TABLE OF
CONTENTS

     

    Exhibit
10.8

     

    SECURE
AMERICA ACQUISITION CORPORATION

      

    2009
STOCK OPTION PLAN

     

      
        

      

    

     

    1. Purpose.   The
purpose of this Plan is to advance the interests of Secure America Acquisition
Corporation, a Delaware corporation (the “Company”), and its Related Entities by
providing an additional incentive to attract and retain qualified and competent
persons who provide services to the Company and its Related Entities, and upon
whose efforts and judgment the success of the Company and its Related Entities
is largely dependent, through the encouragement of stock ownership in the
Company by such persons.

     

    2. Definitions.   As
used herein, the following terms shall have the meanings indicated:

     

    (a)
“Board” shall mean the Board of Directors of the Company.

     

    (b)
“Cause” shall, with respect to any Optionee, have the equivalent meaning (or the
same meaning as “cause” or “for cause”) set forth in any employment agreement,
consulting, or other agreement for the performance of services between the
Optionee, and the Company or a Related Entity or, in the absence of any such
agreement or any such definition in such agreement, such term shall mean (i) the
failure by the Optionee to perform, in a reasonable manner, his or her duties as
assigned by the Company or a Related Entity, (ii) any violation or breach by the
Optionee of his or her employment agreement, consulting or other similar
agreement with the Company or a Related Entity, if any, (iii) any violation or
breach by the Optionee of any non-competition, non-solicitation, non-disclosure
and/or other similar agreement with the Company or a Related Entity, (iv) any
act by the Optionee of dishonesty or bad faith with respect to the Company (or a
Related Entity), (v) use of alcohol, drugs or other similar substances in a
manner that adversely affects the Optionee’s work performance, or (vi) the
commission by the Optionee of any act, misdemeanor, or crime reflecting
unfavorably upon the Optionee or the Company or any Related Entity. The good
faith determination by the Committee of whether the Optionee’s Continuous
Service was terminated by the Company for “Cause” shall be final and binding for
all purposes hereunder.

     

    (c)
“Code” shall mean the Internal Revenue Code of 1986, as amended from time to
time.

     

    (d)
“Committee” means a committee designated by the Board to administer the Plan;
provided, however, that if the Board fails to designate a committee or if there
are no longer any members on the committee so designated by the Board, then the
Board shall serve as the Committee. The Committee shall consist of at least two
directors, and each member of the Committee shall be (i) a “non-employee
director” within the meaning of Rule 16b-3 (or any successor rule) under the
Exchange Act, unless administration of the Plan by “non-employee directors” is
not then required in order for exemptions under Rule 16b-3 to apply to
transactions under the Plan, (ii) an “outside director” within the meaning of
Section 162(m) of the Code, and (iii) an “Independent”.

     

    (e)
“Common Stock” shall mean the Company’s common stock, par value $0.0001 per
share.

     

    (f)
“Company” shall mean Secure America Acquisition Corporation, a Delaware
corporation.

     

    (g)
“Consultant” shall mean any person (other than an Employee or a Director, solely
with respect to rendering services in such person’s capacity as a Director) who
is engaged by the Company or any Related Entity to render consulting or advisory
services to the Company or such Related Entity.

     

    (h)
“Continuous Service” shall mean the continuous service to the Company or any
Related Entity, without interruption or termination, in any capacity of
Employee, Director or Consultant. Continuous Service shall not be considered
interrupted in the case of (i) any approved leave of absence, (ii) transfers
among the Company, any Related Entity, or any successor, in any capacity of
Employee, Director or Consultant, or (iii) any change in status as long as the
individual remains in the service of the Company or any Related Entity in any
capacity of Employee, Director or Consultant (except as otherwise provided in
the Option Agreement). An approved leave of absence shall include sick leave,
military leave, or any other authorized personal leave.


    
      
         


      

      
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    (i)
“Director” shall mean a member of the Board or the board of directors of any
Related Entity.

     

    (j)
“Disability” means a permanent and total disability (within the meaning of
Section 22(e) of the Code), as determined by a medical doctor satisfactory to
the Committee.

     

    (k)
“Effective Date” shall mean August 31, 2009.

