DiaSys Corporation - Exhibit 10.23




EXHIBIT 10.23 


DIASYS CORPORATION 

  

  2004 STOCK OPTION AND AWARD PLAN







 
	1 	PURPOSE. 


 

                       This
2004 Stock Option and Award Plan (the "Plan") of DiaSys Corporation, a Delaware
corporation (the "Corporation"), is intended to provide incentives: (a) to the
officers and other key employees of the Corporation and any present or future
subsidiaries of the Corporation (collectively, "Related Corporations") by providing
them with opportunities to purchase stock in the Corporation pursuant to options
granted hereunder which qualify as "incentive stock options" ("ISOs") under Section
422(b) of the Internal Revenue Code of 1986, as amended (the "Code"); (b) to directors,
officers, employees and consultants of the Corporation and Related Corporations
by providing them with opportunities to purchase stock in the Corporation pursuant
to options granted hereunder which do not qualify as ISOs ("Non-Qualified Options");
and (c) to directors, officers, employees and consultants of the Corporation and
Related Corporations by providing them with awards of stock in the Corporation
("Awards"). Both ISOs and Non-Qualified Options are referred to hereafter individually
as an "Option" and collectively as "Options". As used herein, the terms "parent"
and "subsidiary" mean "Parent Corporation" and "Subsidiary Corporation" respectively,
as those terms are defined in Section 424 of the Code. 






	2. 	ADMINISTRATION OF THE PLAN. 




                       (a)
Board or Committee Administration. The Plan shall be administered by the
Board of Directors of the Corporation (the "Board") or by a Committee appointed
by the Board (the "Committee"). Hereinafter, all references in this Plan to the
"Committee" shall mean the Board if no Committee has been appointed. Subject to
the terms of the Plan, the Committee shall have the authority: (i) to determine
the employees of the Corporation and Related Corporations (from among the class
of employees eligible under paragraph 3 to receive ISOs) to whom ISOs may be granted,
(ii) to determine the persons (from among the class of individuals and entities
eligible under paragraph 3 to receive Non-Qualified Options and Awards) to whom
Non-Qualified Options and Awards may be granted; (iii) to determine the time or
times at which Options or Awards may be granted; (iv) to determine the option
price of shares subject to each Option, which price shall not be less than the
minimum price specified in paragraph 6; (v) to determine whether each Option granted
shall be an ISO or a Non-Qualified Option; (vi) to determine (subject to Paragraph
7) the time or times when each Option shall vest or otherwise be exercisable and
the duration of the exercise period; (vii) to determine whether restrictions such
as repurchase options are to be imposed on shares subject to Options and Awards
and the nature of such restrictions, if 

 





 any; and (viii) to interpret the Plan and prescribe and rescind
rules and regulations relating to it. If the Committee determines to issue a Non-Qualified
Option, it shall take whatever actions it deems necessary under Section 422 of
the Code and the regulations promulgated thereunder to ensure that such Option
is not treated as an ISO. The interpretation and construction by the Committee
of any provisions of the Plan or of any Option or Award granted under it shall
be final unless otherwise determined by the Board. The Committee may from time
to time adopt such rules and regulations for carrying out the Plan as it shall
determine in the exercise of discretion. No member of the Board or the Committee
shall be liable for any action or determination made in good faith with respect
to the Plan or any Option or Award granted under it.



                       (b)
Committee Action. The Committee may select one of its members as its chairman
and shall hold meetings at such time and places as it may determine. From time
to time the Board may increase the size of the Committee and appoint additional
members thereof, remove members (with or without cause) and appoint new members
in substitution therefor, fill vacancies however caused, or remove all members
of the Committee and thereafter directly administer the Plan. 



