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Exhibit 4.1  



BLUEPHOENIX SOLUTIONS LTD

BLUEPHOENIX 2003 EMPLOYEE STOCK OPTION PLAN

As amended on December 30, 2004



(former name: CRYSTAL SYSTEMS SOLUTIONS LTD

1996 EMPLOYEE SHARE OPTION PLAN - PART ONE) 















December 30, 2004 



BLUEPHOENIX SOLUTIONS
LTD. 



2003 EMPLOYEE SHARE
OPTION PLAN 



     A. NAME AND PURPOSE 



	1.  	Name. This
plan, as amended from time to time, shall be known as the           “BluePhoenix
2003 Employee Stock Option Plan” (the “Plan”). 






	2.  	Purpose. The
purpose and intent of the Plan is to provide incentives to           employees,
directors, officers and consultants of BluePhoenix Solutions Ltd.           (the “Company”)
and of its subsidiaries and affiliates who are not           controlling shareholders of
the Company, by providing them with opportunities to           purchase Ordinary Shares,
nominal value 0.01 New Israeli Shekels each (the           “Shares”), of the
Company, pursuant to a plan approved by the Board of           Directors of the Company
which with respect to employees of the Company, is           designed to benefit from,
and is made pursuant to, the provisions of           Section 102 of the Israeli
Income Tax Ordinance [New Version], 1961 (the           “Tax Ordinance”), and
the rules and regulations
promulgated thereunder (the “Regulations”). Grant of options to Non –
Israeli residents shall be in accordance with the provisions of Appendix A of this Plan.







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     B. GENERAL TERMS AND CONDTIONS OF THE PLAN 



	3.  	Administration.  






	 	3.1 	The
Plan will be administered by the Board of Directors of the Company (the “Board”)
or by a committee appointed by the Board (the “Committee”), which, if
appointed, will consist of such number of Directors of the Company as may be fixed, from
time to time, by the Board. If a Committee is not appointed, or if it is required under
any law the term Committee, whenever used herein, shall mean the Board. The Board shall
appoint the members of the Committee, may from time to time remove members from, or add
members to, the Committee and shall fill vacancies in the Committee however caused. 






	 	3.2 	The
Committee shall select one of its members as its Chairman and shall hold its meetings at
such times and places as it shall determine. Actions taken by a majority of the members
of the Committee, at a meeting at which a majority of its members is present, or acts
reduced to or approved in writing by all members of the Committee, shall be the valid
acts of the Committee. The Committee may appoint a Secretary, who shall keep records of
its meetings and shall make such rules and regulations for the conduct of its business as
it shall deem advisable. 






	 	3.3 	Subject
to the general terms and conditions of this Plan, the Committee shall have the full
authority in its discretion, from time to time and at any time, to determine: 






	 	(i) 	Whether
the Options shall be issued to a trustee nominated by the Committee
               pursuant to Section 102(b) of the Tax Ordinance, or the Options shall
issued                without a trustee pursuant to Section 102(c) of the Tax Ordinance;  






	 	(ii) 	The
person to be nominated as a trustee pursuant to the Plan;  






	 	(iii) 	In
the event that the Company elects to grant Options pursuant to Section 102(b)
               of the Tax Ordinance – whether the Options be granted pursuant to
Section                102(b)(1) of the Tax Ordinance (“Income Track Options”)
or pursuant to                Section 102(b)(2) of the Tax Ordinance (“Capital Gains
Track                Options”). (issuance of Income Track Options or Capital Gains
Track Options                shall be referred to herein as “Tax Track(s)”). In
the event that the                Company elects one of the Tax Tracks as described
above, it may not grant                Options pursuant to the other Tax Track during a
period commencing on the end of                the year in which the Options were granted
until the end of the subsequent year;  






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	 	(iv) 	(a)
The persons (“Grantees”) to whom options to purchase Shares                (“Option(s)”)
shall be granted, (b) the number of Options to be                granted to each
Grantee, (c) the time or times at which the same shall be                granted, (d) the
schedule and conditions on which such Options may be                exercised and on
which such Shares shall be paid for, and/or (e) any other                matter
which is necessary or desirable for, or incidental to, the administration
               of the Plan. In determining the number of Options to be granted to each
Grantee,                the Committee may consider, among other things, the Grantee’s
salary and                the duration of the Grantee’s employment by the Company.  






