Exhibit  10.1                                    


     

    PORTA SYSTEMS
CORP.

     

    2009
Long-Term Incentive Plan

     

    
      	
              1.

            	
              Purpose;
      Definitions.

            


    

     

    The purpose of the Porta Systems Corp.
2009 Long-Term Incentive Plan (the “Plan”) is to enable Porta Systems Corp. (the
“Company”) to attract, retain and reward key employees of the Company and its
Subsidiaries and Affiliates, and others who provide services to the Company and
its Subsidiaries and Affiliates, and strengthen the mutuality of interests
between such key employees and such other persons and the Company’s
stockholders, by offering such key employees and such other persons incentives
and/or other equity interests or equity-based incentives in the Company, as well
as performance-based incentives payable in cash.

     

    For purposes of the Plan, the following
terms shall be defined as set forth below:

     

    (a)           “Affiliate”
means any corporation, partnership, limited liability company, joint venture or
other entity, other than the Company and its Subsidiaries, that is designated by
the Board as a participating employer under the Plan, provided that the Company
directly or indirectly owns at least 20% of the combined voting power of all
classes of stock of such entity or at least 20% of the ownership interests in
such entity.

     

    (b)           “Board”
means the Board of Directors of the Company.

     

    (c)           “Book
Value” means, as of any given date, on a per share basis (i) the stockholders’
equity in the Company as of the last day of the immediately preceding fiscal
year as reflected in the Company’s consolidated balance sheet, subject to such
adjustments as the Committee shall specify at or after grant, divided by (ii)
the number of then outstanding shares of Stock as of such year-end date, as
adjusted by the Committee for subsequent events.

     

    (d)           “Cause”
means a felony conviction of a participant, or the failure of a participant to
contest prosecution for a felony, or a participant’s willful misconduct or
dishonesty, or breach of trust or other action by which the participant obtains
personal gain at the expense of or to the detriment of the Company or conduct
which results in civil or criminal liability or penalties, including penalties
pursuant to a consent decree, order or agreement, on the part of the Company;
provided, however, that if the participant has an Employment Agreement with the
Company, a Subsidiary or Affiliate which includes a definition of “cause,” then
“cause” shall have the meaning as defined in such Employment
Agreement.

     

    (e)           “Code”
means the Internal Revenue Code of 1986, as amended from time to time, and any
successor thereto.

     

    (f)           “Commission”
means the Securities and Exchange Commission or any successor
thereto.

     

    (g)           “Committee”
means the Committee referred to in Section 2 of the Plan.  If at any
time no Committee shall be in office, then the functions of the Committee
specified in the Plan shall be exercised by the Board.

     

    (h)           “Company”
means Porta Systems Corp., a Delaware corporation, or any successor
corporation.

     

    (i)           “Deferred
Stock” means an award made pursuant to Section 8 of the Plan of the right to
receive Stock at the end of a specified deferral period.

     

    (j)           “Disability”
means disability as determined under procedures established by the Committee for
purposes of the Plan; provided that if the participant has an Employment
Agreement with the Company, a Subsidiary or Affiliate which includes a
definition of “disability,” then “disability” shall have the meaning as defined
in such Employment Agreement.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    (k)           “Early
Retirement” means retirement, with the express consent for purposes of the Plan
of the Company at or before the time of such retirement, from active employment
with the Company and any Subsidiary or Affiliate pursuant to the early
retirement provisions of the applicable pension plan of such
entity.

     

    (l)           “Employment
Agreement” shall mean an employment or consulting agreement or other agreement
pursuant to which the participant performs services for the Company or a
Subsidiary or Affiliate.

     

    (m)           “Exchange
Act” means the Securities Exchange Act of 1934, as amended, from time to time,
and any successor thereto.

     

    (n)           “Fair
Market Value” means, as of any given date, the market price of the Stock as
determined by or in accordance with the policies established by the Committee in
good faith; provided, that, in the case of an Incentive Stock Option, the Fair
Market Value shall be determined in accordance with the Code and the Treasury
regulations under the Code.

     

    (o)           “Incentive
Stock Option” means any Stock Option intended to be and designated as an
“Incentive Stock Option” within the meaning of Section 422 of the
Code.

     

    (p)           “Independent
Director” shall mean a director who is both (i) a “non-employee director” as set
forth in Rule 16b-3 of the Commission pursuant to the Exchange Act or any
successor definition adopted by the Commission as long as said rule (or
successor rule) shall have such a definition, and (ii) an independent director
as determined by the rules or regulations of the principal stock exchange or
market on which the Stock is traded or, if the Stock is not listed or traded on
such exchange, as defined under the rules of the Nasdaq Stock
Market.  Any director who is an Affiliate of the beneficial owner of
more than 40% of the outstanding Stock shall not be deemed to be an Independent
Director.

     

    (q)           “Non-Qualified
Stock Option” means any Stock Option that is not an Incentive Stock
Option.

     

    (r)           “Normal
Retirement” means retirement from active employment with the Company and any
Subsidiary or Affiliate on or after age 65 or such other age as is designated by
the Company, Subsidiary or Affiliate as the normal retirement age.

     

    (s)           “Other
Stock-Based Award” means an award under Section 10 of the Plan that is valued in
whole or in part by reference to, or is otherwise based on, Stock.

     

    (t)           “Plan”
means this Porta Systems Corp. 2009 Long-Term Incentive Plan, as hereinafter
amended from time to time.

     

    (u)           “Restricted
Stock” means an award of shares of Stock that is subject to restrictions under
Section 7 of the Plan.

     

    (v)           “Retirement”
means Normal Retirement or Early Retirement.

     

    (w)           “Stock”
means the common stock, par value $.01 per share, of the Company or any class of
common stock into which such common stock may hereafter be converted or for
which such common stock may be exchanged pursuant to the Company’s certificate
of incorporation or as part of a recapitalization, reorganization or similar
transaction.

     

    (x)           “Stock
Appreciation Right” means the right pursuant to an award granted under Section 6
of the Plan to surrender to the Company all (or a portion) of a Stock Option in
exchange for an amount equal to the difference between (i) the Fair Market
Value, as of the date such award or Stock Option (or such portion thereof) is
surrendered, of the shares of Stock covered by such Stock Option (or such
portion thereof), subject, where applicable, to the pricing provisions in
Section 6(b)(ii) of the Plan and (ii) the aggregate exercise price of such Stock
Option or base price with respect to such award (or the portion thereof which is
surrendered).

     

    (y)           “Stock
Option” or “Option” means any option to purchase shares of Stock (including
Restricted Stock and Deferred Stock, if the Committee so determines) granted
pursuant to Section 5 of the Plan.

