Silver Dragon Resources Inc. - Exhibit 10.1 - Filed by newsfilecorp.com






SILVER DRAGON RESOURCES INC.
2017 STOCK
INCENTIVE
AND
EQUITY COMPENSATION PLAN 


ARTICLE I 
PURPOSE 


            The
purpose of the 2017 Stock Incentive and Equity Compensation Plan (the "Plan") is
to enhance the profitability and value of Silver Dragon Resources Inc. (the
"Company") for the benefit of its stockholders by enabling the Company (i) to
offer employees and consultants of the Company and its Affiliates stock based
incentives and other equity interests in the Company, thereby creating a means
to raise the level of stock ownership by employees and consultants in order to
attract, retain and reward such employees and consultants and strengthen the
mutuality of interests between employees or consultants and the Company's
stockholders and (ii) to offer equity based awards to non-employee directors
thereby attracting, retaining and rewarding such non-employee directors and
strengthening the mutuality of interests between non-employee directors and the
Company's stockholders. 

ARTICLE II 
DEFINITIONS 


            For
purposes of this Plan, the following terms shall have the following meanings:


            2.1
"Affiliate" shall mean, other than the Company, each of the following:
(i) any Subsidiary; (ii) any Parent; (iii) any corporation, trade or business
(including, without limitation, a partnership or limited liability company)
which is directly or indirectly controlled fifty percent (50%) or more (whether
by ownership of stock, assets or an equivalent ownership interest or voting
interest) by the Company or one of its Affiliates; and (iv) any other entity,
approved by the Committee as an Affiliate under the Plan, in which the Company
or any of its Affiliates has a material equity interest.

            2.2
"Award" shall mean any award under this Plan of any Stock Option, Stock
Appreciation Right or Restricted Stock. All Awards shall be confirmed by, and
subject to the terms of, a written agreement executed by the Company and the
Participant.

            2.3
"Board" shall mean the Board of Directors of the Company. 

            2.4
"Cause" shall mean, with respect to a Participant's Termination of
Employment or Termination of Consultancy, unless otherwise determined by the
Committee at grant, or, if no rights of the Participant are reduced, thereafter:
(i) in the case where there is no employment agreement, consulting agreement,
change in control agreement or similar agreement in effect between the Company
or an Affiliate and the Participant at the time of the grant of the Award (or
where there is such an agreement but it does not define "cause" (or words of
like import)), termination due to a Participant's dishonesty, fraud,
insubordination, willful misconduct, refusal to perform services (for any reason
other than illness or incapacity) or materially unsatisfactory performance of
his or her duties for the Company as determined by the Committee in its sole
discretion; or (ii) in the case where there is an employment agreement,
consulting agreement, change in control agreement or similar agreement in effect
between the Company or an Affiliate and the Participant at the time of the grant
of the Award that defines "cause" (or words of like import), as defined under
such agreement; provided, however, that with regard to any agreement
that conditions "cause" on occurrence of a change in control, such definition of
"cause" shall not apply until a change in control actually takes place and then
only with regard to a termination thereafter. With respect to a Participant's
Termination of Directorship, Cause shall mean an act or failure to act that
constitutes "cause" for removal of a director under applicable state corporate
law.

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            2.5"
Change in Control" shall have the meaning set forth in Article XI. 

            2.6
"Code" shall mean the Internal Revenue Code as amended. Any reference to
any section of the Code shall also be a reference to any successor provision and
any Treasury regulation thereunder.

            2.7
"Committee" shall mean a committee of the Board that may be appointed
from time to time by the Board. To the extent determined appropriate by the
Board, or to the extent required under Rule 16b-3 and Section 162(m) of the
Code, such committee shall consist of two or more non-employee directors, each
of whom shall be a non-employee director as defined in Rule 16b-3 and an outside
director as defined under Section 162(m) of the Code. To the extent that no
Committee exists which has the authority to administer the Plan, the functions
of the Committee shall be exercised by the Board.

            2.8
“Common Stock" shall mean the Company's common stock, $0.0001 par value
per share, of the Company. 

            2.9
“Company" shall mean Silver Dragon Resources Inc., a Delaware
corporation. 

            2.10
"Consultant" shall mean any advisor or consultant to the Company or an
Affiliate who is eligible pursuant to Article V to be granted Awards under this
Plan.

            2.11
“Disability" shall mean total and permanent disability, as defined in
Section 22(e)(3) of the Code. 

            2.12
"Eligible Employees" shall mean the employees of the Company and its
Affiliates who are eligible pursuant to Article V to be granted Awards under
this Plan. Notwithstanding the foregoing, with respect to the grant of Incentive
Stock Options, Eligible Employees shall mean the employees of the Company, its
Subsidiaries and its Parents who are eligible pursuant to Article V to be
granted Stock Options under the Plan. 

            2.13
“Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended. 

            2.14
"Fair Market Value" for purposes of this Plan, unless otherwise required
by any applicable provision of the Code or any regulations issued thereunder,
shall be computed based on either the closing bid price on the date the Board of
Directors issues the Stock Plan or, the average closing bid price of the
Company’s common stock for the 20 trading days prior to the stock issuance as
directed by the Board of Director. In determining the Closing Bid Price, as of
any given date: (i) if the Common Stock is listed on a national securities
exchange or quoted on the Nasdaq National Market or Nasdaq SmallCap Market, the
last sale price of the Common Stock in the principal trading market for the
Common Stock on such date, as reported by the exchange or Nasdaq, as the case
may be; (ii) if the Common Stock is not listed on a national securities exchange
or quoted on the Nasdaq National Market or Nasdaq SmallCap Market, but is traded
in the over-the-counter market, the closing bid price for the Common Stock on
such date, as reported by the OTC Bulletin Board or the National Quotation
Bureau, Incorporated or similar publisher of such quotations; and (iii) if the fair market value of the Common Stock cannot
be determined pursuant to clause (i) or (ii) above, such price as the Committee
shall determine, in good faith, based on reasonable methods set forth under
Section 422 of the Code and the regulations thereunder including. For purposes
of the grant of any Award, the applicable date shall be the date on which the
Award is granted or, in the case of a Stock Appreciation Right, the date a
notice of exercise is received by the Committee or, if the sale of Common Stock
shall not have been reported or quoted on such date, the first day prior thereto
on which the sale of Common Stock was reported or quoted.

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            2.15
"Good Reason" with respect to a Participant's Termination of Employment
or Termination of Consultancy shall mean (i) in the case where there is no
employment agreement, consulting agreement, change in control agreement or
similar agreement in effect between the Company or an Affiliate and the
Participant at the time of the grant of the Award (or where there is such an
agreement but it does not define "Good Reason" (or words of like import)), or
where "Good Reason" is not otherwise determined by the Committee at grant, or,
if no rights of the Participant are reduced, thereafter, a voluntary termination
due to "good reason," as the Committee, in its sole discretion, decides to treat
as a Good Reason termination, or (ii) in the case where there is an employment
agreement, consulting agreement, change in control agreement or similar
agreement in effect between the Company or an Affiliate and the Participant at
the time of the grant of the Award that defines "good reason" (or words of like
import), as defined under such agreement; provided, however, that with regard to
any agreement that conditions "good reason" on occurrence of a change in
control, such definition of "good reason" shall not apply until a change in
control actually takes place and then only with regard to a termination
thereafter.

            2.16
"Incentive Stock Option" shall mean any Stock Option awarded under this
Plan intended to be and designated as an "Incentive Stock Option" within the
meaning of Section 422 of the Code.

            2.17
"Limited Stock Appreciation Right" shall mean an Award of a limited
Tandem Stock Appreciation Right or a Non-Tandem Stock Appreciation Right made
pursuant to Section 8.5 of this Plan. 

            2.18
"Non-Qualified Stock Option" shall mean any Stock Option awarded under
this Plan that is not an Incentive Stock Option. 

            2.19
"Non-Tandem Stock Appreciation Right" shall mean a Stock Appreciation
Right entitling a Participant to receive an amount in cash or Common Stock (as
determined by the Committee in its sole discretion) equal to the excess of: (i)
the Fair Market Value of a share of Common Stock as of the date such right is
exercised, over (ii) the aggregate exercise price of such right.