                       (c)
Grant of Options or Awards to Board Members. Options or Awards may be granted
to members of the Board consistent with the provisions of the first sentence of
Paragraph 2(a) above, if applicable. All grants of Options or Awards to members
of the Board shall in all other respects be made in accordance with the provisions
of this Plan applicable to other eligible persons. Members of the Board who are
either (i) eligible for Options or Awards pursuant to the Plan or (ii) have been
granted Options or Awards may vote on any matters affecting the administration
of the Plan or the grant of any Options or Awards pursuant to the Plan, except
that no such member shall act upon the granting to himself of Options or Awards,
but any such member may be counted (a) in determining the existence of a quorum
at any meeting of the Board during which action is taken with respect to the granting
to him of Options or Awards or (b) for purposes of unanimity if such action is
taken by written consent of the Board of Directors. 






	3. 	ELIGIBLE EMPLOYEES AND OTHERS. 




                       ISOs
may be granted to any employee of the Corporation or any Related Corporation.
Those officers and directors of the Corporation who are not employees may not
be granted ISOs under the Plan. Non-Qualified Options and Awards may be granted
to any director (whether or not an employee), officer, employee or consultant
of the Corporation or any Related Corporation. The Committee may take into consideration
a recipient's individual circumstances in determining whether to grant an ISO,
a Non-Qualified Option or an Award. The granting of any Option or Award to any
individual or entity shall neither entitle that individual or entity to, nor disqualify
him from, participation in any other grant of Options or Awards. 









	4. 	STOCK. 




                        The
stock subject to Options and Awards shall be authorized but unissued shares of
the Corporation's Common Stock, $.01 par value (the "Common Stock"), or shares
of Common Stock reacquired by the Corporation in any manner. The aggregate number
of shares which may be issued pursuant to the Plan is Two Million Five Hundred
Thousand (2,500,000) shares, subject to adjustment as provided in paragraph 13.
Any such shares may be issued as ISOs, Non-Qualified Options or Awards, so long
as the number of shares so issued does not exceed such number, as adjusted or
amended from time to time by a vote of the Board of Directors and stockholders,
or otherwise pursuant to paragraph 13. If any Option granted under the Plan shall
expire or terminate for any reason without having been exercised in full or shall
cease for any reason to be exercisable in whole or in part, or if the Corporation
shall reacquire any unvested shares issued pursuant to Awards or Purchases, the
unpurchased shares subject to such Options and any unvested shares so reacquired
by the Corporation shall again be available for grants of Options or Awards under
the Plan. 





	5. 	GRANTING OF OPTIONS OR AWARDS. 




                       Options
or Awards may be granted under the Plan at any time after January 1, 2004 and
prior to January 1, 2014. The date of grant of an Option or Award under the Plan
will be the date specified by the Committee at the time it grants the Options
or Awards; provided, however, that such date shall not be prior to the date on
which the Committee acts to approve the grant. The Committee shall have the right,
with the consent of the optionee, to convert an ISO granted under the Plan to
a Non-Qualified Option pursuant to paragraph 17. 





	6. 	MINIMUM OPTION PRICE; ISO LIMITATIONS. 




                       (a)
Price for Non-Qualified Options. The exercise price per share specified
in the agreement relating to each Non-Qualified Option granted under the Plan
shall in no event be less than the lesser of (i) the book value per share of Common
Stock as of the end of the fiscal year of the Corporation immediately preceding
the date of such grant, or (ii) the fair market value per share of Common Stock
on the date of such grant. 



                       (b)
Price for ISOs. The exercise price per share specified in the agreement
relating to each ISO granted under the Plan shall not be less than the fair market
value per share of Common Stock on the date of such grant. In the case of an ISO
to be granted to an employee owning stock possessing more than ten percent (10%)
of the total combined voting power of all classes of stock of the Corporation
or any Related Corporation, the price per share specified in the agreement relating
to such ISO shall not be less than one hundred ten percent (110%) of the fair
market value per share of Common Stock on the date of grant. 

