ex_10-1.htm


    
      

      

    

    Exhibit
10.1

     

    
      ARTICLE
1.

       

      PURPOSE
AND ADOPTION OF THE

      CRITICAL
DIGITAL DATA, INC. 2009 STOCK INCENTIVE PLAN

       

      
        	
                1.1

              	
                Purpose.  The
      purpose of the Critical Digital Data, Inc. 2009 Stock Incentive Plan
      (hereinafter referred to as the “Plan”) is to
      assist in attracting and retaining highly competent key employees,
      non-employee directors and consultants and to act as an incentive in
      motivating selected key employees, non-employee directors and consultants
      of Critical Digital Data, Inc. and its Subsidiaries (as defined below) to
      achieve long-term corporate
objectives.

              


      

       

      
        	
                1.2

              	
                Adoption
      and Term.  The Plan has been approved by the Board of
      Directors (hereinafter referred to as the “Board”) of
      Critical Digital Data, Inc. (hereinafter referred to as the “Company”), to
      be effective as of the date the Plan is approved by the Board (the
      “Effective
      Date”), subject to the approval of the stockholders of the Company
      solely for any Incentive Stock Options (as defined
      below).  The Plan shall remain in effect until terminated by
      action of the Board; provided, however, that
      no Incentive Stock Option (as defined below) may be granted hereunder
      after the tenth anniversary of the Effective Date and the provisions of
      Articles VII and VIII with respect to performance-based awards to “covered
      employees” under Section 162(m) of the Code (as defined below) shall
      expire as of the fifth anniversary of the Effective Date.  The
      Company intends that any grant, award or other acquisition of the
      Company’s securities pursuant to the Plan to any officer and/or director
      of the Company shall be exempt from Section 16(b) of the Exchange
      Act.

              


      

       

      ARTICLE
2.

       

      DEFINITIONS

       

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

       

      
        	
                2.1

              	
                Award
      means any grant to a Participant of one or a combination of Non-Qualified
      Stock Options or Incentive Stock Options, and Stock Appreciation Rights
      described in Article 6, Restricted Shares described in Article 7
      and Performance Awards described in
  Article 8.

              


      

       

      
        	
                2.2

              	
                Award
      Agreement means a written agreement between the Company and a
      Participant or a written notice from the Company to a Participant
      specifically setting forth the terms and conditions of an Award granted
      under the Plan.

              


      

       

      
        	
                2.3

              	
                Award
      Period means, with respect to an Award, the period of time set
      forth in the Award Agreement during which specified target performance
      goals must be achieved or other conditions set forth in the Award
      Agreement must be satisfied.

              


      

       

      
        	
                2.4

              	
                Beneficiary
      means an individual, trust or estate who or which, by a written
      designation of the Participant filed with the Company or by operation of
      law, succeeds to the rights and obligations of the Participant under the
      Plan and an Award Agreement upon the Participant’s
  death.

              


      

       

      
        	
                2.5

              	
                Board
      means the Board of Directors of the
Company.

              


      

       

      
        	
                2.6

              	
                Change in
      Control means, and shall be deemed to have occurred upon the
      occurrence of, any one of the following
events:

              


      

       

      
        	
                 
      

              	
                (a)

              	
                Consummation
      by the Company of a reorganization, merger, consolidation or similar
      transaction (a “Reorganization Transaction”), in each case, unless,
      immediately following such Reorganization Transaction, more than 50% of,
      respectively, the outstanding shares of common stock (or similar equity
      security) of the corporation or other entity resulting from or surviving
      such Reorganization Transaction and the combined voting power of the
      securities of such corporation or other entity entitled to vote generally
      in the election of directors, is then beneficially owned, directly or
      indirectly, by the individuals and entities who were the respective
      beneficial owners of the Outstanding Common Stock and the Company Voting
      Securities immediately prior to such Reorganization Transaction in
      substantially the same proportions as their ownership of the Outstanding
      Common Stock and Company Voting Securities immediately prior to such
      Reorganization Transaction; or

              


      

       

      
        
           

        

        
          1

          
            

          

        

        
           

        

         

      

      
        	
                 
      

              	
                (b)

              	
                Consummation
      by the Company of (i) a complete liquidation or dissolution of the
      Company or (ii) the sale or other disposition of all or substantially
      all of the assets of the Company to a corporation or other entity, unless,
      with respect to such corporation or other entity, immediately following
      such sale or other disposition more than 50% of, respectively, the
      outstanding shares of common stock (or similar equity security) of such
      corporation or other entity and the combined voting power of the
      securities of such corporation or other entity entitled to vote generally
      in the election of directors, is then beneficially owned, directly or
      indirectly, by the individuals and entities who were the respective
      beneficial owners of the Outstanding Common Stock and the Company Voting
      Securities immediately prior to such sale or disposition in substantially
      the same proportions as their ownership of the Outstanding Common Stock
      and Company Voting Securities immediately prior to such sale or
      disposition.

              


      

       

      
        	
                2.7

              	
                Code
      means the Internal Revenue Code of 1986, as amended.  References
      to a section of the Code include that section and any comparable section
      or sections of any future legislation that amends, supplements or
      supersedes said section.

              


      

       

      
        	
                2.8

              	
                Committee
      means the committee established in accordance with
      Section 3.1.

              


      

       

      
        	
                2.9

              	
                Company
      means Critical Digital Data, Inc., a Nevada corporation, and its
      successors.

              


      

       

      
        	
                2.10

              	
                Common
      Stock means Common Stock of the Company, par value $.001 per
      share.

              


      

       

      
        	
                2.11

              	
                Company
      Voting Securities means the combined voting power of all
      outstanding securities of the Company entitled to vote generally in the
      election of directors of the
Company.

              


      

       

      
        	
                2.12

              	
                Date of
      Grant means the date designated by the Committee as the date as of
      which it grants an Award, which shall not be earlier than the date on
      which the Committee approves the granting of such
  Award.

              


      

       

      
        	
                2.13

              	
                Effective
      Date shall have the meaning given to such term in Section
      1.2.

              


      

       

      
        	
                2.14

              	
                Exchange
      Act means the Securities Exchange Act of 1934, as
      amended.

              


      

       

      
        	
                2.15

              	
                Exercise
      Price means, with respect to a Stock Appreciation Right, the amount
      established by the Committee in the related Award Agreement as the amount
      to be subtracted from the Fair Market Value on the date of exercise in
      order to determine the amount of the payment to be made to the
      Participant, as further described in
  Section 6.2(b).