            2.20
"Parent" shall mean any parent corporation of the Company within the
meaning of Section 424(e) of the Code.

            2.21
"Participant" shall mean the following persons to whom an Award has been
made pursuant to this Plan: Eligible Employees of, and Consultants to, the
Company and its Affiliates and non-employee directors of the Company.

            2.22
"Restricted Stock" shall mean an award of shares of Common Stock under
the Plan that is subject to restrictions under Article VII. 

            2.23
"Restriction Period" shall have the meaning set forth in Subsection
7.3(a) with respect to Restricted Stock for Eligible Employees. 

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            2.24
"Retirement" with respect to a Participant's Termination of Employment or
Termination of Consultancy, shall mean a Termination of Employment or
Termination of Consultancy without Cause from the Company by a Participant who
has attained (i) at least age seventy-five (75). With respect to a Participant's
Termination of Directorship, Retirement shall mean the failure to stand for
reelection or the failure to be reelected after a Participant has attained age
seventy-five (75).

            2.25
"Rule 16b-3" shall mean Rule 16b-3 under Section 16(b) of the Exchange
Act as then in effect or any successor provisions. 

            2.26
"Section 162(m) of the Code" shall mean the exception for
performance-based compensation under Section 162(m) of the Code and any Treasury
regulations thereunder.

            2.27
"Stock Appreciation Right" shall mean the right pursuant to an Award
granted under Article VIII. A Tandem Stock Appreciation Right shall mean the
right to surrender to the Company all (or a portion) of a Stock Option in
exchange for an amount in cash or stock equal to the excess of (i) the Fair
Market Value, on the date such Stock Option (or such portion thereof) is
surrendered, of the Common Stock covered by such Stock Option (or such portion
thereof), over (ii) the aggregate exercise price of such Stock Option (or such
portion thereof). A Non-Tandem Stock Appreciation Right shall mean the right to
receive an amount in cash or stock equal to the excess of (x) the Fair Market
Value of a share of Common Stock on the date such right is exercised, over (y)
the aggregate exercise price of such right, other than on surrender of a Stock
Option. 

            2.28
"Stock Option" or "Option" shall mean any Option to purchase shares of
Common Stock granted to Eligible Employees or Consultants pursuant to Article VI
or non-employee directors.

            2.29
"Subsidiary" shall mean any corporation that is defined as a subsidiary
corporation in Section 424(f) of the Code. 

            2.30
"Ten Percent Stockholder" shall mean a person owning Common Stock of the
Company possessing more than ten percent (10%) of the total combined voting
power of all classes of stock of the Company, its Subsidiaries and/or its
Parents in the manner provided under Section 422 of the Code. 

            2.31
"Termination of Consultancy" shall mean, with respect to an individual,
that the individual is no longer acting as a Consultant to the Company or an
Affiliate. In the event an entity shall cease to be an Affiliate, there shall be
deemed a Termination of Consultancy of any individual who is not otherwise a
Consultant of the Company or another Affiliate at the time the entity ceases to
be an Affiliate. In the event that a Consultant becomes an Eligible Employee
upon the termination of his consultancy, the Committee, in its sole and absolute
discretion, may determine that no Termination of Consultancy shall be deemed to
occur until such time as such Consultant is no longer a Consultant or an
Eligible Employee.

            2.32
"Termination of Directorship" shall mean, with respect to a non-employee
director, that the non-employee director has ceased to be a director of the
Company.

            2.33
"Termination of Employment," except as provided in the next sentence,
shall mean (i) a termination of service (for reasons other than a military or
personal leave of absence granted by the Company) of a Participant from the
Company and its Affiliates; or (ii) when an entity which is employing a
Participant ceases to be an Affiliate, unless the Participant thereupon becomes
employed by the Company or another Affiliate. In the event that an Eligible
Employee becomes a Consultant upon the termination of his employment, the Committee, in its sole and absolute discretion,
may determine that no Termination of Employment shall be deemed to occur until
such time as such Eligible Employee is no longer an Eligible Employee or a
Consultant. The Committee may otherwise define Termination of Employment in the
Option grant or, if no rights of the Participant are reduced, may otherwise
define Termination of Employment thereafter, including, but not limited to,
defining Termination of Employment with regard to entities controlling, under
common control with or controlled by the Company rather than just the Company
and its Affiliates and/or entities that provide substantial services to the
Company or its Affiliates to which the Participant has transferred directly from
the Company or its Affiliates at the request of the Company.

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            2.34
"Transfer" or "Transferred" shall mean anticipate, alienate, attach,
sell, assign, pledge, encumber, charge or otherwise transfer. 

ARTICLE III 
ADMINISTRATION 


3.1 THE COMMITTEE. The Plan shall be administered and
interpreted by the Committee or if no Committee, by the Board of Directors..


3.2 AWARDS. The Committee shall have full authority
to:

(a) to select the Eligible Employees and Consultants to whom
Stock Options, Stock Appreciation Rights, Restricted Stock or Registered Stock
may from time to time be granted hereunder; 

(b) to determine whether and to what extent Stock Options,
Stock Appreciation Rights, Restricted Stock, Registered Stock or any combination
thereof are to be granted hereunder to one or more Eligible Employees or
Consultants;

(c) to determine, in accordance with the terms of this Plan,
the number of shares of Common Stock to be covered by each Award to an Eligible
Employee or Consultant granted hereunder;

(d) to determine the terms and conditions, not inconsistent
with the terms of this Plan, of any Award granted hereunder to an Eligible
Employee or Consultant (including, but not limited to, the exercise or purchase
price (if any), any restriction or limitation, any vesting schedule or
acceleration thereof, or any forfeiture restrictions or waiver thereof,
regarding any Stock Option or other Award, and the shares of Common Stock
relating thereto, based on such factors, if any, as the Committee shall
determine, in its sole discretion); 

(e)        Intentionally
Deleted. 

(f)        Intentionally
Deleted.

(g) to modify, extend or renew a Stock Option, subject to
Article XII hereof, provided, however, that if a Stock Option is modified,
extended or renewed and thereby deemed to be the issuance of a new Stock Option
under the Code or the applicable accounting rules, the exercise price of such
Stock Option may continue to be the original exercise price even if less than
the Fair Market Value of the Common Stock at the time of such modification,
extension or renewal; 

(h) to determine whether a Stock Option is an Incentive Stock
Option or Non-Qualified Stock Option, whether a Stock Appreciation Right is a
Tandem Stock Appreciation Right or Non-Tandem Stock Appreciation Right or
whether an Award is intended to satisfy Section 162(m) of the Code; 

5 




(i) to determine whether to require an Eligible Employee or
Consultant, as a condition of the granting of any Award, to not sell or
otherwise dispose of shares acquired pursuant to the exercise of an Option or as
an Award for a period of time as determined by the Committee, in its sole
discretion, following the date of the acquisition of such Option or Award;
and

(j)        Intentionally
Deleted. 

(k) to grant Awards under the Plan as a conversion from, and
replacement of, comparable stock options, stock appreciation rights or
restricted stock held by employees of another entity who become Eligible
Employees of, or Consultants to, the Company or an Affiliate as the result of a
merger or consolidation of the employing entity with the Company or an
Affiliate, or as the result of the acquisition by the Company of property or
stock of the employing corporation. The Company may direct that replacement
Awards be granted on such terms and conditions as the Committee considers
appropriate in the circumstances, including, without limitation, that
Non-Qualified Stock Options shall be granted in lieu of Incentive Stock Options.


3.3 GUIDELINES. Subject to the terms and conditions of
the Plan, the Committee shall have the authority to adopt, alter and repeal such
administrative rules, guidelines and practices governing this Plan and perform
all acts, including the delegation of its administrative responsibilities, as it
shall, from time to time, deem advisable; to construe and interpret the terms
and provisions of this Plan and any Award issued under this Plan (and any
agreements relating thereto); and to otherwise supervise the administration of
this Plan. The Committee may correct any defect, supply any omission or
reconcile any inconsistency in this Plan or in any agreement relating thereto in
the manner and to the extent it shall deem necessary to carry this Plan into
effect, but only to the extent any such action would be permitted under the
applicable provisions of Rule 16b-3 (if any) and the applicable provisions of
Section 162(m) of the Code (if any). The Committee may adopt special guidelines
and provisions for persons who are residing in, or subject to the taxes of
countries other than the United States to comply with applicable tax and
securities laws. If ,or to the extent applicable, this Plan is intended to
comply with Section 162(m) of the Code and the applicable requirements of Rule
16b-3 and shall be limited, construed and interpreted in a manner so as to
comply therewith. 