 





                       (c)
$100,000 Annual Limitation on ISOs. Each eligible employee may be granted
ISOs only to the extent that, in the aggregate under this Plan and all incentive
stock option plans of the Corporation and any Related Corporation, such ISOs do
not become exercisable for the first time by such employee during any calendar
year in a manner which would entitle the employee to purchase more than $100,000
in fair market value (determined at the time the ISOs were granted) of Common
Stock in that year. Any options granted to an employee in excess of such amount
will be granted as Non-Qualified Options. 



                       (d)
Determination of Fair Market Value. If, at the time an Option is granted
under the Plan, the Corporation's Common Stock is publicly traded, "fair market
value" shall be determined as of the last business day for which the prices or
quotes discussed in this sentence are available prior to the date such Option
is granted and shall mean (i) the average (on that date) of the high and low prices
of the Common Stock on the principal national securities exchange on which the
Common Stock is traded, if the Common Stock is then traded on a national securities
exchange; or (ii) the last reported sale price (on that date) of the Common Stock
on the NASDAQ National Market List, if the Common Stock is not then traded on
a national securities exchange; or (iii) the average of the closing bid and asked
prices last quoted (on that date) by an established quotation service for over-the-counter
securities, if the Common Stock is not reported on the NASDAQ National Market
List. However, if the Common Stock is not publicly traded at the time an Option
is granted under the Plan, "fair market value" shall be deemed to be the fair
market value of the Common Stock as determined by the Committee after taking into
consideration all factors which it deems appropriate, including, without limitation,
recent sale and offer prices of the Common Stock in private transactions negotiated
at arm's length. 






	7. 	OPTION DURATION. 


 

                       Subject
to earlier termination as provided in paragraphs 9 and 10, each Option shall expire
on the date specified by the Committee, but not more than (i) ten years and one
day from the date of grant in the case of Non-Qualified Options, (ii) ten years
from the date of grant in the case of ISOs generally, and (iii) five years from
the date of grant in the case of ISOs granted to an employee owning stock possessing
more than ten percent (10%) of the total combined voting power of all classes
of stock of the Corporation or any Related Corporation. Subject to earlier termination
as provided in paragraphs 9 and 10, the term of each ISO shall be the term set
forth in the original instrument granting such ISO, except with respect to any
part of such ISO that is converted into a Non-Qualified Option pursuant to paragraph
17. 









	8. 	EXERCISE OF OPTION. 




                       Subject
to the provisions of paragraphs 9 through 12, each Option granted under the Plan
shall be exercisable as follows: 



                       (a)
Full Vesting or Partial Vesting. The Option shall either be fully exercisable
on the date of grant or shall become exercisable thereafter in such installments
as the Committee may specify. 



                       (b)
Full Vesting of Installments. Once an installment becomes exercisable it
shall remain exercisable until expiration or termination of the Option, unless
otherwise specified by the Committee. 



                       (c)
Partial Exercise. Each Option or installment may be exercised at any time
or from time to time, in whole or in part, for up to the total number of shares
with respect to which it is then exercisable. 



                       (d)
Acceleration of Vesting. The Committee shall have the right to accelerate
the date of exercise of any installment of any Option; provided that the Committee
shall not accelerate the exercise date of any installment of any Option granted
to any employee as an ISO (and not previously converted into a Non-Qualified Option
pursuant to paragraph (6), if such acceleration would violate the annual vesting
limitation in Section 422(d) of the Code, as described in paragraph 6(c). In addition,
each outstanding Option, stock award and share of restricted stock shall become
one hundred percent (100%) vested, and for Options, immediately exercisable, and
for stock awards, immediately issuable and distributable, upon the happening of
any of the following events: (i) the sale of fifty percent (50%) or more of the
assets of the Corporation; (ii) the acquisition by any person or group during
any six-month period of shares constituting more than forty percent (40%) of the
outstanding Common Stock; or (iii) a merger or consolidation with another corporation
or business entity in which the Corporation shall not be the surviving corporation.