     

    (z)           “Stock
Purchase Right” means the right to purchase Stock pursuant to Section 9 of the
Plan.


    
      
         


      

      
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    (aa)           “Subsidiary”
means any corporation or other business association, including a partnership
(other than the Company) in an unbroken chain of corporations or other business
associations beginning with the Company if each of the corporations or other
business associations (other than the last corporation in the unbroken chain)
owns equity interests (including stock or partnership interests) possessing 50%
or more of the total combined voting power of all classes of equity in one of
the other corporations or other business associations in the
chain.  The Board may elect to treat as a Subsidiary an entity in
which the Company possesses less than 50% of the total combined voting power of
all classes of equity if, under generally accepted accounting principles, the
Company may include the financial statements of such entity as part of the
Company’s consolidated financial statements (other than as a minority interest
or other single line item).

     

    In addition, the terms “Change in
Control,” “Potential Change in Control” and “Change in Control Price” shall have
meanings set forth, respectively, in Sections 11(b), (c) and (d) of the
Plan.

    


    
      	
              2. 

            	
              Administration.

            


    

     

    (a)           The
Plan shall be administered by a Committee of not less than two directors all of
whom shall be Independent Directors, who shall be appointed by the Board and who
shall serve at the pleasure of the Board.  If and to the extent that
no Committee exists which has the authority to administer the Plan, the
functions of the Committee specified in the Plan shall be exercised by the
Board.

     

    (b)           The
Committee shall have full authority to grant, pursuant to the terms of the Plan,
to officers and other persons eligible under Section 4 of the Plan, provided
that Independent Directors shall not be eligible for options or other benefits
pursuant to the Plan other than as provided in Sections 4(b) and 4(c) of the
Plan:  Stock Options, Stock Appreciation Rights, Restricted Stock,
Deferred Stock, Stock Purchase Rights and/or Other Stock-Based
Awards.  In particular, the Committee shall have the
authority:

     

    (i)  to
select the officers and other eligible persons to whom Stock Options, Stock
Appreciation Rights, Restricted Stock, Deferred Stock, Stock Purchase Rights
and/or Other Stock-Based Awards may from time to time be granted pursuant to the
Plan;

     

    (ii)  to
determine whether and to what extent Incentive Stock Options, Non-Qualified
Stock Options, Stock Appreciation Rights, Restricted Stock, Deferred Stock,
Stock Purchase Rights and/or Other Stock-Based Awards, or any combination
thereof, are to be granted pursuant to the Plan, to one or more eligible
persons;

     

    (iii)  to
determine the number of shares to be covered by each such award granted pursuant
to the Plan;

     

    (iv)  to
determine the terms and conditions, not inconsistent with the terms of the Plan,
of any award granted under the Plan, including, but not limited to, the share
price or exercise price and any restriction or limitation, or any vesting,
acceleration or waiver of forfeiture restrictions regarding any Stock Option or
other award and/or the shares of Stock relating thereto, based in each case on
such factors as the Committee shall, in its sole discretion,
determine;

     

    (v)  to
determine whether, to what extent and under what circumstances a Stock Option
may be settled in cash, Restricted Stock and/or Deferred Stock under Section
5(b)(x) or (xi) of the Plan, as applicable, instead of Stock;

     

    (vi)  to
determine whether, to what extent and under what circumstances Option grants
and/or other awards under the Plan and/or other cash awards made by the Company
are to be made, and operate, on a tandem basis with other awards under the Plan
and/or cash awards made outside of the Plan in a manner whereby the exercise of
one award precludes, in whole or in part, the exercise of another award, or on
an additive basis;

     

    (vii)  to
determine whether, to what extent and under what circumstances Stock and other
amounts payable with respect to an award under this Plan shall be deferred
either automatically or at the election of the participant, including any
provision for any determination or method of determination of the amount (if
any) deemed  be earned on any deferred amount during any deferral
period;

     

    (viii)  to
determine the terms and restrictions applicable to Stock Purchase Rights and the
Stock purchased by exercising such Rights; and


    
      
         


      

      
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    (ix)  to
determine an aggregate number of awards and the type of awards to be granted to
eligible persons employed or engaged by the Company and/or any specific
Subsidiary, Affiliate or division and grant to management the authority to grant
such awards, provided that no awards to any person subject to the reporting and
short-swing profit provisions of Section 16 of the Exchange Act may be granted
awards except by the Committee.

     

    (c)           In
the event that any officers or other participants have Employment Agreements
with the Company which provide for the grant of options to such participants,
unless the Committee or the Board otherwise determines, the options shall be
treated for all purposes as if they were granted pursuant to this Plan as long
as there is a sufficient number of shares available for grant pursuant to this
Plan.

     

    (d)           The
Committee shall have the authority to adopt, alter and repeal such rules,
guidelines and practices governing the Plan as it shall, from time to time, deem
advisable; to interpret the terms and provisions of the Plan and any award
issued under the Plan and any agreements relating thereto, and otherwise to
supervise the administration of the Plan.

     

    (e)           All
decisions made by the Committee pursuant to the provisions of the Plan shall be
made in the Committee’s sole discretion and shall be final and binding on all
persons, including the Company and Plan participants.

     

    
      	
              3. 

            	
              Stock
      Subject to Plan.

            


    

     

    (a)           The
total number of shares of Stock reserved and available for distribution under
the Plan shall be one million (1,000,000) shares of Stock.  In the
event that awards are granted in tandem such that the exercise of one award
precludes the exercise of another award then, for the purpose of determining the
number of shares of Stock as to which awards shall have been granted, the
maximum number of shares of Stock issuable pursuant to such tandem awards shall
be used.

     

    (b)           Subject
to Section 6(b)(v) of the Plan, if any shares of Stock that have been optioned
cease to be subject to a Stock Option, or if any such shares of Stock that are
subject to any Restricted Stock or Deferred Stock award, Stock Purchase Right or
Other Stock-Based Award granted under the Plan are forfeited or any such award
otherwise terminates without a payment being made to the participant in the form
of Stock, such shares shall again be available for distribution in connection
with future awards under the Plan.

     

    (c)           In
the event of any merger, reorganization, consolidation, recapitalization, stock
dividend, stock split, stock distribution, reverse split, combination of shares
or other change in corporate structure affecting the Stock, such substitution or
adjustment shall be made in the aggregate number of shares reserved for issuance
under the Plan, in the base number of shares, in the number and option price of
shares subject to outstanding Options granted under the Plan, in the number and
purchase price of shares subject to outstanding Stock Purchase Rights under the
Plan, and in the number of shares subject to other outstanding awards granted
under the Plan as may be determined to be appropriate by the Committee, in its
sole discretion, provided that the number of shares subject to any award shall
always be a whole number, and provided that the treatment of such options and
rights shall be consistent with the nature of the event.  Such
adjusted option price shall also be used to determine the amount payable by the
Company upon the exercise of any Stock Appreciation Right associated with any
Stock Option.