3.4 DECISIONS FINAL. Any decision, interpretation or
other action made or taken in good faith by or at the direction of the Company,
the Board, or the Committee (or any of its members) arising out of or in
connection with the Plan shall be within the absolute discretion of all and each
of them, as the case may be, and shall be final, binding and conclusive on the
Company and all employees and Participants and their respective heirs,
executors, administrators, successors and assigns. The Committee shall not be
bound to any standards of uniformity or similarity of action, interpretation or
conduct in the discharge of its duties hereunder, regardless of the apparent
similarity of the matters coming before it.

3.5 RELIANCE ON COUNSEL The Company, the Board or the
Committee may consult with legal counsel, who may be counsel for the Company or
other counsel, with respect to its obligations or duties hereunder, or with
respect to any action or proceeding or any question of law, and shall not be
liable with respect to any action taken or omitted by it in good faith pursuant
to the advice of such counsel.

3.6 PROCEDURES. If the Committee is appointed, the Board
may designate one of the members of the Committee as chairman and the Committee
shall hold meetings, subject to the By-Laws of the Company, at such times and
places as it shall deem advisable. A majority of the Committee members shall
constitute a quorum. All determinations of the Committee shall be made by a
majority of its members. Any decision or determination reduced to writing and
signed by all Committee members in accordance with the By-Laws of the Company
shall be fully effective as if it had been made by a vote at a meeting duly
called and held. The Committee shall keep minutes of its meetings and shall make
such rules and regulations for the conduct of its business as it shall deem
advisable.

6 




3.7 DESIGNATION OF CONSULTANTS--LIABILITY.(a) The
Committee may designate employees of the Company and professional advisors to
assist the Committee in the administration of the Plan and may grant authority
to employees to execute agreements or other documents on behalf of the
Committee. 

(b) The Committee may employ such legal counsel, consultants
and agents as it may deem desirable for the administration of the Plan and may
rely upon any opinion received from any such counsel or consultant and any
computation received from any such consultant or agent. Expenses incurred by the
Committee or Board in the engagement of any such counsel, consultant or agent
shall be paid by the Company. The Committee, its members and any person
designated pursuant to paragraph (a) above shall not be liable for any action or
determination made in good faith with respect to the Plan.

To the maximum extent permitted by applicable law, no officer
of the Company or member or former member of the Committee or of the Board shall
be liable for any action or determination made in good faith with respect to the
Plan or any Award granted under it. To the maximum extent permitted by
applicable law and the Certificate of Incorporation and By-Laws of the Company
and to the extent not covered by insurance, each employee of the Company and
member or former member of the Committee or of the Board shall be indemnified
and held harmless by the Company against any cost or expense (including
reasonable fees of counsel reasonably acceptable to the Company) or liability
(including any sum paid in settlement of a claim with the approval of the
Company), and advanced amounts necessary to pay the foregoing at the earliest
time and to the fullest extent permitted, arising out of any act or omission to
act in connection with the Plan, except to the extent arising out of such
officer's, member's or former member's own fraud or bad faith. Such
indemnification shall be in addition to any rights of indemnification the
employees, officers, directors or members or former officers, directors or
members may have under applicable law or under the Certificate of Incorporation
or By-Laws of the Company or Affiliate. Notwithstanding anything else herein,
this indemnification will not apply to the actions or determinations made by an
individual with regard to Awards granted to him or her under this Plan. 

ARTICLE IV 
SHARE AND OTHER LIMITATIONS



4.1 SHARES.(a) GENERAL LIMITATION. The aggregate number
of shares of Common Stock which may be issued or used for reference purposes
under this Plan or with respect to which other Awards may be granted shall not
exceed 75,000,000 shares (subject to any increase or decrease pursuant to
Section 4.2) which may be either authorized and unissued Common Stock or Common
Stock held in or acquired for the treasury of the Company.

If any Option or Stock Appreciation Right granted under this
Plan expires, terminates or is canceled for any reason without having been
exercised in full or, with respect to Options, the Company repurchases any
Option pursuant to Section 6.3(f), the number of shares of Common Stock
underlying the repurchased Option, and/or the number of shares of Common Stock
underlying any unexercised Stock Appreciation Right or Option shall again be
available for the purposes of Awards under the Plan. If a Tandem Stock
Appreciation Right or a Limited Stock Appreciation Right is granted in tandem
with an Option, such grant shall only apply once against the maximum number of
shares of Common Stock which may be issued under this Plan. In determining the
number of shares of Common Stock available for Awards other than Awards of
Incentive Stock Options, if Common Stock has been delivered or exchanged by a
Participant as full or partial payment to the Company for the exercise price or
for withholding taxes, in connection with the exercise of a Stock Option or the number shares of Common Stock otherwise
deliverable has been reduced for full or partial payment for the exercise price
or for withholding taxes, the number of shares of Common Stock delivered,
exchanged or reduced shall again be available for purposes of Awards under this
Plan.

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In the event Awards are granted to employees or Consultants
pursuant to Section 3.2(l), the aggregate number of shares of Common Stock
available under the Plan for Awards other than Incentive Stock Options shall be
increased by the number of shares of Common Stock which may be issued or used
for reference with respect to those Awards granted pursuant to Section 3.2(l) .
The maximum number of shares of Common Stock which may be issued under this Plan
with respect to Incentive Stock Options shall not be increased (subject to any
increase or decrease pursuant to Section 4.2) . 

4.2 CHANGES.(a) The existence of the Plan and the Awards
granted hereunder shall not affect in any way the right or power of the Board or
the stockholders of the Company to make or authorize any adjustment,
recapitalization, reorganization or other change in the Company's capital
structure or its business, any merger or consolidation of the Company or its
Affiliates, any issue of bonds, debentures, preferred or prior preference stock
ahead of or affecting Common Stock, the dissolution or liquidation of the
Company or its Affiliates, any sale or transfer of all or part of its assets or
business or any other corporate act or proceeding. 

(b) In the event of any such change in the capital structure or
business of the Company by reason of any stock dividend or distribution, stock
split or reverse stock split, recapitalization, reorganization, merger,
consolidation, split-up, combination or exchange of shares, distribution with
respect to its outstanding Common Stock or capital stock other than Common
Stock, sale or transfer of all or part of its assets or business,
reclassification of its capital stock, or any similar change affecting the
Company's capital structure or business and the Committee determines an
adjustment is appropriate under the Plan, then the aggregate number and kind of
shares which thereafter may be issued under this Plan, the number and kind of
shares or other property (including cash) to be issued upon exercise of an
outstanding Option or other Awards granted under this Plan and the purchase
price thereof shall be appropriately adjusted consistent with such change in
such manner as the Committee may deem equitable to prevent substantial dilution
or enlargement of the rights granted to, or available for, Participants under
this Plan or as otherwise necessary to reflect the change, and any such
adjustment determined by the Committee shall be binding and conclusive on the
Company and all Participants and employees and their respective heirs,
executors, administrators, successors and assigns.

(c) Fractional shares of Common Stock resulting from any
adjustment in Options or Awards pursuant to Section 4.2(a) or (b) shall be
aggregated until, and eliminated at, the time of exercise by rounding-down for
fractions less than one-half (1/2) and rounding-up for fractions equal to or
greater than one-half (1/2). No cash settlements shall be made with respect to
fractional shares eliminated by rounding. Notice of any adjustment shall be
given by the Committee to each Participant whose Option or Award has been
adjusted and such adjustment (whether or not such notice is given) shall be
effective and binding for all purposes of the Plan. 