              


      

       

      
        	
                2.16

              	
                Fair Market
      Value means, as of any applicable date:  (i) if the
      Common Stock is listed on a national securities exchange or is authorized
      for quotation on The Nasdaq National Market System (“NMS”), the
      closing price, regular way, of the Common Stock on such exchange or NMS,
      as the case may be, on such date or if no sale of the Common Stock shall
      have occurred on such date, on the next preceding date on which there was
      such a reported sale; or (ii) if the Common Stock is not listed for
      trading on a national securities exchange or authorized for quotation on
      NMS, the closing bid price as reported by The Nasdaq SmallCap Market on
      such date, or if no such price shall have been reported for such date, on
      the next preceding date for which such price was so reported; or
      (iii) if the Common Stock is not listed for trading on a national
      securities exchange or authorized for quotation on NMS or The Nasdaq
      SmallCap Market (if applicable), the last reported bid price
      published in the “pink sheets” or displayed on the National Association of
      Securities Dealers, Inc. (“NASD”)
      Electronic Bulletin Board, as the case may be; or (iv) if the Common
      Stock is not listed for trading on a national securities exchange, is not
      authorized for quotation on NMS or The Nasdaq SmallCap Market and is not
      published in the “pink sheets” or displayed on the NASD Electronic
      Bulletin Board, the fair market value of the Common Stock as determined in
      good faith by the Committee.

              


      

       

      
        	
                2.17

              	
                Incentive
      Stock Option means a stock option within the meaning of
      Section 422 of the Code.

              


      

       

      
        	
                2.18

              	
                Merger
      means any merger, reorganization, consolidation, share exchange, transfer
      of assets or other transaction having similar effect involving the
      Company.

              


      

       

      
        	
                2.19

              	
                Non-Employee
      Director means a member of the Board who (i) is not currently an
      officer or otherwise employed by the Company or a parent or a subsidiary
      of the Company, (ii) does not receive compensation directly or indirectly
      from the Company or a parent or a subsidiary of the Company for services
      rendered as a consultant or in any capacity other than as a director,
      except for an amount for which disclosure would not be required pursuant
      to Item 404(a) of Regulation S-K, (iii) does not possess an interest in
      any other transaction for which disclosure would be required pursuant to
      Item 404(a) of Regulation S-K, (iv) is not engaged in a business
      relationship for which disclosure would be required pursuant to Item
      404(b) of Regulation S-K, and (v) qualifies as “Outside Director”
      pursuant to Section 162(m) of the
Code.

              


      

       

      
        
           

        

        
          2

          
            

          

        

        
           

        

      

       

      
        	
                2.20

              	
                Non-Employee
      Director Option means a stock option granted to a Non-Employee
      Director in accordance with Section
6.1(a).

              


      

       

      
        	
                2.21

              	
                Non-Qualified
      Stock Option means a stock option which is not an Incentive Stock
      Option.

              


      

       

      
        	
                2.22

              	
                Options
      means all Non-Qualified Stock Options and Incentive Stock Options granted
      at any time under the Plan.

              


      

       

      
        	
                2.23

              	
                Outstanding
      Common Stock means, at any time, the issued and outstanding shares
      of Common Stock.

              


      

       

      
        	
                2.24

              	
                Participant
      means a person designated to receive an Award under the Plan in accordance
      with Section 5.1.

              


      

       

      
        	
                2.25

              	
                Performance
      Awards means Awards granted in accordance with
      Article VIII.

              


      

       

      
        	
                2.26

              	
                Plan
      means the Critical Digital Data, Inc. 2007 Stock Incentive Plan as
      described herein, as the same may be amended from time to
      time.

              


      

       

      
        	
                2.27

              	
                Purchase
      Price, with respect to Options, shall have the meaning set forth in
      Section 6.1(b).

              


      

       

      
        	
                2.28

              	
                Restricted
      Shares means Common Stock subject to restrictions imposed in
      connection with Awards granted under
  Article VII.

              


      

       

      
        	
                2.29

              	
                Retirement
      means early or normal retirement under a pension plan or
      arrangement of the Company or one of its Subsidiaries in which the
      Participant participates.

              


      

       

      
        	
                2.30

              	
                Stock
      Appreciation Rights means Awards granted in accordance with
      Article VI.

              


      

       

      
        	
                2.31

              	
                Subsidiary
      means a subsidiary of the Company within the meaning of
      Section 424(f) of the Code.

              


      

       

      
        	
                2.32

              	
                Termination
      of Employment means the voluntary or involuntary termination of a
      Participant’s employment with the Company or a Subsidiary for any reason,
      including death, disability, retirement or as the result of the
      divestiture of the Participant’s employer or any similar transaction in
      which the Participant’s employer ceases to be the Company or one of its
      Subsidiaries.  Whether entering military or other government
      service shall constitute Termination of Employment, or whether a
      Termination of Employment shall occur as a result of disability, shall be
      determined in each case by the Committee in its sole
      discretion.  In the case of a consultant who is not an employee
      of the Company or a Subsidiary, Termination of Employment shall mean
      voluntary or involuntary termination of the consulting relationship for
      any reason.  In the case of a Non-Employee Director, Termination
      of Employment shall mean voluntary or involuntary termination,
      non-election, removal or other act which results in such Non-Employee
      Director no longer serving in such
capacity.

              


      

       

      ARTICLE
3.

       

      ADMINISTRATION

       

      
        	
                3.1

              	
                Committee.  The
      Plan shall be administered by a committee of the Board (the “Committee”).  The
      Committee shall have exclusive and final authority in each determination,
      interpretation or other action affecting the Plan and its
      Participants.  The Committee shall have the sole discretionary
      authority to interpret the Plan, to establish and modify administrative
      rules for the Plan, to impose such conditions and restrictions on Awards
      as it determines appropriate, and to take such steps in connection with
      the Plan and Awards granted hereunder as it may deem necessary or
      advisable.  The Committee may, subject to compliance with
      applicable legal requirements, with respect to Participants who are not
      subject to Section 16(b) of the Exchange Act, delegate such of its
      powers and authority under the Plan as it deems appropriate to designated
      officers or employees of the Company.  In addition, the Board
      may exercise any of the authority conferred upon the Committee
      hereunder.  In the event of any such delegation of authority or
      exercise of authority by the Board, references in the Plan to the
      Committee shall be deemed to refer to the delegate of the Committee or the
      Board, as the case may be.

              


      

       

      
        
           

        

        
          3

          
            

          

        

        
           

        

      

       

      ARTICLE
4.

       

      SHARES

       

      
        	
                4.1

              	
                Number of
      Shares Issuable.  The total number of shares initially
      authorized to be issued under the Plan shall be one million (1,000,000)
      shares of Common Stock and are subject to adjustment pursuant to the terms
      of Section 9.7.  The number of shares available for
      issuance under the Plan shall be subject to adjustment in accordance with
      Section 9.7.  The shares to be offered under the Plan shall
      be authorized and unissued shares of Common Stock, or issued shares of
      Common Stock which will have been reacquired by the
    Company.

