under the Exchange
      Act.

    


    (t)
      "Section 409A Award" has
      the
      meaning set forth in Section 24.1.

    


    (u)
      "Share"
      shall
      mean a share of the Common Stock, as adjusted in accordance with Section 11
      of
      the Plan.

    


    (v)
      "Subsidiary"
      shall
      mean a "subsidiary corporation," whether now or hereafter existing, as defined
      in Section 424(f) of the Code.

    


    (w)
      "Ten
      Percent Shareholder"
      shall
      mean a person who owns (after taking into account the attribution rules of
      Section 424(d) of the Code) more than ten percent (10%) of the total combined
      voting power of all classes of stock of the Company, or a
      Subsidiary.

     

    
      
        
        

      

      
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    3. Stock
      Authorized. 

    


    Subject
      to the provisions of Section 11 of the Plan, the maximum aggregate number of
      shares which may be Optioned and sold under the Plan is six million (6,000,000)
      shares of authorized, but unissued, or reacquired Common Stock. The maximum
      number of shares which may be subject to Options granted to any one person
      in
      any calendar year at fair market value on the date of grant shall not exceed
      600,000 shares (subject to adjustment under Section 11 hereof consistent with
      Section 162(m) of the Code). If the shares that would be issued or transferred
      pursuant to any Options are not issued or transferred and ceased to be issuable
      or transferable for any reason, the number of shares subject to such Option
      will
      no longer be charged against a limitation provided for herein and may again
      be
      subject to Options. Notwithstanding the proceeding sentence, with respect to
      any
      Option granted to any individual who is a "covered employee" within the meaning
      of Section 162(m) of the Code that is cancelled, the number of shares subject
      to
      such Option shall continue to count against the maximum number of shares which
      may be the subject of Options granted to such individual. For purposes of the
      preceding sentence if, after grant, the exercise price of an Option is reduced,
      such reduction shall be treated as a cancellation of such Option and the grant
      of a new Option, and both the cancellation of the Option and the new Option
      shall reduce the maximum number of shares for which Options may be granted
      to
      the holder of such Option in a calendar year.

    


    If
      an
      Option should expire or become unexercisable for any reason without having
      been
      exercised in full, the unpurchased Shares which were subject thereto shall,
      unless the Plan shall have been terminated, become available for further grant
      under the Plan.

     

    4. Administration.
      

    


    (a)
      Procedure.
      The
      Company's Board of Directors may appoint a Committee to administer the Plan
      which shall be constituted so as to permit the Plan to continue to comply with
      Rule 16b-3, as currently in effect or as hereafter modified or amended. The
      Committee appointed by the Board of Directors shall consist of not less than
      two
      members of the Board of Directors, to administer the Plan on behalf of the
      Board
      of Directors, subject to such terms and conditions as the Board of Directors
      may
      prescribe. Once appointed, the Committee shall continue to serve until otherwise
      directed by the Board of Directors. From time to time, the Board of Directors
      may increase the size of the Committee and appoint additional members thereof,
      remove members (with or without cause), and appoint new members in substitution
      therefor, fill vacancies however caused, or remove all members of the Committee
      and thereafter directly administer the Plan; provided, however, that at no
      time
      shall a Committee of less than two members administer the Plan. Subject to
      the
      provisions of the Plan, the Committee shall be authorized to interpret the
      Plan,
      to establish, amend and rescind any rules and regulations relating to the Plan
      and to make all other determinations necessary or advisable for the
      administration of the Plan. Notwithstanding anything to the contrary contained
      herein, no member of the Committee shall serve as such under this Plan unless
      such person is a "Non-Employee Director" within the meaning of Rule
      16b-3(b)(3)(i) of the Exchange Act. A majority vote of the members of the
      Committee shall be required for all of its actions.

     

    
      
        
        

      

      
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    A
      majority of the entire Committee shall constitute a quorum, and the action
      of
      the majority of the Committee members present at any meeting at which a quorum
      is present shall be the action of the Committee. All decisions, determinations,
      and interpretations of the Committee shall be final and conclusive on all
      persons affected thereby and shall, as to Incentive Stock Options, be consistent
      with Section 422 of the Code. The Committee shall have all of the powers and
      duties set forth herein, as well as such additional powers and duties as the
      Board of Directors may delegate to it; provided, however, that the Board of
      Directors expressly retains the right in its sole discretion (i) to elect and
      to
      replace the members of the Committee, and (ii) to terminate or amend this Plan
      in any manner consistent with applicable law.