	 	         3.4 	The
    Committee     may,     from     time     to     time,     adopt     such     rules
    and regulations    for    carrying    out    the    Plan    as    it    may    deem
   necessary.    No    member    of the      Board      or     of     the      Committee
     shall      be      liable      for     any     act     or determination     made
    in    good     faith     with     respect     to    the     Plan    or    any
    Option granted                                                 thereunder.






	 	         3.5 	The
    interpretation     and     construction    by    the    Committee    of    any
   provision of    the     Plan     or    of     any     Option     thereunder     shall
    be     final     and     conclusive unless
                                     otherwise determined by the Board.






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	4.  	Eligible
Grantees and General Terms.  






	 	4.1 	The
Committee, at its discretion, may grant Options to employees, directors, officers and
consultants of the Company and its subsidiaries and affiliates provided that such
Grantees are not controlling shareholders of the Company (as such term is defined in
Section 32(9) of the Tax Ordinance). Anything in this Plan to the contrary,
notwithstanding all grants of Options to directors and officers -“Nosei Misra” -
as such term is defined in the Israeli Companies Law, 1999, (the “Companies Law”) -
shall be authorized and implemented only in accordance with the provisions of the
Companies Law. The grant of an Option to a Grantee hereunder, shall neither entitle such
Grantee to participate, nor disqualify him from participating, in any other grant of
options pursuant to this Plan or any other stock option plan of the Company. 






	 	4.2 	Each
Option is exercisable into one Share.






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	5.  	The
Trust.  






	 	         5.1 	The
Trustee.






	 	(a) 	In
the event that the Committee has elected to grant Options to a trustee
               designated by the Board and approved by the Israeli Commissioner of Income
Tax                (the “Trustee”), as prescribed under Section 3.3(i) above,
the Trustee                shall hold each such issued Option and the Shares issued upon
exercise thereof                in trust (the “Trust”) for the benefit of the
Grantee in respect of                whom such Option was granted (the “Beneficial
Grantee”).  






	 	(b) 	Issuance
of Options to a Trustee pursuant to any of the Tax Tracks is subject to
               the completion and execution of all procedures required under the Tax
Ordinance                and/or the Regulations.  






	 	(c) 	All
certificates representing Shares issued to the Trustee under the Plan shall
               be deposited with the Trustee, and shall be held by the Trustee until such
time                that such Shares are released from the Trust as herein provided.  






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	 	(d) 	Pursuant
to the provisions of Section 102 of the Tax Ordinance and the                Regulations,
the taxation of the Options or Shares issued upon the exercise of                Options
pursuant to any of the Tax Tracks, are subject to their deposition in
               Trust for the required holding period (the “Required Holding Period”)
               as follows: (i) in the event that the Company elects the Income Tax Track
–               twelve (12) months after the end of the year in which the Options
were granted                and deposited in Trust; (ii) in the event that the Company
elects the Capital                Gains Tax Track – twenty four (24) months after
the end of the year in                which the Options were granted and deposited in
Trust; or (iii) any other                shorter period to be determined by the Committee
which was approved by the tax                authorities or in accordance with tax
regularization to be adopted from time to                time.  






	 	
No
Options or Shares shall be released from the Trust until the later of (i) the end of the
Required Holding Period; and (ii) the vesting of such Options pursuant to Section 7.4
hereof (such later date being hereinafter referred to as the “Release Date”). 






	 	(e) 	Subject
to the terms hereof, at any time after the Release Date with respect to           any
Options or Shares the following shall apply:  






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	 	(i) 	Options
and/or Shares issued to the Trustee shall continue to be held by the
               Trustee, on behalf of the Beneficial Grantee. From and after the Release
Date,                upon the written request of any Beneficial Grantee, the Trustee
shall release                from the Trust the Options and/or the Shares issued, on
behalf of such                Beneficial Grantee, by executing and delivering to the
Company such                instrument(s) as the Company may require, giving due notice
of such release to                such Beneficial Grantee, provided, however, that the
Trustee shall not so                release any such Options and/or Shares to such
Beneficial Grantee unless the                latter, prior to, or concurrently with, such
release, provides the Trustee with                evidence, satisfactory in form and
substance to the Trustee, that all taxes or                other compulsory payments, if
any, required to be paid upon such release have,                in fact, been paid.  