              


      

       

      
        	
                4.2

              	
                Shares
      Subject to Terminated Awards.  Shares of Common Stock
      covered by any unexercised portions of terminated Options (including
      canceled Options) granted under Article VI, shares of Common Stock
      forfeited as provided in Section 7.2(a) and shares of Common Stock
      subject to any Award that are otherwise surrendered by a Participant may
      be subject to new Awards under the Plan.  Shares of Common Stock
      subject to Options, or portions thereof, that have been surrendered in
      connection with the exercise of Stock Appreciation Rights shall not be
      available for subsequent Awards under the Plan, but shares of Common Stock
      issued in payment of such Stock Appreciation Rights shall not be charged
      against the number of shares of Common Stock available for the grant of
      Awards hereunder.

              


      

       

      ARTICLE
5.

       

      PARTICIPATION

       

      
        	
                5.1

              	
                Eligible
      Participants.  Participants in the Plan shall be such key
      employees, non-employee directors and consultants of the Company and its
      Subsidiaries, whether or not members of the Board, as the Committee, in
      its sole discretion, may designate from time to time.  The
      Committee’s designation of a Participant in any year shall not require the
      Committee to designate such person to receive Awards in any other
      year.  The designation of a Participant to receive an Award
      under one portion of the Plan does not require the Committee to include
      such Participant under other portions of the Plan.  The
      Committee shall consider such factors as it deems pertinent in selecting
      Participants and in determining the types and amounts of their respective
      Awards.

              


      

       

      ARTICLE
6.

       

      STOCK
OPTIONS AND STOCK APPRECIATION RIGHTS

       

      
        	
                6.1

              	
                Option
      Awards.

              


      

       

      
        	
                 
      

              	
                (a)

              	
                Grant of
      Options.  The Committee may grant, to such Participants
      as the Committee may select, Options entitling the Participants to
      purchase shares of Common Stock from the Company in such numbers, at such
      prices, and on such terms and subject to such conditions, not inconsistent
      with the terms of the Plan, as may be established by the Committee and are
      subject to adjustment pursuant to the terms of
      Section 6.6.  The terms of any Option granted under the
      Plan shall be set forth in an Award Agreement.  In addition, the
      Committee shall grant to each director who is a Non-Employee Director on
      the Effective Date Non-Qualified Stock Options entitling such Non-Employee
      Director to purchase 25,000 shares of Common Stock from the
      Company.  The Committee shall grant to each person who is
      elected, appointed or otherwise becomes a Non-Employee Director after the
      Effective Date Non-Qualified Stock Options entitling such Non-Employee
      Director to purchase 10,000 shares of Common Stock from the
      Company.  As of the first day of the second annual term and each
      year thereafter that such Non-Employee Director serves in the capacity as
      a Non-Employee Director, the Committee shall grant such Non-Employee
      Director Non-Qualified Stock Options entitling such Non-Employee Director
      to purchase 5,000 shares of Common Stock from the Company.  The
      Non-Qualified Stock Options granted to the initial Non-Employee Directors
      shall have an exercise price equal to the price shares of the Common Stock
      are sold in the initial public offering of equity securities by the
      Company on the Effective Date.  Non-Qualified Stock Options
      granted after the Effective Date shall have an exercise price of not less
      than 100% of the Fair Market Value on the Date of Grant.  Except
      as provided in Sections 6.3(c), or 6.5, Non-Employee Director Options
      shall not be exercisable prior to the first anniversary of the Date of
      Grant, at which time they will be immediately exercisable, in whole or in
      part, and shall remain exercisable until the tenth anniversary of the Date
      of Grant.

              


      

       

      
        
           

        

        
          4

          
            

          

        

        
           

        

      

       

      
        	
                 
      

              	
                (b)

              	
                Purchase
      Price of Options.  The Purchase Price of each share of
      Common Stock which may be purchased upon exercise of any Option granted
      under the Plan shall be determined by the
  Committee.

              


      

       

      
        	
                 
      

              	
                (c)

              	
                Designation
      of Options.  Except as otherwise expressly provided in
      the Plan, the Committee may designate, at the time of the grant of an
      Option, such Option as an Incentive Stock Option or a Non-Qualified Stock
      Option; provided,
      however, that an Option may be designated as an Incentive Stock
      Option only if the applicable Participant is an employee of the Company or
      a Subsidiary on the Date of Grant.

              


      

       

      
        	
                 
      

              	
                (d)

              	
                Incentive
      Stock Option Share Limitation.  No Participant may be
      granted Incentive Stock Options under the Plan (or any other plans of the
      Company and its Subsidiaries) that would result in Incentive Stock Options
      to purchase shares of Common Stock with an aggregate Fair Market Value
      (measured on the Date of Grant) of more than $100,000 first becoming
      exercisable by such Participant in any one calendar
  year.

              


      

       

      
        	
                 
      

              	
                (e)

              	
                Rights as a
      Stockholder.  A Participant or a transferee of an Option
      pursuant to Section 9.4 shall have no rights as a stockholder with
      respect to the shares of Common Stock covered by an Option until that
      Participant or transferee shall have become the holder of record of any
      such shares, and no adjustment shall be made with respect to any such
      shares of Common Stock for dividends in cash or other property or
      distributions of other rights on the Common Stock for which the record
      date is prior to the date on which that Participant or transferee shall
      have become the holder of record of any shares covered by such Option;
      provided,
      however, that Participants are entitled to share adjustments to
      reflect capital changes under
Section 9.7.

              


      

       

      
        	
                6.2

              	
                Stock
      Appreciation Rights.

              


      

       

      
        	
                 
      

              	
                (a)

              	
                Stock
      Appreciation Right Awards.  The Committee is authorized
      to grant to any Participant one or more Stock Appreciation
      Rights.  Such Stock Appreciation Rights may be granted either
      independent of or in tandem with Options granted to the same
      Participant.  Stock Appreciation Rights granted in tandem with
      Options may be granted simultaneously with, or, in the case of
      Non-Qualified Stock Options, subsequent to, the grant to such Participant
      of the related Options; provided, however,
      that:  (i) any Option covering any share of Common Stock
      shall expire and not be exercisable upon the exercise of any Stock
      Appreciation Right with respect to the same share, (ii) any Stock
      Appreciation Right covering any share of Common Stock shall expire and not
      be exercisable upon the exercise of any Option with respect to the same
      share, and (iii) an Option and a Stock Appreciation Right covering
      the same share of Common Stock may not be exercised
      simultaneously.  Upon exercise of a Stock Appreciation Right
      with respect to a share of Common Stock, the Participant shall be entitled
      to receive an amount equal to the excess, if any, of (A) the Fair
      Market Value of a share of Common Stock on the date of exercise over
      (B) the Exercise Price of such Stock Appreciation Right established
      in the Award Agreement, which amount shall be payable as provided in
      Section 6.2(c).

              


      

       

      
        	
                 
      

              	
                (b)

              	
                Exercise
      Price.  The Exercise Price established for any Stock
      Appreciation Right granted under this Plan shall be determined by the
      Committee, but in the case of Stock Appreciation Rights granted in tandem
      with Options shall not be less than the Purchase Price of the related
      Options.  Upon exercise of Stock Appreciation Rights, the number
      of shares issuable upon exercise under any related Options shall
      automatically be reduced by the number of shares of Common Stock
      represented by such Options which are surrendered as a result of the
      exercise of such Stock Appreciation
Rights.