    


    (b)
      Powers
      of the Committee.
      Subject
      to the provisions of the Plan, the Committee shall have the authority, in its
      discretion: (i) to grant Incentive Stock Options, in accordance with Section
      422
      of the Code, or to grant Non-ISO's; (ii) to determine the Fair Market Value
      of
      the Common Stock; (iii) to determine the exercise price per share of Options
      to
      be granted which exercise price shall be determined in accordance with Section
      8
      of the Plan; (iv) to determine the persons to whom (including, without
      limitation, members of the Committee) and the time or times at which, Options
      shall be granted and the number of Shares to be represented by each Option;
      (v)
      to interpret the Plan; (vi) to prescribe, amend and rescind rules and
      regulations relating to the Plan; (vii) to determine the terms and provisions
      of
      each Option granted (which need not be identical) and, with the consent of
      the
      holder thereof, modify or amend each Option; (viii) to accelerate or defer
      (with
      the consent of the Optionee) the exercise date of any Option; (ix) to authorize
      any person to execute on behalf of the Company any instrument required to
      effectuate the grant of an Option previously granted by the Board; and (x)
      to
      make all other determinations deemed necessary or advisable for the
      administration of the Plan.

    


    (c)
      Subject to the provisions of this Plan and compliance with Rule 16b-3 of the
      Exchange Act, the Committee may grant options under this Plan to members of
      the
      Company's Board of Directors, including members of the Committee, and in such
      regard may determine:

    


    (i)
      the
      time at which any such Option shall be granted; 

    


    (ii)
      the
      number of Shares covered by any such Option; 

    


    (iii)
      the
      time or times at which, or the period during which, any such Option may be
      exercised or whether it may be exercised in whole or in
      installments;

    


    (iv)
      the
      provisions of the agreement relating to any such Option; and

    


    (v)
      the
      Option Price of Shares subject to an Option granted such Board
      member.

    


    (d)
      Effect
      of the Committee's Decision.
      All
      decisions, determinations and interpretations of the Committee shall be final
      and binding on all Optionees and any other holders of any Options granted under
      the Plan.

    


    5.
      Eligibility.
      Incentive Stock Options may be granted only to Employees. Non-ISO's may be
      granted to Employees as well as non-employee Directors and Consultants of the
      Company as determined by the Board or any Committee. Any person who has been
      granted an Option may, if he is otherwise eligible, be granted an additional
      Option or Options.

     

    
      
        
        

      

      
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    Each
      grant of an Option shall be evidenced by an Option Agreement, and each Option
      Agreement shall (1) specify whether the Option is an Incentive Stock Option
      or a
      Non-ISO and (2) incorporate such other terms and conditions as the Committee
      acting in its absolute discretion deems consistent with the terms of this Plan,
      including, without limitation, a restriction on the number of shares of stock
      subject to the Option which first become exercisable during any calendar
      year.

    


    To
      the
      extent that the aggregate Fair Market Value of the stock of the Company subject
      to Incentive Stock Options granted (determined as of the date such an Incentive
      Stock Option is granted) which first become exercisable in any calendar year
      exceeds $100,000, such Options shall be treated as Non-ISO's. This $100,000
      limitation shall be administered in accordance with the rules under Section
      422(d) of the Code.

    


    6.
      Effective
      Date and Term of Plan.
      The
      effective date of this Plan ("Effective Date") shall be the date it is adopted
      by the Board, provided the shareholders of the Company (acting at a duly called
      meeting of such shareholders or by the written consent of shareholders) approve
      this Plan within twelve (12) months after such Effective Date. The effectiveness
      of Options granted under this Plan prior to the date such shareholder approval
      is obtained shall be contingent on such shareholder approval.

    


    Subject
      to the provisions of Section 13 hereof, no Option shall be granted under this
      Plan on or after the earlier of

    


    (1)
      the
      tenth anniversary of the Effective Date of this Plan in which event the Plan
      otherwise thereafter shall continue in effect until all outstanding Options
      shall have been surrendered or exercised in full or no longer are exercisable,
      or

    


    (2)
      the
      date on which all of the Common Stock reserved for issuance under Section 3
      of
      this Plan has (as a result of the exercise or expiration of Options granted
      under this Plan) been issued or no longer is available for use under this Plan,
      in which event the Plan also shall terminate on such date.

