EXHIBIT
      10.1

    


    


    2001
      EMPLOYEE STOCK OPTION PLAN

    (amended
      as of January 13, 2006)

    


    1. Purpose.
      The
      purpose of the 2001 Employee Stock Option Plan (the “Plan”)
      of
      Wits Basin Precious Minerals 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. Incentives may consist of opportunities to
      purchase or receive shares of common stock, $0.01 par value, of the Company
      (“Common
      Stock”),
      monetary payments or both on terms determined under this Plan.

    


    2. Administration.
      The
      Plan shall be administered by the Board of Directors or by a stock option
      committee (the “Committee”)
      of the
      Board of Directors of the Company. The Committee shall consist of not less
      than
      two directors of the Company and shall be appointed from time to time by the
      board of directors of the Company. Each member of the Committee shall be a
      “disinterested person” within the meaning of Rule 16b-3 of the Securities
      Exchange Act of 1934, and the regulations promulgated thereunder (the
“1934
      Act”).
      The
      board of directors of the Company may from time to time appoint members of
      the
      Committee in substitution for, or in addition to, members previously appointed,
      and may fill vacancies, however caused, in the Committee. The Committee shall
      select one of its members as its chairman and shall hold its meetings at such
      times and places as it shall deem advisable. A majority of the Committee’s
      members shall constitute a quorum. All action of the Committee shall be taken
      by
      the majority of its members. Any action may be taken by a written instrument
      signed by majority of the members and actions so taken shall be fully effective
      as if it had been made by a majority vote at a meeting duly called and held.
      The
      Committee may appoint a secretary, shall keep minutes of its meetings and shall
      make such rules and regulations for the conduct of its business as it shall
      deem
      advisable. The Committee shall have complete authority to award Incentives
      under
      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.

    


    3. Eligible
      Participants.
      Employees of the Company or its subsidiaries or affiliates and consultants
      or
      other independent contractors who provide services to the Company or its
      subsidiaries or affiliates shall become eligible to receive Incentives under
      the
      Plan when designated by the Committee. Notwithstanding the foregoing, executive
      officers and directors of the Company who are employees of the Company or its
      subsidiaries or affiliates are not eligible to participate in the Plan.
      Participants may be designated individually or by groups or categories (for
      example, by pay grade) as the Committee deems appropriate. 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);
      (e)
      performance shares (Section 9); and (f) cash awards (Section 10).

    


    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 2,500,000 shares of Common
      Stock.

    


    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 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.

    


    5.3. Type
      of Common Stock.
      Common
      Stock issued under the Plan in connection with stock options, SARs, performance
      shares, restricted stock or stock awards, may be authorized and unissued
      shares.

    


    6. Stock
      Options.
      A stock
      option is a right to purchase shares of Common Stock from the Company. 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.

    


    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.

    


    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.
      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 option 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 in payment of all or
      any
      part of the option 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 option price, 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.

    


    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 Internal Revenue Code of 1986, as amended (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 all of the Company’s plans) shall not exceed $100,000.

    


    (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.

    


    (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 shareholders.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    (d) Unless
      sooner exercised, all Incentive Stock Options shall expire no later than 10
      years after the date of grant.

    


    (e) The
      option price for Incentive Stock Options shall be not less than the Fair Market
      Value of the Common Stock subject to the option on the date of
      grant.

    


    (f) No
      Incentive Stock Options shall be granted to any participant who, at the time
      such option is granted, would own (within the meaning of Section 422 of the
      Code) stock possessing more than 10% of the total combined voting power of
      all
      classes of stock of the employer corporation or of its parent or subsidiary
      corporation.

    


    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.
      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.

    


    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.

    


    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 1934 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 purchase 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 therefore, as additional compensation for
      services to the Company. 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. 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 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:

    


    (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;

    


    (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
      shares represented by this certificate have not been registered under the
      Securities Act of 1933 or the securities law of any state. The shares have
      been
      acquired for investment and without a view to their distribution and may not
      be
      sold or otherwise disposed of in the absence of any effective registration
      statement for the shares under the Securities Act of 1933 or unless an exemption
      from registration is available under the securities laws.

    


    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 2001 Employee Stock Option Plan of Wits Basin
      Precious Minerals Inc. (the “Company”), and an agreement entered into between
      the registered owner and the Company. A copy of the 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.

    


    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 performance share shall be subject
      to
      such terms and conditions as the Committee deems appropriate, including the
      following:

    


    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 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. 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. Cash
      Awards.
      A cash
      award consists of a monetary payment made by the Company to a participant as
      additional compensation for his or her services to the Company. Payment of
      a
      cash award will normally depend on achievement of performance objectives by
      the
      Company or by individuals. The amount of any monetary payment constituting
      a
      cash award shall be determined by the Committee in its sole discretion. Cash
      awards may be subject to other terms and conditions, which may vary from time
      to
      time and among participants, as the Committee determines to be
      appropriate.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    11. General.