     

    (l)
“Employee” shall mean any person, including an officer or Director, who is an
employee of the Company or any Related Entity. The payment of a Director’s
normal compensation and fee (as applicable to all Directors or Committee
members, as the case may be) by the Company or a Related Entity shall not be
sufficient to constitute “employment” by the Company.

     

    (m) “Fair
Market Value” of a Share on any date of reference shall mean the “Closing Price”
(as defined below) of the Common Stock on the business day immediately preceding
the date of reference, unless the Committee in its sole discretion shall
determine otherwise in a fair and uniform manner. For the purpose of determining
Fair Market Value, the “Closing Price” of the Common Stock on any business day
shall be (i) if the Common Stock is listed or admitted for trading on any United
States national securities exchange, or if actual transactions are otherwise
reported on a consolidated transaction reporting system, the last reported sale
price of Common Stock on such exchange or reporting system, as reported in any
newspaper of general circulation, (ii) if the Common Stock is quoted on the
National Association of Securities Dealers Automated Quotations System
(“NASDAQ”), or any similar system of automated dissemination of quotations of
securities prices in common use, the last reported sale price of Common Stock on
such system or, if sales prices are not reported, the mean between the closing
high bid and low asked quotations for such day of Common Stock on such system,
as reported in any newspaper of general circulation or (iii) if neither clause
(i) or (ii) is applicable, the mean between the high bid and low asked
quotations for the Common Stock as reported by the National Quotation Bureau,
Incorporated if at least two securities dealers have inserted both bid and asked
quotations for Common Stock on at least five of the ten preceding days. If
neither (i), (ii), or (iii) above is applicable, then Fair Market Value shall be
determined by the Committee in a fair and uniform manner.

     

    (n)
“Incentive Stock Option” shall mean an incentive stock option as defined in
Section 422 of the Internal Revenue Code.

     

    (o)
“Independent”, when referring to either the Board or members of the Committee,
shall have the same meaning as used in the rules of the NYSE Amex LLC or any
national securities exchange on which any securities of the Company are listed
for trading, and if not listed for trading, by the rules of Nasdaq Stock
Market.

     

    (p)
“Non-Qualified Stock Option” shall mean an Option that is not an Incentive Stock
Option.

     

    (q)
“Option” (when capitalized) shall mean any option granted under this
Plan.

     

    (r)
“Option Agreement” shall mean the agreement between the Company and the Optionee
for the grant of an option.

     

    (s)
“Optionee” shall mean a person to whom a stock option is granted under this Plan
or any person who succeeds to the rights of such person under this Plan by
reason of the death of such person.

     

    (t)
“Person” shall have the meaning ascribed to such term in Section 3(a)(9) of the
Securities Exchange Act and used in Sections 13(d) and 14(d) thereof, and shall
include a “group” as defined in Section 13(d) thereof.

     

    (u)
“Plan” shall mean this 2009 Stock Option Plan for the Company.


    
      
         


      

      
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    (v)
“Related Entity” shall mean any Subsidiary, and any business, corporation,
partnership, limited liability company or other entity in which the Company or a
Subsidiary holds a substantial ownership interest, directly or indirectly, and
shall specifically include Ultimate Escapes Holdings, LLC, a Delaware limited
liability company.

     

    (w)
“Securities Exchange Act” shall mean the Securities Exchange Act of 1934, as
amended from time to time.

     

    (x)
“Share” shall mean a share of Common Stock.

     

    (y)
“Subsidiary” shall mean any corporation or other entity in which the Company has
a direct or indirect ownership interest of 50% or more of the total combined
voting power of the then outstanding securities or interests of such corporation
or other entity entitled to vote generally in the election of directors or in
which the Company has the right to receive 50% or more of the distribution of
profits or 50% or more of the assets on liquidation or dissolution.

     

    3. Shares Available for Option
Grants.   The Committee may grant to Optionees from time to
time Options to purchase an aggregate of up to One Million Two Hundred Thousand
(1,200,000) Shares from the Company’s authorized and unissued
Shares.