    


    7.
      Term
      of Option.
      An
      Option shall expire on the date specified in such Option, which date shall
      not
      be later than the tenth anniversary of the date on which the Option was granted,
      except that, if any Employee, at any time an Incentive Stock Option is granted
      to him or her, owns stock representing more than ten percent (10%) of the total
      combined voting power of all classes of Common Stock (or, under Section 424(d)
      of the Code is deemed to own stock representing more than ten percent (10%)
      of
      the total combined voting power of all such classes of Common Stock, by reason
      of the ownership of such classes of stock, directly or indirectly, by or for
      any
      brother, sister, spouse, ancestor or lineal descendant of such Employee, or
      by
      or for any corporation, partnership, state or trust of which such Employee
      is a
      shareholder, partner or beneficiary), the Incentive Stock Option granted him
      or
      her shall not be exercisable after the expiration of five (5) years from the
      date of grant or such earlier expiration as provided in the particular Option
      agreement.

    


    8. Exercise
      Price and Consideration. 

    


    (a)
      The
      per Share exercise price for the Shares to be issued pursuant to exercise of
      an
      Option shall be such price as is determined by the Board, but shall be subject
      to the following:

     

    
      
        
        

      

      
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    (i)
      In
      the case of an Incentive Stock Option 

    


    (A)
      granted to an Employee who, immediately before the grant of such Incentive
      Stock
      Option, owns stock representing more than ten percent (10%) of the voting power
      of all classes of stock of the Company or any Parent or Subsidiary, the per
      Share exercise price shall be no less than 110% of the Fair Market Value per
      Share on the date of grant.

    (B)
      granted to any Employee, the per share exercise price shall be no less than
      100%
      of the Fair Market Value per Share on the date of grant.

    


    (ii)
      In
      the case of a Non-ISO, the per share exercise price shall be determined by
      the
      Board on the date of grant.

    


    (b)
      The
      consideration to be paid for the Shares to be issued upon exercise of an Option,
      including the method of payment, shall be determined by the Board and may
      consist entirely of 

    


    (i)
      cash;

    


    (ii)
      check;

    


    (iii)
      subject to section 402
      of
      the Sarbanes-Oxley
      Act of 2002 as amended from time to time and subject to such terms and
      conditions as the Committee may impose, promissory note, provided such
      promissory note shall be full recourse as to principal and interest and shall
      bear interest at the market rate, which market rate shall be equal to the rate
      of interest available to the Optionee in a third party arms-length loan
      transaction of similar nature and amount;

     

    (iv)
      Shares of Common Stock having been held by the Optionee for at least six (6)
      months prior to being surrendered as consideration for the Shares to be issued
      upon exercise of an Option and having a Fair Market Value on the date of
      surrender equal to the aggregate exercise price of the Shares as to which said
      Option shall be exercised, or any combination of such methods of payment;
      or

    


    (v)
      such
      other consideration and method of payment for the issuance of Shares to the
      extent permitted under New York law.

    


    The
      Company shall be permitted to withhold shares to be issued under the Option
      to
      pay related income tax withholding requirements. The amount of such tax
      withholding shall be no greater than the applicable statutory withholding
      amount.

    


    9. Exercise
      of Option. 

    


    (a)
      Procedure
      for Exercise; Rights as a Shareholder.
      Any
      Option granted hereunder shall be exercisable at such times and under such
      conditions as determined by the Committee, including performance criteria with
      respect to the Company and/or the Optionee, and as shall be permissible under
      the terms of the Plan.

    


    An
      Option
      may not be exercised for a fraction of a Share. 

