Exhibit 10.2


 


TRONY SOLAR
HOLDINGS COMPANY LIMITED

2009 EQUITY INCENTIVE PLAN


 


1.     Purpose
of the Plan


 


The purpose of the Plan is to aid the Company
and its Affiliates in recruiting and retaining key employees, directors or
consultants of outstanding ability and to motivate such employees, directors or
consultants to exert their best efforts on behalf of the Company and its
Affiliates by providing incentives through the granting of Awards.  The Company expects that it will benefit from
the added interest which such key employees, directors or consultants will have
in the welfare of the Company as a result of their proprietary interest in the
Company’s success.


 


2.     Definitions


 


The following capitalized terms used in the
Plan have the respective meanings set forth in this Section:


 


(a)                                  Applicable Laws: All laws, statutes,
regulations, ordinances, rules or governmental requirements that are
applicable to this Plan or any Award granted pursuant to this Plan, including
but not limited to applicable laws of the People’s Republic of China, the
United States and the Cayman Islands,  and
the rules and requirements of any applicable national securities exchange.


 


(b)                                 Act: 
The U.S. Securities Exchange Act of 1934, as amended, or any successor
thereto.


 


(c)                                  Affiliate: 
With respect to the Company, any entity directly or indirectly
controlling, controlled by, or under common control with, the Company or any
other entity designated by the Board in which the Company or an Affiliate has
an interest.


 


(d)                                 Award: 
An Option, Stock Appreciation Right or Other Stock-Based Award.


 


(e)                                  Beneficial Owner:  A “beneficial owner”, as such term is defined
in Rule 13d-3 under the Act (or any successor rule thereto).


 


(f)                                    Board: 
The board of directors of the Company.


 


(g)                                 Change in Control:  The occurrence of any of the following
events:


 


(i) the
sale or disposition, in one or a series of related transactions, of all or
substantially all, of the assets of the Company to any “person” or “group” (as
such terms are defined in Sections 13(d)(3) or 14(d)(2) of the Act)
other than the Permitted Holders;


 


(ii) any
person or group, other than the Permitted Holders, is or becomes the Beneficial
Owner (except that a person shall be deemed to have “beneficial ownership” of
all shares that any such person has the right to acquire, whether such right is
exercisable immediately or only after the passage of time), directly or
indirectly, of more than 50% of the total voting power of the voting stock of
the Company (or any entity which controls the Company), including by way of
merger, consolidation, tender or exchange offer or otherwise; or


 

















 


(iii) 
during any period of two consecutive years, individuals who at the beginning of
such period constituted the Board (together with any new directors whose election
by such Board or whose nomination for election by the shareholders of the
Company was approved by a vote of a majority of the directors of the Company,
then still in office, who were either directors at the beginning of such period
or whose election or nomination for election was previously so approved) cease
for any reason to constitute a majority of the Board, then in office.


 


(h)                                 Code: 
The U.S. Internal Revenue Code of 1986, as amended, or any successor
thereto.


 


(i)                                     Committee: 
The compensation
committee of the Board.


 


(j)                                     Company: 
Trony Solar Holdings Company Limited, a company incorporated under the
laws of the Cayman Islands.


 


(k)                                  Disability: 
Inability of a Participant to perform in all material respects his
duties and responsibilities to the Company, or any Subsidiary of the Company,
by reason of a physical or mental disability or infirmity which inability is
reasonably expected to be permanent and has continued (i) for a period of
not less than 90 consecutive days or (ii) such shorter period as the
Committee may reasonably determine in good faith.  The Disability determination shall be in the
sole discretion of the Committee and a Participant (or his representative)
shall furnish the Committee with medical evidence documenting the Participant’s
disability or infirmity which is satisfactory to the Committee.


 


(l)                                     Effective Date:  The date the Board approves the Plan, or such
later date as is designated by the Board.


 


(m)                               Employment: 
The term “Employment” as used herein shall be deemed to refer to (i) a
Participant’s employment if the Participant is an employee of the Company or
any of its Affiliates, (ii) a Participant’s services as a consultant, if
the Participant is consultant to the Company or its Affiliates and (iii) a
Participant’s services as an non-employee director, if the Participant is a
non-employee member of the Board.


 


(n)                                 Fair Market Value:  On a given date, (i) if there should be
a public market for the Shares on such date, the closing price of the Shares as
reported on such date on the Composite Tape of the principal national
securities exchange on which such Shares are listed or admitted to trading, or (ii) if
there should not be a public market for the Shares on such date, the Fair
Market Value shall be the value established by the Committee in good faith.