              


      

       

      
        	
                 
      

              	
                (c)

              	
                Payment of
      Incremental Value.  Any payment that may become due from
      the Company by reason of a Participant’s exercise of a Stock Appreciation
      Right may be paid to the Participant as determined by the Committee
      (i) all in cash, (ii) all in Common Stock, or (iii) in any
      combination of cash and Common Stock.  In the event that all or
      a portion of the payment is to be made in Common Stock, the number of
      shares of Common Stock to be delivered in satisfaction of such payment
      shall be determined by dividing the amount of such payment or portion
      thereof by the Fair Market Value on the date of exercise.  No
      fractional share of Common Stock shall be issued to make any payment in
      respect of Stock Appreciation Rights; if any fractional share would
      otherwise be issuable, the combination of cash and Common Stock payable to
      a Participant shall be adjusted as directed by the Committee to avoid the
      issuance of any fractional share.

              


      

       

      
        
           

        

        
          5

          
            

          

        

        
           

        

      

       

      
        	
                6.3

              	
                Terms
      of Stock Options and Stock Appreciation
Rights.

              


      

       

      
        	
                 
      

              	
                (a)

              	
                Conditions
      on Exercise.  An Award Agreement with respect to Options
      and/or Stock Appreciation Rights may contain such waiting periods,
      exercise dates and restrictions on exercise (including, but not limited
      to, periodic installments) as may be determined by the Committee at the
      time of grant.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                Duration of
      Options and Stock Appreciation Rights.  Options and Stock
      Appreciation Rights shall terminate after the first to occur of the
      following events:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                Expiration
      of the Option or Stock Appreciation Right as provided in the related Award
      Agreement; or

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                Termination
      of the Award as provided in Section 6.3(e), following the applicable
      Participant’s Termination of Employment;
or

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                In
      the case of an Incentive Stock Option, ten years from the Date of Grant;
      or

              


      

       

      
        	
                 
      

              	
                (iv)

              	
                Solely
      in the case of a Stock Appreciation Right granted in tandem with an
      Option, upon the expiration of the related
  Option.

              


      

       

      
        	
                 
      

              	
                (c)

              	
                Acceleration
      of Exercise Time.  The Committee, in its sole discretion,
      shall have the right (but shall not in any case be obligated), exercisable
      at any time after the Date of Grant, to permit the exercise of any Option
      or Stock Appreciation Right prior to the time such Option or Stock
      Appreciation Right would otherwise become exercisable under the terms of
      the related Award Agreement.

              


      

       

      
        	
                 
      

              	
                (d)

              	
                Extension
      of Exercise Time.  The Committee, in its sole discretion,
      shall have the right (but shall not in any case be obligated), exercisable
      on or at any time after the Date of Grant, to permit the exercise of any
      Option or Stock Appreciation Right after its expiration date described in
      Section 6(b).

              


      

       

      6.4           Termination

       

      
        	
                 
      

              	
                 (a)

              	
                Termination.  In
      the event of Termination of Employment of a Participant other than by
      reason of death, disability or Retirement, the right of the Participant to
      exercise any Option or Stock Appreciation Right shall terminate 90 days
      after the date of such Termination of Employment, unless the exercise
      period is extended by the Committee in accordance with
      Section 6.3(d).

              


      

       

      
        	
                 
      

              	
                (b)

              	
                Disability
      or Retirement.  In the event of a Participant’s
      Termination of Employment by reason of disability or Retirement, the right
      of the Participant to exercise any Option or Stock Appreciation Right
      which he or she was entitled to exercise upon Termination of Employment
      (or which became exercisable at a later date pursuant to
      Section 6.3(e)(ii)) shall terminate one year after the date of such
      Termination of Employment, unless the exercise period is extended by the
      Committee in accordance with Section 6.3(d).  In no event,
      however, may any Option or Stock Appreciation Right be exercised later
      than the date of expiration of the Option determined pursuant to
      Section 6.3(b)(i), (iii) or
(iv).

              


      

       

      
        	
                 
      

              	
                (c)

              	
                Death.  In
      the event of the death of a Participant while employed by the Company or a
      Subsidiary or within any additional period of time from the date of the
      Participant’s Termination of Employment and prior to the expiration of any
      Option or Stock Appreciation Right as provided pursuant to Section
      6.3(e)(i)(B) or Section 6.3(d) above, to the extent the right to exercise
      the Option or Stock Appreciation Right was accrued as of the date of such
      Termination of Employment and had not expired during such additional
      period, the right of the Participant’s Beneficiary to exercise the Option
      or Stock Appreciation Right shall terminate one year after the date of the
      Participant’s death (but in no event more than one year from the date of
      the Participant’s Termination of Employment by reason of disability or
      Retirement), unless the exercise period is extended by the Committee in
      accordance with Section 6.3(d).  In no event, however, may any
      Option or Stock Appreciation Right be exercised later than the date of
      expiration of the Option determined pursuant to Section 6.3(b)(i), (iii)
      or (iv).

              


      

       

      
        	
                 
      

              	
                (d)

              	
                Termination
      of Unvested Options or Stock Appreciation Rights Upon Termination of
      Employment.  Subject to Section 6.3(c), to the extent the
      right to exercise an Option or a Stock Appreciation Right, or any portion
      thereof, has not accrued as of the date of Termination of Employment, such
      right shall expire at the date of such Termination of
      Employment.  Notwithstanding the foregoing, the Committee, in
      its sole discretion and under such terms as it deems appropriate, may
      permit, for a Participant who terminates employment by reason of
      Retirement and who will continue to render significant services to the
      Company or one of its Subsidiaries after his or her Termination of
      Employment, the continued vesting of his or her Options and Stock
      Appreciation Rights during the period in which that individual continues
      to render such services.