     

    
      	
              4. 

            	
              Eligibility.

            


    

     

    (a)           Officers
and other key employees and directors of, and consultants and independent
contractors to, the Company and its Subsidiaries and Affiliates (but excluding,
except as to Sections 4(b) and 4(c) of the Plan, Independent Directors) who are
responsible for or contribute to the management, growth and/or profitability of
the business of the Company and/or its Subsidiaries and Affiliates are eligible
to be granted awards under the Plan.


    
      
         


      

      
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    (b)           On
(i) the date this Plan is first approved by the board of directors, and (ii) the
first trading day in of the May of each year, commencing in 2010 (provided,
however, that if the Corporation changes its fiscal year from the calendar year,
the date shall be the first trading day of the fifth month following the
completion of the fiscal year, commencing with the first such fiscal year that
ends after December 31, 2009), each person who is a Independent Director on such
date shall automatically be granted a Non-Qualified Stock Option to purchase
five thousand (5,000) shares of Stock (or such lesser number of shares of Stock
as remain available for grant at such date under the Plan, divided by the number
of Independent Directors at such date).  Such Stock Options shall be
exercisable at a price per share equal to the greater of (i) the average of the
closing price of the Common Stock (or, if the closing price is not reported on
any such day, the average of the high bid and low asked prices on such date) for
the last ten (10) trading days in April of such year or (ii) the par value of
one share of stock,.  The Non-Qualified Stock Options granted pursuant
to this Section 4(b) and pursuant to Section 4(c) of the Plan shall become
exercisable six months from the date of grant, and shall expire on the earlier
of (i) ten years from the date of grant, or (ii) twelve (12) months from the
date such Independent Director ceases to be a director if such Independent
Director ceases to be a director other than as a result of his death or
Disability.  The provisions of this Section 4(b) and said Section
4(c)  may not be amended more than one (1) time in any six (6) month
period other than to comply with changes in the Code or the Employee Retirement
Income Security Act (“ERISA”) or the rules thereunder.

     

    (c)           At
the time an Independent Director is first elected to the Board, such person
shall automatically be granted a Non-Qualified Stock Option to purchase ten
thousand (10,000) shares of Stock (or such lesser number of shares of Stock as
remain available for grant at such date under the Plan, divided by the number of
Independent Directors who are elected as directors at such date). Such Stock
Options shall be exercisable at a price per share equal to the average of the
closing price of Common Stock for the preceding last ten (10) trading days (if
the closing price is not reported on any such day, the average of the high bid
and low asked prices on any such date).

     

    
      	
              5. 

            	
              Stock
      Options.

            


    

     

    (a)           Administration.  Stock
Options may be granted alone, in addition to or in tandem with other awards
granted under the Plan and/or cash awards made outside of the
Plan.  Any Stock Option granted under the Plan shall be in such form
as the Committee may from time to time approve.  Stock Options granted
under the Plan may be of two types:  (i) Incentive Stock Options and
(ii) Non-Qualified Stock Options.  The Committee shall have the
authority to grant to any optionee Incentive Stock Options, Non-Qualified Stock
Options, or both types of Stock Options (in each case with or without Stock
Appreciation Rights).

     

    (b)           Option
Grants.  Options granted under the Plan shall be subject to the
following terms and conditions and shall contain such additional terms and
conditions, not inconsistent with the terms of the Plan, as the Committee, in
its sole discretion, shall deem desirable:

     

    (i)  Option
Price.  The option price per share of Stock purchasable under a
Stock Option shall be determined by the Committee at the time of
grant.

     

    (ii)  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.

     

    (iii)  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 or after
grant.  If the Committee provides, in its sole discretion, that any
Stock Option is exercisable only in installments, the Committee may waive such
installment exercise provisions at any time at or after grant in whole or in
part, based on such factors as the Committee shall, in its sole discretion,
determine.

     

    (iv)  Method of
Exercise.

     

    (A)           Subject
to whatever installment exercise provisions apply under Section 5(b)(iii) of the
Plan, Stock Options may be exercised in whole or in part at any time during the
option period, by giving written notice of exercise to the Company specifying
the number of shares to be purchased.  Such notice shall be
accompanied by payment in full of the purchase price, either by check, note or
such other instrument, securities or property as the Committee may
accept.  As and to the extent determined by the Committee, in its sole
discretion, at or after grant, payments in full or in part may also be made in
the form of Stock already owned by the optionee or, in the case of the exercise
of a Non-Qualified Stock Option, Restricted Stock or Deferred Stock subject to
an award hereunder (based, in each case, on the Fair Market Value of the Stock
on the date the option is exercised, as determined by the
Committee).


    
      
         


      

      
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    (B)           If
payment of the option exercise price of a Non-Qualified Stock Option is made in
whole or in part in the form of Restricted Stock or Deferred Stock, the Stock
issuable upon such exercise (and any replacement shares relating thereto) shall
remain (or be) restricted or deferred, as the case may be, in accordance with
the original terms of the Restricted Stock award or Deferred Stock award in
question, and any additional Stock received upon the exercise shall be subject
to the same forfeiture restrictions or deferral limitations, unless otherwise
determined by the Committee, in its sole discretion, at or after
grant.

     

    (C)           No
shares of Stock shall be issued until full payment therefor has been received by
the Company.  In the event of any exercise by note or other
instrument, the shares of Stock shall not be issued until such note or other
instrument shall have been paid in full, and the exercising optionee shall have
no rights as a stockholder until such payment is made.

     

    (D)           Subject
to Section 5(b)(iv)(C) of the Plan, an optionee shall generally have the rights
to dividends or other rights of a stockholder with respect to shares subject to
the Option when the optionee has given written notice of exercise, has paid in
full for such shares, and, if requested, has given the representation described
in Section 14(a) of the Plan.

     

    (v)  Non-Transferability of
Options.  No Stock Option shall be transferable by the optionee
otherwise than by will or by the laws of descent and distribution, and all Stock
Options shall be exercisable, during the optionee’s lifetime, only by the
optionee.

     

    (vi)  Termination by
Death.  Subject to Section 5(b)(ix) of the Plan with respect to
Incentive Stock Options, if an optionee’s employment by the Company and any
Subsidiary or Affiliate terminates by reason of death, any Stock Option held by
such optionee may thereafter be exercised, to the extent such option was
exercisable at the time of death or on such accelerated basis as the Committee
may determine at or after grant (or as may be determined in accordance with
procedures established by the Committee), by the legal representative of the
estate or by the legatee of the optionee under the will of the optionee, for a
period of one year (or such other period as the Committee may specify at grant)
from the date of such death or until the expiration of the stated term of such
Stock Option, whichever period is the shorter.