 


(o)                                 ISO: 
An Option that is also an incentive stock option granted pursuant to Section 6(d) of
the Plan.


 


(p)                                 LSAR: 
A limited stock appreciation right granted pursuant to Section 7(d) of
the Plan.


 


(q)                                 Other Stock-Based Awards:  Awards granted pursuant to Section 8 of
the Plan.


 


(r)                                    Option: 
A stock option granted pursuant to Section 6 of the Plan.


 

















 


(s)                                  Option Price: 
The purchase price per Share of an Option, as determined pursuant to Section 6(a) of
the Plan.


 


(t)                                    Participant: 
An employee, director or consultant who is selected by the Committee to
participate in the Plan.


 


(u)                                 Permitted Holder: means, as of the date of
determination, (i) the Company or (ii) any employee benefit plan (or
trust forming a part thereof) maintained by (A) the Company or (B) any
corporation or other Person of which a majority of its voting power of its
voting equity securities or equity interest is owned, directly or indirectly,
by the Company,


 


(v)                                 Person: 
A “person”, as such term is used for purposes of Section 13(d) or
14(d) of the Act (or any successor section thereto).


 


(w)                               Plan: 
This Trony Solar Holdings Company Limited 2009 Equity Incentive Plan.


 


(x)                                   Shares: 
Ordinary Shares of the Company, par value US$0.0001 per share.


 


(y)                                 Stock Appreciation Right:  A stock appreciation right granted pursuant
to Section 7 of the Plan.


 


(z)                                   Subsidiary: 
A corporation or other entity of which a majority of the outstanding
voting shares or voting power is beneficially owned directly or indirectly by
the Company.


 


3.     Shares
Subject to the Plan


 


The total number of Shares which may be
issued under the Plan is 10,000,000.  The
Shares may consist, in whole or in part, of authorized and unissued Shares or
Shares purchased on the open market.  The
issuance of Shares or the payment of cash upon the exercise of an Award or in
consideration of the cancellation or termination of an Award shall reduce the
total number of Shares available under the Plan, as applicable.  Shares which are subject to Awards which
terminate or lapse without the payment of consideration may be granted again
under the Plan.


 

















 


4.     Administration


 


The Plan shall be administered by the
Committee, which may delegate its duties and powers in whole or in part to any
subcommittee thereof consisting solely of at least two individuals who are
intended to qualify as “Non-Employee Directors” within the meaning of Rule 16b-3
under the Act (or any successor rule thereto) and an “independent director”
as defined in NYSE Rule 303A.02 (or any successor rule thereto).  Awards may, in the discretion of the
Committee, be made under the Plan in assumption of, or in substitution for,
outstanding awards previously granted by the Company or its subsidiaries or a
company acquired by the Company or with which the Company combines.  The number of Shares underlying such
substitute awards shall be counted against the aggregate number of Shares
available for Awards under the Plan.  The
Committee is authorized to interpret the Plan, to establish, amend and rescind
any rules and regulations relating to the Plan, and to make any other
determinations that it deems necessary or desirable for the administration of
the Plan.  The Committee may correct any
defect or supply any omission or reconcile any inconsistency in the Plan in the
manner and to the extent the Committee deems necessary or desirable.  Any decision of the Committee in the
interpretation and administration of the Plan, as described herein, shall lie
within its sole and absolute discretion and shall be final, conclusive and
binding on all parties concerned (including, but not limited to, Participants
and their beneficiaries or successors). 
The Committee shall have the full power and authority to establish the
terms and conditions of any Award consistent with the provisions of the Plan
and to waive any such terms and conditions at any time (including, without
limitation, accelerating or waiving any vesting conditions).  The Committee shall require payment of any
amount it may determine to be necessary to withhold for any applicable taxes as
a result of the exercise, grant or vesting of an Award.  Unless the Committee specifies otherwise, the
Participant may elect to pay a portion or all of such withholding taxes by (a) delivery
in Shares or (b) having Shares withheld by the Company from any Shares
that would have otherwise been received by the Participant.


 


5.     Limitations


 


No Award may be granted under the Plan after
the tenth anniversary of the Effective Date, but Awards theretofore granted may
extend beyond that date.


 


6.     Terms
and Conditions of Options


 


Options granted under the Plan shall be, as
determined by the Committee, non-qualified or incentive stock options for U.S.
federal income tax purposes, as evidenced by the related Award agreements, and
shall be subject to the foregoing and the following terms and conditions and to
such other terms and conditions, not inconsistent therewith, as the Committee
shall determine:


 


(a)                                  Option
Price.  The Option Price
per Share shall be determined by the Committee, unless expressly approved by
the Committee, shall not be less than 100% of the Fair Market Value of the
Shares on the date an Option is granted.