              


      

       

      
        
           

        

        
          6

          
            

          

        

        
           

        

      

       

      
        	
                6.5

              	
                Exercise
      Procedures.  Each Option and Stock Appreciation Right
      granted under the Plan shall be exercised by written notice to the Company
      which must be received by the officer or employee of the Company
      designated in the Award Agreement at or before the close of business on
      the termination date of the Award.  The Purchase Price of shares
      purchased upon exercise of an Option granted under the Plan shall be paid
      in full in cash by the Participant pursuant to the Award Agreement; provided, however, that
      the Committee may (but shall not be required to) permit payment to be made
      by delivery to the Company of either (a) shares of Common Stock
      (which may include Restricted Shares or shares otherwise issuable in
      connection with the exercise of the Option, subject to such rules as the
      Committee deems appropriate) or (b) any combination of cash and
      Common Stock or (c) such other consideration as the Committee deems
      appropriate and in compliance with applicable law (including payment in
      accordance with a cashless exercise program under which, if so instructed
      by a Participant, shares of Common Stock may be issued directly to the
      Participant’s broker or dealer upon receipt of an irrevocable written
      notice of exercise from the Participant).  In the event that any
      shares of Common Stock shall be transferred to the Company to satisfy all
      or any part of the Purchase Price, the part of the Purchase Price deemed
      to have been satisfied by such transfer of shares of Common Stock shall be
      equal to the product derived by multiplying the Fair Market Value as of
      the date of exercise times the number of shares of Common Stock
      transferred to the Company.  The Participant may not transfer to
      the Company in satisfaction of the Purchase Price any fractional share of
      Common Stock.  Any part of the Purchase Price paid in cash upon
      the exercise of any Option shall be added to the general funds of the
      Company and may be used for any proper corporate
      purpose.  Unless the Committee shall otherwise determine, any
      shares of Common Stock transferred to the Company as payment of all or
      part of the Purchase Price upon the exercise of any Option shall be held
      as treasury shares.

              


      

       

      
        	
                6.6 

              	
                        Adjustments
      upon Changes in Capitalization, dissolution, Merger or Sale of
      Assets

              


      

       

      
        	
                 
      

              	
                (a)

              	
                Changes in
      Capitalization. Subject to any required action by the shareholders
      of the Company, the number of shares of Common Stock covered by each
      outstanding Option, and the number of shares of Common Stock which have
      been authorized for issuance under the Plan but as to which no Options
      have yet been granted or which have been returned to the Plan upon
      cancellation or expiration of an option, as well as the price per share of
      Common Stock covered by each such outstanding Option, shall be
      proportionately adjusted for any increase or decrease in the number of
      issued shares of Common Stock resulting from a stock split, reverse stock
      split, stock dividend, combination or reclassification of the Common
      Stock, or any other increase or decrease in the number of issued shares of
      Common Stock effected without receipt of consideration by the Company;
      provided, however, that conversion of any convertible securities of the
      Company shall not be deemed to have been "effected without receipt of
      consideration." Such adjustment shall be made by the Board, whose
      determination in that respect shall be final, binding and conclusive.
      Except as expressly provided herein, no issuance by the Company of shares
      of stock of any class, or securities convertible into shares of stock of
      any class, shall affect, and no adjustment by reason thereof shall be made
      with respect to, the number or price of shares of Common Stock subject to
      an Option.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                Dissolution
      or Liquidation. In the event of the proposed dissolution or
      liquidation of the Company, the Committee shall notify each Participant as
      soon as practicable prior to the effective date of such proposed
      transaction. The Committee in its discretion may provide for a Participant
      to have the right to exercise his or her Option until ten (10) days prior
      to such transaction as to all of the Options covered thereby, including
      Shares as to which the Option would not otherwise be exercisable. In
      addition, the Committee may provide that any Company repurchase option
      applicable to any Shares purchased upon exercise of an Option shall lapse
      as to all such Shares, provided the proposed dissolution or liquidation
      takes place at the time and in the manner contemplated. To the extent it
      has not been previously exercised, an Option will terminate immediately
      prior to the consummation of such proposed
  action.

              


      

       

      
        
           

        

        
          7

          
            

          

        

        
           

        

      

       

      
        	
                 
      

              	
                (c)

              	
                Merger
      or Asset Sale. In the event of a merger of the Company with or into
      another corporation, or the sale of substantially all of the assets of the
      Company, each outstanding Option shall be assumed or an equivalent option
      or right substituted by the successor corporation or a Parent or
      Subsidiary of the successor corporation. In the event that the successor
      corporation refuses to assume or substitute for the Option, the
      Participant shall fully vest in and have the right to exercise the Option
      as to all of the Optioned Stock, including Shares as to which it would not
      otherwise be vested or exercisable. If an Option becomes fully vested and
      exercisable in lieu of assumption or substitution in the event of a merger
      or sale of assets, the Committee shall notify the Participant in writing
      or electronically that the Option shall be fully vested and exercisable
      for a period of fifteen (15) days from the date of such notice, and the
      Option shall terminate upon the expiration of such period. For the
      purposes of this paragraph, the Option shall be considered assumed if,
      following the merger or sale of assets, the option or right confers the
      right to purchase or receive, for each Share of Optioned Stock,
      immediately prior to the merger or sale of assets, the consideration
      (whether stock, cash, or other securities or property) received in the
      merger or sale of assets by holders of Common Stock for each Share held on
      the effective date of the transaction (and if holders were offered a
      choice of consideration, the type of consideration chosen by the holders
      of a majority of the outstanding Shares); provided, however, that if such
      consideration received in the merger or sale of assets is not solely
      common stock of the successor corporation or its Parent, the Committee
      may, with the consent of the successor corporation, provide for the
      consideration to be received upon the exercise of the Option, for each
      Share of Optioned Stock to be solely common stock of the successor
      corporation or its Parent equal in fair market value to the per share
      consideration received by holders of Common Stock in the merger or sale of
      assets.

              


      

       

      
        	
                6.7

              	
                Change in
      Control.  Unless otherwise provided by the Committee in
      the applicable Award Agreement, in the event of a Change in Control, all
      Options and Stock Appreciation Rights outstanding on the date of such
      Change in Control shall become immediately and fully
      exercisable.  The provisions of this Section 6.7 shall not
      be applicable to any Options or Stock Appreciation Rights granted to a
      Participant if any Change in Control results from such Participant’s
      beneficial ownership (within the meaning of Rule 13d-3 under the Exchange
      Act) of Common Stock or Company Voting
  Securities.

              


      

       

      ARTICLE
7.

       

      RESTRICTED
SHARES

       

      
        	
                7.1

              	
                Restricted
      Share Awards.  The Committee may grant to any Participant
      an Award of such number of shares of Common Stock on such terms,
      conditions and restrictions, whether based on performance standards,
      periods of service, retention by the Participant of ownership of purchased
      or designated shares of Common Stock or other criteria, as the Committee
      shall establish.  With respect to performance-based Awards of
      Restricted Shares intended to qualify for deductibility under Section
      162(m) of the Code, performance targets will include specified levels of
      one or more of operating income, return or investment, return on
      stockholders’ equity, earnings before interest, taxes, depreciation and
      amortization and/or earnings per share.  The terms of any
      Restricted Share Award granted under this Plan shall be set forth in an
      Award Agreement which shall contain provisions determined by the Committee
      and not inconsistent with this
Plan.