    


    11.1. Effective
      Date.
      The
      Plan will become effective on August 1, 2001. 

    


    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.
      No
      stock option may be transferred, pledged or assigned by the holder thereof
      (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 in the stock option)
      or pursuant to a qualified domestic relations order as defined by the Code
      or
      Title I of the Employee Retirement Income Security Act, or the rules thereunder,
      and the Company shall not be required to recognize any attempted assignment
      of
      such rights by any participant. Notwithstanding the preceding sentence, stock
      options may be transferred by the holder thereof to Employee’s spouse, children,
      grandchildren or parents (collectively, the “Family Members”), to trusts for the
      benefit of Family Members, to partnerships or limited liability companies in
      which Family Members are the only partners or shareholders, or to entities
      exempt from federal income taxation pursuant to Section 501(c)(3) of the
      Internal Revenue Code of 1986, as amended. During a participant’s lifetime, a
      stock option may be exercised only by him or her, by his or her guardian or
      legal representative or by the transferees permitted by the preceding
      sentence.

    


    11.4. Effect
      of Termination or Death.
      In the
      event that a participant ceases to be an employee of or consultant to the
      Company for any reason, including death, any Incentives may be exercised or
      shall expire at such times as may be determined by the Committee.

    


    11.5. Additional
      Condition.
      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.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    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, stock dividend, stock split, combination of
      shares or other change in the Common Stock, 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 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.

    


    11.8. Withholding.

    


    (a) The
      Company shall have the right to withhold from any payments made under the Plan
      or to collect as a condition of payment, any taxes required by law to be
      withheld. 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.

    


    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 or discontinue the Plan at any time. However, no such amendment
      or discontinuance shall, subject to adjustment under Section 11.6, (a) change
      or
      impair, without the consent of the recipient, an Incentive previously granted,
      (b) increase the maximum number of shares of Common Stock which may be issued
      to
      all participants under the Plan, (c) change or expand the types of Incentives
      that may be granted under the Plan, (d) change the class of persons eligible
      to
      receive Incentives under the Plan, or (e) materially increase the benefits
      accruing to participants under the Plan.

    


    11.12. Immediate
      Acceleration of Incentives.
      Notwithstanding any provision in this Plan or in any Incentive to the contrary,
      (a) the restrictions on all shares of restricted stock award shall lapse
      immediately, (b) all outstanding options and SARs will become exercisable
      immediately, and (c) all performance shares shall be deemed to be met and
      payment made immediately, if subsequent to the effective date of the Plan,
      any
      of the following events occur unless otherwise determined by the board of
      directors and a majority of the “Continuing Directors” (as defined
      below):

    


    (1) any
      person or group of persons becomes the beneficial owner of 50% or more of the
      aggregate number of all equity securities of the Company entitled to vote for
      the election of directors;

    


    (2) a
      majority of the members of the board of directors of the Company is replaced
      within the period of less than two years by directors not nominated and approved
      by the board of directors; or

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    (3) the
      shareholders of the Company approve an agreement to merge or consolidate with
      or
      into another corporation (unless, after such merger or consolidation, the former
      shareholders of the Company own 50% or more of the successor entity’s voting
      equity securities) or an agreement to sell or otherwise dispose of all or
      substantially all of the Company’s assets (including a plan of
      liquidation).

    


    For
      purposes of this Section 11.12, beneficial ownership by a person or group of
      persons shall be determined in accordance with Regulation 13D (or any similar
      successor regulation) promulgated by the Securities and Exchange Commission
      pursuant to the 1934 Act. Beneficial ownership of more than 50% of an equity
      security may be established by any reasonable method, but shall be presumed
      conclusively as to any person who files a Schedule 13D report with the
      Securities and Exchange Commission reporting such ownership. If the restrictions
      and forfeitability periods are eliminated by reason of clause (1) of this
      Section 11.12, the limitations of this Plan shall not become applicable again
      should the person cease to own 50% or more of any equity security of the
      Company.

     

    


    For
      purposes of this Section 11.12, “Continuing
      Directors”
are
      directors (a) who were in office prior to the time any of the events described
      in clauses (1), (2) or (3) of this Section 11.12 occurred or any person publicly
      announced an intention to acquire 25% or more of any equity security of the
      Company, (b) directors in office for a period of more than two years, and (c)
      directors nominated and approved by the Continuing Directors.

    


    11.13. 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 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 or Nasdaq Small Cap Stock
      Market Systems (“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.