     

    (vii)  Termination by Reason of
Disability or Retirement.  Subject to Section 5(b)(ix) of the
Plan with respect to Incentive Stock Options, if an optionee’s employment by the
Company and any Subsidiary or Affiliate terminates by reason of a Disability or
Normal or Early Retirement, any Stock Option held by such optionee may
thereafter be exercised by the optionee, to the extent it was exercisable at the
time of termination or on such accelerated basis as the Committee may determine
at or after grant (or as may be determined in accordance with procedures
established by the Committee), for a period of one year (or such other period as
the Committee may specify at grant) from the date of such termination of
employment or until the expiration of the stated term of such Stock Option,
whichever period is the shorter; provided, however, that, if the optionee dies
within such one-year period (or such other period as the Committee shall specify
at grant), any unexercised Stock Option held by such optionee shall thereafter
be exercisable to the extent to which it was exercisable at the time of death
for a period of one year from the date of such death or until the expiration of
the stated term of such Stock Option, whichever period is the
shorter.  In the event of termination of employment by reason of
Disability or Normal or Early Retirement, if an Incentive Stock Option is
exercised after the expiration of the exercise periods that apply for purposes
of Section 422 of the Code, such Stock Option will thereafter be treated as a
Non-Qualified Stock Option.

     

    (viii)  Other
Termination.  Unless otherwise determined by the Committee (or
pursuant to procedures established by the Committee) at or after grant, if an
optionee’s employment by the Company and any Subsidiary or Affiliate terminates
for any reason other than death, Disability or Normal or Early Retirement, the
Stock Option shall thereupon terminate; provided, however, that if the optionee
is involuntarily terminated by the Company or any Subsidiary or Affiliate
without Cause, including a termination resulting from the Subsidiary, Affiliate
or division in which the optionee is employed or engaged, ceasing, for any
reason, to be a Subsidiary, Affiliate or division of the Company, such Stock
Option may be exercised, to the extent otherwise exercisable on the date of
termination, for a period of three months (or seven months in the case of a
person subject to the reporting and short-swing profit provisions of Section 16
of the Exchange Act) from the date of such termination or until the expiration
of the stated term of such Stock Option, whichever is shorter.


    
      
         


      

      
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    (ix)  Incentive
Stock Options.

     

    (A)          Anything
in the Plan to the contrary notwithstanding, no term of the Plan relating to
Incentive Stock Options shall be interpreted, amended or altered, nor shall any
discretion or authority granted under the Plan be so exercised, so as to
disqualify the Plan under Section 422 of the Code, or, without the consent of
the optionee(s) affected, to disqualify any Incentive Stock Option under such
Section 422.

     

    (B)          To
the extent required for “incentive stock option” status under Section 422(d) of
the Code (taking into account applicable Treasury regulations and
pronouncements), the Plan shall be deemed to provide that the aggregate Fair
Market Value (determined as of the time of grant) of the Stock with respect to
which Incentive Stock Options are exercisable for the first time by the optionee
during any calendar year under the Plan and/or any other stock option plan of
the Company or any Subsidiary or parent corporation (within the meaning of
Section 425 of the Code) shall not exceed $100,000.  If Section 422 is
hereafter amended to delete the requirement now in Section 422(d) that the plan
text expressly provide for the $100,000 limitation set forth in Section 422(d),
then this Section 5(b)(ix)(B) shall no longer be operative and the Committee may
accelerate the dates on which the incentive stock option may be
exercised.

     

    (C)          To
the extent permitted under Section 422 of the Code or the applicable regulations
thereunder or any applicable Internal Revenue Service
pronouncement:

     

    (I)  If
(x) a participant’s employment is terminated by reason of death, Disability or
Retirement and (y) the portion of any Incentive Stock Option that is otherwise
exercisable during the post-termination period specified under Sections 5(b)(vi)
and (vii) of the Plan, applied without regard to the $100,000 limitation
contained in Section 422(d) of the Code, is greater than the portion of such
option that is immediately exercisable as an “incentive stock option” during
such post-termination period under Section 422, such excess shall be treated as
a Non-Qualified Stock Option; and

     

    (II)  if
the exercise of an Incentive Stock Option is accelerated by reason of a Change
in Control, any portion of such option that is not exercisable as an Incentive
Stock Option by reason of the $100,000 limitation contained in Section 422(d) of
the Code shall be treated as a Non-Qualified Stock Option.

     

    (x)  Buyout
Provisions.  The Committee may at any time offer to buy out for
a payment in cash, Stock, Deferred Stock or Restricted Stock an option
previously granted, based on such terms and conditions as the Committee shall
establish and communicate to the optionee at the time that such offer is
made.

     

    (xi)  Settlement
Provisions.  If the option agreement so provides at grant or is
amended after grant and prior to exercise to so provide (with the optionee’s
consent), the Committee may require that all or part of the shares to be issued
with respect to the spread value of an exercised Option take the form of
Deferred or Restricted Stock which shall be valued on the date of exercise on
the basis of the Fair Market Value (as determined by the Committee) of such
Deferred or Restricted Stock determined without regard to the deferral
limitations and/or forfeiture restrictions involved.

     

    
      	
              6. 

            	
              Stock
      Appreciation Rights.

            


    

     

    (a)           Grant and
Exercise.

     

    (i)  Stock
Appreciation Rights may be granted in conjunction with all or part of any Stock
Option granted under the Plan.  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 Stock Option.  In the case of an Incentive Stock Option, such
rights may be granted only at the time of the grant of such Stock
Option.

     

    (ii)  A
Stock Appreciation Right or applicable portion thereof granted with respect to a
given Stock Option shall terminate and no longer be exercisable upon the
termination or exercise of the related Stock Option, subject to such provisions
as the Committee may specify at grant where a Stock Appreciation Right is
granted with respect to less than the full number of shares covered by a related
Stock Option.

     

    (iii)  A
Stock Appreciation Right may be exercised by an optionee, subject to Section
6(b) of the Plan, in accordance with the procedures established by the Committee
for such purpose.  Upon such exercise, the optionee shall be entitled
to receive an amount determined in the manner prescribed in said Section
6(b).  Stock Options relating to exercised Stock Appreciation Rights
shall no longer be exercisable to the extent that the related Stock Appreciation
Rights have been exercised.