              


      

       

      
        	
                 
      

              	
                (a)

              	
                Issuance of
      Restricted Shares.  As soon as practicable after the Date
      of Grant of a Restricted Share Award by the Committee, the Company shall
      cause to be transferred on the books of the Company or its agent, shares
      of Common Stock, registered on behalf of the Participant, evidencing the
      Restricted Shares covered by the Award, subject to forfeiture to the
      Company as of the Date of Grant if an Award Agreement with respect to the
      Restricted Shares covered by the Award is not duly executed by the
      Participant and timely returned to the Company.  All shares of
      Common Stock covered by Awards under this Article VII shall be
      subject to the restrictions, terms and conditions contained in the Plan
      and the applicable Award Agreements entered into by the appropriate
      Participants.  Until the lapse or release of all restrictions
      applicable to an Award of Restricted Shares the share certificates
      representing such Restricted Shares may be held in custody by the Company,
      its designee, or, if the certificates bear a restrictive legend, by the
      Participant.  Upon the lapse or release of all restrictions with
      respect to an Award as described in Section 7.1(d), one or more share
      certificates, registered in the name of the Participant, for an
      appropriate number of shares as provided in Section 7.1(d), free of
      any restrictions set forth in the Plan and the related Award Agreement
      (however subject to any restrictions that may be imposed by law) shall be
      delivered to the Participant.

              


      

       

      
        
           

        

        
          8

          
            

          

        

        
           

        

      

       

      
        	
                 
      

              	
                (b)

              	
                Stockholder
      Rights.  Beginning on the Date of Grant of a Restricted
      Share Award and subject to execution of the related Award Agreement as
      provided in Section 7.1(a), and except as otherwise provided in such
      Award Agreement, the Participant shall become a stockholder of the Company
      with respect to all shares subject to the Award Agreement and shall have
      all of the rights of a stockholder, including, but not limited to, the
      right to vote such shares and the right to receive dividends; provided, however, that
      any shares of Common Stock distributed as a dividend or otherwise with
      respect to any Restricted Shares as to which the restrictions have not yet
      lapsed, shall be subject to the same restrictions as such Restricted
      Shares and held or restricted as provided in
      Section 7.1(a).

              


      

       

      
        	
                 
      

              	
                (c)

              	
                Restriction
      on Transferability.  None of the Restricted Shares may be
      assigned or transferred (other than by will or the laws of descent and
      distribution or to an inter vivos trust with
      respect to which the Participant is treated as the owner under Sections
      671 through 677 of the Code), pledged or sold prior to the lapse of the
      restrictions applicable thereto.

              


      

       

      
        	
                 
      

              	
                (d)

              	
                Delivery of
      Shares Upon Vesting.  Upon expiration or earlier
      termination of the forfeiture period without a forfeiture and the
      satisfaction of or release from any other conditions prescribed by the
      Committee, or at such earlier time as provided under the provisions of
      Section 7.3, the restrictions applicable to the Restricted Shares
      shall lapse.  As promptly as administratively feasible
      thereafter, subject to the requirements of Section 9.5, the Company
      shall deliver to the Participant or, in case of the Participant’s death,
      to the Participant’s Beneficiary, one or more share certificates for the
      appropriate number of shares of Common Stock, free of all such
      restrictions, except for any restrictions that may be imposed by
      law.

              


      

       

      
        	
                7.2

              	
                Terms
      of Restricted Shares.

              


      

       

      
        	
                 
      

              	
                (a)

              	
                Forfeiture
      of Restricted Shares.  Subject to Sections
      7.2(b) and 7.3, Restricted Shares shall be forfeited and returned to
      the Company and all rights of the Participant with respect to such
      Restricted Shares shall terminate unless the Participant continues in the
      service of the Company or a Subsidiary as an employee until the expiration
      of the forfeiture period for such Restricted Shares and satisfies any and
      all other conditions set forth in the Award Agreement.  The
      Committee shall determine the forfeiture period (which may, but need not,
      lapse in installments) and any other terms and conditions applicable with
      respect to any Restricted Share
Award.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                Waiver of
      Forfeiture Period.  Notwithstanding anything contained in
      this Article VII to the contrary, the Committee may, in its sole
      discretion, waive the forfeiture period and any other conditions set forth
      in any Award Agreement under appropriate circumstances (including the
      death, disability or Retirement of the Participant or a material change in
      circumstances arising after the date of an Award) and subject to such
      terms and conditions (including forfeiture of a proportionate number of
      the Restricted Shares) as the Committee shall deem
      appropriate.

              


      

       

      
        	
                7.3

              	
                Change in
      Control.  Unless otherwise provided by the Committee in
      the applicable Award Agreement, in the event of a Change in Control, all
      restrictions applicable to the Restricted Share Award shall terminate
      fully and the Participant shall immediately have the right to the delivery
      of share certificates for such shares in accordance with
      Section 7.1(d).

              


      

       

      ARTICLE
8.

       

      PERFORMANCE
AWARDS

       

      
        	
                8.1

              	
                Performance
      Awards.

              


      

       

      
        	
                 
      

              	
                (a)

              	
                Award
      Periods and Calculations of Potential Incentive
      Amounts.  The Committee may grant Performance Awards to
      Participants.  A Performance Award shall consist of the right to
      receive a payment (measured by the Fair Market Value of a specified number
      of shares of Common Stock, increases in such Fair Market Value during the
      Award Period and/or a fixed cash amount) contingent upon the extent to
      which certain predetermined performance targets have been met during an
      Award Period.  Performance Awards may be made in conjunction
      with, or in addition to, Restricted Share Awards made under
      Article VII.  The Award Period shall be two or more fiscal
      or calendar years as determined by the Committee.  The
      Committee, in its discretion and under such terms as it deems appropriate,
      may permit newly eligible employees, such as those who are promoted or
      newly hired, to receive Performance Awards after an Award Period has
      commenced.

              


      

       

      
        
           

        

        
          9

          
            

          

        

        
           

        

      

       

      
        	
                 
      

              	
                (b)

              	
                Performance
      Targets.  The performance targets may include such goals
      related to the performance of the Company and/or the performance of a
      Participant as may be established by the Committee in its
      discretion.  In the case of Performance Awards intended to
      qualify for deductibility under Section 162(m) of the Code, the targets
      will include specified levels of one or more of operating income, return
      on investment, return on stockholders’ equity, earnings before interest,
      taxes, depreciation and amortization and/or earnings per
      share.  The performance targets established by the Committee may
      vary for different Award Periods and need not be the same for each
      Participant receiving a Performance Award in an Award
      Period.  Except to the extent inconsistent with the
      performance-based compensation exception under Section 162(m) of the
      Code, in the case of Performance Awards granted to employees to whom such
      section is applicable, the Committee, in its discretion, but only under
      extraordinary circumstances as determined by the Committee, may change any
      prior determination of performance targets for any Award Period at any
      time prior to the final determination of the value of a related
      Performance Award when events or transactions occur to cause such
      performance targets to be an inappropriate measure of
      achievement.

              


      

       

      
        	
                 
      

              	
                (c)

              	
                Earning
      Performance Awards.  The Committee, on or as soon as
      practicable after the Date of Grant, shall prescribe a formula to
      determine the percentage of the applicable Performance Award to be earned
      based upon the degree of attainment of performance
  targets.