	 	(ii) 	Alternatively,
from and after the Release Date, upon the written instructions of                the
Beneficial Grantee to sell any Shares issued upon exercise of Options, the
               Trustee shall use its best efforts to effect such sale and shall transfer
such                Shares to the purchaser thereof concurrently with the receipt, or
after having                made suitable arrangements to secure the payment of the
proceeds, of the                purchase price in such transaction. The Trustee shall
withhold from such                proceeds any and all taxes or other compulsory required
to be paid in respect of                such sale, shall remit the amount so withheld to
the appropriate tax authorities                and shall pay the balance thereof directly
to the Beneficial Grantee, reporting                to such Beneficial Grantee and to the
Company the amount so withheld and paid to                said tax authorities.  






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Should
the Trustee sell Shares at the request of the Beneficial Grantee, the company shall pay
the Trustee for his services and expenses incurred with respect to such sale of Shares,
and the Trustee will be entitled to withhold such amounts and pay the balance thereof to
said Beneficial Grantee. 

Notwithstanding the provisions of Subsection (d) above, Subject
to the approval of the Committee, the Beneficial Grantee may sell or transfer the Options
or Shares issued upon the exercise of Options prior to the end of the Required Holding
Period, provided however that the Trustee shall withhold applicable tax or shall insure
withholding of applicable tax in accordance with the provisions of the Regulations and
Section 102 of the tax Ordinance relating to transfer prior to the end of the Required
Holding Period.  






	 	5.2 	Dividend
and Voting Rights. All Shares issued upon the exercise of Options granted under the
Plan shall entitle the Beneficial Grantee thereof to receive dividends with respect
thereto, and to vote the same at any meeting of the shareholders of the Company. For so
long as Shares issued to the Trustee on behalf of a Beneficial Grantee are held in the
Trust, the dividends paid or distributed with respect thereto shall be remitted to the
Trustee for the benefit of such Beneficial Grantee, and the Trustee shall vote all such
Shares in accordance with the instructions of such Grantee. 






	6.	Reserved
Shares. The Company has reserved 3,700,000 authorized but                unissued
Shares for purposes of the Plan subject to adjustments as provided in
               Section 11 hereof. All Shares under the Plan or any previous option
plan,                in respect of which the right thereunder of a Grantee to purchase
the same                shall, for any reason, terminate, expire or otherwise cease to
exist, shall                again be available for grant through Options under the Plan
or under any other                plan. 






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	7.  	Grant
of Options.  






	 	7.1 	The
effective date of the grant of an Option (the “Date of Grant”) shall be the
date specified by the Committee in its determination relating to the award of such
Option. The Committee shall promptly give the Grantee written notice (the “Notice of
Grant”) of the grant of an Option. The Committee in its discretion may award to
Grantees Options to purchase Shares in the Company available under the Plan. The
execution of the Plan and issuance of Options pursuant thereto are subject to obtaining
all permits and approvals by the appropriate authorities to which the Plan, the Options
and Shares issuable upon exercise of the Options are subject. 






	 	7.2 	The
Notice of Grant shall state, inter alia, the applicable tax Track (if any), the number of
Shares covered thereby, the dates when the Option may be exercised, the exercise price,
and such other terms and conditions as the Committee at its discretion may prescribe,
provided that they are consistent with this Plan. 






	 	7.3 	The
issuance of Options to a Grantee hereunder is subject to the signing of the Grantee on an
application form to receive such Options (the “Application Form”) and returning
such signed Application Form to the Company within the time schedule specified in the
Notice of Grant. By affixing his signature on the Application Form, the Grantee shall
confirm his consent to receive all the Options granted to him subject to the terms and
conditions applicable to such Options pursuant to the Plan, the provisions of Section 102
of the Tax Ordinance and the Regulations and the provisions of the applicable Tax Track
and shall represent and warrant that he acknowledges the provisions of Section 102 of the
Tax Ordinance and the applicable Tax Track and that he agrees to the trust agreement
between the Company and the Trustee, a copy of which shall be enclosed to the Application
Form. The Grantee shall also sign an undertaking to release the Trustee from any
liability in respect of any action or decision duly taken and bona fide executed in
relation to the Plan, such Options or any shares acquired upon the exercise thereof. 






