Exhibit
      10.3

    


    ARNO
      THERAPEUTICS, INC.

    


    2005
      Stock Option Plan

    


    1. Purpose.
      The
      purpose of the 2005 Stock Option Plan (the “Plan”)
      of
      Arno Therapeutics, Inc. (the “Company”)
      is to
      increase shareholder value and to advance the interests of the Company by
      furnishing a variety of economic incentives (“Incentives”)
      designed to attract, retain and motivate employees, directors and consultants.
      Incentives may consist of opportunities to purchase or receive shares of Common
      Stock, $0.001 par value, of the Company (“Common
      Stock”),
      monetary payments or both on terms determined under this Plan.

    


    2. Administration.
      

    


    2.1 The
      Plan
      shall be administered by a committee of the Board of Directors of the Company
      (the “Committee”).
      The
      Committee shall consist of not less than two directors of the Company who shall
      be appointed from time to time by the board of directors of the Company. Each
      member of the Committee shall be a “non-employee director” within the meaning of
      Rule 16b-3 of the Exchange Act of 1934, as amended (together with the rules
      and
      regulations promulgated thereunder, the “Exchange
      Act”),
      and
      an “outside director” as defined in Section 162(m) of the Internal Revenue Code
      of 1986, as amended (the “Code”).
      The
      Committee shall have complete authority to determine all provisions of all
      Incentives awarded under the Plan (as consistent with the terms of the Plan),
      to
      interpret the Plan, and to make any other determination which it believes
      necessary and advisable for the proper administration of the Plan. The
      Committee’s decisions and matters relating to the Plan shall be final and
      conclusive on the Company and its participants. No member of the Committee
      will
      be liable for any action or determination made in good faith with respect to
      the
      Plan or any Incentives granted under the Plan. The Committee will also have
      the
      authority under the Plan to amend or modify the terms of any outstanding
      Incentives in any manner; provided, however, that the amended or modified terms
      are permitted by the Plan as then in effect and that any recipient on an
      Incentive adversely affected by such amended or modified terms has consented
      to
      such amendment or modification. No amendment or modification to an Incentive,
      however, whether pursuant to this Section 2 or any other provisions of the
      Plan,
      will be deemed to be a re-grant of such Incentive for purposes of this Plan.
      If
      at any time there is no Committee, then for purposes of the Plan the term
“Committee” shall mean the Company’s Board of Directors.

    


    2.2 In
      the
      event of (i) any reorganization, merger, consolidation, recapitalization,
      liquidation, reclassification, stock dividend, stock split, combination of
      shares, rights offering, extraordinary dividend or divestiture (including a
      spin-off) or any other similar change in corporate structure or shares,
      (ii) any purchase, acquisition, sale or disposition of a significant amount
      of assets or a significant business, (iii) any change in accounting
      principles or practices, or (iv) any other similar change, in each case
      with respect to the Company or any other entity whose performance is relevant
      to
      the grant or vesting of an Incentive, the Committee (or, if the Company is
      not
      the surviving corporation in any such transaction, the board of directors of
      the
      surviving corporation) may, without the consent of any affected participant,
      amend or modify the vesting criteria of any outstanding Incentive that is based
      in whole or in part on the financial performance of the Company (or any
      subsidiary or division thereof) or such other entity so as equitably to reflect
      such event, with the desired result that the criteria for evaluating such
      financial performance of the Company or such other entity will be substantially
      the same (in the sole discretion of the Committee or the board of directors
      of
      the surviving corporation) following such event as prior to such event;
      provided, however, that the amended or modified terms are permitted by the
      Plan
      as then in effect.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

      Exhibit
        10.3

       

    

    3. Eligible
      Participants.
      Employees of the Company or its subsidiaries (including officers and employees
      of the Company or its subsidiaries), directors and consultants, advisors or
      other independent contractors who provide services to the Company or its
      subsidiaries (including members of the Company’s scientific advisory board)
      shall become eligible to receive Incentives under the Plan when designated
      by
      the Committee. Participants may be designated individually or by groups or
      categories (for example, by pay grade) as the Committee deems appropriate.
      Participation by officers of the Company or its subsidiaries and any performance
      objectives relating to such officers must be approved by the Committee.
      Participation by others and any performance objectives relating to others may
      be
      approved by groups or categories (for example, by pay grade) and authority
      to
      designate participants who are not officers and to set or modify such targets
      may be delegated. 

    


    4. Types
      of Incentives.
      Incentives under the Plan may be granted in any one or a combination of the
      following forms: (a) incentive stock options and non-statutory stock options
      (Section 6); (b) stock appreciation rights (“SARs”)
      (Section 7); (c) stock awards (Section 8); (d) restricted stock (Section 8);
      and
      (e) performance shares (Section 9).