    
      
         


      

      
        - 7
-

        
          

        

      

      
         


      

    


    (b)           Terms and
Conditions.  Stock Appreciation Rights shall be subject to such
terms and conditions, not inconsistent with the provisions of the Plan, as shall
be determined from time to time by the Committee, including the
following:

     

    (i)  Stock
Appreciation Rights shall be exercisable only at such time or times and to the
extent that the Stock Options to which they relate shall be exercisable in
accordance with the provisions of this Section 6 and Section 5 of the Plan;
provided, however, that any Stock Appreciation Right granted to an optionee
subject to Section 16(b) of the Exchange Act subsequent to the grant of the
related Stock Option shall not be exercisable during the first six months of its
term, except that this special limitation shall not apply in the event of death
or Disability of the optionee prior to the expiration of the six-month
period.  The exercise of Stock Appreciation Rights held by optionees
who are subject to Section 16(b) of the Exchange Act shall comply with Rule
16b-3 thereunder to the extent applicable.

     

    (ii)  Upon
the exercise of a Stock Appreciation Right, an optionee shall be entitled to
receive an amount in cash and/or shares of Stock equal in value to the excess of
the Fair Market Value of one share of Stock over the option price per share
specified in the related Stock Option multiplied by the number of shares in
respect of which the Stock Appreciation Right shall have been exercised, with
the Committee having the right to determine the form of payment.  When
payment is to be made in shares of Stock, the number of shares to be paid shall
be calculated on the basis of the Fair Market Value of the shares on the date of
exercise.  When payment is to be made in cash, such amount shall be
based upon the Fair Market Value of the Stock on the date of exercise,
determined in a manner not inconsistent with Section 16(b) of the Exchange Act
and the rules of the Commission thereunder.

     

    (iii)  Stock
Appreciation Rights shall be transferable only when and to the extent that the
underlying Stock Option would be transferable under Section 5(b)(v) of the
Plan.

     

    (iv)  Upon
the exercise of a Stock Appreciation Right, the Stock Option or part thereof to
which such Stock Appreciation Right is related shall be deemed to have been
exercised only to the extent of the number of shares issued under the Stock
Appreciation Right at the time of exercise based on the value of the Stock
Appreciation Right at such time.

     

    (v)  In
its sole discretion, the Committee may grant Stock Appreciation Rights that
become exercisable only in the event of a Change in Control and/or a Potential
Change in Control, subject to such terms and conditions as the Committee may
specify at grant; provided that any such Stock Appreciation Rights shall be
settled solely in cash.

     

    (vi)  The
Committee, in its sole discretion, may also provide that, in the event of a
Change in Control and/or a Potential Change in Control, the amount to be paid
upon the exercise of a Stock Appreciation Right shall be based on the Change in
Control Price, subject to such terms and conditions as the Committee may specify
at grant.

     

    
      	
              7. 

            	
              Restricted
      Stock.

            


    

     

    (a)           Administration.  Shares
of Restricted Stock may be issued either alone, in addition to or in tandem with
other awards granted under the Plan and/or cash awards made outside of the
Plan.  The Committee shall determine the eligible persons to whom, and
the time or times at which, grants of Restricted Stock will be made, the number
of shares to be awarded, the price (if any) to be paid by the recipient of
Restricted Stock, subject to Section 7(b) of the Plan, the time or times within
which such awards may be subject to forfeiture, and all other terms and
conditions of the awards.  The Committee may condition the grant of
Restricted Stock upon the attainment of specified performance goals or such
other factors as the Committee may, in its sole discretion,
determine.  The provisions of Restricted Stock awards need not be the
same with respect to each recipient.

     

    (b)           Awards and
Certificates.

     

    (i)  The
prospective recipient of a Restricted Stock award shall not have any rights with
respect to such award unless and until such recipient has executed an agreement
evidencing the award and has delivered a fully executed copy thereof to the
Company, and has otherwise complied with the applicable terms and conditions of
such award.


    
      
         


      

      
        - 8
-

        
          

        

      

      
         


      

    


    (ii)  The
purchase price for shares of Restricted Stock may be equal to or less than their
par value and may be zero.

     

    (iii)  Awards
of Restricted Stock must be accepted within a period of 60 days (or such shorter
period as the Committee may specify at grant) after the award date, by executing
a Restricted Stock Award Agreement and paying the price, if any, required under
Section 7(b)(ii).

     

    (iv)  Each
participant receiving a Restricted Stock award shall be issued a stock
certificate in respect of such shares of Restricted Stock.  Such
certificate shall be registered in the name of such participant, and shall bear
an appropriate legend referring to the terms, conditions, and restrictions
applicable to such award.

     

    (v)  The
Committee shall require that (A) the stock certificates evidencing shares of
Restricted Stock be held in the custody of the Company until the restrictions
thereon shall have lapsed, and (B) as a condition of any Restricted Stock award,
the participant shall have delivered a stock power, endorsed in blank, relating
to the Restricted Stock covered by such award.

     

    (c)           Restrictions and
Conditions.  The shares of Restricted Stock awarded pursuant to
this Section 7 shall be subject to the following restrictions and
conditions:

     

    (i)  Subject
to the provisions of the Plan and the award agreement, during a period set by
the Committee commencing with the date of such award (the “Restriction Period”),
the participant shall not be permitted to sell, transfer, pledge or assign
shares of Restricted Stock awarded under the Plan.  Within these
limits, the Committee, in its sole discretion, may provide for the lapse of such
restrictions in installments and may accelerate or waive such restrictions in
whole or in part, based on service, performance and/or such other factors or
criteria as the Committee may determine, in its sole discretion.

     

    (ii)  Except
as provided in this Section 7(c)(ii) and Section 7(c)(i) of the Plan, the
participant shall have, with respect to the shares of Restricted Stock, all of
the rights of a stockholder of the Company, including the right to vote the
shares and the right to receive any regular cash dividends paid out of current
earnings.  The Committee, in its sole discretion, as determined at the
time of award, may permit or require the payment of cash dividends to be
deferred and, if the Committee so determines, reinvested, subject to Section
14(e) of the Plan, in additional Restricted Stock to the extent shares are
available under Section 3 of the Plan, or otherwise reinvested.  Stock
dividends, splits and distributions issued with respect to Restricted Stock
shall be treated as additional shares of Restricted Stock that are subject to
the same restrictions and other terms and conditions that apply to the shares
with respect to which such dividends are issued, and the Committee may require
the participant to deliver an additional stock power covering the shares
issuable pursuant to such stock dividend, split or distribution.  Any
other dividends or property distributed with regard to Restricted Stock, other
than regular dividends payable and paid out of current earnings, shall be held
by the Company subject to the same restrictions as the Restricted
Stock.