(d) In the event of a merger or consolidation in which the
Company is not the surviving entity or in the event of any transaction that
results in the acquisition of substantially all of the Company's outstanding
Common Stock by a single person or entity or by a group of persons and/or
entities acting in concert, or in the event of the sale or transfer of all of
the Company's assets (all of the foregoing being referred to as "Acquisition
Events"), then the Committee may, in its sole discretion, terminate all
outstanding Options and Stock Appreciation Rights of Eligible Employees and
Consultants, effective as of the date of the Acquisition Event, by delivering
notice of termination to each such Participant at least twenty (20) days prior
to the date of consummation of the Acquisition Event; provided, that during the
period from the date on which such notice of termination is delivered to the
consummation of the Acquisition Event, each such Participant shall have the
right to exercise in full all of his or her Options and Stock Appreciation
Rights that are then outstanding (without regard to any limitations on exercisability otherwise
contained in the Option or Award Agreements) but contingent on occurrence of the
Acquisition Event, and, provided that, if the Acquisition Event does not take
place within a specified period after giving such notice for any reason
whatsoever, the notice and exercise shall be null and void.

8 




(e) If an Acquisition Event occurs, to the extent the Committee
does not terminate the outstanding Options and Stock Appreciation Rights
pursuant to this Section 4.2(d), then the provisions of Section 4.2(b) shall
apply.

4.3 PURCHASE PRICE. Notwithstanding any provision of
this Plan to the contrary, if authorized but previously unissued shares of
Common Stock are issued under this Plan, such shares shall not be issued for a
consideration which is less than as permitted under applicable law.

ARTICLE V 
ELIGIBILITY 


5.1 All employees of and Consultants to the Company and its
Affiliates are eligible to be granted Qualified and Non-Qualified Stock Options,
Stock Appreciation Rights, Restricted Stock and Registered Stock, subject to any
filing requirements, under this Plan. All employees of the Company, its
Subsidiaries and its Parents are eligible to be granted Incentive Stock Options
under the Plan. Eligibility under this Plan shall be determined by the
Committee.

ARTICLE VI 
STOCK OPTION GRANTS 


6.1 OPTIONS. Each Stock Option granted hereunder shall
be one of two types: (i) an Incentive Stock Option intended to satisfy the
requirements of Section 422 of the Code or (ii) a Non-Qualified Stock
Option.

6.2 GRANTS. The Committee shall have the authority to
grant to any Eligible Employee one or more Incentive Stock Options,
Non-Qualified Stock Options, or both types of Stock Options (in each case with
or without Stock Appreciation Rights). The Committee shall have the authority to
grant to any Consultant one or more Non-Qualified Stock Options (with or without
Stock Appreciation Rights). To the extent that any Stock Option does not qualify
as an Incentive Stock Option (whether because of its provisions or the time or
manner of its exercise or otherwise), such Stock Option or the portion thereof
which does not qualify, shall constitute a separate Non-Qualified Stock Option.
Notwithstanding any other provision of this Plan to the contrary or any
provision in an agreement evidencing the grant of a Stock Option to the
contrary, any Stock Option granted to an Eligible Employee of an Affiliate
(other than an Affiliate which is a Parent or a Subsidiary) or to any Consultant
shall be a Non-Qualified Stock Option. 

6.3 TERMS OF OPTIONS. Options granted under this Plan
shall be subject to the following terms and conditions, shall be subject to
Section 3.2 hereof and the other provisions of this Plan, and shall be in such
form and contain such additional terms and conditions, not inconsistent with the
terms of this Plan, as the Committee shall deem desirable:

(a) OPTION PRICE. The option price per share of Common Stock
purchasable under an Incentive Stock Option shall be determined by the Committee
at the time of grant but shall not be less than 100% of the Fair Market Value of
the share of Common Stock at the time of grant. The purchase price of shares of
Common Stock subject to a Non-Qualified Stock Option shall be determined by the
Committee. Notwithstanding the foregoing, if an Option is modified, extended or renewed and,
thereby, deemed to be the issuance of a new Option under the Code, the exercise
price of an Option may continue to be the original exercise price even if less
than the Fair Market Value of the Common Stock at the time of such modification,
extension or renewal 

9 




(b) OPTION TERM. The term of each Stock Option shall be fixed
by the Committee, but no Stock Option shall be exercisable more than ten (10)
years after the date the Option is granted. 

(c) EXERCISABILITY. Stock Options shall be exercisable at such
time or times and subject to such terms and conditions as shall be determined by
the Committee at grant. If the Committee provides, in its discretion, that any
Stock Option is exercisable subject to certain limitations (including, without
limitation, that it is exercisable only in installments or within certain time
periods), the Committee may waive such limitations on the exercisability at any
time at or after grant in whole or in part (including, without limitation, that
the Committee may waive the installment exercise provisions or accelerate the
time at which Options may be exercised), based on such factors, if any, as the
Committee shall determine, in its sole discretion. 

(d) METHOD OF EXERCISE. Subject to whatever installment
exercise and waiting period provisions apply under subsection (c) above, Stock
Options may be exercised in whole or in part at any time during the Option term,
by giving written notice of exercise to the Company specifying the number of
shares of Common Stock to be purchased. At or after grant, payment in full or in
part may be made at the election of the optionee as follows: (i) in cash or by
check, bank draft or money order payable to the order of the Company; (ii) if
the Common Stock is traded on a national securities exchange, the Nasdaq Stock
Market, Inc. or quoted on a national quotation system through a “cashless
exercise” procedure whereby the Participant delivers irrevocable instructions to
a broker to deliver promptly to the Company an amount equal to the purchase
price, (iii) in the form of Common Stock owned by the Participant (and for which
the Participant has good title free and clear of any liens and encumbrances) or
(iv) in the form of Restricted Stock; provided, however, that in each case, such
payment is based on the Fair Market Value of the Common Stock on the payment
date as determined by the Committee (without regard to any forfeiture
restrictions applicable to such Restricted Stock). No shares of Common Stock
shall be issued until payment, as provided herein, therefor has been made or
provided for. If payment in full or in part has been made in the form of
Restricted Stock, an equivalent number of shares of Common Stock issued on
exercise of the Option shall be subject to the same restrictions and conditions,
during the remainder of the Restriction Period, applicable to the Restricted
Stock surrendered therefor.

(e) INCENTIVE STOCK OPTION LIMITATIONS. To the extent that the
aggregate Fair Market Value (determined as of the time of grant) of the Common
Stock with respect to which Incentive Stock Options are exercisable for the
first time by an Eligible Employee during any calendar year under the Plan
and/or any other stock option plan of the Company or any Subsidiary or Parent
exceeds $100,000, such Options shall be treated as Options which are not
Incentive Stock Options. In addition, if an Eligible Employee does not remain
employed by the Company, any Subsidiary or Parent at all times from the time the
Option is granted until three (3) months prior to the date of exercise (or such
other period as required by applicable law), such Option shall be treated as an
Option which is not a Non-Qualified Stock Option. 

Should the foregoing provision not be necessary in order for
the Stock Options to qualify as Incentive Stock Options, or should any
additional provisions be required, the Committee may amend the Plan accordingly,
without the necessity of obtaining the approval of the stockholders of the
Company. 

(f) BUY OUT AND SETTLEMENT PROVISIONS. The Committee may at any
time on behalf of the Company offer to buy out an Option previously granted,
based on such terms and conditions as the Committee shall establish and
communicate to the Participant at the time that such offer is made. 

10 




(g) FORM, MODIFICATION, EXTENSION AND RENEWAL OF OPTIONS.
Subject to the terms and conditions and within the limitations of the Plan, an
Option shall be evidenced by such form of agreement or grant as is approved by
the Committee, and the Committee may modify, extend or renew outstanding Options
granted under the Plan (provided that the rights of a Participant are not
reduced without his consent), or accept the surrender of outstanding Options (up
to the extent not theretofore exercised) and authorize the granting of new
Options in substitution therefor (to the extent not theretofore exercised. 

(h) DEFERRED DELIVERY OF COMMON SHARES. The Committee may in
its discretion permit Participants to defer delivery of Common Stock acquired
pursuant to a Participant's exercise of an Option in accordance with the terms
and conditions established by the Committee. (i) OTHER TERMS AND CONDITIONS.
Options may contain such other provisions, which shall not be inconsistent with
any of the foregoing terms of the Plan, as the Committee shall deem appropriate
including, without limitation, permitting "reloads" such that the same number of
Options are granted as the number of Options exercised, shares used to pay for
the exercise price of Options or shares used to pay withholding taxes
("Reloads"). With respect to Reloads, the exercise price of the new Stock Option
shall be the Fair Market Value on the date of the "reload" and the term of the
Stock Option shall be the same as the remaining term of the Options that are
exercised, if applicable, or such other exercise price and term as determined by
the Committee. 