	9. 	TERMINATION OF EMPLOYMENT. 


 

                       If
an ISO optionee ceases to be employed by the Corporation and all Related Corporations
other than by reason of death or disability as defined in paragraph 10, no further
installments of his ISOs shall become exercisable, and his ISOs shall terminate
after the passage of thirty (30) days from the date of termination of his employment,
but in no event later than on their specified expiration dates, except to the
extent that such ISOs (or unexercised installments thereof) have been converted
into Non-Qualified Options pursuant to paragraph 17. Employment shall be considered
as continuing uninterrupted during any bona fide leave of absence (such as those


 







attributable to illness, military obligations or governmental service)
provided that the period of such leave does not exceed ninety (90) days or, if
longer, any period during which such optionee's right to reemployment is guaranteed
by statute. A bona fide leave of absence with the written approval of the Committee
shall not be considered an interruption of employment under the Plan, provided
that such written approval contractually obligates the Corporation or any Related
Corporation to continue the employment of the optionee after the approved period
of absence. ISOs granted under the Plan shall not be affected by any change of
employment within or among the Corporation and Related Corporations, so long as
the optionee continues to be an employee of the Corporation or any Related Corporation.
Nothing in the Plan shall be deemed to give any grantee of any Option or Award
the right to be retained in employment or other service by the Corporation or
any Related Corporation for any period of time. 





	10. 	DEATH; DISABILITY. 




                       (a)
Death. If an ISO optionee ceases to be employed by the Corporation and
all Related Corporations by reason of his death, any ISO of his may be exercised,
to the extent of the number of shares with respect to which he could have exercised
it on the date of his death, by his estate, personal representative or beneficiary
who has acquired the ISO by will or by the laws of descent and distribution, at
any time prior to the earlier of the specified expiration date of the ISO or one
hundred eighty (180) days from the date of the optionee's death. 



                       (b)
Disability. If an ISO optionee ceases to be employed by the Corporation
and all Related Corporations by reason of his disability, he shall have the right
to exercise any ISO held by him on the date of termination of employment, to the
extent of the number of shares with respect to which he could have exercised it
on that date, at any time prior to the earlier of the specified expiration date
of the ISO or 180 days from the date of the termination of the optionee's employment.
For the purposes of the Plan, the term "disability" shall mean "permanent and
total disability" as defined in Section 22(e)(3) of the Code or successor statute.







	11. 	 ASSIGNABILITY. 


 

                       No
Option shall be assignable or transferable by the grantee except by will or by
the laws of descent and distribution, and during the lifetime of the grantee each
Option shall be exercisable only by him. 






	12. 	 TERMS AND CONDITIONS OF OPTIONS. 




                       Options
shall be evidenced by stock option agreements or other instruments (which need
not be identical) in such forms as the Committee may from time to time approve.
Such



 







instruments shall conform to the terms and conditions set forth
in paragraphs 6 through 11 hereof and may contain such other provisions as the
Committee deems advisable which are not inconsistent with the Plan, including
delayed vesting and restrictions applicable to shares of Common Stock issuable
upon exercise of Options. In granting any Non-Qualified Option, the Committee
may specify that such Non-Qualified Option shall be subject to the restrictions
set forth herein with respect to ISOs, or to such other termination and cancellation
provisions as the Committee may determine. The Committee may from time to time
confer authority and responsibility on one or more of its own members and/or one
or more officers of the Corporation to execute and deliver such instrument. The
proper officers of the Corporation are authorized and directed to take any and
all action necessary or advisable from time to time to carry out the terms of
such instruments. 





	13. 	ADJUSTMENTS. 




                       Upon
the occurrence of any of the following events, an optionee's rights with respect
to Options granted to him hereunder shall be adjusted as hereinafter provided,
unless otherwise specifically provided in the written agreement between the optionee
and the Corporation relating to such Option: 



                       (a)
Stock Dividends and Stock Splits. If the shares of Common Stock shall be
subdivided or combined into a greater or smaller number of shares or if the Corporation
shall issue any shares of Common Stock as a stock dividend on its outstanding
Common Stock, the number of shares of Common Stock deliverable upon the exercise
of Options or Awards shall be appropriately increased or decreased proportionately,
and appropriate adjustments shall be made in the purchase price per share to reflect
such subdivision, combination or stock dividend. 