 


(b)                                 Exercisability.  Options granted under the Plan shall be
exercisable at such time and upon such terms and conditions as may be
determined by the Committee, but in no event shall an Option be exercisable
more than ten years after the date it is granted.


 


(c)                                  Exercise
of Options.  Except as otherwise
provided in the Plan or in an Award agreement, an Option may be exercised for
all, or from time to time any part, of the Shares for which it is then
exercisable.  For purposes of this Section 6
of the Plan, 


 

















 


the exercise date of an Option shall be
the later of the date a notice of exercise is received by the Company and, if
applicable, the date payment is received by the Company pursuant to clauses
(i), (ii), (iii) or (iv) in the following sentence.  The purchase price for the Shares as to which
an Option is exercised shall be paid to the Company in full at the time of
exercise at the election of the Participant 
(i) in cash or its equivalent (e.g., by check), (ii) to the
extent permitted by the Committee, in Shares having a Fair Market Value equal
to the aggregate Option Price for the Shares being purchased and satisfying
such other requirements as may be imposed by the Committee; provided, that such
Shares have been held by the Participant for no less than six months (or such
other period as established from time to time by the Committee in order to
avoid adverse accounting treatment applying generally accepted accounting
principles), (iii) partly in cash and, to the extent permitted by the
Committee
and subject to the other requirements and conditions set forth above in (ii),
partly in Shares or (iv) if there is a public market for the Shares at
such time, through the delivery of irrevocable instructions to a broker to sell
Shares obtained upon the exercise of the Option and to deliver promptly to the
Company an amount out of the proceeds of such sale equal to the aggregate Option Price
for the Shares being purchased.  No
Participant shall have any rights to dividends or other rights of a stockholder
with respect to Shares subject to an Option until the Participant has given
written notice of exercise of the Option, paid in full for such Shares and, if
applicable, has satisfied any other conditions imposed by the Committee
pursuant to the Plan.


 


(d)                                 ISOs.  The Committee may grant Options under the
Plan that are intended to be ISOs.  Such
ISOs shall comply with the requirements of Section 422 of the Code (or any
successor section thereto).  No ISO may
be granted to any Participant who at the time of such grant, owns more than ten
percent of the total combined voting power of all classes of stock of the
Company or of any Subsidiary, unless (i) the Option Price for such ISO is
at least 110% of the Fair Market Value of a Share on the date the ISO is
granted and (ii) the date on which such ISO terminates is a date not later
than the day preceding the fifth anniversary of the date on which the ISO is
granted.  Any Participant who disposes of
Shares acquired upon the exercise of an ISO either (i) within two years
after the date of grant of such ISO or (ii) within one year after the
transfer of such Shares to the Participant, shall notify the Company of such
disposition and of the amount realized upon such disposition.  All Options granted under the Plan are
intended to be nonqualified stock options, unless the applicable Award
agreement expressly states that the Option is intended to be an ISO.  If an Option is intended to be an ISO, and if
for any reason such Option (or portion thereof) shall not qualify as an ISO,
then, to the extent of such nonqualification, such Option (or portion thereof)
shall be regarded as a nonqualified stock option granted under the Plan;
provided that such Option (or portion thereof) otherwise complies with the Plan’s
requirements relating to nonqualified stock options.  In no event shall any member of the
Committee, the Company or any of its Affiliates (or their respective employees,
officers or directors) have any liability to any Participant (or any other
Person) due to the failure of an Option to qualify for any reason as an ISO.


 


(e)                                  Attestation.  Wherever in this Plan or any agreement
evidencing an Award a Participant is permitted to pay the exercise price of an
Option or taxes relating to the exercise of an Option by delivering Shares, the
Participant may, subject to procedures satisfactory to the Committee, satisfy
such delivery requirement by 


 

















 


presenting proof of beneficial
ownership of such Shares, in which case the Company shall treat the Option as
exercised without further payment and shall withhold such number of Shares from
the Shares acquired by the exercise of the Option.