     

    
      
        
        

      

      
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    An
      Option
      shall be deemed to be exercised when written notice of such exercise has been
      given to the Company in accordance with the terms of the Option by the person
      entitled to exercise the Option and full payment for the Shares with respect
      to
      which the Option is exercised has been received by the Company. Full payment
      may, as authorized by the Board, consist of any consideration and method of
      payment allowable under Section 8(b) of the Plan. Until the issuance, which
      in
      no event will be delayed more than thirty (30) days from the date of the
      exercise of the Option, (as evidenced by the appropriate entry on the books
      of
      the Company or of a duly authorized transfer agent of the Company) of the stock
      certificate evidencing such Shares, no right to vote or receive dividends or
      any
      other rights as a shareholder shall exist with respect to the Optioned Stock,
      notwithstanding the exercise of the Option. No adjustment will be made for
      a
      dividend or other right for which the record date is prior to the date the
      stock
      certificate is issued, except as provided in the Plan.

    


    Exercise
      of an Option in any manner shall result in a decrease in the number of Shares
      which thereafter may be available, both for purposes of the Plan and for sale
      under the Option, by the number of Shares as to which the Option is
      exercised.

    


    (b)
      Termination
      of Status as an Employee, or Director or Consultant with Respect to
      Non-ISO's.
      Non-ISO's granted pursuant to the Plan may be exercised notwithstanding the
      termination of the Optionee's status as an employee, a non-employee Director
      or
      a Consultant, except as provided in the Plan or as provided by the terms of
      the
      Stock Option Agreement.

    


    (c)
      Termination
      of Service as an Employee with Respect to Incentive Stock
      Options.
      If the
      Continuous Service of any Employee terminates, he or she may, but only within
      thirty (30) days (or such other period of time not exceeding three (3) months
      as
      is determined by the Committee) after the date he or she ceases to be an
      Employee of the Company, exercise his or her Incentive Stock Option to the
      extent that he or she was entitled to exercise it as of the date of such
      termination. To the extent that he or she was not entitled to exercise the
      Incentive Stock Option at the date of such termination, or if he or she does
      not
      exercise such Option (which he or she was entitled to exercise) within the
      time
      specified herein, the Option shall terminate.

    


    (d)
      Disability
      of Optionee.
      Notwithstanding the provisions of Section 9(c) above, subject to Section 24
      hereof, in the event an Employee is unable to continue his or her Continued
      Service with the Company as a result of his or her total and permanent
      disability (within the meaning of Section 22(e)(3) of the Code), he or she
      may,
      but only within three (3) months (or such other period of time not exceeding
      twelve (12) months as is determined by the Committee) from the date of
      disability, exercise his or her Option to the extent he or she was entitled
      to
      exercise it at the date of such disability. To the extent that he or she was
      not
      entitled to exercise the Option at the date of disability, or if he or she
      does
      not exercise such Option (which he or she was entitled to exercise) within
      the
      time specified herein, the Option shall terminate.

    


    (e)
      Death
      of Optionee.
      In the
      event of the death of an Optionee:

    


    (i)
      during the term of the Option who is at the time of his or her death an Employee
      of the Company and who shall have been in Continuous Status as an Employee,
      a
      Director or Consultant since the date of grant of the Option, the Option may
      be
      exercised, subject to Section 24 hereof, at any time within twelve (12) months
      following the date of death, by the Optionee's estate or by a person who
      acquired the right to exercise the Option by bequest or inheritance, but only
      to
      the extent of the right to exercise that would have accrued had the Optionee
      continued living one (1) month after the date of death; or

     

    
      
        
        

      

      
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    (ii)
      within thirty (30) days (or such other period of time not exceeding three (3)
      months as is determined by the Committee) after the termination of Continuous
      Status as an Employee, a Director or Consultant, subject to Section 24 hereof,
      the Option may be exercised, at any time within three (3) months following
      the
      date of death, by the Optionee's estate or by a person who acquired the right
      to
      exercise the Option by bequest or inheritance, but only to the extent of the
      right to exercise that had accrued at the date of termination; except in the
      case of a Non-ISO, as otherwise provided in any option agreement between the
      Company and the Optionee.

    


    10. Transferability
      of Options. 

    


    (a)
      Incentive Stock Options may not be sold, pledged, assigned, hypothecated,
      transferred, or disposed of in any manner other than by will or by the laws
      of
      descent or distribution and may be exercised, during the life time of the
      Optionee only by the Optionee.

