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                                                                     Exhibit 4.3

                                    UNB CORP.
                             1997 STOCK OPTION PLAN
                     (as amended through December 31, 2002)

                                    ARTICLE I
                                   DEFINITIONS

Section 1.1 Definitions. As used herein, the following terms shall have the
meaning set forth below, unless the context clearly requires otherwise:

(a)   "Applicable Event" shall mean (i) the expiration of a tender offer or
      exchange offer (other than an offer by the Company) pursuant to which more
      than 30% of the Company's issued and outstanding Stock has been purchased,
      or (ii) the approval by the shareholders of the Company of an agreement to
      merge or consolidate the Company with or into another entity where the
      Company is not the surviving entity, an agreement to sell or otherwise
      dispose of all or substantially all of the Company's assets (including a
      plan of liquidation), or the approval by the shareholders of the Company
      of an agreement to merge or consolidate the Company with or into another
      entity where the Company is the surviving entity, pursuant to which more
      than 25% of the Company's issued and outstanding Stock has been
      transferred.

(b)   "Bank" shall mean the United National Bank and Trust Co., and any
      subsidiary of the United National Bank and Trust Co. or UNB Corp.

(c)   "Committee" shall mean a Committee consisting of the members of the Board
      of Directors of the Company or Bank, who are not employees of the Bank or
      the Company.

(d)   "Company" shall mean UNB Corp.

(e)   "Director" shall mean a member of the Board of Directors of the Company
      and/or the Bank.

(f)   "Effective Date" with respect to the Plan shall mean the date specified in
      Section 2.3 as the Effective Date.

(g)   "Fair Market Value" with respect to a share of Stock shall mean the fair
      market value of the Stock, as determined by application of such reasonable
      valuation methods as the Committee shall adopt or apply. The Committee's
      determination of Fair Market Value shall be conclusive and binding on the
      Company and the Optionee. The Committee shall take into account the
      valuation performed for the 401(k) plan maintained for the benefit of the
      employees of the Bank.

(h)   "Option" shall mean an option to purchase Stock granted pursuant to the
      provisions of the Plan. Options granted under the Plan shall be either
      Nonqualified Stock Options or Incentive Stock Options. An Incentive Stock
      Option shall mean an Option to purchase shares of Stock which is
      designated as an Incentive Stock Option by the Committee and is intended
      to meet the requirements of Section 422 of the Internal Revenue Code of
      1986, as amended. Nonqualified Stock Options shall mean an Option to
      purchase shares of Stock which is not an Incentive Stock Option.

(i)   "Optionee" shall mean a Director, officer or employee of the Bank or the
      Company to whom an Option has been granted.

(j)   "Plan" shall mean the UNB Corp. 1997 Stock Option Plan, the terms of which
      are set forth herein.

(k)   "Plan Year" shall mean the twelve-month period beginning on the Effective
      Date, and each twelve-month period thereafter beginning on the anniversary
      date of the Effective Date.
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(1)   "Stock" shall mean the Common Stock of the Company or, in the event that
      the outstanding shares of Stock are changed into or exchanged for shares
      of a different stock or securities of the Company or some other entity,
      such other stock or securities.

(m)   "SAR" or "Stock Appreciation Right" shall mean a right to receive cash in
      an amount equal to the excess of the fair market value of a share of Stock
      on the exercise date over the fair market value of a share of Stock on the
      date the Stock Appreciation Right is granted pursuant to the provisions of
      the Plan.

(n)   "Stock Option Agreement" shall mean the agreement between the Company and
      the Optionee under which the Optionee may purchase Stock pursuant to the
      terms of the Plan.

                                   ARTICLE II
                                    THE PLAN

Section 2.1 Name. This plan shall be known as the "UNB Corp. 1997 Stock Option
Plan."

Section 2.2 Purpose. The purpose of the Plan is to advance the interests of the
Company and its shareholders by affording to Directors and officers of the
Company and the Bank an opportunity to acquire or increase their proprietary
interest in the Company by the grant to such persons of Options under the terms
set forth herein. By encouraging such persons to become owners of the Company,
the Company seeks to attract, motivate, reward and retain those highly competent
individuals upon whose judgment, initiative, leadership and efforts the success
of the Company depends.