 


7.     Terms
and Conditions of Stock Appreciation Rights


 


(a)                                  Grants.  The Committee also may grant (i) a Stock
Appreciation Right independent of an Option or (ii) a Stock Appreciation
Right in connection with an Option, or a portion thereof.  A Stock Appreciation Right granted pursuant
to clause (ii) of the preceding sentence (A) may be granted at the
time the related Option is granted or at any time prior to the exercise or
cancellation of the related Option, (B) shall cover the same number of
Shares covered by an Option (or such lesser number of Shares as the Committee
may determine) and (C) shall be subject to the same terms and conditions
as such Option except for such additional limitations as are contemplated by
this Section 7 (or such additional limitations as may be included in an
Award agreement).


 


(b)                                 Terms.  The exercise price per Share of a Stock
Appreciation Right shall be an amount determined by the Committee but in no
event shall such amount be less than the greater of (i) the Fair Market
Value of a Share on the date the Stock Appreciation Right is granted or, in the
case of a Stock Appreciation Right granted in conjunction with an Option, or a
portion thereof, the Option Price of the related Option and (ii) the
minimum amount permitted by Applicable Laws. 
Each Stock Appreciation Right granted independent of an Option shall
entitle a Participant upon exercise to an amount equal to (i) the excess
of (A) the Fair Market Value on the exercise date of one Share over (B) the
exercise price per Share, times (ii) the number of Shares covered by the
Stock Appreciation Right.  Each Stock
Appreciation Right granted in conjunction with an Option, or a portion thereof,
shall entitle a Participant to surrender to the Company the unexercised Option,
or any portion thereof, and to receive from the Company in exchange therefore
an amount equal to (i) the excess of (A) the Fair Market Value on the
exercise date of one Share over (B) the Option Price per Share, times (ii) the
number of Shares covered by the Option, or portion thereof, which is surrendered.  The date a notice of exercise is received by
the Company shall be the exercise date. 
Payment shall be made in Shares or in cash, or partly in Shares and
partly in cash (any such Shares valued at such Fair Market Value), all as shall
be determined by the Committee.  Stock
Appreciation Rights may be exercised from time to time upon actual receipt by
the Company of written notice of exercise stating the number of Shares with
respect to which the Stock Appreciation Right is being exercised.  No fractional Shares will be issued in
payment for Stock Appreciation Rights, but instead cash will be paid for a
fraction or, if the Committee should so determine, the number of Shares will be
rounded downward to the next whole Share.


 


(c)                                  Limitations.  The Committee may impose, in its discretion,
such conditions upon the exercisability or transferability of Stock
Appreciation Rights as it may deem fit.


 

















 


(d)                                 Limited
Stock Appreciation Rights. 
The Committee may grant LSARs that are exercisable upon the occurrence
of specified contingent events.  Such
LSARs may provide for a different method of determining appreciation, may
specify that payment will be made only in cash and may provide that any related
Awards are not exercisable while such LSARs are exercisable.  Unless the context otherwise requires,
whenever the term “Stock Appreciation Right” is used in the Plan, such term
shall include LSARs.


 


8.     Other
Stock-Based Awards


 


The Committee, in its sole discretion, may
grant or sell Awards of Shares, Awards of restricted Shares and Awards that are
valued in whole or in part by reference to, or are otherwise based on the Fair
Market Value of, Shares (“Other Stock-Based Awards”).  Such Other Stock-Based Awards shall be in
such form, and dependent on such conditions, as the Committee shall determine,
including, without limitation, the right to receive, or vest with respect to,
one or more Shares (or the equivalent cash value of such Shares) upon the
completion of a specified period of service, the occurrence of an event and/or
the attainment of performance objectives. 
Other Stock-Based Awards may be granted alone or in addition to any
other Awards granted under the Plan. 
Subject to the provisions of the Plan, the Committee shall determine to
whom and when Other Stock-Based Awards will be made, the number of Shares to be
awarded under (or otherwise related to) such Other Stock-Based Awards; whether
such Other Stock-Based Awards shall be settled in cash, Shares or a combination
of cash and Shares; and all other terms and conditions of such Awards
(including, without limitation, the vesting provisions thereof and provisions
ensuring that all Shares so awarded and issued shall be fully paid and
non-assessable).