    


    (b)
      Non-ISOs may not be sold, pledged, assigned, hypothecated, transferred, or
      disposed of in any manner other than by will or by the laws of descent or
      distribution and may be exercised, during the lifetime of the Optionee, only
      by
      the Optionee; provided that the Board, in its sole discretion, may permit
      limited transferability, from time to time, on a general or specific basis,
      and
      may impose conditions and limitations on any permitted transferability.
      Following transfer, any such Options shall continue to be subject to the same
      terms and conditions as were applicable immediately prior to transfer, provided
      that for purposes of determining the rights of exercise under the Option, the
      term “Optionee” shall be deemed to refer to the transferee. The termination of
      service as an employee, non-employee director or consultant shall continue
      to be
      applied with respect to the original Optionee, following which the options
      shall
      be exercisable by the transferee only to the extent, and for the periods
      specified in Section 9 of the Plan and in the Stock Option Agreement.


    


    11.
      Adjustments
      Upon Changes in Capitalization or Merger.
      Subject
      to any required action by the shareholders of the Company, the number of shares
      of Common Stock covered by each outstanding Option, and the number of shares
      of
      Common Stock which have been authorized for issuance under the Plan but as
      to
      which no Options have yet been granted or which have been returned to the Plan
      upon cancellation or expiration of an Option, as well as the price per share
      of
      Common Stock covered by each such outstanding Option, shall be proportionately
      adjusted for any increase or decrease in the number of issued shares of Common
      Stock resulting from a stock split or the payment of a stock dividend with
      respect to the Common Stock or any other increase or decrease in the number
      of
      issued shares of Common Stock effected without receipt of consideration by
      the
      Company; provided, however, that conversion of any convertible securities of
      the
      Company shall not be deemed to have been "effected without receipt of
      consideration." Such adjustment shall be made by the Board, whose determination
      in that respect shall be final, binding and conclusive. Except as expressly
      provided herein, no issuance by the Company of shares of stock of any class,
      or
      securities convertible into shares of stock of any class, shall affect, and
      no
      adjustment by reason thereof shall be made with respect to, the number or
      exercise price of shares of Common Stock subject to an Option.

    


    In
      the
      event of the proposed dissolution or liquidation of the Company, or in the
      event
      of a proposed sale of all or substantially all of the assets of the Company,
      or
      the merger of the Company with or into another corporation, the Board may,
      in
      the exercise of its sole discretion in such instances, accelerate the vesting
      of
      all or any portion of Options then outstanding.

     

    
      
        
        

      

      
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    12.
      Time
      for Granting Options.
      The date
      of grant of an Option shall, for all purposes, be the date on which the Board
      makes the determination granting such Option. Notice of the determination shall
      be given to each Employee, non-employee Director and Consultant to whom an
      Option is so granted within a reasonable time after the date of such
      grant.

    


    13.
      Amendment
      and Termination of the Plan.
      (a) The
      Board may amend or terminate the Plan from time to time in such respects as
      the
      Board may deem advisable; provided that, the following revisions or amendments
      shall require approval of the holders of a majority of the outstanding shares
      of
      the Company entitled to vote:

    


    (i)
      any
      increase in the number of Shares subject to the Plan, other than in connection
      with an adjustment under Section 11 of the Plan;

    


    (ii)
      any
      change in the class of Employees which are eligible participants for Options
      under the Plan; or

    


    (iii)
      if
      shareholder approval of such amendment is required for continued compliance
      with
      Rule 16b-3.

    


    (b)
      Shareholder
      Approval.
      Any
      amendment requiring shareholder approval under Section 13(a) of the Plan shall
      be solicited as described in Section 17 of the Plan.

    


    (c)
      Effect
      of Amendment or Termination.
      Any such
      amendment or termination of the Plan shall not affect Options already granted
      and such Options shall remain in full force and effect as if this Plan had
      not
      been amended or terminated, unless mutually agreed otherwise between the
      Optionee and the Board, which agreement must be in writing and signed by the
      Optionee and the Company.

    


    14.
      Conditions
      Upon Issuance of Shares.
      Shares
      shall not be issued pursuant to the exercise of an Option unless the exercise
      of
      such Option and the issuance and delivery of such Shares pursuant thereto shall
      comply with all relevant provisions of law, including, without limitation,
      the
      Securities Act of 1933, as amended, the Exchange Act, the rules and regulations
      promulgated thereunder, and the requirements of any stock exchange upon which
      the Shares may then be listed, and shall be further subject to the approval
      of
      counsel for the Company with respect to such compliance.