                       (b)
Acquisition. If the Corporation is to be consolidated with or acquired
by another entity in a merger, transfer of a majority of the outstanding shares
of capital stock, sale of all or substantially all of the Corporation's assets,
or otherwise (an "Acquisition"), the Board of Directors, the Committee or the
board of directors of any entity assuming the obligations of the Corporation hereunder
(the "Successor Board"), shall, as to outstanding Options or Awards, take one
or more of the following actions: (i) make appropriate provision for the continuation
of such Options or Awards by substituting on an equitable basis for the shares
then subject to such Options or Awards the consideration payable with respect
to the outstanding shares of Common Stock in connection with the Acquisition;
or (ii) make appropriate provision for the continuation of such Options or Awards
by substituting on an equitable basis for the shares then subject to such Options
or Awards any equity securities of the successor corporation; or (iii) upon written
notice to the holders of the Options or Awards, provide that all Options or Awards
must be exercised, to the extent then exercisable, within a specified number of
days following the date of such notice, at the end of which period the Options
or Awards shall terminate; or (iv) terminate all Options or Awards in exchange
for a cash payment or other consideration deemed by the 



 







                        Committee,
the Board of Directors or the Successor Board to have a value equal to the excess
of the fair market value of the shares subject to such Stock rights (to the extent
then exercisable) over the exercise price thereof; or (v) accelerate the date
of exercise of such Options or Awards or of any installment of any such Options
or Awards; or (vi) terminate all Options or Awards in exchange for the right to
participate in any stock option or other employee benefit plan of any successor
corporation. 



                       (c)
Recapitalization or Reorganization. In the event of a recapitalization
or reorganization of the Corporation (other than a transaction described in subparagraph
b above) pursuant to which securities of the Corporation or of another corporation
are issued with respect to the outstanding shares of Common Stock, upon exercising
a Option or Award, the holder thereof shall be entitled to receive for the purchase
price paid upon such exercise the securities he would have received if he had
exercised his Option or Award prior to such recapitalization or reorganization.




                       (d)
Modification of ISOs. Notwithstanding the foregoing, any adjustments made
pursuant to subparagraphs a, b or c with respect to ISOs shall be made only after
the Committee, after consulting with legal counsel for the Corporation, determines
whether such adjustments would constitute a "modification" of such ISOs (as that
term is defined in Section 424 of the Code) or would cause any adverse tax consequences
for the holders of such ISOs. If the Committee determines that such adjustments
made with respect to ISOs would constitute a modification of such ISOs, it may
refrain from making such adjustments. 



                       (e)
Dissolution or Liquidation. In the event of the proposed dissolution or
liquidation of the Corporation, each Option will terminate immediately prior to
the consummation of such proposed action or at such other time and subject to
such other conditions as shall be determined by the Committee. 



                       (f)
Issuances of Securities. Except as expressly provided herein, no issuance
by the Corporation 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 Options.
No adjustments shall be made for dividends paid in cash or in property other than
securities of the Corporation. 

 

                       (g)
Fractional Shares. No fractional shares shall be issued under the Plan
and the optionee shall receive from the Corporation cash in lieu of such fractional
shares. 



                       (h)
Adjustments. Upon the happening of any of the foregoing events described
in subparagraphs a, b or c above, the class and aggregate number of shares set
forth in paragraph 4 hereof that are subject to Options or Awards which previously
have been or subsequently may be granted under the Plan shall also be appropriately
adjusted to reflect the events described in such subparagraphs. The Committee
or the Successor Board shall determine the specific adjustments 

 







to be made under this paragraph 13 and, subject to paragraph 2,
its determination shall be conclusive. 