Section 2.3 Effective Date and Term. The Plan was approved by the Board of
Directors of the Company on January 16, 1997, and shall be effective
retroactively on March 1, 1997, as approved by a majority of the shareholders of
the Company present in person or by proxy at the meeting of shareholders of the
Company held on April 15, 1997. The Plan shall terminate upon the tenth
anniversary of the Effective Date.

                                   ARTICLE III
                                 ADMINISTRATION

Section 3.1  Administration.

(a)   The Plan shall be administered by the Committee. Subject to the express
      provisions of the Plan, the Committee shall have sole discretion and
      authority to determine from time to time the individuals to whom Options
      may be granted, the number of shares of Stock to be subject to each
      Option, the period during which such Option may be exercised and the price
      at which such Option may be exercised.

(b)   Meetings of the Committee shall be held at such times and at such places
      as shall be determined from time to time by the Committee. A majority of
      the members of the Committee shall constitute a quorum for the transaction
      of business and the vote of a majority of those members present at any
      meeting shall decide any question brought before the meeting. In addition,
      the Committee may take any action otherwise proper under the Plan by the
      affirmative vote, taken without a meeting, of a majority of the members.

(c)   No member of the Committee shall be liable for any act or omission of any
      other member of the Committee or for any act of omission on his own part,
      including, but not limited to, the exercise of any power or discretion
      given to him under the Plan, except those resulting from his own gross
      negligence or willful misconduct. All questions of interpretations and
      application with respect to the Plan, or Options granted thereunder, shall
      be subject to the determination, which shall be final and binding, of a
      majority of the whole Committee.

(d)   In addition, the Committee shall have the sole discretion and authority to
      determine whether an Option shall be an Incentive Stock Option or a
      Nonqualified Stock Option, or both types of Options, provided that
      Incentive Stock Options may be granted only to persons who are employees
      of the Company or the Bank.
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Section 3.2 Company Assistance. The Company and the Bank shall supply full and
timely information to the Committee on all matters relating to eligible
employees, their employment, death, retirement, disability or other termination
of employment and such other pertinent facts as the Committee may require. The
Company and the Bank shall furnish the Committee with such clerical and other
assistance as is necessary in the performance of its duties.

                                   ARTICLE IV
                                    OPTIONEES

Section 4.1 Eligibility. Directors and officers of the Company and the Bank
shall be eligible to participate in the Plan. The Committee may grant Options to
any eligible individual subject to the provisions of Section 5.1.

                                   ARTICLE V
                       SHARES OF STOCK SUBJECT TO THE PLAN

Section 5.1  Grant of Options and Limitations.

(a)   Initial Plan Year. For the initial Plan Year, the Committee shall grant
      Options according to the following schedule:

      1.    Each person who is a Director of the Company and not actively
            employed by the Company or the Bank as of the Effective Date shall
            receive Options for 1,000 shares of Stock;

      2.    Each person who is a Director of one or more Banks and is not a
            Director of the Company or actively employed by the Company or Bank
            as of the Effective Date shall receive Options for 700 shares of
            Stock;

      3.    The Company's CEO, determined as of the Effective Date, shall
            receive Options for 1,000 shares of Stock;

      4.    Such other individuals, excluding individuals identified in Section
            5.1(a)(1) or (2), as are designated by the Committee shall be
            eligible to receive Options for the number of shares of Stock as
            determined by the Committee.

(b)   Subsequent Years. As of the first day of each subsequent Plan Year,
      Options shall be granted according to the following schedule:

      1.    Each person who is a Director of the Company and not actively
            employed by the Company or Bank, who has never received Options as a
            result of being a Director, shall receive Options for 2,000 shares
            of Stock; however, if the Company's CEO, determined as of the
            Effective Date, becomes eligible under this subsection (b)(l), he
            shall receive Options for 500 shares of Stock;

      2.    Each person who is a Director of the Company has previously received
            Options as a result of being a Director, and is not actively
            employed by the Company or the Bank shall receive Options for 1,000
            shares of Stock;

      3.    Each person who is a Director of one or more Banks, and is not a
            Director of the Company or actively employed by the Company or Bank,
            who has never received Options as a result of being a Director shall
            receive Options for 2,000 shares of Stock;

      4.    Each person who is a Director of one or more Banks has previously
            received Options as a result of being a Director, and is not a
            Director of the Company or actively employed by the Company or Bank
            shall receive Options for 1,000 shares of Stock;
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      5.    Such other individuals as are designated by the Committee shall be
            eligible to receive Options for the number of shares of Stock as
            determined by the Committee.