    


    As
      a
      condition to the exercise of an Option, the Company may require the person
      exercising such Option to represent and warrant at the time of any such exercise
      that the Shares are being purchased only for investment and without any present
      intention to sell or distribute such Shares if, in the opinion of counsel for
      the Company, such a representation is required by any of the aforementioned
      relevant provisions of law.

    


    15.
      Reservation
      of Shares.
      The
      Company, during the term of this Plan, will at all times reserve and keep
      available such number of Shares as shall be sufficient to satisfy the
      requirements of the Plan.

    


    16.
      Option
      Agreement.
      Options
      shall be evidenced by written Option agreements in such form as the Committee
      shall approve.

     

    
      
        
        

      

      
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    17.
      Shareholder
      Approval.
      Continuance of the Plan shall be subject to approval by the shareholders of
      the
      Company within twelve (12) months before or after the date the Plan is adopted.
      If such shareholder approval is obtained at a duly held shareholders' meeting,
      it may be obtained by the affirmative vote of the holders of a majority of
      the
      outstanding shares of the Company present or represented and entitled to vote
      thereon. The approval of such shareholders of the Company shall be (1) solicited
      substantially in accordance with Section 14(a) of the Exchange Act and the
      rules
      and regulations promulgated thereunder, or (2) solicited after the Company
      has
      furnished in writing to the holders entitled to vote substantially the same
      information concerning the Plan as that which would be required by the rules
      and
      regulations in effect under Section 14(a) of the Exchange Act at the time such
      information is furnished.

    


    18.
      Miscellaneous
      Provisions.
      An
      Optionee shall have no rights as a shareholder with respect to any Shares
      covered by his Option until the date of the issuance of a stock certificate
      to
      him for such shares.

    


    19.
      Other
      Provisions.
      The
      stock option agreement authorized under the Plan shall contain such other
      provisions, including, without limitation, restrictions upon the exercise of
      the
      Option, as the Committee shall deem advisable. Any such stock option agreement
      shall contain such limitations and restrictions upon the exercise of the Option
      as shall be necessary in order that such option will be an Incentive Stock
      Option as defined in Section 422 of the Code if an Incentive Stock Option is
      intended to be granted.

    


    20.
      Indemnification
      of Committee.
      In
      addition to such other rights of indemnification as they may have as Directors
      or as members of the Committee, the members of the Committee shall be
      indemnified by the Company against the reasonable expenses, including attorneys'
      fees actually and necessarily incurred in connection with the defense of any
      action, suit or proceeding, or in connection with any appeal therein, to which
      they or any of them may be a party by reason of any action taken or failure
      to
      act under or in connection with the Plan or any Option granted thereunder,
      and
      against all amounts paid by them in settlement thereof (provided such settlement
      is approved by independent legal counsel selected by the Company) or paid by
      them 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 Board member is liable for negligence or misconduct
      in the performance of his duties; provided that within sixty (60) days after
      institution of any such action, suit or proceeding a Board member shall in
      writing offer the Company the opportunity, at its own expense, to handle and
      defend the same.

    


    21.
      Application
      of Funds.
      The
      proceeds received by the Company from the sale of Common Stock pursuant to
      Options will be used for general corporate purposes.

    


    22.
      No
      Obligation to Exercise Option.
      The
      granting of an Option shall impose no obligation upon the Optionee to exercise
      such Option.

    


    23.
      Other
      Compensation Plans.
      The
      adoption of the Plan shall not affect any other stock option or incentive or
      other compensation plans in effect for the Company or any Subsidiary, nor shall
      the Plan preclude the Company from establishing any other forms of incentive
      or
      other compensation for employees and Directors of the Company or any
      Subsidiary.

     

    
      
        
        

      

      
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    24.
      Compliance
      with Section 409A of the Code

    


    24.1.
      Options
      Subject to Code Section 409A. Notwithstanding
      anything to the contrary contained in the Plan, any
      Option that constitutes, or provides for,
      a
      deferral of compensation subject to Section 409A of the Code (a "Section 409A
      Award")
      shall
      satisfy the requirements of Section 409A of the Code and this Section 24, to
      the
      extent applicable. The Option agreement with respect to a Section 409A Award
      (the "409A Award Agreement") shall incorporate the terms and conditions required
      by Section 409A of the Code and this Section 24.