     

    In
determining the number of Shares that remain issuable under the Plan at any time
after the date the Plan is adopted, the following Shares will be deemed not to
have been issued (and will be deemed to remain available for issuance) under the
Plan: (i) Shares remaining under an option grant made under the Plan that
terminates or is canceled without having been exercised or earned in full; (ii)
Shares subject to an option grant under the Plan where cash is delivered to the
holder of the options in lieu of Shares upon exercise; and (iii) Shares that are
withheld in order to pay the purchase price of shares acquired upon the exercise
of an option grant under the Plan or to satisfy the tax withholding obligations
associated with such exercise. The number of Shares issued in connection with an
award under the Plan will be determined net of any previously-owned shares
tendered by the holder of the Award in payment of the exercise price or of
applicable withholding taxes.

     

    4. Incentive and Non-Qualified
Options.

     

    (a) An
Option granted hereunder shall be either an Incentive Stock Option or a
Non-Qualified Stock Option as determined by the Committee at the time of grant
of the Option and the Option Agreement relating to the Option shall clearly
state whether it is an Incentive Stock Option or a Non-Qualified Stock Option.
All Incentive Stock Options shall be granted within 10 years from the Effective
Date. Incentive Stock Options may not be granted to any person who is not an
Employee of the Company or a Related Entity.

     

    (b)
Options otherwise qualifying as Incentive Stock Options hereunder will not be
treated as Incentive Stock Options to the extent that the aggregate fair market
value (determined at the time the Option is granted) of the Shares with respect
to which Options meeting the requirements of Section 422(b) of the Code are
exercisable for the first time by any individual during any calendar year (under
all plans of the Company and its parent corporation or subsidiary corporation,
as those terms are defined in Sections 424(e) and (f) of the Code, respectively,
exceeds $100,000.

     

    5. Conditions for Grant of
Options.

     

    (a) Each
Option shall be evidenced by an Option Agreement that may contain any term
deemed necessary or desirable by the Committee, provided such terms are not
inconsistent with this Plan or any applicable law. Optionees shall be those
persons who are selected by the Committee from the class of all Employees,
Directors and Consultants of the Company or any Related Entity.


    
      
         


      

      
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    (b) In
granting Options, the Committee shall take into consideration the contribution
the person has made to the success of the Company or any Related Entities and
such other factors as the Committee shall determine. The Committee shall also
have the authority to consult with and receive recommendations from officers and
other personnel of the Company and its Related Entities with regard to these
matters. The Committee may from time to time in granting Options under the Plan
prescribe such other terms and conditions concerning such Options as it deems
appropriate, including, without limitation, (i) prescribing the date or dates on
which the Option becomes exercisable, (ii) providing that the Option rights
accrue or become exercisable in installments over a period of years, or upon the
attainment of stated goals or both, or (iii) relating an Option to the
Continuous Service or continued employment of the Optionee for a specified
period of time, provided that such terms and conditions are not more favorable
to an Optionee than those expressly permitted herein.

     

    (c) The
Options granted to Optionees under this Plan shall be in addition to regular
salaries, pension, life insurance or other benefits related to their Continuous
Service with the Company or its Related Entities. Neither the Plan nor any
Option granted under the Plan shall confer upon any person any right to
continuance of any Continuous Service by the Company or its Related
Entities.

     

    (d) The
Committee shall have the discretion to grant Options that are exercisable for
unvested Shares. Should the Optionee’s Continuous Service cease while holding
such unvested Shares, the Company shall have the right to repurchase, at the
exercise price paid per share, any or all of those unvested Shares. The terms
upon which such repurchase right shall be exercisable (including the period and
procedure for exercise and the appropriate vesting schedule for the purchased
shares) shall be established by the Committee and set forth in the Option
Agreement for the relevant Option.

     

    (e)
Notwithstanding any other provision of this Plan, an Incentive Stock Option
shall not be granted to any person owning directly or indirectly (through
attribution under Section 424(d) of the Code) at the date of grant, stock
possessing more than 10% of the total combined voting power of all classes of
stock of the Company (or of any parent corporation or subsidiary corporation of
the Company (as those terms are defined in Sections 424(e) and 424(f) of the
Code, respectively) at the date of grant) unless the exercise price of such
Option is at least 110% of the Fair Market Value of the Shares subject to such
Option on the date the Option is granted, and such Option by its terms is not
exercisable after the expiration of five years from the date such Option is
granted.