    


    5. Shares
      Subject to the Plan.

    


    5.1. Number
      of Shares.
      Subject
      to adjustment as provided in Section 11.6, the number of shares of Common Stock
      which may be issued under the Plan shall not exceed 1,500,000 shares of Common
      Stock. Shares of Common Stock that are issued under the Plan or that are subject
      to outstanding Incentives will be applied to reduce the maximum number of shares
      of Common Stock remaining available for issuance under the Plan. 

    


    5.2. Cancellation.
      To the
      extent that cash in lieu of shares of Common Stock is delivered upon the
      exercise of an SAR pursuant to Section 7.4, the Company shall be deemed, for
      purposes of applying the limitation on the number of shares, to have issued
      the
      greater of the number of shares of Common Stock which it was entitled to issue
      upon such exercise or on the exercise of any related option. In the event that
      a
      stock option or SAR granted hereunder expires or is terminated or canceled
      unexercised or unvested as to any shares of Common Stock, such shares may again
      be issued under the Plan either pursuant to stock options, SARs or otherwise.
      In
      the event that shares of Common Stock are issued as restricted stock or pursuant
      to a stock award and thereafter are forfeited or reacquired by the Company
      pursuant to rights reserved upon issuance thereof, such forfeited and reacquired
      shares may again be issued under the Plan, either as restricted stock, pursuant
      to stock awards or otherwise. The Committee may also determine to cancel, and
      agree to the cancellation of, stock options in order to make a participant
      eligible for the grant of a stock option at a lower price than the option to
      be
      canceled.

    


    6. Stock
      Options.
      A stock
      option is a right to purchase shares of Common Stock from the Company. The
      Committee may designate whether an option is to be considered an incentive
      stock
      option or a non-statutory stock option. To the extent that any incentive stock
      option granted under the Plan ceases for any reason to qualify as an “incentive
      stock option” for purposes of Section 422 of the Code, such incentive stock
      option will continue to be outstanding for purposes of the Plan but will
      thereafter be deemed to be a non-statutory stock option. Each stock option
      granted by the Committee under this Plan shall be subject to the following
      terms
      and conditions:

    


    6.1. Price.
      The
      option price per share shall be determined by the Committee, subject to
      adjustment under Section 11.6.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

      Exhibit
        10.3

       

    

    6.2. Number.
      The
      number of shares of Common Stock subject to the option shall be determined
      by
      the Committee, subject to adjustment as provided in Section 11.6. The number
      of
      shares of Common Stock subject to a stock option shall be reduced in the same
      proportion that the holder thereof exercises a SAR if any SAR is granted in
      conjunction with or related to the stock option. No individual may receive
      options to purchase more than 1,000,000 shares in any year. 

     

    6.3. Duration
      and Time for Exercise.
      Subject
      to earlier termination as provided in Section 11.4, the term of each stock
      option shall be determined by the Committee but shall not exceed ten years
      and
      one day from the date of grant. Each stock option shall become exercisable
      at
      such time or times during its term as shall be determined by the Committee
      at
      the time of grant. The Committee may accelerate the exercisability of any stock
      option. Subject to the foregoing and with the approval of the Committee, all
      or
      any part of the shares of Common Stock with respect to which the right to
      purchase has accrued may be purchased by the Company at the time of such accrual
      or at any time or times thereafter during the term of the option.

    


    6.4. Manner
      of Exercise.
      Subject
      to the conditions contained in this Plan and in the agreement with the recipient
      evidencing such option, a stock option may be exercised, in whole or in part,
      by
      giving written notice to the Company, specifying the number of shares of Common
      Stock to be purchased and accompanied by the full purchase price for such
      shares. The exercise price shall be payable (a) in United States dollars upon
      exercise of the option and may be paid by cash; uncertified or certified check;
      bank draft; (b) at the discretion of the Committee, by delivery of shares of
      Common Stock that are already owned by the participant in payment of all or
      any
      part of the exercise price, which shares shall be valued for this purpose at
      the
      Fair Market Value on the date such option is exercised; or (c) at the discretion
      of the Committee, by instructing the Company to withhold from the shares of
      Common Stock issuable upon exercise of the stock option shares of Common Stock
      in payment of all or any part of the exercise price and/or any related
      withholding tax obligations, which shares shall be valued for this purpose
      at
      the Fair Market Value or in such other manner as may be authorized from time
      to
      time by the Committee. The shares of Common Stock delivered by the participant
      pursuant to Section 6.4(b) must have been held by the participant for a period
      of not less than six months prior to the exercise of the option, unless
      otherwise determined by the Committee. Prior to the issuance of shares of Common
      Stock upon the exercise of a stock option, a participant shall have no rights
      as
      a shareholder. Except as otherwise provided in the Plan, no adjustment will
      be
      made for dividends or distributions with respect to such stock options as to
      which there is a record date preceding the date the participant becomes the
      holder of record of such shares, except as the Committee may determine in its
      discretion.