    


    24.2.
      Distributions
      under a Section 409A Award.

    


    (a)
      Subject to subsection (b), any shares of Common Stock, cash or other
      property
      or
      amounts to be paid or distributed upon the grant, issuance, vesting, exercise
      or
      payment of a Section 409A Award shall be distributed in accordance with the
      requirements of Section 409A(a)(2) of the Code, and shall not be distributed
      earlier than:

    


    (i) the
      Optionee’s separation from service,

    


    (ii) the
      date
      the Optionee becomes disabled,

    


    (iii)
       the
      Optionee's death,

    


    (iv) a
      specified time (or pursuant to a fixed schedule) specified under the 409A Award
      Agreement at the date of the deferral of such compensation,

    


    (v) to
      the
      extent provided by the Secretary of the Treasury, a change in the ownership
      or
      effective control of the Company or a Subsidiary, or in the ownership of a
      substantial portion of the assets of the Company or a Subsidiary,
      or

    


    (vi) the
      occurrence of an unforeseeable emergency with respect to the
      Optionee.

    


    (b) In
      the
      case of an Optionee who is a specified employee, the requirement of paragraph
      (a)(i) shall be met only if the distributions with respect to the Section 409A
      Award may
      not
      be made before the expiration of the applicable holding period under Section
      409A, if any, after the Optionee's separation from service
      (or, if
      earlier, the date of the Optionee's death). For purposes of this subsection
      (b),
      an Optionee shall
      be
      a specified employee if such Optionee is a key employee (as defined in Section
      416(i) of the
      Code
      without regard to paragraph (5) thereof) of a corporation any stock of which
      is
      publicly
      traded
      on an established securities market or otherwise, as determined under Section
      409A(a)(2)(B)(i) of the Code and the Treasury Regulations
      thereunder.

    


    (c) The
      requirement of paragraph (a)(vi) shall be met only if, as determined
under
      Treasury Regulations under Section 409A(a)(2)(B)(ii) of the Code, the amounts
      distributed with
      respect to the unforeseeable emergency do not exceed the amounts necessary
      to
      satisfy such
      unforeseeable emergency plus amounts necessary to pay taxes reasonably
      anticipated as a result of
      the
      distribution, after taking into account the extent to which such unforeseeable
      emergency is
      or may
      be relieved through reimbursement or compensation by insurance or otherwise
      or
      by liquidation of the Optionee's assets (to the extent the liquidation of such
      assets would not itself cause severe financial hardship).

     

    
      
        
        

      

      
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    (d) For
      purposes of this Section 24, the terms specified herein shall have
      the
      respective meanings ascribed thereto under Section 409A of the Code and the
      Treasury Regulations thereunder.

    


    24.3.
      Prohibition
      on Acceleration of Benefits. The
      time
      or schedule of any distribution or payment of any shares of Common Stock, cash
      or other property or amounts under a Section 409A Award shall not be
      accelerated, except as otherwise permitted under Section 409A(a)(3) of the
      Code
      and the Treasury Regulations thereunder.

    


     24.4. Compliance
      in Form and Operation. A
      Section
      409A Award, and any election under or with respect to such Section 409A Award,
      shall comply in form and operation with the requirements of Section 409A of
      the
      Code and the Treasury Regulations thereunder.

    


    25.
      Singular,
      Plural; Gender.
      Whenever
      used herein, nouns in the singular shall include the plural, and the masculine
      pronoun shall include the feminine gender.

    


    26.
      Headings,
      Etc., No Part of Plan.
      Headings
      of Articles and Sections hereof are inserted for convenience and reference;
      they
      constitute no part of the Plan.

    


    27.
      Governing
      Law.
      The Plan
      shall be governed by and construed in accordance with the laws of the State
      of
      New York, except to the extent preempted by Federal law. The Plan is intended
      to
      comply with Rule 16b-3. Any provisions inconsistent with Rule 16b-3 shall be
      inoperative and shall not affect the validity of the Plan, unless the Board
      of
      Directors shall expressly resolve that the Plan is no longer intended to comply
      with Rule 16b-3.

    


    Dated:
      March 14, 2008

    


    
      
        
        

      

      
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