     

    (f)
Notwithstanding any other provision of this Plan, and in addition to any other
requirements of this Plan, the aggregate number of Options granted to any one
Optionee may not exceed 1,000,000, subject to adjustment as provided in Section
10 hereof.

     

    6. Exercise Price.
  The exercise price per Share of any Option shall be any price
determined by the Committee but shall not be less than the par value per Share;
provided, however, that in no event shall the exercise price per Share of any
Incentive Stock Option be less than the Fair Market Value of the Shares
underlying such Option on the date such Option is granted.

     

    7. Exercise of
Options.

     

    (a) An
Option shall be deemed exercised when (i) the Company has received written
notice of such exercise in accordance with the terms of the Option, (ii) full
payment of the aggregate exercise price of the Shares as to which the Option is
exercised has been made, and (iii) arrangements that are satisfactory to the
Committee in its sole discretion have been made for the Optionee’s payment to
the Company of the amount that is necessary for the Company or Related Entity
employing the Optionee to withhold in accordance with applicable Federal or
state tax withholding requirements.

     

    (b) The
consideration to be paid for the Shares to be issued upon exercise of an Option,
as well as the method of payment of the exercise price and of any withholding
and employment taxes applicable thereto, shall be determined by the Committee
and may in the discretion of the Committee consist of: (1) cash, (2) certified
or official bank check, (3) money order, (4) Shares that have been held by the
Optionee for at least six months (or such other Shares as the Committee
determines will not cause the Company to recognize for financial accounting
purposes a charge for compensation expense), (5) the withholding of Shares
issuable upon exercise of the Option, (6) pursuant to a “cashless exercise”
procedure, by delivery of a properly executed exercise notice together with such
other documentation, and subject to such guidelines, as the Committee shall
require to effect an exercise of the Option and delivery to the Company by a
licensed broker acceptable to the Company of proceeds from the sale of Shares or
a margin loan sufficient to pay the exercise price and any applicable income or
employment taxes, or (7) in such other consideration as the Committee deems
appropriate, or by a combination of the above. In the case of an Incentive Stock
Option, the permissible methods of payment shall be specified at the time the
Option is granted. The Committee in its sole discretion may accept a personal
check in full or partial payment of any Shares. If the exercise price is paid,
and/or the Optionee’s tax withholding obligation is satisfied, in whole or in
part with Shares, or through the withholding of Shares issuable upon exercise of
the Option, the value of the Shares surrendered or withheld shall be their Fair
Market Value on the date the Option is exercised.


    
      
         


      

      
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    (c) The
Committee in its sole discretion may, on an individual basis or pursuant to a
general program established in connection with this Plan, cause the Company to
lend money to an Optionee, guarantee a loan to an Optionee, or otherwise assist
an Optionee to obtain the cash necessary to exercise all or a portion of an
Option granted hereunder or to pay any tax liability of the Optionee
attributable to such exercise; provided that such loan, loan guaranty, or
assistance in obtaining a loan is not in violation of the Sarbanes-Oxley Act of
2002, or any rule or regulation adopted thereunder or any other applicable law.
If the exercise price is paid in whole or part with the Optionee’s promissory
note, such note shall (i) provide for full recourse to the maker, (ii) be
collateralized by the pledge of the Shares that the Optionee purchases upon
exercise of the Option, (iii) bear interest at the prime rate of the Company’s
principal lender, and (iv) contain such other terms as the Committee in its sole
discretion shall reasonably require.

     

    (d) No
Optionee shall be deemed to be a holder of any Shares subject to an Option
unless and until a stock certificate or certificates for those Shares are issued
to that person(s) under the terms of this Plan. No adjustment shall be made for
dividends (ordinary or extraordinary, whether in cash, securities or other
property) or distributions or other rights for which the record date is prior to
the date the stock certificate is issued, except as expressly provided in
Section 10 hereof.

     

    8. Exercisability of Options.
  Any Option shall become exercisable in such amounts, at such
intervals and upon such terms and/or conditions as the Committee shall provide
in the Option Agreement for that Option, except as otherwise provided in this
Section 8:

     

    (a) The
expiration date of an Option shall be determined by the Committee at the time of
grant, but in no event shall an Option be exercisable after the expiration of 10
years from the date of grant of the Option.