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	 	7.4 	Vesting
Period and date of Exercise. 






	 	(a) 	The
term “Vesting Period” shall mean the period commencing on the Date
               of Grant until the first date on which the Option may be exercised,
namely,                after the Release Date as defined in Section 5.1(d) above. The
Vesting Period                shall be determined by the Committee from time to time. The
committee may decide                on different vesting Periods applicable to different
Grantees.  






	 	(b) 	The
Committee may, at its sole discretion, accelerate the Vesting Period with
               respect to certain Options granted pursuant to the Plan, subject to the
               provisions of Section 5.1(d) above.  






	 	(c) 	Without
derogating from the provisions of Section 5.1(d) and 10 hereof and the
               rights and powers of the Committee under Sections 3.3 and 7.2 hereof,
               unless otherwise specified in the Notice of Grant (a) each Option under
the Plan                shall be exercisable following the end of the Vesting Period ,
and (b) the                schedule pursuant to which such Options shall vest, and the
Beneficial Grantee                thereof shall be entitled to pay for, and acquire, the
Shares, shall be such                that one-third of such Options shall vest on each of
the first, second and third                anniversaries of the Date of Grant.  






	8.  	Exercise
Price. The exercise price per Share covered by each Option shall           be
determined by the Committee in its sole and absolute discretion. 






	 9.  	Exercise
of Options. 






	 	                  9.1 	Options
  shall   be   exercisable    pursuant   to   the   terms   under   which   they were
                         granted and subject to the terms and conditions of the Plan.






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	 	                  9.2 	The
  exercise   of   an   Option    shall   be   made   by   a   written    notice   of
exercise     (the     "Notice     of     Exercise")     delivered     by    the
    Beneficial     Grantee     (or, with     respect    to    Options     held    in
   the    Trust,     by    the    Trustee    upon    receipt    of written
     instructions      from     the      Beneficial      Grantee)     to     the
    Company     at     its principal     executive     office,     specifying     the
    number     of     Shares     to     be     purchased and       accompanied      by
     the      payment       therefor,       and      containing       such      other
terms                                        and conditions as the Committee shall
prescribe from time to time.






	 	                  9.3 	Anything
    herein     to     the     contrary     notwithstanding,     but     without
derogating     from    the     provisions     of     Section 10     hereof,     if    any
    Option     has    not been      exercised      and      the      Shares      covered
     thereby      not      paid      for      within ten     (10)     years     after
    the     Date     of     Grant     (or     any      shorter      period     set forth
   in    the    Notice    of     Grant),     such     Option    and    the    right    to
   acquire     such Shares        shall         terminate,         all         interests
        and        rights        of        the Grantee     in    and    to    the    same
    shall     ipso     facto     expire,     and,     in    the    event that     in
     connection      therewith      any     Options     are     still     held     in
    the     Trust as      aforesaid,      the     Trust     with      respect
     thereto      shall      ipso     facto      expire and    the     Trustee     shall
    thereafter     hold     such     Options     in    an     unallocated     pool until
    instructed     by     the     Company     that     some     or     all    of     such
    Options     are again to be held in trust for one or more
                                       Grantees.






	 	                  9.4 	Each
payment for Shares shall be in respect of a whole number of
                                    Shares, and shall be effected in cash or by a
cashier's check payable to the                                     order of the Company,
or such other method of payment acceptable to the
                                    Company.






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	10.  	Termination
of Employment.  






	 	
In
the event that a Grantee ceases, for any reason, to be employed by the Company or by any
of its subsidiaries or affiliates (or with respect to a Grantee who is a director,
officer or consultant, if his service with the Company or with any of its subsidiaries or
affiliates, terminates for any reason), all Options theretofore granted to such Grantee
shall terminate As follows:  






	 	10.1 	






	 	(a) 	If
the Grantee’s termination of employment is due to such Grantee’s
               death or “Disability” (as hereinafter defined), such Options (to
the                extent exercisable at the time of the Grantee’s termination of
employment                or provision of services, namely, Options with respect to which
the Release Date                has occurred) shall be exercisable by the Grantee’s
legal representative,                estate manager or any other person to whom the
Grantee’s rights are                transferred by will or by laws of descent or
distribution, or the Grantee, as                the case might be, for a period of six
(6) months following such termination of                employment or provision of
services (but in no event after the expiration date                of such Option), and
shall thereafter terminate. For purposes hereof,                “Disability” shall
mean the inability, due to illness, injury                or mental condition to engage
in any gainful occupation for which the individual                is qualified by
education, training or experience, and such condition continues                for at
least six (6) months.  