    


    6.5. Incentive
      Stock Options.
      Notwithstanding anything in the Plan to the contrary, the following additional
      provisions shall apply to the grant of stock options which are intended to
      qualify as Incentive Stock Options (as such term is defined in Section 422
      of
      the Code):

    


    (a) The
      aggregate Fair Market Value (determined as of the time the option is granted)
      of
      the shares of Common Stock with respect to which Incentive Stock Options are
      exercisable for the first time by any participant during any calendar year
      (under the Plan and any other incentive stock option plans of the Company or
      any
      subsidiary or parent corporation of the Company) shall not exceed $100,000.
      The
      determination will be made by taking incentive stock options into account in
      the
      order in which they were granted. 

    


    (b) Any
      Incentive Stock Option certificate authorized under the Plan shall contain
      such
      other provisions as the Committee shall deem advisable, but shall in all events
      be consistent with and contain all provisions required in order to qualify
      the
      options as Incentive Stock Options.

    


    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

       

      Exhibit
        10.3

       

    

    (c) All
      Incentive Stock Options must be granted within ten years from the earlier of
      the
      date on which this Plan was adopted by board of directors or the date this
      Plan
      was approved by the Company’s shareholders. 

    


    (d) Unless
      sooner exercised, all Incentive Stock Options shall expire no later than 10
      years after the date of grant. No Incentive Stock Option may be exercisable
      after ten (10) years from its date of grant (five (5) years from its date of
      grant if, at the time the Incentive Stock Option is granted, the Participant
      owns, directly or indirectly, more than 10% of the total combined voting power
      of all classes of stock of the Company or any parent or subsidiary corporation
      of the Company).

    


    (e) The
      exercise price for Incentive Stock Options shall be not less than 100% of the
      Fair Market Value of one share of Common Stock on the date of grant with respect
      to an Incentive Stock Option; provided that the exercise price shall be 110%
      of
      the Fair Market Value if, at the time the Incentive Stock Option is granted,
      the
      participant owns, directly or indirectly, more than 10% of the total combined
      voting power of all classes of stock of the Company or any parent or subsidiary
      corporation of the Company.

    


    7. Stock
      Appreciation Rights.
      An SAR
      is a right to receive, without payment to the Company, a number of shares of
      Common Stock, cash or any combination thereof, the amount of which is determined
      pursuant to the formula set forth in Section 7.4. An SAR may be granted (a)
      with
      respect to any stock option granted under this Plan, either concurrently with
      the grant of such stock option or at such later time as determined by the
      Committee (as to all or any portion of the shares of Common Stock subject to
      the
      stock option), or (b) alone, without reference to any related stock option.
      Each
      SAR granted by the Committee under this Plan shall be subject to the following
      terms and conditions:

    


    7.1. Number;
      Exercise Price.
      Each
      SAR granted to any participant shall relate to such number of shares of Common
      Stock as shall be determined by the Committee, subject to adjustment as provided
      in Section 11.6. In the case of an SAR granted with respect to a stock option,
      the number of shares of Common Stock to which the SAR pertains shall be reduced
      in the same proportion that the holder of the option exercises the related
      stock
      option. The exercise price of an SAR will be determined by the Committee, in
      its
      discretion, at the date of grant but may not be less than 100% of the Fair
      Market Value of one share of Common Stock on the date of grant.

    


    7.2. Duration.
      Subject
      to earlier termination as provided in Section 11.4, the term of each SAR shall
      be determined by the Committee but shall not exceed ten years and one day from
      the date of grant. Unless otherwise provided by the Committee, each SAR shall
      become exercisable at such time or times, to such extent and upon such
      conditions as the stock option, if any, to which it relates is exercisable.
      The
      Committee may in its discretion accelerate the exercisability of any
      SAR.

    


    7.3. Exercise.
      An SAR
      may be exercised, in whole or in part, by giving written notice to the Company,
      specifying the number of SARs which the holder wishes to exercise. Upon receipt
      of such written notice, the Company shall, within 90 days thereafter, deliver
      to
      the exercising holder certificates for the shares of Common Stock or cash or
      both, as determined by the Committee, to which the holder is entitled pursuant
      to Section 7.4.

    


    
      
         

      

      
        -4-

        
          

        

      

      
         

      

    

     

    Exhibit
      10.3

     

    7.4. Payment.
      Subject
      to the right of the Committee to deliver cash in lieu of shares of Common Stock
      (which, as it pertains to officers and directors of the Company, shall comply
      with all requirements of the Exchange Act), the number of shares of Common
      Stock
      which shall be issuable upon the exercise of an SAR shall be determined by
      dividing:

     

    (a) the
      number of shares of Common Stock as to which the SAR is exercised multiplied
      by
      the amount of the appreciation in such shares (for this purpose, the
“appreciation” shall be the amount by which the Fair Market Value of the shares
      of Common Stock subject to the SAR on the exercise date exceeds (1) in the
      case
      of an SAR related to a stock option, the exercise price of the shares of Common
      Stock under the stock option or (2) in the case of an SAR granted alone, without
      reference to a related stock option, an amount which shall be determined by
      the
      Committee at the time of grant, subject to adjustment under Section 11.6);
      by

    


    (b) the
      Fair
      Market Value of a share of Common Stock on the exercise date.