(c)   Stock Available for Options. Subject to adjustments pursuant to the
      provisions of Section 9.3 hereof, the aggregate number of shares with
      respect to which Options may be granted during the term of the Plan shall
      not exceed 500,000 shares of Company Stock as determined as of the
      Effective Date. Shares with respect to which Options may be granted may be
      either authorized and unissued shares or shares issued and thereafter
      acquired by the Company.

Section 5.2 Options Under the Plan. Shares of Stock with respect to which an
Option granted hereunder shall have been exercised shall not again be available
for grant hereunder. If Options granted hereunder shall expire, terminate, or be
canceled for any reason without being wholly exercised, new Options may be
granted hereunder covering the number of shares to which such Option expiration,
termination or cancellation related.

                                   ARTICLE VI
                                     OPTIONS

Section 6.1 Option Grant and Agreement. Each Option granted hereunder shall be
evidenced by minutes of a meeting or the written consent of at least a majority
of the members of the Committee and by a written Stock Option Agreement dated as
of the date of grant and executed by the Company and the Optionee. The Stock
Option Agreement shall set forth such terms and conditions as may be determined
by the Committee consistent with the Plan.

Section 6.2 Option Price. The exercise price of the Stock subject to each Option
shall not be less than the Fair Market Value of the Stock on the date the Option
was granted.

Section 6.3 Option Grant and Exercise Periods. No Option may be granted after
the tenth anniversary of the Effective Date. The period for exercise of each
Option shall be determined by the Committee, but in no instance shall such
period extend beyond the tenth anniversary of the date of grant of the Option.
The period of exercise for each Incentive Stock Option granted to an Optionee,
who owns Stock possessing more than 10% of the total combined voting power of
all classes of Stock of the Company, may not be more than five (5) years from
the date of grant of the Option.

Section 6.4  Option Exercise.

(a)   The Company shall not be required to sell or issue shares under any Option
      if the issuance of such shares shall constitute or result in a violation
      by the Optionee or the Company of any provisions of any law, statute, or
      regulation of any governmental authority. Specifically, in connection with
      the Securities Act of 1933, (the "Act"), upon exercise of any Option, the
      Company shall not be required to issue such shares unless the Committee
      has received evidence satisfactory to it to the effect that registration
      under the Act or applicable state securities laws is not required, unless
      the offer and sale of securities under the Plan is registered or qualified
      under the Act or applicable state laws. Any determination in this
      connection by the Committee shall be final, binding and conclusive. If
      shares are issued under any Option without registration under the Act or
      applicable state securities laws, the Optionee may be required to accept
      the shares subject to such restrictions in transferability as may, in the
      reasonable judgment of the Committee, be required to comply with
      exemptions from registration under such laws. The Company may, but shall
      in no event be obligated to, register any securities covered hereby
      pursuant to the Act or applicable state securities laws. The Company shall
      not be obligated to take any other affirmative action in order to cause
      the exercise of an Option or the issuance of shares pursuant thereto to
      comply with any law or regulation of any governmental authority.

(b)   Subject to Section 6.4(c), and such terms and conditions as may be
      determined by the Committee in its sole discretion upon the grant of an
      Option, an Option may be exercised in whole or in part and from time to
      time by delivering to the Company at its principal office written notice
      of the intent to exercise the Option with respect to a specified number of
      shares. In the case of an Incentive Stock Option, the aggregate fair
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      market value of the shares (under all plans of the Company), with respect
      to which such options are exercisable for the first time by an Optionee
      during any calendar year, may not exceed $100,000. The aggregate fair
      market value of the shares is determined on the date of grant.

(c)   An Option shall be exercisable according to the following vesting
      schedule:

            20% after one year from the date of grant;
            40% after two years from the date of grant;
            60% after three years from the date of grant;
            80% after four years from the date of grant;
            100% after five years from the date of grant.

      Provided, however, that upon the earlier of (i) the Optionee's 62nd birth
      date, (ii) the occurrence of an Applicable Event, (iii) the death of the
      Optionee, or (iv) total disability, all Options granted to the Optionee
      shall be fully exercisable in accordance with the terms of the Plan. For
      purposes of this Plan, an Optionee is totally disabled if he is receiving
      disability benefits under the Social Security Act as the result of a total
      and permanent disability, or is determined to be totally disabled under
      any long-term disability plan sponsored by the Bank or the Company.