6.4 TERMINATION OF EMPLOYMENT. The following rules apply
with regard to Options upon the Termination of Employment or

Termination of Consultancy of a Participant:

(a) TERMINATION BY REASON OF DEATH. If a Participant's
Termination of Employment or Termination of Consultancy is by reason of death,
any Stock Option held by such Participant, unless otherwise determined by the
Committee at grant or, if no rights of the Participant's estate are reduced,
thereafter, may be exercised, to the extent exercisable at the Participant's
death, by the legal representative of the estate, at any time within a period of
one (1) year from the date of such death, but in no event beyond the expiration
of the stated term of such Stock Option. 

(b) TERMINATION BY REASON OF DISABILITY. If a Participant's
Termination of Employment or Termination of Consultancy is by reason of
Disability, any Stock Option held by such Participant, unless otherwise
determined by the Committee at grant or, if no rights of the Participant are
reduced, thereafter, may be exercised, to the extent exercisable at the
Participant's termination, by the Participant (or the legal representative of
the Participant's estate if the Participant dies after termination) at any time
within a period of one (1) year from the date of such termination, but in no
event beyond the expiration of the stated term of such Stock Option. 

(c) TERMINATION BY REASON OF RETIREMENT. If a Participant's
Termination of Employment or Termination of Consultancy is by reason of
Retirement, any Stock Option held by such Participant, unless otherwise
determined by the Committee at grant, or, if no rights of the Participant are
reduced, thereafter, shall be fully vested and may thereafter be exercised by
the Participant at any time within a period of one (1) year from the date of
such termination, but in no event beyond the expiration of the stated term of
such Stock Option; provided, however, that, if the Participant dies within such
exercise period, any unexercised Stock Option held by such Participant shall
thereafter be exercisable, to the extent to which it was exercisable at the time
of death, for a period of one (1) year (or such other period as the Committee
may specify at grant or, if no rights of the Participant's estate are reduced, thereafter)
from the date of such death, but in no event beyond the expiration of the stated
term of such Stock Option. 

11 




(d) INVOLUNTARY TERMINATION WITHOUT CAUSE OR TERMINATION FOR
GOOD REASON. If a Participant's Termination of Employment or Termination of
Consultancy is by involuntary termination without Cause or for Good Reason, any
Stock Option held by such Participant, unless otherwise determined by the
Committee at grant or, if no rights of the Participant are reduced, thereafter,
may be exercised, to the extent exercisable at termination, by the Participant
at any time within a period of ninety (90) days from the date of such
termination, but in no event beyond the expiration of the stated term of such
Stock Option. 

(e) TERMINATION WITHOUT GOOD REASON. If a Participant's
Termination of Employment or Termination of Consultancy is voluntary but without
Good Reason and occurs prior to, or more than ninety (90) days after, the
occurrence of an event which would be grounds for Termination of Employment or
Termination of Consultancy by the Company for Cause (without regard to any
notice or cure period requirements), any Stock Option held by such Participant,
unless otherwise determined by the Committee at grant or, if no rights of the
Participant are reduced, thereafter, may be exercised, to the extent exercisable
at termination, by the Participant at any time within a period of thirty (30)
days from the date of such termination, but in no event beyond the expiration of
the stated term of such Stock Option. 

(f) OTHER TERMINATION. Unless otherwise determined by the
Committee at grant or, if no rights of the Participant are reduced, thereafter,
if a Participant's Termination of Employment or Termination of Consultancy is
for any reason other than death, Disability, Retirement, Good Reason,
involuntary termination without Cause or voluntary termination as provided in
subsection (e) above, any Stock Option held by such Participant shall thereupon
terminate and expire as of the date of termination, provided that (unless the
Committee determines a different period upon grant or, if no rights of the
Participant are reduced, thereafter) in the event the termination is for Cause
or is a voluntary termination without Good Reason within ninety (90) days after
occurrence of an event which would be grounds for Termination of Employment or
Termination of Consultancy by the Company for Cause (without regard to any
notice or cure period requirement), any Stock Option held by the Participant at
the time of occurrence of the event which would be grounds for Termination of
Employment or Termination of Consultancy by the Company for Cause shall be
deemed to have terminated and expired upon occurrence of the event which would
be grounds for Termination of Employment or Termination of Consultancy by the
Company for Cause. 

ARTICLE VII 
STOCK AWARDS


7.1 STOCK AWARDS. Shares of Restricted Stock or
Registered Stock may be issued to Eligible Employees or Consultants either alone
or in addition to other Awards granted under the Plan. The Committee shall
determine the eligible persons to whom, and the time or times at which, grants
of Restricted Stock or Registered Stock will be made, the number of shares to be
awarded, the price (if any) to be paid by the recipient (subject to Section
7.2), the time or times within which such Awards may be subject to forfeiture,
the vesting schedule and rights to acceleration thereof, and all other terms and
conditions of the Awards.

7.2 AWARDS AND CERTIFICATES. The prospective Participant
selected to receive a Stock Award shall not have any rights with respect to such
Award, unless and until such Participant has delivered a fully executed copy of
the applicable agreement evidencing the Award (the "Stock Award Agreement") to
the Company and has otherwise complied with the applicable terms and conditions
of such Award. Further, such Award shall be subject to the following
conditions:

12 




(a) PURCHASE PRICE. The purchase price of Restricted
Stock shall be fixed by the Committee. Subject to Section 4.3, the purchase
price for shares of Restricted Stock may be zero to the extent permitted by
applicable law. 

(b) ACCEPTANCE. Stock Awards must be accepted within a
period of sixty (60) days (or such shorter period as the Committee may specify
at grant) after the Award date, by executing a Stock Award Agreement and by
paying whatever price (if any) the Committee has designated thereunder. 

(c) LEGEND. If the Company should issue to a Plan
Participant restricted shares of common stock, the Company may place an
appropriate restrictive legend on the Shares so issued.

(d) CUSTODY. The Committee may require that any stock
certificates evidencing restricted shares be held in custody by the Company
until the restrictions thereon shall have lapsed, and that, as a condition of
any Restricted Stock Award, the Participant shall have delivered a duly signed
stock power, endorsed in blank, relating to the Common Stock covered by such
Award. 

7.3 RESTRICTIONS AND CONDITIONS ON RESTRICTED STOCK
AWARDS. The shares of Restricted Stock awarded pursuant to this Plan shall
be subject to Article X and the following restrictions and conditions: 

(a) RESTRICTION PERIOD; VESTING AND ACCELERATION OF VESTING.
The Participant shall not be permitted to Transfer shares of Restricted Stock
awarded under this Plan during a period set by the Committee (the "Restriction
Period") commencing with the date of such Award, as set forth in the Restricted
Stock Award agreement and such agreement shall set forth a vesting schedule and
any events which would accelerate vesting of the shares of Restricted Stock.
Within these limits, based on service, or other criteria determined by the
Committee, the Committee may provide for the lapse of such restrictions in
installments in whole or in part, or may accelerate the vesting of all or any
part of any Restricted Stock Award.

(b) RIGHTS AS STOCKHOLDER. Except as provided in this
subsection (b) and subsection (a) above and as otherwise determined by the
Committee, the Participant shall have, with respect to the shares of Restricted
Stock, all of the rights of a holder of shares of Common Stock of the Company
including, without limitation, the right to receive any dividends, the right to
vote such shares and, subject to and conditioned upon the full vesting of shares
of Restricted Stock, the right to tender such shares. Notwithstanding the
foregoing, the payment of dividends shall be deferred until, and conditioned
upon, the expiration of the applicable Restriction Period, unless the Committee,
in its sole discretion, specifies otherwise at the time of the Award. 

(c) LAPSE OF RESTRICTIONS. If and when the Restriction Period
expires without a prior forfeiture of the Restricted Stock subject to such
Restriction Period, the certificates for such shares shall be delivered to the
Participant. All legends shall be removed from said certificates at the time of
delivery to the Participant except as otherwise required by applicable law. 