     

    (b) The
Option Agreement relating to any Option may provide that the Option shall become
immediately fully exercisable in the event of a “Change in Control” and/or shall
become fully exercisable in the event that the Committee exercises its
discretion to provide a cancellation notice with respect to the Option pursuant
to Section 9(b) hereof. For this purpose, the term “Change in Control” shall
mean the occurrence of any of the following:

     

    (i) The
acquisition by any Person of Beneficial Ownership (as those terms are defined in
Section 3(a)(9) of the Securities Exchange Act, of twenty percent (20%) or more
of either (A) the value of the then outstanding shares of common stock of the
Company (the “Outstanding Company Common Stock”) or (B) the combined voting
power of the then outstanding voting securities of the Company entitled to vote
generally in the election of directors (the “Outstanding Company Voting
Securities); provided, however, that for purposes of this Section 8(b), the
following acquisitions shall not constitute a Change of Control: (w) any
acquisition directly from the Company; (x) any acquisition by the Company; (y)
any acquisition by any employee benefit plan (or related trust) sponsored or
maintained by the Company or any Subsidiary; or (z) any acquisition by any
corporation pursuant to a transaction which complies with clauses (A), (B) and
(C) of subsection (iii) below; or

     

    (ii)
During any period of two (2) consecutive years (not including any period prior
to the Effective Date) individuals who constitute the Board on the Effective
Date (the “Incumbent Board”) cease for any reason to constitute at least a
majority of the Board; provided, however, that any individual becoming a
director subsequent to the Effective Date whose election, or nomination for
election, by the Company’s shareholders, was approved by a vote of at least a
majority of the directors then comprising the Incumbent Board shall be
considered as though such individual were a member of the Incumbent Board, but
excluding, for this purpose, any such individual whose initial assumption of
office occurs as a result of an actual or threatened election contest with
respect to the election or removal of directors or other actual or threatened
solicitation of proxies or consents by or on behalf of a Person other than the
Board; or


    
      
         


      

      
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    (iii)
Consummation of a reorganization, merger, statutory share exchange or
consolidation or similar corporate transaction involving the Company or any of
its Subsidiaries, a sale or other disposition of all or substantially all of the
assets of the Company, or the acquisition of assets or stock of another entity
by the Company or any of its Subsidiaries (each a “Business Combination”), in
each case, unless, following such Business Combination, (A) all or substantially
all of the individuals and entities who were the Beneficial Owners,
respectively, of the Outstanding Company Common Stock and Outstanding Company
Voting Securities immediately prior to such Business Combination beneficially
own, directly or indirectly, more than fifty percent (50%) of, respectively, the
then outstanding shares of common stock and the combined voting power of the
then outstanding voting securities entitled to vote generally in the election of
directors, as the case may be, of the corporation resulting from such Business
Combination (including, without limitation, a corporation which as a result of
such transaction owns the Company or all or substantially all of the Company’s
assets either directly or through one or more subsidiaries) in substantially the
same proportions as their ownership, immediately prior to such Business
Combination of the Outstanding Company Common Stock and Outstanding Company
Voting Securities, as the case may be, (B) no Person (excluding any employee
benefit plan (or related trust) of the Company or such corporation resulting
from such Business Combination) beneficially owns, directly or indirectly,
twenty percent (20%) or more of, respectively, the then outstanding shares of
common stock of the corporation resulting from such Business Combination or the
combined voting power of the then outstanding voting securities of such
corporation except to the extent that such ownership existed prior to the
Business Combination and (C) at least a majority of the members of the Board of
Directors of the corporation resulting from such Business Combination were
members of the Incumbent Board at the time of the execution of the initial
agreement, or of the action of the Board, providing for such Business
Combination; or

     

    (iv)
Approval by the shareholders of the Company of a complete liquidation or
dissolution of the Company.

     

    Notwithstanding
anything in this Section 8(b) to the contrary, a Change in Control shall not
result from an exchange of Units for Shares of the Company pursuant to Article X
of Amended and Restated Operating Agreement of Ultimate Escapes Holdings, LLC,
dated as of October   , 2009.