    


    In
      lieu
      of issuing shares of Common Stock upon the exercise of a SAR, the Committee
      may
      elect to pay the holder of the SAR cash equal to the Fair Market Value on the
      exercise date of any or all of the shares which would otherwise be issuable.
      No
      fractional shares of Common Stock shall be issued upon the exercise of an SAR;
      instead, the holder of the SAR shall be entitled to receive a cash adjustment
      equal to the same fraction of the Fair Market Value of a share of Common Stock
      on the exercise date or to purchase the portion necessary to make a whole share
      at its Fair Market Value on the date of exercise.

    


    8. Stock
      Awards and Restricted Stock.
      A stock
      award consists of the transfer by the Company to a participant of shares of
      Common Stock, without other payment therefor, as additional compensation for
      services to the Company. The participant receiving a stock award will have
      all
      voting, dividend, liquidation and other rights with respect to the shares of
      Common Stock issued to a participant as a stock award under this Section 8
      upon
      the participant becoming the holder of record of such shares. A share of
      restricted stock consists of shares of Common Stock which are sold or
      transferred by the Company to a participant at a price determined by the
      Committee (which price shall be at least equal to the minimum price required
      by
      applicable law for the issuance of a share of Common Stock) and subject to
      restrictions on their sale or other transfer by the participant, which
      restrictions and conditions may be determined by the Committee as long as such
      restrictions and conditions are not inconsistent with the terms of the Plan.
      The
      transfer of Common Stock pursuant to stock awards and the transfer and sale
      of
      restricted stock shall be subject to the following terms and
      conditions:

    


    8.1. Number
      of Shares.
      The
      number of shares to be transferred or sold by the Company to a participant
      pursuant to a stock award or as restricted stock shall be determined by the
      Committee.

    


    8.2. Sale
      Price.
      The
      Committee shall determine the price, if any, at which shares of restricted
      stock
      shall be sold or granted to a participant, which may vary from time to time
      and
      among participants and which may be below the Fair Market Value of such shares
      of Common Stock at the date of sale.

    


    8.3. Restrictions.
      All
      shares of restricted stock transferred or sold hereunder shall be subject to
      such restrictions as the Committee may determine, including, without limitation
      any or all of the following:

     

    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

       

      Exhibit
        10.3

      
        


        (a) a
          prohibition against the sale, transfer, pledge or other encumbrance of
          the
          shares of restricted stock, such prohibition to lapse at such time or times
          as
          the Committee shall determine (whether in annual or more frequent installments,
          at the time of the death, disability or retirement of the holder of such
          shares,
          or otherwise);

         

      

    

    (b) a
      requirement that the holder of shares of restricted stock forfeit, or (in the
      case of shares sold to a participant) resell back to the Company at his or
      her
      cost, all or a part of such shares in the event of termination of his or her
      employment or consulting engagement during any period in which such shares
      are
      subject to restrictions; or

    


    (c) such
      other conditions or restrictions as the Committee may deem
      advisable.

    


    8.4. Escrow.
      In
      order to enforce the restrictions imposed by the Committee pursuant to Section
      8.3, the participant receiving restricted stock shall enter into an agreement
      with the Company setting forth the conditions of the grant. Shares of restricted
      stock shall be registered in the name of the participant and deposited, together
      with a stock power endorsed in blank, with the Company. Each such certificate
      shall bear a legend in substantially the following form:

    


    The
      transferability of this certificate and the shares of Common Stock represented
      by it are subject to the terms and conditions (including conditions of
      forfeiture) contained in the 2005 Stock Option Plan of Arno Therapeutics, Inc.,
      (the “Company”), and an agreement entered into between the registered owner and
      the Company. A copy of the 2005 Stock Option Plan and the agreement is on file
      in the office of the secretary of the Company.

    


    8.5. End
      of
      Restrictions.
      Subject
      to Section 11.5, at the end of any time period during which the shares of
      restricted stock are subject to forfeiture and restrictions on transfer, such
      shares will be delivered free of all restrictions to the participant or to
      the
      participant’s legal representative, beneficiary or heir.

    


    8.6. Shareholder.
      Subject
      to the terms and conditions of the Plan, each participant receiving restricted
      stock shall have all the rights of a shareholder with respect to shares of
      stock
      during any period in which such shares are subject to forfeiture and
      restrictions on transfer, including without limitation, the right to vote such
      shares. Dividends paid in cash or property other than Common Stock with respect
      to shares of restricted stock shall be paid to the participant currently. Unless
      the Committee determines otherwise in its sole discretion, any dividends or
      distributions (including regular quarterly cash dividends) paid with respect
      to
      shares of Common Stock subject to the restrictions set forth above will be
      subject to the same restrictions as the shares to which such dividends or
      distributions relate. In the event the Committee determines not to pay dividends
      or distributions currently, the Committee will determine in its sole discretion
      whether any interest will be paid on such dividends or distributions. In
      addition, the Committee in its sole discretion may require such dividends and
      distributions to be reinvested (and in such case the participant consents to
      such reinvestment) in shares of Common Stock that will be subject to the same
      restrictions as the shares to which such dividends or distributions
      relate.