                       If
any person or entity owning restricted Common Stock obtained by exercise of a
Option or Award made hereunder receives shares or securities or cash in connection
with a corporate transaction described in subparagraphs a, b or c above as a result
of owning such restricted Common Stock, such shares or securities or cash shall
be subject to all of the conditions and restrictions applicable to the restricted
Common Stock with respect to which such shares or securities or cash were issued,
unless otherwise determined by the Committee or the Successor Board. 





	14. 	MEANS OF EXERCISING OPTIONS. 




                       An
Option (or any part or installment thereof) shall be exercised by giving written
notice to the Corporation at its principal office address. Such notice shall identify
the Option being exercised and specify the number of shares as to which such Option
is being exercised, accompanied by full payment of the purchase price Therefor
either: (a) in United States dollars in cash or by check; (b) at the discretion
of the Committee, through delivery of shares of Common Stock having a fair market
value equal as of the date of the exercise to the cash exercise price of the Option;
(c) at the discretion of the Committee, by delivery of the grantee's personal
recourse note bearing interest payable not less than annually at no less than
100% of the lowest applicable Federal rate, as defined in Section 1274(d) of the
Code; (d) at the discretion of the Committee, by any combination of (a), (b) and
(c) above; or (e) by a "cashless exercise", in which event the holder shall receive
from the Corporation the number of shares equal to (i) the number of shares as
to which such option is being exercised minus (ii) the number of shares having
an aggregate value (determined by reference to the Market Value of shares of Common
Stock on the business day immediately prior to the date of such exercise), equal
to the product of (x) the purchase price times (y) the number of shares as to
which such option is being exercised. As used herein, the term "Market Value"
shall mean the closing price of the Company's Common Stock on the American Stock
Exchange (or such other market on which the Company's shares may hereafter be
traded). If the Committee exercises its discretion to permit payment of the exercise
price of an ISO by means of the methods set forth in clauses (b), (c), or (d)
of the preceding sentence, such discretion shall be exercised in writing at the
time of the grant of the ISO in question. The holder of an Option shall not have
the rights of a stockholder with respect to the shares covered by his Option until
the date of issuance of a stock certificate to him for such shares. Except as
expressly provided above in paragraph 13 with respect to changes in capitalization
and stock dividends, no adjustment shall be made for dividends or similar rights
for which the record date is before the date such stock certificate is issued.


  







	15. 	STOCK AWARDS. 




                       The
Committee may also award shares of Common Stock, either on a restricted or unrestricted
basis, without payment of any consideration, on such terms as it my determine
from time to time. All stock awards shall be evidenced by written agreements specifying
the terms and conditions thereof and any restrictions or vesting condition pertaining
thereto. With respect to buy restricted stock awards, the certificates evidencing
such shares shall bear a legend evidencing such restriction and the Corporation
shall maintain possession of such certificates until all conditions to the full
vesting thereof shall have been met. 






	16. 	TERM AND AMENDMENT OF PLAN. 


 

                       This
Plan was adopted by the Board on February 13, 2004 and approved by the stockholders
of the Corporation at the annual meeting thereof held on August 17, 2004. The
Plan shall expire on February 13, 2014 (except as to Options outstanding on that
date). Subject to the provisions of paragraph 5 above, Options or Awards may be
granted under the Plan prior to the date of stockholder approval of the Plan.
The Board may terminate or amend the Plan in any respect at any time, except that,
without the approval of the stockholders obtained within 12 months before or after
the Board adopts a resolution authorizing any of the following actions: (a) the
total number of shares that may be issued under the Plan may not be increased
(except by adjustment pursuant to paragraph 13); (b) the provisions of paragraph
3 regarding eligibility for grants of ISOs may not be modified; (c) the provisions
of paragraph 6(b) regarding the exercise price at which shares may be offered
pursuant to ISOs may not be modified (except by adjustment pursuant to paragraph
13); and (d) the expiration date of the Plan may not be extended. Except as otherwise
provided in this paragraph 16, in no event may action of the Board or stockholders
alter or impair the rights of a grantee, without his consent, under any Option
or Award previously granted to him. 