      If the number of shares subject to Options granted to an Optionee during a
      Plan Year ever exceeds 5,000 shares, then the vesting schedule can be
      determined at the discretion of the Committee, but in no event would the
      vesting schedule exceed ten years from the date of the grant.

      At the discretion of the Committee, all or a portion of the Options
      previously granted to an Optionee can be amended to reduce the vesting
      schedule or immediately 100% vest such Options.

(d)   Subject to such terms and conditions as may be determined by the Committee
      in its sole discretion upon grant of any Options, payment for the shares
      to be acquired pursuant to exercise of the Options shall be made as
      follows:

      1.    By delivering to the Company at its principal office a check payable
            to the order of the Company, in the amount of the Option price for
            the number of shares of Stock with respect to which the Option is
            then being exercised; or

      2.    By delivering to the Company at its principal office certificates
            representing Stock, duly endorsed for transfer to the Company,
            having an aggregate Fair Market Value as of the date of exercise
            equal to the amount of the Option price, for the number of shares of
            Stock with respect to which the Option is then being exercised; or

      3.    By any combination of payments delivered pursuant to paragraphs
            (d)(l) and (d)(2) above.

Section 6.5 Rights as Shareholder. An Optionee shall have no rights as a
Shareholder with respect to any shares subject to such Options prior to the
exercise of the Options and the purchase of such shares.

Section 6.6 Limited Rights. Within the earlier of (i) the occurrence of an
Applicable Event, or (ii) 30 days following the date on which the Company
obtains knowledge of and notifies an Optionee of an Applicable Event, an
Optionee shall have the right (without regard to the limitation on the exercise
of Options set forth in Section 6.4(c) of the Plan and similar limitations in
the Stock Option Agreement) to exercise Options and Stock Appreciation Rights
then held, or to surrender unexercised Options in exchange for a cash amount.
Such cash amount shall be equal to the total appreciation from any exercise of
Stock Appreciation Rights, plus the product of (1) the number of shares of Stock
subject to the Option, or the portion thereof which is surrendered, multiplied
by (2) the amount by which the highest price paid or to be paid per share,
pursuant to an Applicable Event, exceeds the exercise price.

                                   ARTICLE VII
                            STOCK APPRECIATION RIGHTS
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Section 7.1 Stock Appreciation Rights. The Board of Directors may, upon
recommendation of the Committee, grant Stock Appreciation Rights to Optionees at
the same time as such Optionees are awarded Options under the Plan. Such Stock
Appreciation Rights shall be evidenced by an agreement in such form as the
Committee shall from time to time approve. Such agreement, shall comply with,
and be subject to, the following terms and conditions:

(a)   Grant. Each Stock Appreciation Right shall relate to a specific Option
      under the Plan and shall be awarded to an Optionee concurrently with the
      grant of such Option. The number of Stock Appreciation Rights granted to
      an Optionee shall be equal to a proportion of the number of shares that
      the Optionee is entitled to receive pursuant to the Plan.

(b)   Grant of Parallel Award. In that each Stock Appreciation Right is parallel
      to an Option, the exercise of all or a portion of the Options shall cause
      an equal exercise of the same proportion of Stock Appreciation Rights
      granted under the Plan. A Stock Appreciation Right can only be exercised
      in conjunction with the exercise of the parallel Option.

(c)   Calculation of Appreciation. Each Stock Appreciation Right shall entitle
      an Optionee to the excess of the fair market value of a share of Stock on
      the exercise date over the fair market value of a share of Stock on the
      date the Stock Appreciation Right was granted. The total appreciation
      available to an Optionee from any exercise of Stock Appreciation Rights
      shall be equal to the number of Stock Appreciation Rights being exercised
      times the amount of appreciation per Stock Appreciation Right.

(d)   Payment of Appreciation. The total appreciation available to an Optionee
      from an exercise of Stock Appreciation Rights shall be paid in cash.

(e)   Exercise Limitations. An Optionee may exercise a Stock Appreciation Right
      only in conjunction with the exercise of the Option to which the Stock
      Appreciation Right is attached. Stock Appreciation Rights may be exercised
      only at such times and by such persons as may exercise Options under the
      Plan.