              


      

       

      
        	
                 
      

              	
                (d)

              	
                Payment of
      Earned Performance Awards.  Payments of earned
      Performance Awards shall be made in cash or shares of Common Stock or a
      combination of cash and shares of Common Stock, in the discretion of the
      Committee.  The Committee, in its sole discretion, may provide
      such terms and conditions with respect to the payment of earned
      Performance Awards as it may deem
desirable.

              


      

       

      
        	
                8.2

              	
                Terms
      of Performance Awards.

              


      

       

      
        	
                 
      

              	
                (a)

              	
                Termination
      of Employment.  Unless otherwise provided below or in
      Section 8.3, in the case of a Participant’s Termination of Employment
      prior to the end of an Award Period, the Participant will not have earned
      any Performance Awards for that Award
Period.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                Retirement.  If
      a Participant’s Termination of Employment is because of Retirement prior
      to the end of an Award Period, the Participant will not be paid any
      Performance Award, unless the Committee, in its sole and exclusive
      discretion, determines that an Award should be paid.  In such a
      case, the Participant shall be entitled to receive a pro-rata portion of
      his or her Award as determined under subsection (d) of this Section
      8.2.

              


      

       

      
        	
                 
      

              	
                (c)

              	
                Death or
      Disability.  If a Participant’s Termination of Employment
      is due to death or to disability (as determined in the sole and exclusive
      discretion of the Committee) prior to the end of an Award Period, the
      Participant or the Participant’s personal representative shall be entitled
      to receive a pro-rata share of his or her Award as determined under
      subsection (d) of this Section 8.2.

              


      

       

      
        	
                 
      

              	
                (d)

              	
                Pro-Rata
      Payment.  The amount of any payment to be made to a
      Participant whose employment is terminated by Retirement, death or
      disability (under the circumstances described in subsections (b) and (c))
      will be the amount determined by multiplying (i) the amount of the
      Performance Award that would have been earned through the end of the Award
      Period had such employment not been terminated by (ii) a fraction,
      the numerator of which is the number of whole months such Participant was
      employed during the Award Period, and the denominator of which is the
      total number of months of the Award Period.  Any such payment
      made to a Participant whose employment is terminated prior to the end of
      an Award Period shall be made at the end of such Award Period, unless
      otherwise determined by the Committee in its sole
      discretion.  Any partial payment previously made or credited to
      a deferred account for the benefit of a Participant in accordance with
      Section 8.1(d) of the Plan shall be subtracted from the amount
      otherwise determined as payable as provided in this Section
      8.2(d).

              


      

       

      
        	
                 
      

              	
                (e)

              	
                Other
      Events.  Notwithstanding anything to the contrary in this
      Article VIII, the Committee may, in its sole and exclusive
      discretion, determine to pay all or any portion of a Performance Award to
      a Participant who has terminated employment prior to the end of an Award
      Period under certain circumstances (including the death, disability or
      Retirement of the Participant or a material change in circumstances
      arising after the Date of Grant), subject to such terms and conditions as
      the Committee shall deem
appropriate.

              


      

       

      
        
           

        

        
          10

          
            

          

        

        
           

        

      

       

      
        	
                8.3

              	
                Change in
      Control.  Unless otherwise provided by the Committee in
      the applicable Award Agreement, in the event of a Change in Control, all
      Performance Awards for all Award Periods shall immediately become fully
      payable to all Participants and shall be paid to Participants within
      thirty (30) days after such Change in
Control.

              


      

       

      ARTICLE
9.

       

      TERMS
APPLICABLE TO ALL AWARDS GRANTED UNDER THE PLAN

       

      
        	
                9.1

              	
                Plan
      Provisions Control Award Terms.  The terms of the Plan
      shall govern all Awards granted under the Plan, and in no event shall the
      Committee have the power to grant any Award under the Plan the terms of
      which are contrary to any of the provisions of the Plan.  In the
      event any provision of any Award granted under the Plan shall conflict
      with any term in the Plan as constituted on the Date of Grant of such
      Award, the term in the Plan as constituted on the Date of Grant of such
      Award shall control.  Except as provided in Section 9.3 and
      Section 9.7, the terms of any Award granted under the Plan may not be
      changed after the Date of Grant of such Award so as to materially decrease
      the value of the Award without the express written approval of the
      holder.

              


      

       

      
        	
                9.2

              	
                Award
      Agreement.  No person shall have any rights under any
      Award granted under the Plan unless and until the Company and the
      Participant to whom such Award shall have been granted shall have executed
      and delivered an Award Agreement or the Participant shall have received
      and acknowledged notice of the Award authorized by the Committee expressly
      granting the Award to such person and containing provisions setting forth
      the terms of the Award.

              


      

       

      
        	
                9.3

              	
                Modification
      of Award After Grant.  No Award granted under the Plan to
      a Participant may be modified (unless such modification does not
      materially decrease the value of that Award) after its Date of Grant
      except by express written agreement between the Company and such
      Participant, provided that any such change (a) may not be
      inconsistent with the terms of the Plan, and (b) shall be approved by
      the Committee.

              


      

       

      
        	
                9.4

              	
                Limitation
      on Transfer.  Except as provided in Section 7.1(c)
      in the case of Restricted Shares, a Participant’s rights and interest
      under the Plan may not be assigned or transferred other than by will or
      the laws of descent and distribution and, during the lifetime of a
      Participant, only the Participant personally (or the Participant’s
      personal representative) may exercise rights under the
      Plan.  The Participant’s Beneficiary may exercise the
      Participant’s rights to the extent they are exercisable under the Plan
      following the death of the Participant.  Notwithstanding the
      foregoing, the Committee may grant Non-Qualified Stock Options that are
      transferable, without payment of consideration, to immediate family
      members of the Participant or to trusts or partnerships for such family
      members, and the Committee may also amend outstanding Non-Qualified Stock
      Options to provide for such
transferability.

              


      

       

      
        	
                9.5

              	
                Taxes.  The
      Company shall be entitled, if the Committee deems it necessary or
      desirable, to withhold (or secure payment from the Participant in lieu of
      withholding) the amount of any withholding or other tax required by law to
      be withheld or paid by the Company with respect to any amount payable
      and/or shares issuable under such Participant’s Award or with respect to
      any income recognized upon a disqualifying disposition of shares received
      pursuant to the exercise of an Incentive Stock Option, and the Company may
      defer payment of cash or issuance of shares upon exercise or vesting of an
      Award unless indemnified to its satisfaction against any liability for any
      such tax.  The amount of such withholding or tax payment shall
      be determined by the Committee and shall be payable by the Participant at
      such time as the Committee determines in accordance with the following
      rules:

              


      

       

      
        	
                 
      

              	
                (a)

              	
                The
      Participant shall have the right to elect to meet his or her withholding
      requirement (i) by having withheld from such Award at the appropriate
      time that number of shares of Common Stock, rounded up to the next whole
      share, the Fair Market Value of which is equal to the amount of
      withholding taxes due, (ii) by direct payment to the Company in cash
      of the amount of any taxes required to be withheld with respect to such
      Award or (iii) by a combination of withholding such shares and paying
      cash.