     

    (iii)  Subject
to the applicable provisions of the award agreement and this Section 7, upon
termination of a participant’s employment or other services with the Company and
any Subsidiary or Affiliate for any reason during the Restriction Period, all
shares still subject to restriction will vest, or be forfeited, in accordance
with the terms and conditions established by the Committee at or after
grant.

     

    (iv)  If
and when the Restriction Period expires without a prior forfeiture of the
Restricted Stock subject to such Restriction Period, certificates for an
appropriate number of unrestricted shares, and other property held by the
Company with respect to such Restricted Shares, shall be delivered to the
participant promptly.

     

    (d)           Minimum Value
Provisions.  In order to better ensure that award payments
actually reflect the performance of the Company and service of the participant,
the Committee may provide, in its sole discretion, for a tandem Stock Option or
performance-based or other award designed to guarantee a minimum value, payable
in cash or Stock to the recipient of a Restricted Stock award, subject to such
performance, future service, deferral and other terms and conditions as may be
specified by the Committee.


    
      
         


      

      
        - 9
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              8. 

            	
              Deferred
      Stock.

            


    

     

    (a)           Administration.  Deferred
Stock may be awarded either alone, in addition to or in tandem with other awards
granted under the Plan and/or cash awards made outside of the
Plan.  The Committee shall determine the eligible persons to whom and
the time or times at which Deferred Stock shall be awarded, the number of shares
of Deferred Stock to be awarded to any person, the duration of the period (the
“Deferral Period”) during which, and the conditions under which, receipt of the
Stock will be deferred, and the other terms and conditions of the award in
addition to those set forth in Section 8(b).  The Committee may
condition the grant of Deferred Stock upon the attainment of specified
performance goals or such other factors or criteria as the Committee shall, in
its sole discretion, determine.  The provisions of Deferred Stock
awards need not be the same with respect to each recipient.

     

    (b)           Terms and
Conditions.  The shares of Deferred Stock awarded pursuant to
this Section 8 shall be subject to the following terms and
conditions:

     

    (i)  Subject
to the provisions of the Plan and the award agreement referred to in Section
8(b)(vi) of the Plan, Deferred Stock awards may not be sold, assigned,
transferred, pledged or otherwise encumbered during the Deferral
Period.  At the expiration of the Deferral Period (or the Elective
Deferral Period referred to in Section 8(b)(v) of the Plan, where applicable),
share certificates representing the shares covered by the Deferred Stock award
shall be delivered to the participant or his legal representative.

     

    (ii)  Unless
otherwise determined by the Committee at grant, amounts equal to any dividends
declared during the Deferral Period with respect to the number of shares covered
by a Deferred Stock award will be paid to the participant currently, or deferred
and deemed to be reinvested in additional Deferred Stock, or otherwise
reinvested, all as determined at or after the time of the award by the
Committee, in its sole discretion.

     

    (iii)  Subject
to the provisions of the award agreement and this Section 8, upon termination of
a participant’s employment with the Company and any Subsidiary or Affiliate for
any reason during the Deferral Period for a given award, the Deferred Stock in
question will vest, or be forfeited, in accordance with the terms and conditions
established by the Committee at or after grant.

     

    (iv)  Based
on service, performance and/or such other factors or criteria as the Committee
may determine, the Committee may, at or after grant, accelerate the vesting of
all or any part of any Deferred Stock award and/or waive the deferral
limitations for all or any part of such award.

     

    (v)  A
participant may elect to further defer receipt of an award (or an installment of
an award) for a specified period or until a specified event (the “Elective
Deferral Period”), subject in each case to the Committee’s approval and to such
terms as are determined by the Committee, all in its sole
discretion.  Subject to any exceptions adopted by the Committee, such
election must generally be made at least twelve months prior to completion of
the Deferral Period for such Deferred Stock award (or such
installment).

     

    (vi)  Each
award shall be confirmed by, and subject to the terms of, a Deferred Stock
agreement executed by the Company and the participant.

     

    (c)           Minimum Value
Provisions.  In order to better ensure that award payments
actually reflect the performance of the Company and service of the participant,
the Committee may provide, in its sole discretion, for a tandem Stock Option or
performance-based or other award designed to guarantee a minimum value, payable
in cash or Stock to the recipient of a deferred stock award, subject to such
performance, future service, deferral and other terms and conditions as may be
specified by the Committee.

     

    
      	
              9. 

            	
              Stock
      Purchase Rights.

            


    

     

    (a)           Awards and
Administration.  The Committee may grant eligible participants
Stock Purchase Rights which shall enable such participants to purchase Stock
(including Deferred Stock and Restricted Stock):

     

    (i)  at
its Fair Market Value on the date of grant;

     

    (ii)  at  a
percentage of such Fair Market Value on such date, such percentage to be
determined by the Committee in its sole discretion;

     

    (iii)  at
an amount equal to Book Value on such date; or

     

    (iv)  at
an amount equal to the par value of such Stock on such date.


    
      
         


      

      
        - 10
-

        
          

        

      

      
         


      

    


    The Committee shall also impose such
deferral, forfeiture and/or other terms and conditions as it shall determine, in
its sole discretion, on such Stock Purchase Rights or the exercise
thereof.  The terms of Stock Purchase Rights awards need not be the
same with respect to each participant.  Each Stock Purchase Right
award shall be confirmed by, and be subject to the terms of, a Stock Purchase
Rights Agreement.

     

    (b)           Exercisability.  Stock
Purchase Rights shall generally be exercisable for such period after grant as is
determined by the Committee not to exceed sixty (60) days.  However,
the Committee may provide, in its sole discretion, that the Stock Purchase
Rights of persons potentially subject to Section 16(b) of the Exchange Act shall
not become exercisable until six months and one day after the grant date, and
shall then be exercisable for ten trading days at the purchase price specified
by the Committee in accordance with Section 9(a) of the Plan.

     

    
      	
              10. 

            	
              Other
      Stock-Based Awards.

            


    

     

    (a)           Administration.

     

    (i)  Other
awards of Stock and other awards that are valued in whole or in part by
reference to, or are otherwise based on, Stock (“Other Stock-Based Awards”),
including, without limitation, performance shares, convertible preferred stock
(to the extent a series of preferred stock has been or may be created by, or in
accordance with a procedure set forth in, the Company’s certificate of
incorporation), convertible debentures, warrants, exchangeable securities and
Stock awards or options valued by reference to Fair Market Value, Book Value or
performance of the Company or any Subsidiary, Affiliate or division, may be
granted either alone or in addition to or in tandem with Stock Options, Stock
Appreciation Rights, Restricted Stock, Deferred Stock or Stock Purchase Rights
granted under the Plan and/or cash awards made outside of the Plan.