                                  ARTICLE VIII
               TERMINATION, AMENDMENT AND MODIFICATION OF THE PLAN

Section 8.1 Termination. The Plan shall expire with respect to the granting of
Stock Options or Stock Appreciation Rights at the close of business on February
28, 2007. The Board of Directors of the Company may at any time and from time to
time and in any respect amend, modify or terminate the Plan; provided, however,
that absent the approval of shareholders representing a majority of the voting
shares of Stock of the Company, no such action may:

(a)   increase the total number shares of Stock or Stock Appreciation Rights
      subject to the Plan, except as contemplated in Section 9.4 hereof; or

(b)   withdraw the administration of the Plan from the Committee; or

(c)   change the terms by which an Option or Stock Appreciation Right may be
      exercised, in whole or in part, as described in Section 6.4 of the Plan;
      or

(d)   change the limitation on the price at which Options or Stock Appreciation
      Rights may be granted hereunder as provided by Section 6.2; or

(e)   affect any Stock Option Agreement or Stock Appreciation Right Agreement
      previously executed pursuant to the Plan without the consent of the
      Optionee.

                                   ARTICLE IX
                                  MISCELLANEOUS

Section 9.1 Transferability. During the Optionee's lifetime, any Option or Stock
Appreciation Right may be exercised only by the Optionee or any guardian or
legal representative of the Optionee, and the Option shall not be
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transferable except, with respect to both Nonqualified Stock Options and
Incentive Stock Options, in the case of the death of the Optionee, by will or
the laws of descent and distribution, and with respect to Nonqualified Stock
Options; (i) as specifically permitted by and solely to the extent permitted in
the Stock Option Agreement, or (ii) to an immediate family member, a partnership
consisting solely of immediate family members, or trusts for the benefit of
immediate family members.

Section 9.2 Designation of Beneficiary. An Optionee may file a written
designation of a beneficiary who is to receive any Stock and/or cash. Such
designation of beneficiary may be changed by the Optionee at any time by written
notice to the Treasurer of the Company. Upon the death of an Optionee and upon
receipt by the Company of proof of identity and the existence at the time of the
Optionee's death of a beneficiary validly designated by the Optionee under the
Plan, the Company shall deliver such Stock and/or cash to such beneficiary. In
the event of the death of an Optionee and in the absence of a beneficiary
validly designated under the Plan who is living at the time of such Optionee's
death, the Company shall deliver such Stock and/or cash to the executor or the
administrator of the estate of the Optionee, or if no such executor or
administrator has been appointed (to the knowledge of the Company), the Company,
in its discretion, may deliver such Stock and/or cash to the spouse or to any
one or more dependents of the Optionee as the Company may designate. No
beneficiary shall, prior to the death of the Optionee by whom he has been
designated, acquire any interest in the Stock or cash credited to the Optionee
under the Plan.

Section 9.3  Effect of Termination of Employment or Death.

(a)   If an Optionee's status as a Director or as an employee of the Company or
      the Bank terminates for any reason, other than the death, disability or
      termination of service after attainment of age 65, before the date of
      expiration of Nonqualified Stock Options and Stock Appreciation Rights
      held by such Optionee, such Nonqualified Stock Options and Stock
      Appreciation Rights shall become null and void on the 90th day following
      the date of such termination. An Optionee who terminates employment with
      the Company or the Bank, but retains his status as a Director is not
      considered terminated for purposes of this Section 9.3. The date of such
      termination shall be the date the Optionee ceases to be a Director or an
      employee of the Company or the Bank.

(b)   If an Optionee dies before the expiration of Nonqualified Stock Options
      and Stock Appreciation Rights held by the Optionee, such Nonqualified
      Stock Options and Stock Appreciation Rights shall terminate on the earlier
      of (i) the date of expiration of the Nonqualified Stock Options and Stock
      Appreciation Rights, or (ii) one year following the date of the Optionee's
      death. The executor or administrator or personal representative of the
      estate of a deceased Optionee, or the person or persons to whom
      Nonqualified Stock Options and Stock Appreciation Rights granted hereunder
      shall have been validly transferred by the executor or the administrator
      or the personal representative of the Optionee's estate, shall have the
      right to exercise the Optionee's Nonqualified Stock Options and Stock
      Appreciation Rights. To the extent that such Nonqualified Stock Options
      and Stock Appreciation Rights would otherwise be exercisable under the
      terms of the Plan and the Optionee's Stock Option Agreement and Stock
      Appreciation Rights Agreement, such exercise may occur at any time prior
      to the termination date specified in this paragraph.