(d) TERMINATION OF EMPLOYMENT OR TERMINATION OF CONSULTANCY FOR
RESTRICTED STOCK. Subject to the applicable provisions of the Restricted Stock
Award agreement and this Plan, upon a Participant's Termination of Employment or
Termination of Consultancy for any reason during the relevant Restriction
Period, all Restricted Stock still subject to restriction will vest or be
forfeited in accordance with the terms and conditions established by the
Committee at grant or thereafter. 

13 




ARTICLE VIII 
STOCK APPRECIATION RIGHTS



8.1 TANDEM STOCK APPRECIATION RIGHTS. Stock Appreciation
Rights may be granted in conjunction with all or part of any Stock Option (a
"Reference Stock Option") granted under this Plan ("Tandem Stock Appreciation
Rights"). In the case of a Non-Qualified Stock Option, such rights may be
granted either at or after the time of the grant of such Reference Stock Option.
In the case of an Incentive Stock Option, such rights may be granted only at the
time of the grant of such Reference Stock Option.

8.2 TERMS AND CONDITIONS OF TANDEM STOCK APPRECIATION
RIGHTS. Tandem Stock Appreciation Rights shall be subject to such terms and
conditions, not inconsistent with the provisions of this Plan, as shall be
determined from time to time by the Committee, including Article X and the
following: (a) TERM. A Tandem Stock Appreciation Right or applicable portion
thereof granted with respect to a Reference Stock Option shall terminate and no
longer be exercisable upon the termination or exercise of the Reference Stock
Option, except that, unless otherwise determined by the Committee, in its sole
discretion, at the time of grant, a Tandem Stock Appreciation Right granted with
respect to less than the full number of shares covered by the Reference Stock
Option shall not be reduced until and then only to the extent the exercise or
termination of the Reference Stock Option causes the number of shares covered by
the Tandem Stock Appreciation Right to exceed the number of shares remaining
available and unexercised under the Reference Stock Option. 

(b) EXERCISABILITY. Tandem Stock Appreciation Rights shall be
exercisable only at such time or times and to the extent that the Reference
Stock Options to which they relate shall be exercisable in accordance with the
provisions of Article VI and this Article VIII.

(c) METHOD OF EXERCISE. A Tandem Stock Appreciation Right may
be exercised by an optionee by surrendering the applicable portion of the
Reference Stock Option. Upon such exercise and surrender, the Participant shall
be entitled to receive an amount determined in the manner prescribed in this
Section 8.2. Stock Options which have been so surrendered, in whole or in part,
shall no longer be exercisable to the extent the related Tandem Stock
Appreciation Rights have been exercised.

(d) PAYMENT. Upon the exercise of a Tandem Stock Appreciation
Right a Participant shall be entitled to receive up to, but no more than, an
amount in cash and/or Common Stock (as chosen by the Committee in its sole
discretion) equal in value to the excess of the Fair Market Value of one share
of Common Stock over the option price per share specified in the Reference Stock
Option multiplied by the number of shares in respect of which the Tandem Stock
Appreciation Right shall have been exercised, with the Committee having the
right to determine the form of payment. 

(e) DEEMED EXERCISE OF REFERENCE STOCK OPTION. Upon the
exercise of a Tandem Stock Appreciation Right, the Reference Stock Option or
part thereof to which such Stock Appreciation Right is related shall be deemed
to have been exercised for the purpose of the limitation set forth in Article IV
of the Plan on the number of shares of Common Stock to be issued under the Plan.


8.3 NON-TANDEM STOCK APPRECIATION RIGHTS. Non-Tandem
Stock Appreciation Rights may also be granted without reference to any Stock
Options granted under this Plan.

8.4 TERMS AND CONDITIONS OF NON-TANDEM STOCK APPRECIATION
RIGHTS. Non-Tandem Stock Appreciation Rights shall be subject to such terms
and conditions, not inconsistent with the provisions of this Plan, as shall be
determined from time to time by the Committee, including Article X and the
following: 

14 




(a) TERM. The term of each Non-Tandem Stock Appreciation Right
shall be fixed by the Committee, but shall not be greater than ten (10) years
after the date the right is granted.

(b) EXERCISABILITY. Non-Tandem Stock Appreciation Rights shall
be exercisable at such time or times and subject to such terms and conditions as
shall be determined by the Committee at grant. If the Committee provides, in its
discretion, that any such right is exercisable subject to certain limitations
(including, without limitation, that it is exercisable only in installments or
within certain time periods), the Committee may waive such limitation on the
exercisability at any time at or after grant in whole or in part (including,
without limitation, that the Committee may waive the installment exercise
provisions or accelerate the time at which rights may be exercised), based on
such factors, if any, as the Committee shall determine, in its sole
discretion.

(c) METHOD OF EXERCISE. Subject to whatever installment
exercise and waiting period provisions apply under subsection (b) above,
Non-Tandem Stock Appreciation Rights may be exercised in whole or in part at any
time during the option term, by giving written notice of exercise to the Company
specifying the number of Non-Tandem Stock Appreciation Rights to be exercised.


(d) PAYMENT. Upon the exercise of a Non-Tandem Stock
Appreciation Right a Participant shall be entitled to receive, for each right
exercised, up to, but no more than, an amount in cash and/or Common Stock (as
chosen by the Committee in its sole discretion) equal in value to the excess of
the Fair Market Value of one share of Common Stock on the date the right is
exercised over the Fair Market Value of one (1) share of Common Stock on the
date the right was awarded to the Participant. 

8.5 LIMITED STOCK APPRECIATION RIGHTS. The Committee
may, in its sole discretion, grant Tandem and Non-Tandem Stock Appreciation
Rights either as a general Stock Appreciation Right or as a Limited Stock
Appreciation Right. Limited Stock Appreciation Rights may be exercised only upon
a Change in Control (to the extent provided in an Award agreement granting such
Limited Stock Appreciation Rights) or the occurrence of such other event as the
Committee may, in its sole discretion, designate at the time of grant or
thereafter. Upon the exercise of Limited Stock Appreciation Rights, except as
otherwise provided in an Award agreement, the Participant shall receive in cash
or Common Stock, as determined by the Committee, an amount equal to the amount
(1) set forth in Section 8.2(d) with respect to Tandem Stock Appreciation Rights
or (2) set forth in Section 8.4(d) with respect to Non-Tandem Stock Appreciation
Rights.

8.6 TERMINATION OF EMPLOYMENT OR TERMINATION OF
CONSULTANCY. The following rules apply with regard to Stock Appreciation
Rights upon the Termination of Employment or Termination of Consultancy of a
Participant:

(a) TERMINATION BY DEATH. If a Participant's Termination of
Employment or Termination of Consultancy is by reason of death, any Stock
Appreciation Right held by such Participant, unless otherwise determined by the
Committee at grant or if no rights of the Participant's estate are reduced,
thereafter, may be exercised, to the extent exercisable at the Participant's
death, by the legal representative of the estate, at any time within a period of
one (1) year from the date of such death or until the expiration of the stated
term of such Stock Appreciation Right, whichever period is the shorter. 

(b) TERMINATION BY REASON OF DISABILITY. If a Participant's
Termination of Employment or Termination of Consultancy is by reason of
Disability, any Stock Appreciation Right held by such participant, unless
otherwise determined by the Committee at grant or, if no rights of the
Participant are reduced, thereafter, may be exercised, to the extent exercisable
at the Participant's termination, by the Participant (or the legal representative of the Participant's estate if the
Participant dies after termination) at any time within a period of one (1) year
from the date of such termination or until the expiration of the stated term of
such Stock Appreciation Right, whichever period is the shorter. 

15 




(c) TERMINATION BY REASON OF RETIREMENT. If a Participant's
Termination of Employment or Termination of Consultancy is by reason of
Retirement, any Stock Appreciation Right held by such Participant, unless
otherwise determined by the Committee at grant or, if no rights of the
Participant are reduced, thereafter, shall be fully vested and may thereafter be
exercised by the Participant at any time within a period of one (1) year from
the date of such termination or until the expiration of the stated term of such
right, whichever period is the shorter; provided, however, that, if the
Participant dies within such one (1) year period, any unexercised Non-Tandem
Stock Appreciation Right held by such Participant shall thereafter be
exercisable, to the extent to which it was exercisable at the time of death, for
a period of one (1) year (or such other period as the Committee may specify at
grant or if no rights of the Participant are reduced, thereafter) from the date
of such death or until the expiration of the stated term of such right,
whichever period is the shorter.