     

    (c) The
Committee may in its sole discretion, accelerate the date on which any Option
may be exercised and may accelerate the vesting of any Shares subject to any
Option or previously acquired by the exercise of any Option.

     

    9. Termination of Option
Period.

     

    (a)
Unless otherwise provided in any Option Agreement, the unexercised portion of
any Option shall automatically and without notice terminate and become null and
void at the time of the earliest to occur of the following:

     

    (i) three
months after the date on which the Optionee’s Continuous Service is terminated
other than by reason of (A) Cause, (B) a Disability of the Optionee as
determined by a medical doctor satisfactory to the Committee, or (C) death of
the Optionee;

     

    (ii)
immediately upon the termination of the Optionee’s Continuous Service for
Cause;

     

    (iii)
twelve months after the date on which the Optionee’s Continuous Service is
terminated by reason of a Disability as determined by a medical doctor
satisfactory to the Committee;

     

    (iv) (A)
twelve months after the date of termination of the Optionee’s Continuous Service
by reason of the death of the Optionee, or, if later, (B) three months after the
date on which the Optionee shall die if such death shall occur during the one
year period specified in Subsection 9(a)(iii) hereof; or


    
      
         


      

      
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    (v)
immediately in the event that the Optionee shall file any lawsuit or arbitration
claim against the Company or any Subsidiary, or any of their respective
officers, directors or shareholders.

     

    (b) To
the extent not previously exercised, (i) each Option shall terminate immediately
in the event of (1) the liquidation or dissolution of the Company, or (2) any
reorganization, merger, consolidation or other form of corporate transaction in
which either the Company does not survive or the Shares are exchanged for or
converted into securities issued by another entity, unless the successor or
acquiring entity, or an affiliate thereof, assumes the Option or substitutes an
equivalent option or right pursuant to Section 10(c) hereof, and (ii) the
Committee in its sole discretion may by written notice (“cancellation notice”)
cancel, effective upon the consummation of any Business Combination described in
Subsection 8(b)(iii) hereof, any Option that remains unexercised on the
effective date of that Business Combination. The Committee shall give written
notice of any proposed transaction referred to in this Section 9(b) a reasonable
period of time prior to the closing date for such transaction (which notice may
be given either before or after approval of such transaction), in order that
Optionees may have a reasonable period of time prior to the closing date of such
transaction within which to exercise any Options that then are exercisable
(including any Options that may become exercisable upon the closing date of such
transaction). An Optionee may condition his exercise of any Option upon the
consummation of a transaction referred to in this Section 9(b).

     

    10. Adjustment of
Shares.

     

    (a) If at
any time while the Plan is in effect or unexercised Options are outstanding,
there shall be any increase or decrease in the number of issued and outstanding
Shares through the declaration of a stock dividend or through any
recapitalization resulting in a stock split-up, combination or exchange of
Shares, then and in that event, the Committee shall make:

     

    (i)
appropriate adjustment in the maximum number of Shares available for grant under
the Plan, or available for grant to any person under the Plan, so that the same
percentage of the Company’s issued and outstanding Shares shall continue to be
subject to being so optioned; and

     

    (ii)
appropriate adjustment in the number of Shares and the exercise price per Share
thereof then subject to any outstanding Option, so that the same percentage of
the Company’s issued and outstanding Shares shall remain subject to purchase at
the same aggregate exercise price.

     

    (b)
Unless otherwise provided in any Option Agreement, the Committee may change the
terms of Options outstanding under this Plan, with respect to the exercise price
or the number of Shares subject to the Options, or both, when, in the sole
discretion of the Committee, such adjustments become appropriate to preserve
benefits under the Plan.