	17. 	CONVERSION OF ISOs INTO NON-QUALIFIED OPTIONS;
      TERMINATION OF ISOs. 


 

                       The
Committee, at the written request of any optionee, may in its discretion take
such actions as may be necessary to convert such optionee's ISOs (or any installments
or portions of installments thereof) that have not been exercised on the date
of conversion into Non-Qualified Options at any time prior to the expiration of
such ISOs, regardless of whether the optionee is an employee of the Corporation
or a Related Corporation at the time of such conversion. Such actions may include,
but not be limited to, extending the exercise period or reducing the exercise
price of the appropriate installments of such Options. At the time of such conversion,
the Committee (with the consent of the optionee) may impose such conditions on
the exercise of the resulting Non-Qualified Options as the Committee in its discretion
may determine, provided that such conditions shall not be inconsistent with this
Plan. Nothing in the Plan shall be deemed to give any optionee the right to have
such optionee's ISOs converted into Non-Qualified Options, 

 







and no such conversation shall occur until and unless the Committee
takes appropriate action. The Committee, with the consent of the optionee, may
also terminate any portion of any ISO that has not been exercised at the time
of such termination. 





	18. 	APPLICATION OF FUNDS. 




                       The
proceeds received by the Corporation from the sale of shares pursuant to Options
granted and Purchases authorized under the Plan shall be used for general corporate
purposes. 






	19. 	GOVERNMENTAL REGULATION. 


 

                       The
Corporation's obligation to sell and deliver shares of the Common Stock under
this Plan is subject to the approval of any governmental authority required in
connection with the authorization, issuance or sale of such shares. 






	20. 	WITHHOLDING OF ADDITIONAL INCOME TAXES.
      


 

                       The
exercise of Options or the granting or vesting of stock awards under this Plan
may require the optionee or Award recipient to pay additional withholding taxes
in respect of the amount that is considered compensation includible in such person's
gross income. The Committee in its discretion may condition (i) the exercise of
an Option, (ii) the grant of an Award, or (iii) the vesting of restricted Common
Stock acquired by exercising an Option or Award, on the grantee's payment of such
additional withholding taxes. 






	21. 	NOTICE TO CORPORATION OF DISQUALIFYING DISPOSITION.
      


 

                       Each
employee who receives an ISO must agree to notify the Corporation in writing immediately
after the employee makes a Disqualifying Disposition of any Common Stock acquired
pursuant to the exercise of an ISO. A Disqualifying Disposition is any disposition
(including any sale) of such Common Stock before the later of (a) two years after
the date the employee was granted the ISO, or (b) one year after the date the
employee acquired Common Stock by exercising the ISO. If the employee has died
before such stock is sold, these holding period requirements do not apply and
no Disqualifying Disposition can occur thereafter. 



 







	22. 	GOVERNING LAW; CONSTRUCTION. 




                       The
validity and construction of the Plan and the instruments evidencing Options or
Awards shall be governed by the laws of Delaware or the laws of any jurisdiction
in which the Corporation or its successors in interest may be organized from time
to time. In construing this Plan, the singular shall include the plural and the
masculine gender shall include the feminine and neuter, unless the context otherwise
requires. 






	23. 	SECURITIES LAWS. 


 

                       It
is anticipated that Options and Awards granted pursuant to this Plan, and shares
issuable upon exercise of Options, will not be registered under the Securities
Act of 1933, as amended, or any state "blue sky" or securities laws. The Board
or the Committee, as the case may be, in their discretion, may (i) require of
recipients of Options, Awards, or shares issuable upon exercise of Options that
such recipients make representations regarding investment intent; (ii) require
such recipients to acknowledge restrictions on resales or transfer of their Options
or shares; (iii) place appropriate legends on option agreements and share certificates
to reflect such restrictions; or (iv) take all such further action as they may
deem necessary to insure compliance with Federal and state securities laws. No
Option issued hereunder shall be exercisable if the exercise thereof would violate
the Securities Act of 1933, as amended, or any state securities or "blue sky"
laws. 





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