(d) INVOLUNTARY TERMINATION WITHOUT CAUSE OR TERMINATION FOR
GOOD REASON. If a Participant's Termination of Employment or Termination of
Consultancy is by involuntary termination without Cause or for Good Reason, any
Stock Appreciation Right held by such participant, unless otherwise determined
by the Committee at grant or if no rights of the participant are reduced,
thereafter, may be exercised, to the extent exercisable at termination, by the
Participant at any time within a period of ninety (90) days from the date of
such termination or until the expiration of the stated term of such right,
whichever period is shorter. 

(e) TERMINATION WITHOUT GOOD REASON. If a Participant's
Termination of Employment or Termination of Consultancy is voluntary but without
Good Reason and occurs prior to, or more than ninety (90) days after, the
occurrence of an event which would be grounds for Termination of Employment or
Termination of Consultancy by the Company for Cause (without regard to any
notice or cure period requirements), any Stock Appreciation Right held by such
Participant, unless greater or lesser exercise rights are provided by the
Committee at the time of grant or, if no rights of the participant are reduced,
thereafter, may be exercised, to the extent exercisable at termination, by the
Participant at any time within a period of thirty (30) days from the date of
such termination, but in no event beyond the expiration of the stated term of
such Stock Appreciation Right.

(f) OTHER TERMINATION. Unless otherwise determined by the
Committee at grant, or, if no rights of the Participant are reduced thereafter,
if a Participant's Termination of Employment or Termination of Consultancy is
for any reason other than death, Disability, Retirement, Good Reason,
involuntary termination without Cause or voluntary termination as provided in
subsection (e) above, any Stock Appreciation Right held by such Participant
shall thereupon terminate or expire as of the date of termination, provided,
that (unless the Committee determines a different period upon grant, or, if no
rights of the Participant are reduced, thereafter) in the event the termination
is for Cause or is a voluntary termination as provided in subsection (e) above,
within ninety (90) days after occurrence of an event which would be grounds for
Termination of Employment or Termination of Consultancy by the Company for Cause
(without regard to any notice or cure period requirement), any Stock
Appreciation Right held by the Participant at the time of the occurrence of the
event which would be grounds for Termination of Employment or Termination of
Consultancy by the Company for Cause shall be deemed to have terminated and
expired upon occurrence of the event which would be grounds for Termination of
Employment or Termination of Consultancy by the Company for Cause. 

16 




ARTICLE IX 
INTENTIONALLY DELETED. 


ARTICLE X 
NON-TRANSFERABILITY 


Except as provided in the last sentence of this Article X, no
Stock Option or Stock Appreciation Right granted to an Employee or Consultant
shall be Transferable by the Participant otherwise than by will or by the laws
of descent and distribution. All Stock Options and all Stock Appreciation Rights
granted to an Employee or Consultant shall be exercisable, during the
Participant's lifetime, only by the Participant. Tandem Stock Appreciation
Rights shall be Transferable, to the extent permitted above, only with the
underlying Stock Option. Shares of Restricted Stock under Article VII may not be
Transferred prior to the date on which shares are issued, or, if later, the date
on which any applicable restriction lapses. No Award shall, except as otherwise
specifically provided by law or herein, be Transferable in any manner, and any
attempt to Transfer any such Award shall be void, and no such Award shall in any
manner be liable for or subject to the debts, contracts, liabilities,
engagements or torts of any person who shall be entitled to such Award, nor
shall it be subject to attachment or legal process for or against such person.
All Stock Options granted to non-employee directors shall be Transferable solely
to such non-employee director's principal employer (other than the Company or an
Affiliate) at the time of grant if the terms of such non-employee director's
employment so require. Notwithstanding the foregoing, the Committee may
determine at the time of grant or thereafter, that a Non-Qualified Stock Option
that is otherwise not transferable pursuant to this Article X is transferable in
whole or part and in such circumstances, and under such conditions, as specified
by the Committee.

ARTICLE XI 
CHANGE IN CONTROL PROVISIONS



11.1 BENEFITS. In the event of a Change in Control of
the Company (as defined below), except as otherwise provided by the Committee
upon the grant of an Award, each Participant shall have the following benefits:
(a) Unless otherwise provided in the applicable award agreement, all outstanding
Options and the related Tandem Stock Appreciation Rights and Non-Tandem Stock
Appreciation Rights of such Participant granted prior to the Change in Control
shall be fully vested and immediately exercisable in their entirety. The
Committee, in its sole discretion, may provide for the purchase of any such
Stock Options by the Company for an amount of cash equal to the excess of the
Change in Control Price (as defined below) of the shares of Common Stock covered
by such Stock Options, over the aggregate exercise price of such Stock Options.
For purposes of this Section 11.1, "Change in Control Price" shall mean the
higher of (i) the highest price per share of Common Stock paid in any
transaction related to a Change in Control of the Company, or (ii) the highest
Fair Market Value per share of Common Stock at any time during the sixty (60)
day period preceding a Change in Control.

(b) Unless otherwise provided in the applicable award
agreement, the restrictions to which any shares of Restricted Stock of such
Participant granted prior to the Change in Control are subject shall lapse as if
the applicable Restriction Period had ended upon such Change in Control.

(c) Notwithstanding anything else herein, the Committee may, in
its sole discretion, provide for accelerated vesting of an Award upon a
Termination of Employment during the Pre-Change in Control Period. Unless
otherwise determined by the Committee, the "Pre-Change in Control Period" shall
mean the one hundred eighty (180) day period prior to a Change in Control. 

17 




11.2 CHANGE IN CONTROL. A "Change in Control" shall be
deemed to have occurred: 

(a) upon any "person" as such term is used in Sections 13(d)
and 14(d) of the Exchange Act (other than the Company, any trustee or other
fiduciary holding securities under any employee benefit plan of the Company, or
any company owned, directly or indirectly, by the stockholders of the Company in
substantially the same proportions as their ownership of Common Stock of the
Company, becoming the owner (as defined in Rule 13d-3 under the Exchange Act),
directly or indirectly, of securities of the Company representing forty percent
(40%) or more of the combined voting power of the Company's then outstanding
securities (including, without limitation, securities owned at the time of any
increase in ownership);

(b) during any period of two consecutive years, individuals who
at the beginning of such period constitute the Board of Directors, and any new
director (other than a director designated by a person who has entered into an
agreement with the Company to effect a transaction described in paragraph (a),
(c), or (d) of this section) or a director whose initial assumption of office
occurs as a result of either an actual or threatened election contest (as such
terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange
Act) or other actual or threatened solicitation of proxies or consents by or on
behalf of a person other than the Board of Directors of the Company whose
election by the Board of Directors or nomination for election by the Company's
stockholders was approved by a vote of at least two-thirds of the directors then
still in office who either were directors at the beginning of the two-year
period or whose election or nomination for election was previously so approved,
cease for any reason to constitute at least a majority of the Board of
Directors;

(c) upon the merger or consolidation of the Company with any
other corporation, other than a merger or consolidation which would result in
the voting securities of the Company outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by being converted
into voting securities of the surviving entity) more than fifty percent (50%) of
the combined voting power of the voting securities of the Company or such
surviving entity outstanding immediately after such merger or consolidation;
provided, however, that a merger or consolidation effected to implement a
recapitalization of the Company (or similar transaction) in which no person
(other than those covered by the exceptions in (a) above) acquires more than
forty percent (40%) of the combined voting power of the Company's then
outstanding securities shall not constitute a Change in Control of the Company;
or 

(d) upon the stockholder's of the Company approval of a plan of
complete liquidation of the Company or an agreement for the sale or disposition
by the Company of all or substantially all of the Company's assets other than
the sale of all or substantially all of the assets of the Company to a person or
persons who beneficially own, directly or indirectly, at least fifty percent
(50%) or more of the combined voting power of the outstanding voting securities
of the Company at the time of the sale. 