    


    9. Performance
      Shares.
      A
      performance share consists of an award which shall be paid in shares of Common
      Stock, as described below. The grant of a performance share shall be subject
      to
      such terms and conditions as the Committee deems appropriate, including the
      following:

    


    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

       

      Exhibit
        10.3

       

    

    9.1. Performance
      Objectives.
      Each
      performance share will be subject to performance objectives for the Company
      or
      one of its operating units to be achieved by the participant before the end
      of a
      specified period. The number of performance shares granted shall be determined
      by the Committee and may be subject to such terms and conditions, as the
      Committee shall determine. If the performance objectives are achieved, each
      participant will be paid in shares of Common Stock or cash as determined by
      the
      Committee. If such objectives are not met, each grant of performance shares
      may
      provide for lesser payments in accordance with formulas established in the
      award.

    


    9.2. Not
      Shareholder.
      The
      grant of performance shares to a participant shall not create any rights in
      such
      participant as a shareholder of the Company, until the payment of shares of
      Common Stock with respect to an award.

    


    9.3. No
      Adjustments.
      No
      adjustment shall be made in performance shares granted on account of cash
      dividends which may be paid or other rights which may be issued to the holders
      of Common Stock prior to the end of any period for which performance objectives
      were established.

    


    9.4. Expiration
      of Performance Share.
      If any
      participant’s employment or consulting engagement with the Company is terminated
      for any reason other than normal retirement, death or disability prior to the
      achievement of the participant’s stated performance objectives, all the
      participant’s rights on the performance shares shall expire and terminate unless
      otherwise determined by the Committee. In the event of termination of employment
      or consulting by reason of death, disability, or normal retirement, the
      Committee, in its own discretion may determine what portions, if any, of the
      performance shares should be paid to the participant.

    


    10. Change
      of Control.

    


    10.1 Change
      in Control.
      For
      purposes of this Section 10, a “Change
      in Control”
of
      the
      Company will mean the following:

     

    (a) the
      sale,
      lease, exchange or other transfer, directly or indirectly, of substantially
      all
      of the assets of the Company (in one transaction or in a series of related
      transactions) to a person or entity that is not controlled by the Company;
      

     

    (b) the
      approval by the shareholders of the Company of any plan or proposal for the
      liquidation or dissolution of the Company;

     

    (c) any
      person becomes after the effective date of the Plan the “beneficial owner” (as
      defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of (i)
      20% or more, but not 50% or more, of the combined voting power of the Company’s
      outstanding securities ordinarily having the right to vote at elections of
      directors, unless the transaction resulting in such ownership has been approved
      in advance by the Continuing Directors (as defined below), or (ii) 50% or more
      of the combined voting power of the Company’s outstanding securities ordinarily
      having the right to vote at elections of directors (regardless of any approval
      by the Continuing Directors); provided that a traditional institution or venture
      capital financing transaction shall be excluded from this
      definition;

     

    (d) a
      merger
      or consolidation to which the Company is a party if the shareholders of the
      Company immediately prior to effective date of such merger or consolidation
      have
“beneficial ownership” (as defined in Rule 13d-3 under the Exchange Act),
      immediately following the effective date of such merger or consolidation, of
      securities of the surviving corporation representing (i) 50% or more, but less
      than 80%, of the combined voting power of the surviving corporation’s then
      outstanding securities ordinarily having the right to vote at elections of
      directors, unless such merger or consolidation has been approved in advance
      by
      the Continuing Directors, or (ii) less than 50% of the combined voting
      power of the surviving corporation’s then outstanding securities ordinarily
      having the right to vote at elections of directors (regardless of any approval
      by the Continuing Directors); or

     

    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        

      

       

      Exhibit
        10.3

       

    

    (e) after
      the
      date the Company’s securities are first sold in a registered public offering,
      the Continuing Directors cease for any reason to constitute at least a majority
      of the Board. 

     

    10.2 Continuing
      Directors.
      For
      purposes of this Section 10, “Continuing
      Directors”
of
      the
      Company will mean any individuals who are members of the Board on the effective
      date of the Plan and any individual who subsequently becomes a member of the
      Board whose election, or nomination for election by the Company’s shareholders,
      was approved by a vote of at least a majority of the Continuing Directors
      (either by specific vote or by approval of the Company’s proxy statement in
      which such individual is named as a nominee for director without objection
      to
      such nomination).