     

    (ii)  Subject
to the provisions of the Plan, the Committee shall have authority to determine
the persons to whom and the time or times at which such award shall be made, the
number of shares of Stock to be awarded pursuant to such awards, and all other
conditions of the awards.  The Committee may also provide for the
grant of Stock upon the completion of a specified performance
period.  The provisions of Other Stock-Based Awards need not be the
same with respect to each recipient.

     

    (b)           Terms and
Conditions.  Other Stock-Based Awards made pursuant to this
Section 10 shall be subject to the following terms and conditions:

     

    (i)  Subject
to the provisions of the Plan and the award agreement referred to in Section
10(b)(v) of the Plan, shares of Stock subject to awards made under this Section
10 may not be sold, assigned, transferred, pledged or otherwise encumbered prior
to the date on which the shares are issued, or, if later, the date on which any
applicable restriction, performance or deferral period lapses.

     

    (ii)  Subject
to the provisions of the Plan and the award agreement and unless otherwise
determined by the Committee at grant, the recipient of an award under this
Section 10 shall be entitled to receive, currently or on a deferred basis,
interest or dividends or interest or dividend equivalents with respect to the
number of shares covered by the award, as determined at the time of the award by
the Committee, in its sole discretion, and the Committee may provide that such
amounts (if any) shall be deemed to have been reinvested in additional Stock or
otherwise reinvested.

     

    (iii)  Any
award under Section 10 and any Stock covered by any such award shall vest or be
forfeited to the extent so provided in the award agreement, as determined by the
Committee, in its sole discretion.

     

    (iv)  In
the event of the participant’s Retirement, Disability or death, or in cases of
special circumstances, the Committee may, in its sole discretion, waive in whole
or in part any or all of the remaining limitations (if any) imposed with respect
to any or all of an award pursuant to this Section 10.

     

    (v)  Each
award under this Section 10 shall be confirmed by, and subject to the terms of,
an agreement or other instrument by the Company and by the
participant.

     

    (vi)  Stock
(including securities convertible into Stock) issued on a bonus basis under this
Section 10 may be issued for no cash consideration.


    
      
         


      

      
        - 11
-

        
          

        

      

      
         


      

    

     

    
      	
              11. 

            	
              Change
      in Control Provisions.

            


    

     

    (a)           Impact of
Event.  In the event of a “Change in Control,” as defined in
Section 11(b) of the Plan, or a “Potential Change in Control,” as defined in
Section 11(c) of the Plan, except to the extent otherwise determined by the
Committee or the Board at or after grant (subject to any right of approval
expressly reserved by the Committee or the Board at the time of such
determination), the following acceleration and valuation provisions shall
apply:

     

    (i)  Any
Stock Appreciation Rights outstanding for at least six months and any Stock
Options awarded under the Plan not previously exercisable and vested shall
become fully exercisable and vested and any Incentive Stock Options may, with
the consent of the holders thereof, be treated as Non-Qualified Stock
Options.

     

    (ii)  The
restrictions and deferral limitations applicable to any Restricted Stock,
Deferred Stock, Stock Purchase rights and Other Stock-Based Awards, in each case
to the extent not already vested under the Plan, shall lapse and such shares and
awards shall be deemed fully vested.

     

    (iii)  The
value of all outstanding Stock Options, Stock Appreciation Rights, Restricted
Stock, Deferred Stock, Stock Purchase Rights and Other Stock-Based Awards, in
each case to the extent vested (including such rights which shall have become
vested pursuant to Sections 11(a)(i) and (ii) of the Plan), shall be purchased
by the Company (“cashout”) in a manner determined by the Committee, in its sole
discretion, on the basis of the “Change in Control Price” as defined in Section
11(d) of the Plan as of the date such Change in Control or such Potential Change
in Control is determined to have occurred or such other date as the Committee
may determine prior to the Change in Control, unless the Committee shall,
contemporaneously with or prior to any particular Change of Control or Potential
Change of Control, determine that this Section 11(a)(iii) shall not be
applicable to such Change in Control or Potential Change in
Control.

     

    (b)           Definition of “Change in
Control.”  For purposes of Section 11(a) of the Plan, a “Change
in Control” means the happening of any of the following:

     

    (i)  When
any “person” (as defined in Section 3(a)(9) of the Exchange Act and as used in
Sections 13(d) and 14(d) of the Exchange Act, including a “group” as defined in
Section 13(d) of the Exchange Act, but excluding the Company and any Subsidiary
and any employee benefit plan sponsored or maintained by the Company or any
Subsidiary and any trustee of such plan acting as trustee) directly or
indirectly becomes the “beneficial owner” (as defined in Rule 13d-3 under the
Exchange Act, as amended from time to time), of securities of the Company
representing thirty percent (30%) or more of the combined voting power of the
Company’s then outstanding securities; provided, however, that a Change of
Control shall not arise if such acquisition is approved by the board of
directors or if the board of directors or the Committee determines that such
acquisition is not a Change of Control or if the board of directors authorizes
the issuance of the shares of Stock (or securities convertible into Stock or
upon the exercise of which shares of Stock may be issued) to such persons;
or

     

    (ii)  When,
during any period of twenty-four consecutive months during the existence of the
Plan, the individuals who, at the beginning of such period, constitute the Board
(the “Incumbent Directors”) cease for any reason other than death, Disability or
Retirement to constitute at least a majority thereof, provided, however, that a
director who was not a director at the beginning of such 24-month period shall
be deemed to have satisfied such 24-month requirement (and be an Incumbent
Director) if such director was elected by, or on the recommendation of, or with
the approval of, at least two-thirds of the directors who then qualified as
Incumbent Directors either actually (because they were directors at the
beginning of such 24-month period) or by prior operation of this Section
11(b)(ii); provided, however, that all directors who are elected to the board
not later than six months after the Acquisition Effective Date shall be deemed
to be an Incumbent Director and shall be deemed to have satisfied the 24-month
requirement set forth in this Section 11(b)(ii); or

     

    (iii)  The
occurrence of a transaction requiring stockholder approval for the acquisition
of the Company by an entity other than the Company or a Subsidiary through
purchase of assets, or by merger, or otherwise unless approved by a majority of
Incumbent Directors.


    
      
         


      

      
        - 12
-

        
          

        

      

      
         


      

    


    (c)           Definition of Potential
Change in Control.  For purposes of Section 11(a) of the Plan,
a “Potential Change in Control” means the happening of any one of the
following:

     

    (i)  The
approval by stockholders of an agreement by the Company, the consummation of
which would result in a Change in Control of the Company as defined in Section
11(b) of the Plan; or

     

    (ii)  The
acquisition of beneficial ownership, directly or indirectly, by any entity,
person or group (other than the Company or a Subsidiary or any Company employee
benefit plan or any trustee of such plan acting as such trustee) of securities
of the Company representing five percent or more of the combined voting power of
the Company’s outstanding securities and the adoption by the Board of Directors
of a resolution to the effect that a Potential Change in Control of the Company
has occurred for purposes of the Plan.