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	 	(b) 	If
the Grantee’s termination of employment or provision of
services is due to, or connected with, one of the following instances, the trust with
respect to said Grantee’s options shall ipso facto expire, the options already vested
shall automatically expire and the Grantee shall not be entitled to exercise any of the
Options notwithstanding they were already vested at that time. The said instances are as
follows: 







	 	(i) 	The
Grantee commits a criminal offense (whether against the Company or any other
               person or entity);  






	 	(ii) 	The
Grantee is dishonest or breaches his fiduciary duties or duty of loyalty
               towards the Company and/or its subsidiaries;  






	 	(iii) 	The
Grantee intentionally or recklessly damages the Company’s and/or its
               subsidiaries’ property and/or good name and/or business;  






	 	(iv) 	The
Grantee is grossly negligent in fulfilling his duties towards the Company
               and/or its subsidiaries;  






	 	(v) 	The
Grantee deviates intentionally in a material way from his authority and/or
               instructions given to him by the Company’s and/or its subsidiaries’               competent
organs;  






	 	(vi) 	The
Grantee breaches intentionally in a material way the terms of his employment
               agreement, or other agreement with the Company and/or its subsidiaries.  






	 	(c) 	If
the Grantee’s termination of employment is for any reason other than
               those described in sub-sections (a) and (b) above, such Options (to the
extent                exercisable at the time of the Grantee’s termination of
employment) may be                exercisable for a period of thirty (30) days following
such termination of                employment or provision of services, and shall
thereafter terminate. Options                which are not exercisable at the time of the
Grantee’s termination of                employment (namely, which are not yet so
vested in such Grantee), shall expire                upon the termination of employment.  






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	 	                  10.2 	Notwithstanding
      the       foregoing        provisions       of       Section 10.1, the
     Committee      may      provide,      either     at     the     time     an
    Option     is      granted or        thereafter,        that       such       Option
      may       be       exercised        after       the periods     provided     for
   in     Section 10.1,     but    in    no     event     beyond     the    term    of
the Option.







	11.  	Adjustment
Upon Changes in Capitalization. 






	 	                  11.1 	Subject
to any required action by the shareholders of the Company, the
number of Shares covered by each outstanding Option,
and the number of Shares 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 Shares covered by
each such outstanding Option, shall be proportionately
adjusted for any increase or decrease in the
number of issued Shares resulting from a stock
split, reverse stock split, stock dividend, combination
or reclassification of the Shares or the payment
of a stock dividend (bonus shares) with respect to the
Shares or any other increase or decrease in the
number of issued Shares 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 Committee, 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 price of Shares subject to an Option.  






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	 	                  11.2 	Unless
   otherwise    determined    by    the    Committee,    in    the    event    of the
    proposed     dissolution     or     liquidation     of     the     Company,     to
   the     extent     it has       not       been        previously        exercised,
       each        Option        will        terminate immediately      prior     to
    the      consummation      of     such      proposed      action.      In     the
event     of     a     consolidation      or     the     merger     of     the
    Company     with     or     into another         corporation,         each
        Option         shall        be        assumed        or        an equivalent
     option     shall     be     substituted     by     such     successor
     corporation     or     a parent or subsidiary of
                                      such successor corporation.







	12.  	Non-Transferability. 






        Unless
permitted by the Committee, no Option shall be assignable or transferable by the Grantee
to whom granted otherwise than by will or the laws of descent and distribution, and an
Option may be exercised during the lifetime of the Grantee only by such Grantee or by such
Grantee’s guardian or legal representative. The terms of such Option shall be binding
upon the beneficiaries, executors, administrators, heirs and successors of such Grantee. 