     

    10.3 Acceleration
      of Incentives.
      Without
      limiting the authority of the Committee under the Plan, if a Change in Control
      of the Company occurs whereby the acquiring entity or successor to the Company
      does not assume the Incentives or replace them with substantially equivalent
      incentive awards, then, unless otherwise provided by the Committee in its sole
      discretion in the agreement evidencing an Incentive at the time of grant, then
      as of the date of the Change of Control (a) all outstanding options and SARs
      will vest and will become immediately exercisable in full and will remain
      exercisable for the remainder of their terms, regardless of whether the
      participant to whom such options or SARs have been granted remains in the employ
      or service of the Company or any subsidiary of the Company or any acquiring
      entity or successor to the Company; (b) the restrictions on all shares of
      restricted stock awards shall lapse immediately; and (c) all performance shares
      shall be deemed to be met and payment made immediately.

     

    10.4 Cash
      Payment for Options.
      If a
      Change in Control of the Company occurs, then the Committee, if approved by
      the
      Committee in its sole discretion either in an agreement evidencing an option
      at
      the time of grant or at any time after the grant of an option, and without
      the
      consent of any participant affected thereby, may determine that:

     

    (a) some
      or
      all participants holding outstanding options will receive, with respect to
      some
      or all of the shares of Common Stock subject to such options, as of the
      effective date of any such Change in Control of the Company, cash in an amount
      equal to the excess of the Fair Market Value of such shares immediately prior
      to
      the effective date of such Change in Control of the Company over the exercise
      price per share of such options; and

     

    (b) any
      options as to which, as of the effective date of any such Change in Control,
      the
      Fair Market Value of the shares of Common Stock subject to such options is
      less
      than or equal to the exercise price per share of such options, shall terminate
      as of the effective date of any such Change in Control.

     

    
      	 	
              If
                the Committee makes a determination as set forth in subparagraph
                (a) of
                this Section 10.4, then as of the effective date of any such Change
                in
                Control of the Company such options will terminate as to such shares
                and
                the participants formerly holding such options will only have the
                right to
                receive such cash payment(s). If the Committee makes a determination
                as
                set forth in subparagraph (b) of this Section 10.4, then as of the
                effective date of any such Change in Control of the Company such
                options
                will terminate, become void and expire as to all unexercised shares
                of
                Common Stock subject to such options on such date, and the participants
                formerly holding such options will have no further rights with respect
                to
                such options.

            


    

    


    
      
        
        

      

      
        -8-

        
          

        

      

      
        
        

      

       

      Exhibit
        10.3

       

    

    11. General.

    


    11.1. Effective
      Date.
      The
      Plan will become effective upon approval by the Company’s board of directors.


    


    11.2. Duration.
      The
      Plan shall remain in effect until all Incentives granted under the Plan have
      either been satisfied by the issuance of shares of Common Stock or the payment
      of cash or been terminated under the terms of the Plan and all restrictions
      imposed on shares of Common Stock in connection with their issuance under the
      Plan have lapsed. No Incentives may be granted under the Plan after the tenth
      anniversary of the date the Plan is approved by the shareholders of the
      Company.

    


    11.3. Non-transferability
      of Incentives.
      Except,
      in the event of the holder’s death, by will or the laws of descent and
      distribution to the limited extent provided in the Plan or the Incentive, unless
      approved by the Committee, no stock option, SAR, restricted stock or performance
      award may be transferred, pledged or assigned by the holder thereof, either
      voluntarily or involuntarily, directly or indirectly, by operation of law or
      otherwise, and the Company shall not be required to recognize any attempted
      assignment of such rights by any participant. During a participant’s lifetime,
      an Incentive may be exercised only by him or her or by his or her guardian
      or
      legal representative.

    


    11.4. Effect
      of Termination or Death.
      In the
      event that a participant ceases to be an employee of or consultant to the
      Company, or the participants other service with the Company is terminated,
      for
      any reason, including death, any Incentives may be exercised or shall expire
      at
      such times as may be determined by the Committee in its sole discretion in
      the
      agreement evidencing an Incentive. Notwithstanding the other provisions of
      this
      Section 10.4, upon a participant’s termination of employment or other
      service with the Company and all subsidiaries, the Committee may, in its sole
      discretion (which may be exercised at any time on or after the date of grant,
      including following such termination), cause options and SARs (or any part
      thereof) then held by such participant to become or continue to become
      exercisable and/or remain exercisable following such termination of employment
      or service and Restricted Stock Awards, Performance Shares and Stock Awards
      then
      held by such participant to vest and/or continue to vest or become free of
      transfer restrictions, as the case may be, following such termination of
      employment or service, in each case in the manner determined by the Committee;
      provided, however, that no Incentive may remain exercisable or continue to
      vest
      beyond its expiration date. Any Incentive Stock Option that remains unexercised
      more than one (1) year following termination of employment by reason of death
      or
      disability or more than three (3) months following termination for any reason
      other than death or disability will thereafter be deemed to be a Non-Statutory
      Stock Option. 