     

    (d)           Change in Control
Price.  For purposes of this Section 11, “Change in Control
Price” means the highest price per share paid in any transaction reported on the
principal stock exchange on which the Stock is traded or the average of the
highest bid and asked prices as reported by the principal stock exchange or
market on which the Stock is traded, or paid or offered in any bona fide
transaction related to a Potential or actual Change in Control of the Company at
any time during the sixty-day period immediately preceding the occurrence of the
Change in Control (or, where applicable, the occurrence of the Potential Change
in Control event), in each case as determined by the Committee except that, in
the case of Incentive Stock Options and Stock Appreciation Rights relating to
Incentive Stock Options, such price shall be based only on transactions reported
for the date on which the optionee exercises such Stock Appreciation Rights,
Incentive Stock Options or, where applicable, the date on which a cashout occurs
under Section 11(a)(iii).

     

    
      	
              12. 

            	
              Amendments
      and Termination.

            


    

     

    (a)           The
Board may amend, alter, or discontinue the Plan, but no amendment, alteration,
or discontinuation shall be made which would impair the rights of an optionee or
participant under a Stock Option, Stock Appreciation Right, Restricted or
Deferred Stock award, Stock Purchase Right or Other Stock-Based Award
theretofore granted, without the optionee’s or participant’s consent, and no
amendment will be made without approval of the stockholders if such amendment
requires stockholder approval under state law or if stockholder approval is
necessary in order that the Plan comply with Rule 16b-3 of the Commission under
the Exchange Act or any substitute or successor rule or if stockholder approval
is necessary in order to enable the grant pursuant to the Plan of options or
other awards intended to confer tax benefits upon the recipients
thereof.

     

    (b)           The
Committee may amend the terms of any Stock Option or other award theretofore
granted, prospectively or  retroactively, but no such amendment shall
impair the rights or any holder without the holder’s consent.  The
Committee may also substitute new Stock Options for previously granted Stock
Options (on a one for one or other basis), including previously granted Stock
Options having higher option exercise prices.

     

    (c)           Subject
to the provisions of Sections 12(a) and (b) of the Plan, the Board shall have
broad authority to amend the Plan to take into account changes in applicable
securities and tax laws and accounting rules, as well as other developments,
and, in particular, without limiting in any way the generality of the foregoing,
to eliminate any provisions which are not required to included as a result of
any amendment to Rule 16b-3 of the Commission pursuant to the Exchange
Act.

     

    
      	
              13. 

            	
              Unfunded
      Status of Plan.

            


    

     

    The Plan
is intended to constitute an “unfunded” plan for incentive and deferred
compensation.  With respect to any payments not yet made to a
participant or optionee by the Company, nothing contained in this Plan shall
give any such participant or optionee any rights that are greater than those of
a general creditor of the Company.  In its sole discretion, the
Committee may authorize the creation of trusts or other arrangements to meet the
obligations created under the Plan to deliver Stock or payments in lieu of or
with respect to awards under this Plan; provided, however, that, unless the
Committee otherwise determines with the consent of the affected participant, the
existence of such trusts or other arrangements shall be consistent with the
“unfunded” status of the Plan.



    
      
         


      

      
        - 13
-

        
          

        

      

      
         


      

    


    
      	
              14. 

            	
              General
      Provisions.

            


    

     

    (a)           The
Committee may require each person purchasing shares pursuant to a Stock Option
or other award under the Plan to represent to and agree with the Company in
writing that the optionee or participant is acquiring the shares without a view
to distribution thereof.  The certificates for such shares may include
any legend which the Committee deems appropriate to reflect any restrictions on
transfer.  All certificates or shares of Stock or other securities
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 Commission, any stock exchange upon
which the Stock is then listed, and any applicable Federal or state securities
law, and the Committee may cause a legend or legends to be put on any such
certificates to make appropriate reference to such restrictions.

     

    (b)           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.

     

    (c)           Neither
the adoption of the Plan nor the grant of any award pursuant to the Plan shall
confer upon any employee of the Company or any Subsidiary or Affiliate any right
to continued employment with the Company or a Subsidiary or Affiliate, as the
case may be, nor shall it interfere in any way with the right of the Company or
a Subsidiary or Affiliate to terminate the employment of any of its employees at
any time.

     

    (d)           No
later than the date as of which an amount first becomes includible in the gross
income of the participant for Federal income tax purposes with respect to any
award under the Plan, the participant shall pay to the Company, or make
arrangements satisfactory to the Committee regarding the payment of, any
Federal, state, or local taxes of any kind required by law to be withheld with
respect to such amount.  Unless otherwise determined by the Committee,
withholding obligations may be settled with Stock, including Stock that is part
of the award that gives rise to the withholding requirement.  The
obligations of the Company under the Plan shall be conditional on such payment
or arrangements and the Company and its Subsidiaries or Affiliates shall, to the
extent permitted by law, have the right to deduct any such taxes from any
payment of any kind otherwise due to the participant.

     

    (e)           The
actual or deemed reinvestment of dividends or dividend equivalents in additional
Restricted Stock (or in Deferred Stock or other types of Plan awards) at the
time of any dividend payment shall only be permissible if sufficient shares of
Stock are available under Section 3 of the Plan for such reinvestment (taking
into account then outstanding Stock Options, Stock Purchase Rights and other
Plan awards).

    


    
      	
              15. 

            	
              Effective
      Date of Plan.

            


    

     

    The Plan shall be effective as of the
date the Plan is approved by the Board, subject to the approval of the Plan by a
majority of the votes cast by the holders of the Company’s Stock at the next
annual or special meeting of stockholders.  Any grants made under the
Plan prior to such approval shall be effective when made (unless otherwise
specified by the Committee at the time of grant), but shall be conditioned on,
and subject to, such approval of the Plan by such stockholders.

     

    
      	
              16. 

            	
              Term
      of Plan.

            


    

     

    Stock
Option, Stock Appreciation Right, Restricted Stock award, Deferred Stock award,
Stock Purchase Right or Other Stock-Based Award may be granted pursuant to the
Plan, until ten (10) years from the date the Plan was approved by the Board,
unless the Plan shall be terminated by the Board, in its discretion, prior to
such date, but awards granted prior to such termination may extend beyond that
date.


    
      
         


      

      
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