ARTICLE XII 
TERMINATION OR AMENDMENT OF THE
PLAN 


12.1 TERMINATION OR AMENDMENT. Notwithstanding any other
provision of this Plan, the Board may at any time, and from time to time, amend,
in whole or in part, any or all of the provisions of the Plan, or suspend or
terminate it entirely, retroactively or otherwise; provided, however, that,
unless otherwise required by law or specifically provided herein, the rights of
a Participant with respect to Awards granted prior to such amendment, suspension
or termination, may not be impaired without the consent of such Participant and,
provided further, without the approval of the stockholders of the Company, if
and to the extent required by the applicable provisions of Rule 16b-3 or, if and
to the extent required, under the applicable provisions of Section 162(m) of the
Code, or with regard to Incentive Stock Options, Section 422 of the Code, no
amendment may be made which would (i) except as permitted in Section 4.1(a),
increase the aggregate number of shares of Common Stock that may be issued under this
Plan; (ii) increase the maximum individual Participant limitations for a fiscal
year under Section 4.1(b); (iii) change the classification of employees,
Consultants, and non-employee directors eligible to receive Awards under this
Plan; (iv) decrease the minimum option price of any Stock Option; (v) extend the
maximum option period under Section 6.3; (vi) change any rights under the Plan
with regard to non-employee directors; or (vii) require stockholder approval in
order for the Plan to continue to comply with the applicable provisions, if any,
of Rule 16b-3, Section 162(m) of the Code, any applicable state law, or, with
regard to Incentive Stock Options, Section 422 of the Code. The Committee may
amend the terms of any Award theretofore granted, prospectively or
retroactively, but, subject to Article IV above or as otherwise specifically
provided herein, no such amendment or other action by the Committee shall impair
the rights of any holder without the holder's consent. 

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ARTICLE XIII 
UNFUNDED PLAN 


This Plan is intended to constitute an "unfunded" plan for
incentive compensation. With respect to any payments as to which a Participant
has a fixed and vested interest but which are not yet made to a Participant by
the Company, nothing contained herein shall give any such Participant any rights
that are greater than those of a general creditor of the Company. 

ARTICLE XIV 
GENERAL PROVISIONS 


14.1 LEGEND. The Committee may require each person
receiving shares pursuant to an Award under the Plan to represent to and agree
with the Company in writing that the Participant is acquiring the shares without
a view to distribution thereof. In addition to any legend required by this Plan,
the certificates for such shares may include any legend which the Committee
deems appropriate to reflect any restrictions on Transfer. All certificates for
shares of Common Stock delivered under the Plan shall be subject to such stock
transfer orders and other restrictions as the Committee may deem advisable under
the rules, regulations and other requirements of the Securities and Exchange
Commission, any stock exchange upon which the Common Stock is then listed or any
national securities association system upon whose system the Common Stock is
then quoted, any applicable federal or state securities law, and any applicable
corporate law, and the Committee may cause a legend or legends to be put on any
such certificates to make appropriate reference to such restrictions. 

14.2 OTHER PLANS. Nothing contained in this Plan shall
prevent the Board from adopting other or additional compensation arrangements,
subject to stockholder approval if such approval is required; and such
arrangements may be either generally applicable or applicable only in specific
cases.

14.3 NO RIGHT TO EMPLOYMENT/DIRECTORSHIP. Neither this
Plan nor the grant of any Award hereunder shall give any Participant or other
employee any right with respect to continuance of employment by the Company or
any Affiliate, nor shall there be a limitation in any way on the right of the
Company or any Affiliate by which an employee is employed to terminate his
employment at any time. Neither this Plan nor the grant of any Award hereunder
shall impose any obligations on the Company to retain any Participant as a
director nor shall it impose on the part of any Participant any obligation to
remain as a director of the Company.

14.4 WITHHOLDING OF TAXES. The Company shall have the
right to deduct from any payment to be made to a Participant, or to otherwise
require, prior to the issuance or delivery of any shares of Common Stock or the payment of any cash hereunder, payment by the
Participant of, any Federal, state or local taxes required by law to be
withheld. Upon the vesting of Restricted Stock, or upon making an election under
Code Section 83(b), a Participant shall pay all required withholding to the
Company. The Committee may permit any such withholding obligation with regard to
any Participant to be satisfied by reducing the number of shares of Common Stock
otherwise deliverable or by delivering shares of Common Stock already owned. Any
fraction of a share of Common Stock required to satisfy such tax obligations
shall be disregarded and the amount due shall be paid instead in cash by the
Participant.

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14.5 LISTING AND OTHER CONDITIONS. 

           
(a) Intentionally Deleted. 

           
(b) If at any time counsel to the Company shall be of the opinion that any sale
or delivery of shares of Common Stock pursuant to an Award is or may in the
circumstances be unlawful or result in the imposition of excise taxes on the
Company under the statutes, rules or regulations of any applicable jurisdiction,
the Company shall have no obligation to make such sale or delivery, or to make
any application or to effect or to maintain any qualification or registration
under the Securities Act of 1933, as amended, or otherwise with respect to
shares of Common Stock or Awards, and the right to exercise any Option shall be
suspended until, in the opinion of said counsel, such sale or delivery shall be
lawful or will not result in the imposition of excise taxes on the Company. 

14.6 GOVERNING LAW. This Plan shall be governed and
construed in accordance with the laws of the state of incorporation of the
Company (regardless of the law that might otherwise govern under applicable
principles of conflict of laws).

14.7 CONSTRUCTION. Wherever any words are used in this
Plan in the masculine gender they shall be construed as though they were also
used in the feminine gender in all cases where they would so apply, and wherever
any words are used herein in the singular form they shall be construed as though
they were also used in the plural form in all cases where they would so apply.
To the extent applicable, the Plan shall be limited, construed and interpreted
in a manner so as to comply with the applicable requirements of Rule 16b-3 and
Section 162(m) of the Code; however, noncompliance with Rule 16b-3 or Section
162(m) of the Code shall have no impact on the effectiveness of a Stock Option
granted under the Plan.

14.8 OTHER BENEFITS. No Award payment under this Plan
shall be deemed compensation for purposes of computing benefits under any
retirement plan of the Company or its subsidiaries nor affect any benefits under
any other benefit plan now or subsequently in effect under which the
availability or amount of benefits is related to the level of compensation.

14.9 COSTS. The Company shall bear all expenses included
in administering this Plan, including expenses of issuing Common Stock pursuant
to any Awards hereunder. 

14.10 NO RIGHT TO SAME BENEFITS. The provisions of
Awards need not be the same with respect to each Participant, and such Awards to
individual Participants need not be the same in subsequent years.

14.11 DEATH/DISABILITY. The Committee may in its
discretion require the transferee of a Participant to supply it with written
notice of the Participant's death or Disability and to supply it with a copy of
the will (in the case of the Participant's death) or such other evidence as the
Committee deems necessary to establish the validity of the transfer of an Award. The Committee may also
require the agreement of the transferee to be bound by all of the terms and
conditions of the Plan.

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            14.12
SECTION 16(b) OF THE EXCHANGE ACT. All elections and transactions under
the Plan by persons subject to Section 16 of the Exchange Act involving shares
of Common Stock are intended to comply with any applicable condition under Rule
16b-3. The Committee may establish and adopt written administrative guidelines,
designed to facilitate compliance with Section 16(b) of the Exchange Act, as it
may deem necessary or proper for the administration and operation of the Plan
and the transaction of business thereunder.

            14.13
SEVERABILITY OF PROVISIONS. If any provision of the Plan shall be held
invalid or unenforceable, such invalidity or unenforceability shall not affect
any other provisions hereof, and the Plan shall be construed and enforced as if
such provisions had not been included.

      
     14.14 HEADINGS AND CAPTIONS. The headings
and captions herein are provided for reference and convenience only, shall not
be considered part of the Plan, and shall not be employed in the construction of
the Plan. 

ARTICLE XV 
TERM OF PLAN 


No Award shall be granted pursuant to the Plan on or after the
tenth anniversary of the earlier of the date the Plan is adopted or the date of
stockholder approval, but Awards granted prior to such tenth anniversary may
extend beyond that date.

This Plan was duly approved by the Company’s Board of Directors
and is effective as of May 17, 2017

/s/ Marc Hazout                                      


Marc Hazout,
President and CEO 

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