    


    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

       

      Exhibit
        10.3

       

    

    11.5. Additional
      Conditions.
      Notwithstanding anything in this Plan to the contrary: (a) the Company may,
      if
      it shall determine it necessary or desirable for any reason, at the time of
      award of any Incentive or the issuance of any shares of Common Stock pursuant
      to
      any Incentive, require the recipient of the Incentive, as a condition to the
      receipt thereof or to the receipt of shares of Common Stock issued pursuant
      thereto, to deliver to the Company a written representation of present intention
      to acquire the Incentive or the shares of Common Stock issued pursuant thereto
      for his or her own account for investment and not for distribution; and (b)
      if
      at any time the Company further determines, in its sole discretion, that the
      listing, registration or qualification (or any updating of any such document)
      of
      any Incentive or the shares of Common Stock issuable pursuant thereto is
      necessary on any securities exchange or under any federal or state securities
      or
      blue sky law, or that the consent or approval of any governmental regulatory
      body is necessary or desirable as a condition of, or in connection with the
      award of any Incentive, the issuance of shares of Common Stock pursuant thereto,
      or the removal of any restrictions imposed on such shares, such Incentive shall
      not be awarded or such shares of Common Stock shall not be issued or such
      restrictions shall not be removed, as the case may be, in whole or in part,
      unless such listing, registration, qualification, consent or approval shall
      have
      been effected or obtained free of any conditions not acceptable to the Company.
      Notwithstanding any other provision of the Plan or any agreements entered into
      pursuant to the Plan, the Company will not be required to issue any shares
      of
      Common Stock under this Plan, and a participant may not sell, assign, transfer
      or otherwise dispose of shares of Common Stock issued pursuant to any Incentives
      granted under the Plan, unless (a) there is in effect with respect to such
      shares a registration statement under the Securities Act of 1933, as amended
      (the “Securities
      Act”),
      and
      any applicable state or foreign securities laws or an exemption from such
      registration under the Securities Act and applicable state or foreign securities
      laws, and (b) there has been obtained any other consent, approval or permit
      from any other regulatory body which the Committee, in its sole discretion,
      deems necessary or advisable. The Company may condition such issuance, sale
      or
      transfer upon the receipt of any representations or agreements from the parties
      involved, and the placement of any legends on certificates representing shares
      of Common Stock, as may be deemed necessary or advisable by the Company in
      order
      to comply with such securities law or other restrictions.

    


    11.6. Adjustment.
      In the
      event of any merger, consolidation or reorganization of the Company with any
      other corporation or corporations, there shall be substituted for each of the
      shares of Common Stock then subject to the Plan, including shares subject to
      restrictions, options, or achievement of performance share objectives, the
      number and kind of shares of stock or other securities to which the holders
      of
      the shares of Common Stock will be entitled pursuant to the transaction. In
      the
      event of any recapitalization, reclassification, stock dividend, stock split,
      combination of shares or other similar change in the corporate structure of
      the
      Company or shares of the Company, the exercise price of an outstanding Incentive
      and the number of shares of Common Stock then subject to the Plan, including
      shares subject to restrictions, options or achievements of performance shares,
      shall be adjusted in proportion to the change in outstanding shares of Common
      Stock in order to prevent dilution or enlargement of the rights of the
      participants. In the event of any such adjustments, the purchase price of any
      option, the performance objectives of any Incentive, and the shares of Common
      Stock issuable pursuant to any Incentive shall be adjusted as and to the extent
      appropriate, in the discretion of the Committee, to provide participants with
      the same relative rights before and after such adjustment.

    


    11.7. Incentive
      Plans and Agreements.
      Except
      in the case of stock awards or cash awards, the terms of each Incentive shall
      be
      stated in a plan or agreement approved by the Committee. The Committee may
      also
      determine to enter into agreements with holders of options to reclassify or
      convert certain outstanding options, within the terms of the Plan, as Incentive
      Stock Options or as non-statutory stock options and in order to eliminate SARs
      with respect to all or part of such options and any other previously issued
      options.

    


    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

       

      Exhibit
        10.3

       

    

    11.8. Withholding.

    


    (a) The
      Company shall have the right to (i) withhold and deduct from any payments made
      under the Plan or from future wages of the participant (or from other amounts
      that may be due and owing to the participant from the Company or a subsidiary
      of
      the Company), or make other arrangements for the collection of, all legally
      required amounts necessary to satisfy any and all foreign, federal, state and
      local withholding and employment-related tax requirements attributable to an
      Incentive, or (ii) require the participant promptly to remit the amount of
      such
      withholding to the Company before taking any action, including issuing any
      shares of Common Stock, with respect to an Incentive. At any time when a
      participant is required to pay to the Company an amount required to be withheld
      under applicable income tax laws in connection with a distribution of Common
      Stock or upon exercise of an option or SAR, the participant may satisfy this
      obligation in whole or in part by electing (the “Election”)
      to
      have the Company withhold from the distribution shares of Common Stock having
      a
      value up to the amount required to be withheld. The value of the shares to
      be
      withheld shall be based on the Fair Market Value of the Common Stock on the
      date
      that the amount of tax to be withheld shall be determined (“Tax
      Date”).