     

    (c) In
the event of any proposed sale of all or substantially all of the Company’s
assets or any reorganization, merger, consolidation, or other form of corporate
transaction in which the Company does not survive, or in which the Shares are
exchanged for or converted into securities issued by another entity, the
successor or acquiring entity or an affiliate thereof may, with the consent of
the Committee, assume each outstanding Option or substitute an equivalent option
or right. If the successor or acquiring entity or an affiliate thereof, does not
cause such an assumption or substitution of any Option, then that Option shall
terminate pursuant to Section 9(d) hereof upon consummation of the sale, merger,
consolidation, or other corporate transaction, with or without consideration as
determined by the Committee. The Committee shall give written notice of any
proposed transaction referred to in this Section 10(c) a reasonable period of
time prior to the closing date for such transaction (which notice may be given
either before or after the approval of such transaction), in order that
Participants may have a reasonable period of time prior to the closing date of
such transaction within which to exercise any Options that are then exercisable
(including any Options that may become exercisable upon the closing date of such
transaction). A Participant may condition his exercise of any Options upon the
consummation of the transaction.

     

    (d)
Except as otherwise expressly provided herein, the issuance by the Company of
shares of its capital stock of any class, or securities convertible into shares
of capital stock of any class, either in connection with a direct sale or upon
the exercise of rights or warrants to subscribe therefor, or upon conversion of
shares or obligations of the Company convertible into such shares or other
securities, shall not affect, and no adjustment by reason thereof shall be made
to, the number of or exercise price for Shares then subject to outstanding
Options granted under the Plan.


    
      
         


      

      
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     (e)
Without limiting the generality of the foregoing, the existence of outstanding
Options granted under the Plan shall not affect in any manner the right or power
of the Company to make, authorize or consummate (i) any or all adjustments,
recapitalizations, reorganizations or other changes in the Company’s capital
structure or its business; (ii) any merger or consolidation of the Company;
(iii) any issue by the Company of debt securities, or preferred or preference
stock that would rank above the Shares subject to outstanding Options; (iv) the
dissolution or liquidation of the Company; (v) any sale, transfer or assignment
of all or any part of the assets or business of the Company; or (vi) any other
corporate act or proceeding, whether of a similar character or
otherwise.

     

    11. Transferability.
  No Incentive Stock Option, and unless the prior written consent of
the Committee is obtained (which consent may be withheld for any reason) and the
transaction does not violate the requirements of Rule 16b-3 promulgated under
the Securities Exchange Act no Non-Qualified Stock Option, shall be subject to
alienation, assignment, pledge, charge or other transfer other than by the
Optionee by will or the laws of descent and distribution, and any attempt to
make any such prohibited transfer shall be void. Each Option shall be
exercisable during the Optionee’s lifetime only by the Optionee, or in the case
of a Non-Qualified Stock Option that has been assigned or transferred with the
prior written consent of the Committee, only by the permitted
assignee.

     

    No Shares
acquired by an officer or Director pursuant to the exercise of an Option may be
sold, assigned, pledged or otherwise transferred prior to the expiration of the
six-month period following the date on which the Option was granted, unless the
transaction does not violate the requirements of Rule 16b-3 promulgated under
the Securities Exchange Act.

     

    12. Issuance of
Shares.

     

    (a)
Notwithstanding any other provision of this Plan, the Company shall not be
obligated to issue any Shares unless it is advised by counsel of its selection
that it may do so without violation of the applicable Federal and State laws
pertaining to the issuance of securities, and may require any stock so issued to
bear a legend, may give its transfer agent instructions, and may take such other
steps, as in its judgment are reasonably required to prevent any such
violation.

     

    (b) As a
condition to any sale or issuance of Shares upon exercise of any Option, the
Committee may require such agreements or undertakings as the Committee may deem
necessary or advisable to facilitate compliance with any applicable law or
regulation including, but not limited to, the following:

     

    (i) a
representation and warranty by the Optionee to the Company, at the time any
Option is exercised, that he is acquiring the Shares to be issued to him for
investment and not with a view to, or for sale in connection with, the
distribution of any such Shares; and

     

    (ii) a
representation, warranty and/or agreement to be bound by any legends endorsed
upon the certificate(s) for the Shares that are, in the opinion of the
Committee, necessary or appropriate to facilitate compliance with the provisions
of any securities laws deemed by the Committee to be applicable to the issuance
and transfer of those Shares.