(c)   If an Optionee separates from service after attainment of age 65, before
      the expiration of Nonqualified Stock Options and Stock Appreciation Rights
      held by the Optionee, such Nonqualified Stock Options and Stock
      Appreciation Rights shall terminate on the earlier of (i) the date of
      expiration of the Nonqualified Stock Options and Stock Appreciation
      Rights, or (ii) three years following the date of the Optionee's
      termination of service.

(d)   If an Optionee becomes totally disabled before the expiration of
      Nonqualified Stock Options and Stock Appreciation Rights held by the
      Optionee, such Nonqualified Stock Options and Stock Appreciation Rights
      shall terminate on the earlier of (i) the date of expiration of the
      Nonqualified Stock Options and Stock Appreciation Rights, or (ii) one year
      following the date of the Optionee's termination of service due to
      disability.

(e)   In the case of Incentive Stock Options, if an Optionee's status as an
      employee of the Company or the Bank terminates for any reason, other than
      disability, before the date of expiration of Incentive Stock Options
<PAGE>
      held by such Optionee, such Incentive Stock Options shall become null and
      void on the date three months following the date of such termination. For
      an Optionee who terminates employment with the Company due to disability,
      as defined in the Internal Revenue Code Section 22(c)(3), the three-month
      period specified in the prior sentence shall become one year.

Section 9.4 Antidilution. The provisions of subsections (a) and (b) shall apply
in the event that the outstanding shares of Stock are changed into or exchanged
for a different number or kind of shares or other securities of the Company or
another entity by reason of any merger, consolidation, reorganization,
recapitalization, reclassification, combination, stock split or stock dividend.

(a)   The aggregate number and kind of shares subject to Options and Stock
      Appreciation Rights which may granted hereunder shall be adjusted
      appropriately.

(b)   Where dissolution or liquidation of the Company or any merger or
      combination in which the Company is not the surviving company is involved,
      each outstanding Option and Stock Appreciation Right granted hereunder
      shall, subject to Section 6.6, terminate.

The foregoing adjustments and the manner of application of the foregoing
provisions shall be determined solely by the Committee and any such adjustments
may provide for the elimination of fractional share interests.

Section 9.5 Application of Funds. The proceeds received by the Company from the
sale of Stock pursuant to Options shall be used for general corporate purposes.

Section 9.6 Tenure. Nothing in the Plan or in any Options or Stock Appreciation
Rights granted hereunder, or in any Stock Option Agreements or Stock
Appreciation Rights Agreements relating thereto, shall confer upon any Director,
or upon any officer or any employee, the right to continue in such position with
the Company or the Bank.

Section 9.7 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 the Bank, nor shall the Plan preclude the Company or the Bank
from establishing any other forms of incentive or other compensation for
Directors, officers, or employees of the Company or the Bank.

Section 9.8 No Obligation to Exercise Options. The granting of an Option or
Stock Appreciation Right shall impose no obligation upon the Optionee to
exercise such Option or Stock Appreciation Right.

Section 9.9 Plan Binding on Successors. The Plan shall be binding upon the
successors and assigns of the Company.

Section 9.10 Singular, Plural Gender. Whenever used herein, nouns in the
singular shall include the plural, and the masculine pronoun shall include the
feminine.

Section 9.11 Headings, Etc., No Part of Plan. Headings of Articles and Sections
hereof are inserted for convenience of reference; they constitute no part of the
Plan.

Section 9.12 Governing Law. Except as otherwise required by law, the validity,
construction and administration of this Plan shall be determined under the laws
of the State of Ohio.

Section 9.13 Tax Withholding. The Company shall have the right to deduct from
any settlement made under this Plan, including the delivery or vesting of Common
Shares, any federal, state or local taxes of any kind required by law to be
withheld with respect to such payments or to take such other action as may be
necessary in the opinion of the Company to satisfy all obligations for the
payment of such taxes. If Common Shares are used to satisfy tax withholding,
such shares shall be valued based on the Fair Market Value when the tax
withholding is required to be made.