    


    (b) Each
      Election must be made prior to the Tax Date. The Committee may disapprove of
      any
      Election, may suspend or terminate the right to make Elections, or may provide
      with respect to any Incentive that the right to make Elections shall not apply
      to such Incentive. An Election is irrevocable.

    


    (c) If
      a
      participant is an officer or director of the Company within the meaning of
      Section 16 of the Exchange Act, then an Election is subject to the following
      additional restrictions:

    


    (1) No
      Election shall be effective for a Tax Date which occurs within six months of
      the
      grant or exercise of the award, except that this limitation shall not apply
      in
      the event death or disability of the participant occurs prior to the expiration
      of the six-month period.

    


    (2) The
      Election must be made either six months prior to the Tax Date or must be made
      during a period beginning on the third business day following the date of
      release for publication of the Company’s quarterly or annual summary statements
      of sales and earnings and ending on the twelfth business day following such
      date.

    


    11.9. No
      Continued Employment, Engagement or Right to Corporate Assets.
      No
      participant under the Plan shall have any right, because of his or her
      participation, to continue in the employ of the Company for any period of time
      or to any right to continue his or her present or any other rate of
      compensation. Nothing contained in the Plan shall be construed as giving an
      employee, a consultant, such persons’ beneficiaries or any other person any
      equity or interests of any kind in the assets of the Company or creating a
      trust
      of any kind or a fiduciary relationship of any kind between the Company and
      any
      such person.

    


    11.10. Deferral
      Permitted.
      Payment
      of cash or distribution of any shares of Common Stock to which a participant
      is
      entitled under any Incentive shall be made as provided in the Incentive. Payment
      may be deferred at the option of the participant if provided in the
      Incentive.

    


    11.11. Amendment
      of the Plan.
      The
      Board may amend, suspend or discontinue the Plan at any time; provided, however,
      that no amendments to the Plan will be effective without approval of the
      shareholders of the Company if shareholder approval of the amendment is then
      required pursuant to Section 422 of the Code or the rules of any stock exchange
      or Nasdaq or similar regulatory body. No termination, suspension or amendment
      of
      the Plan may adversely affect any outstanding Incentive without the consent
      of
      the affected participant; provided, however, that this sentence will not impair
      the right of the Committee to take whatever action it deems appropriate under
      Section 11.6 of the Plan. 

    


    
      
        
        

      

      
        -11-

        
          

        

      

      
        
        

      

    

    
       

      Exhibit
        10.3

       
      
      11.12. Definition
      of Fair Market Value.
      For
      purposes of this Plan, the “Fair
      Market Value”
of
      a
      share of Common Stock at a specified date shall, unless otherwise expressly
      provided in this Plan, be the amount which the Committee or the board of
      directors of the Company determines in good faith in the exercise of its
      reasonable discretion to be 100% of the fair market value of such a share as
      of
      the date in question; provided, however, that notwithstanding the foregoing,
      if
      such shares are listed on a U.S. securities exchange or are quoted on the Nasdaq
      National Market System or Nasdaq SmallCap Stock Market (“Nasdaq”),
      then
      Fair Market Value shall be determined by reference to the last sale price of
      a
      share of Common Stock on such U.S. securities exchange or Nasdaq on the
      applicable date. If such U.S. securities exchange or Nasdaq is closed for
      trading on such date, or if the Common Stock does not trade on such date, then
      the last sale price used shall be the one on the date the Common Stock last
      traded on such U.S. securities exchange or Nasdaq.

    


    11.13 Breach
      of Confidentiality, Assignment of Inventions, or Non-Compete
      Agreements.
      Notwithstanding anything in the Plan to the contrary, in the event that a
      participant materially breaches the terms of any confidentiality, assignment
      of
      inventions, or non-compete agreement entered into with the Company or any
      subsidiary of the Company, whether such breach occurs before or after
      termination of such participant’s employment or other service with the Company
      or any subsidiary, the Committee in its sole discretion may immediately
      terminate all rights of the participant under the Plan and any agreements
      evidencing an Incentive then held by the participant without notice of any
      kind.

    


    11.13 Governing
      Law.
      The
      validity, construction, interpretation, administration and effect of the Plan
      and any rules, regulations and actions relating to the Plan will be governed
      by
      and construed exclusively in accordance with the laws of the State of Minnesota,
      notwithstanding the conflicts of laws principles of any
      jurisdictions.

    


    11.14 Successors
      and Assigns.
      The
      Plan will be binding upon and inure to the benefit of the successors and
      permitted assigns of the Company and the participants in the Plan.

    


    
      
        
        

      

      
        -12-