     

    13. Administration of the
Plan.

     

    (a) The
Plan shall be administered by the Committee which shall be composed of two or
more Directors. The membership of the Committee shall be constituted so as to
comply at all times with the then applicable requirements for Outside Directors
of Rule 16b-3 promulgated under the Securities Exchange Act and Section 162(m)
of the Code. The Committee shall serve at the pleasure of the Board and shall
have the powers designated herein and such other powers as the Board may from
time to time confer upon it.

     

    (b) Any
and all decisions or determinations of the Committee shall be made either (i) by
a majority vote of the members of the Committee at a meeting or (ii) without a
meeting by the unanimous written approval of the members of the
Committee.


    
      
         


      

      
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    TABLE OF
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    (c) The
Committee, from time to time, may adopt rules and regulations for carrying out
the purposes of the Plan.

     

    (d) The
determinations of the Committee, and its interpretation and construction of any
provision of the Plan or any Option Agreement, shall be final and binding on all
persons, unless determined otherwise by the Board.

     

    14. Withholding or Deduction for
Taxes.   If at any time specified herein for the making of any
issuance or delivery of any Option or Shares to any Optionee, any law or
regulation of any governmental authority having jurisdiction in the premises
shall require the Company or a Related Entity to withhold, or to make any
deduction for, any taxes or to take any other action in connection with the
issuance or delivery then to be made, the issuance or delivery shall be deferred
until the withholding or deduction shall have been provided for by the Optionee
or beneficiary, or other appropriate action shall have been taken.

     

    15. Interpretation.

     

    (a) As it
is the intent of the Company that the Plan shall comply in all respects with
Rule 16b-3 promulgated under the Securities Exchange Act (“Rule 16b-3”), any
ambiguities or inconsistencies in construction of the Plan shall be interpreted
to give effect to such intention, and if any provision of the Plan is found not
to be in compliance with Rule 16b-3, such provision shall be deemed null and
void to the extent required to permit the Plan to comply with Rule 16b-3. The
Committee may from time to time adopt rules and regulations under, and amend,
the Plan in furtherance of the intent of the foregoing.

     

    (b) The
Plan and any Option Agreements entered into pursuant to the Plan shall be
administered and interpreted so that all Incentive Stock Options granted under
the Plan will qualify as Incentive Stock Options under Section 422 of the Code.
If any provision of the Plan or any Option Agreement relating to an Incentive
Stock Option should be held invalid for the granting of Incentive Stock Options
or illegal for any reason, that determination shall not affect the remaining
provisions hereof, but instead the Plan and the Option Agreement shall be
construed and enforced as if such provision had never been included in the Plan
or the Option Agreement.

     

    (c) This
Plan shall be governed by the laws of the State of Delaware, without reference
to the conflict of laws rules or principals thereof.

     

    (d)
Headings contained in this Plan are for convenience only and shall in no manner
be construed as part of this Plan.

     

    (e) Any
reference to the masculine, feminine, or neuter gender shall be a reference to
such other gender as is appropriate.

     

    16. Amendment and Discontinuation of the
Plan.   The Committee may from time to time amend, suspend or
terminate the Plan or any Option; provided, however, that, any amendment to the
Plan shall be subject to the approval of the Company’s shareholders if such
shareholder approval is required by any applicable federal or state law or
regulation (including, without limitation, Rule 16b-3 or to comply with Section
162(m) of the Code) or the rules of any stock exchange or automated quotation
system on which the Common Stock may then be listed or granted. Except to the
extent provided in Sections 9 and 10 hereof, no amendment, suspension or
termination of the Plan or any Option issued hereunder shall substantially
impair the rights or benefits of any Optionee pursuant to any Option previously
granted without the consent of the Optionee.

     

    17. Effective Date and Termination
Date.   The effective date of the Plan is the Effective Date,
and the Plan shall terminate on the 10 th
anniversary of the Effective Date. This Plan shall be submitted to the
shareholders of the Company for their approval and adoption and Options
hereunder may be granted prior to such approval and adoption; provided, however,
that any Incentive Stock Options granted hereunder, and if but only to the
extent otherwise required by law or the rules of any stock exchange or automated
quotation system on which the Common Stock may be listed, any Non-Qualified
Stock Options granted hereunder, prior to such approval and adoption shall be
contingent upon obtaining such approval and adoption.


    
      
         


      

      
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