 


9.     Adjustments
Upon Certain Events


 


Notwithstanding any other provisions in the
Plan to the contrary, the following provisions shall apply to all Awards
granted under the Plan:


 


(a)                                  Generally.  In the event of any change in the outstanding
Shares after the Effective Date by reason of any Share dividend or split, reorganization,
recapitalization, merger, consolidation, spin-off, combination, combination or
transaction or exchange of Shares or other corporate exchange, or any
distribution to shareholders of Shares other than regular cash dividends or any
transaction similar to the foregoing, such that an adjustment is appropriate to
preserve, without enhancement or diminution, the benefits intended to be
awarded under the Plan, then the Committee shall so adjust (i) the number
or kind of Shares or other securities issued or reserved for issuance pursuant
to the Plan or pursuant to outstanding Awards, (ii) the maximum number of
Shares for which Options or Stock Appreciation Rights may be granted during a
calendar year to any Participant, (iii) the maximum number of Shares for
which Other Stock-Based Awards may be granted during a calendar year to any
Participant, (iv) the maximum amount of an Award that is valued in whole
or in part by reference to, or is otherwise based on the Fair Market Value of,
Shares that may be granted during a calendar year to any Participant, (v) the
Option Price or exercise price of any Stock Appreciation Right and/or (vi) any other
affected terms of such Awards, provided that, so long as such adjustment
preserves, without enhancement or diminution, the benefits to be awarded under
the Plan, the Committee shall be entitled to determine in its sole discretion
the manner in which such adjustment shall be made.


 

















 


(b)                                 Change
in Control. In the event of a Change of Control after the Effective
Date, (i) if determined by the Committee in the applicable Award agreement
or otherwise, any outstanding Awards then held by Participants which are
unexercisable or otherwise unvested or subject to lapse restrictions shall
automatically be deemed exercisable or otherwise vested or no longer subject to
lapse restrictions, as the case may be, as of immediately prior to such Change
of Control and (ii) the Committee may, but shall not be obligated to, (A) cancel
such Awards for fair value (as determined in the sole discretion of the
Committee) which, in the case of Options and Stock Appreciation Rights, may
equal the excess, if any, of value of the consideration to be paid in the
Change of Control transaction to holders of the same number of Shares subject
to such Options or Stock Appreciation Rights (or, if no consideration is paid
in any such transaction, the Fair Market Value of the Shares subject to such
Options or Stock Appreciation Rights) over the aggregate exercise price of such
Options or Stock Appreciation Rights, (B) provide for the issuance of substitute Awards that
will substantially preserve the otherwise applicable terms of any affected
Awards previously granted hereunder as determined by the Committee in its sole
discretion or (C) provide that for a period of at least 15 days prior to
the Change of Control, such Options shall be exercisable as to all Shares
subject thereto and that upon the occurrence of the Change of Control, such
Options shall terminate and be of no further force and effect.


 


10.   No Right
to Employment or Awards


 


The granting of an Award under the Plan shall
impose no obligation on the Company or any Subsidiary to continue the
Employment of a Participant and shall not lessen or affect the Company’s or
Subsidiary’s right to terminate the Employment of such Participant.  No Participant or other Person shall have any
claim to be granted any Award, and there is no obligation for uniformity of
treatment of Participants, or holders or beneficiaries of Awards.  The terms and conditions of Awards and the
Committee’s determinations and interpretations with respect thereto need not be
the same with respect to each Participant (whether or not such Participants are
similarly situated).


 


11.   Successors
and Assigns


 


The Plan shall be binding on all successors
and assigns of the Company and a Participant, including without limitation, the
estate of such Participant and the executor, administrator or trustee of such
estate, or any receiver or trustee in bankruptcy or representative of the
Participant’s creditors.


 


12.   Nontransferability
of Awards


 


Unless otherwise determined by the Committee,
an Award shall not be transferable or assignable by the Participant otherwise
than by will or by the laws of descent and distribution.  An Award exercisable after the death of a
Participant may be exercised by the legatees, personal representatives or
distributees of the Participant.


 


Notwithstanding the foregoing, no provision
herein shall prevent or forbid transfers by will, by the laws of descent and
distribution, to a trust that was established solely for tax planning purposes
and not for purposes of profit or commercial activity or, to one or more “family



 

















 


members” (as
such term is defined in SEC Rule 701 promulgated under the Securities Act
of 1933, as amended) by gift or pursuant to a qualified domestic relations
order.


 


13.   Amendments
or Termination


 


The Board may amend, alter or discontinue the
Plan, but no amendment, alteration or discontinuation shall be made, (a) without
the approval of the shareholders of the Company, if such action would (except
as is provided in Section 9 of the Plan), increase the total number of
Shares reserved for the purposes of the Plan or change the maximum number of
Shares for which Awards may be granted to any Participant, provided that,
following the initial public offering of the Shares, this clause (a) shall
only apply if and to the extent that, such approval is required by the
principal national securities exchange on which the Shares are listed or
admitted to trading; or (b) without the consent of a Participant, if such
action would diminish any of the rights of the Participant under any Award
theretofore granted to such Participant under the Plan; provided, however, that
the Committee may amend the Plan in such manner as it deems necessary to permit
the granting of Awards meeting the requirements of any Applicable Laws.