	13.  	Term
and Amendment of the Plan. 






	 	13.1 	The
Plan was authorized by the Company on August 6, 2003, and shall expire on August 6, 2013
(except as to Options outstanding on that date), but such expiration shall not affect the
instructions contained herein or in any applicable law with respect to the Options and
Shares held in the Trust at such time of expiration. The Committee may decide upon the
extension of the Plan. 






	 	13.2 	Subject
to applicable laws, the Board may, at any time and from time to time, terminate or amend
the Plan in any respect. In no event may any action of the Company alter or impair the
rights of a Grantee, without his consent, under any Option previously granted to him. 






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	14. 	Tax
Consequences. All tax consequences and obligations regarding any           other
compulsory payments arising from the grant or exercise of any Option, from           the
payment for, or the subsequent disposition of, Shares covered thereby or           from
any other event or act (of the Company or the Grantee) hereunder, shall be
          borne solely by the Grantee, and the Grantee shall indemnify the Company and
the           Trustee and hold them harmless against and from any and all liability for
any           such tax or other compulsory payment, or interest or penalty thereon,
including           without limitation, liabilities relating to the necessity to
withhold, or to           have withheld, any such tax or other compulsory payment from
any payment made to           the Grantee. 






	15.  	Miscellaneous. 






	 	                  15.1 	Continuance
of Employment: Neither the Plan nor the grant of an Option
thereunder shall impose any obligation on the Company or on
any of its subsidiaries or affiliates to continue the
employment or service of any Grantee, and nothing in the
Plan or in any Option granted pursuant thereto shall confer
upon any Grantee any right to continue in the employ
or service as aforesaid, or restrict the right of the Company
or of any of its subsidiaries or affiliates to
terminate such employment or service at any time. 






	 	                  15.2 	Governing
Law: The Plan and all instruments issued thereunder or in
connection therewith, shall be governed by, and
interpreted in accordance with, the laws of the State of
Israel. Any action related to this Plan shall be venued
solely in the competent courts in Tel Aviv. 






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	 	15.3	Application
of Funds: The proceeds received by the Company from the sale of Shares pursuant to
Options granted under the Plan will be used for general purposes of the Company, as may
be determined by the Board or the Company from time to time.






	 	                        15.4 	Multiple
Agreements: The terms of each Option may differ from other
Options granted under the Plan at the same time, or at
any other time. The Committee may also grant more than one
Option to a given Grantee during the term of the Plan,
either in addition to, or in substitution for, one or more
Options previously granted to that Grantee.The grant of
multiple Options may be evidenced by a single Notice of
Grant or multiple Notices of Grant, as
determined by the Committee. 






	 	                  15.5 	Non-Exclusivity
of the Plan: The adoption of the Plan by the Board shall
not be construed as amending, modifying or
rescinding any previously approved incentive arrangement or
as creating any limitations on the power of the Board to
adopt such other incentive arrangements as it may deem
desirable, including, without limitation, the granting
of stock options otherwise than under the Plan, and such
arrangements may be either applicable generally or only in
specific cases. 







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Appendix A

to

BluePhoenix 2003 Employee Stock Option Plan

(the "Plan") 




The Committee of Board of Directors
of BluePhoenix Solutions Ltd. (the “Company”) may grant options from time to
time to any employees, officers, consultants or directors of the Company or any of its
subsidiaries who are not residents of Israel. Any such option shall be evidenced by a
stock option agreement (“Stock Option Agreement”) between the Company and
the option recipient. 



The Stock Option Agreements shall
contain provisions covering matters substantially as prescribed under Sections 7.4(c),
9.2-9.4, 10.1, 11, 12 and 15.1. Notwithstanding the foregoing, the Stock Option Agreements
may contain different language and deviate from the language which is used in the Plan. 



In addition to the aforementioned
provisions, the Stock Option Agreement shall state that the agreement is governed by the
law of the State of Israel and that all tax consequences shall be borne by the Grantee. 



The provisions of Section 15.4 of the
Plan, which allows that the terms of each option grant may differ from other options
granted under the Plan at the same time, or at any other time, shall apply also to grant
of options pursuant to this Appendix A. 



The terms in this Appendix shall have
the meaning ascribed to them in the Plan, unless otherwise expressly stated. 




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