 


Without limiting the generality of the
foregoing, to the extent applicable, notwithstanding anything herein to the
contrary, this Plan and Awards issued hereunder shall be interpreted in
accordance with Section 409A of the Code and Department of Treasury
regulations and other interpretative guidance issued thereunder, including
without limitation any such regulations or other guidance that may be issued
after the Effective Date. 
Notwithstanding any provision of the Plan to the contrary, in the event
that the Committee determines that any amounts payable hereunder will be
taxable to a Participant under Section 409A of the Code and related
Department of Treasury guidance prior to payment to such Participant of such
amount, the Company may (a) adopt such amendments to the Plan and Awards
and appropriate policies and procedures, including amendments and policies with
retroactive effect, that the Committee determines necessary or appropriate to
preserve the intended tax treatment of the benefits provided by the Plan and
Awards hereunder and/or (b) take such other actions as the Committee
determines necessary or appropriate to comply with the requirements of Section 409A
of the Code.


 


14.           Multiple Jurisdictions


 


In order to assure the viability of Awards
granted to Participants employed in various jurisdictions, the Committee may,
in its sole discretion, provide for such special terms as it may consider
necessary or appropriate to accommodate differences in local law, tax policy or
custom applicable in the jurisdiction in which the Participant resides or is
employed.  Moreover, the Committee may
approve such supplements to, amendments, restatements, or alternative versions
of the Plan as it may consider necessary or appropriate for such purposes
without thereby affecting the terms of the Plan as in effect for any other
purpose; provided, however, that no such supplements, amendments, restatements
or alternative versions shall increase the Share limitation contained in Section 3
hereof.  Notwithstanding the foregoing,
the Committee may not take any actions hereunder, and no Awards shall be
granted that would violate any Applicable Laws.


 


15.   Distribution
of Shares


 


The obligation
of the Company to make payments in Shares pursuant to an Award shall be subject
to all Applicable Laws and to any such approvals by government agencies as may
be required.  Additionally, in the
discretion of the Committee, American depositary shares, or ADSs, may be
distributed in lieu of Shares in settlement of any Award, provided that the
ADSs shall be of equal value to the Shares that would have otherwise been
distributed.  If the number of 


 

















 


Shares
represented by an ADS is other than on a one-to-one basis, the limitations
contained in Section 3 shall be adjusted to reflect the distribution of
ADSs in lieu of Shares.


 


16.   Taxes


 


No Shares shall be delivered under the Plan
to any Participant until such Participant has made arrangements acceptable to
the Committee for the satisfaction of any income and employment tax withholding
obligations under any Applicable Laws, in particular, the tax laws, rules,
regulations and government orders of the People’s Republic of China or the U.S.
federal, state or other local tax laws, as applicable.  The Company and each of its Subsidiaries
shall have the authority and the right to deduct or withhold, or require a
Participant to remit to the Company, an amount sufficient to satisfy federal,
state, local and foreign taxes (including the Participant’s payroll tax
obligations, if any) required to be withheld under any Applicable Laws with
respect to any Award issued to the Participant hereunder.  The Committee may in its discretion and in
satisfaction of the foregoing requirement allow a Participant to elect to have
the Company withhold Shares otherwise issuable under an Award (or allow the
return of Shares) having a Fair Market Value equal to the sums required to be
withheld.  Notwithstanding any other
provision of the Plan, the number of Shares which may be withheld with respect
to the issuance, vesting, exercise or payment of any Award (or which may be
repurchased from the Participant of such Award after such Shares were acquired
by the Participant from the Company) in order to satisfy the Participant’s
federal, state, local and other income and payroll tax liabilities with respect
to the issuance, vesting, exercise or payment of the Award shall, unless
specifically approved by the Committee, be limited to the number of Shares
which have a Fair Market Value on the date of withholding or repurchase equal
to the aggregate amount of such liabilities based on the minimum statutory
withholding rates for federal, state, local and other income tax any payroll
tax purposes that are applicable to such taxable income.


 


17.   Choice
of Law


 


The Plan shall be governed by and construed
in accordance with the laws of the state of New York.


 


18.   Effectiveness
of the Plan


 


The Plan shall be effective as of the
Effective Date and shall terminate ten years later, subject to earlier
termination by the Board pursuant to Section 13 hereof.