              


      

       

      
        
           

        

        
          11

          
            

          

        

        
           

        

      

       

      
        	
                 
      

              	
                (b)

              	
                The
      Committee shall have the discretion as to any Award to cause the Company
      to pay to tax authorities for the benefit of the applicable Participant,
      or to reimburse such Participant for, the individual taxes which are due
      on the grant, exercise or vesting of any Award or the lapse of any
      restriction on any Award (whether by reason of such Participant’s filing
      of an election under Section 83(b) of the Code or otherwise),
      including, but not limited to, Federal income tax, state income tax, local
      income tax and excise tax under Section 4999 of the Code, as well as
      for any such taxes as may be imposed upon such tax payment or
      reimbursement.

              


      

       

      
        	
                 
      

              	
                (c)

              	
                In
      the case of Participants who are subject to Section 16 of the Exchange
      Act, the Committee may impose such limitations and restrictions as it
      deems necessary or appropriate with respect to the delivery or withholding
      of shares of Common Stock to meet tax withholding
    obligations.

              


      

       

      
        	
                9.6

              	
                Surrender
      of Awards.  Any Award granted under the Plan may be
      surrendered to the Company for cancellation on such terms as the Committee
      and the Participant approve.

              


      

       

      
        	
                9.7

              	
                Adjustments
      to Reflect Capital Changes.

              


      

       

      
        	
                 
      

              	
                (a)

              	
                Recapitalization.  The
      number and kind of shares subject to outstanding Awards, the Purchase
      Price or Exercise Price for such shares, the number and kind of shares
      available for Awards subsequently granted under the Plan and the maximum
      number of shares in respect of which Awards can be made to any Participant
      in any calendar year shall be appropriately adjusted to reflect any stock
      dividend, stock split, combination or exchange of shares, merger,
      consolidation or other change in capitalization with a similar substantive
      effect upon the Plan or the Awards granted under the Plan.  The
      Committee shall have the power and sole discretion to determine the amount
      of the adjustment to be made in each
case.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                Merger.  After
      any Merger in which the Company is the surviving corporation, each
      Participant shall, at no additional cost, be entitled upon any exercise of
      an Option or receipt of any other Award to receive (subject to any
      required action by stockholders), in lieu of the number of shares of
      Common Stock receivable or exercisable pursuant to such Award prior to
      such Merger, the number and class of shares or other securities to which
      such Participant would have been entitled pursuant to the terms of the
      Merger if, at the time of the Merger, such Participant had been the holder
      of record of a number of shares of Common Stock equal to the number of
      shares of Common Stock receivable or exercisable pursuant to such
      Award.  Comparable rights shall accrue to each Participant in
      the event of successive Mergers of the character described
      above.  In the event of a Merger in which the Company is not the
      surviving corporation, the surviving, continuing, successor or purchasing
      corporation, as the case may be (the “Acquiring
      Corporation”), will either assume the Company’s rights and
      obligations under outstanding Award Agreements or substitute awards in
      respect of the Acquiring Corporation’s stock for outstanding Awards, provided, however,
      that if the Acquiring Corporation does not assume or substitute for
      such outstanding Awards, the Board shall provide prior to the Merger that
      any unexercisable and/or unvested portion of the outstanding Awards shall
      be immediately exercisable and vested as of a date prior to such merger or
      consolidation, as the Board so determines.  The exercise and/or
      vesting of any Award that was permissible solely by reason of this Section
      9.7(b) shall be conditioned upon the consummation of the
      Merger.  Any Options which are neither assumed by the Acquiring
      Corporation not exercised as of the date of the Merger shall terminate
      effective as of the effective date of the
  Merger.

              


      

       

      
        	
                 
      

              	
                (c)

              	
                Options to
      Purchase Shares or Stock of Acquired Companies.  After
      any merger in which the Company or a Subsidiary shall be a surviving
      corporation, the Committee may grant substituted options under the
      provisions of the Plan, pursuant to Section 424 of the Code,
      replacing old options granted under a plan of another party to the merger
      whose shares of stock subject to the old options may no longer be issued
      following the merger.  The manner of application of the
      foregoing provisions to such options and any appropriate adjustments shall
      be determined by the Committee in its sole discretion.  Any such
      adjustments may provide for the elimination of any fractional shares which
      might otherwise become subject to any
Options.

              


      

       

      
        	
                9.8

              	
                No Right to
      Employment.  No employee or other person shall have any
      claim of right to be granted an Award under the Plan.  Neither
      the Plan nor any action taken hereunder shall be construed as giving any
      employee any right to be retained in the employ of the Company or any of
      its Subsidiaries.

              


      

       

      
        	
                9.9

              	
                Awards Not
      Includable for Benefit Purposes.  Payments received by a
      Participant pursuant to the provisions of the Plan shall not be included
      in the determination of benefits under any pension, group insurance or
      other benefit plan applicable to the Participant which is maintained by
      the Company or any of its Subsidiaries, except as may be provided under
      the terms of such plans or determined by the
  Board.

              


      

       

      
        
           

        

        
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                9.10

              	
                Governing
      Law.  All determinations made and actions taken pursuant
      to the Plan shall be governed by the laws of the State of Nevada, other
      than the conflict of law provisions thereof, and construed in accordance
      therewith.

              


      

       

      
        	
                9.11

              	
                No Strict
      Construction.  No rule of strict construction shall be
      implied against the Company, the Committee or any other person in the
      interpretation of any of the terms of the Plan, any Award granted under
      the Plan or any rule or procedure established by the
      Committee.

              


      

       

      
        	
                9.12

              	
                Captions.  The
      captions (i.e., all Section headings) used in the Plan are for convenience
      only, do not constitute a part of the Plan, and shall not be deemed to
      limit, characterize or affect in any way any provisions of the Plan, and
      all provisions of the Plan shall be construed as if no captions had been
      used in the Plan.

              


      

       

      
        	
                9.13

              	
                Severability.  Whenever
      possible, each provision in the Plan and every Award at any time granted
      under the Plan shall be interpreted in such manner as to be effective and
      valid under applicable law, but if any provision of the Plan or any Award
      at any time granted under the Plan shall be held to be prohibited by or
      invalid under applicable law, then (a) such provision shall be deemed
      amended to accomplish the objectives of the provision as originally
      written to the fullest extent permitted by law and (b) all other
      provisions of the Plan, such Award and every other Award at any time
      granted under the Plan shall remain in full force and
    effect.

              


      

       

      
        	
                9.14

              	
                Amendment
      and Termination.

              


      

       

      
        	
                 
      

              	
                (a)

              	
                Amendment.  The
      Board shall have complete power and authority to amend the Plan at any
      time without the authorization or approval of the Company’s stockholders,
      unless the amendment (i) materially increases the benefits accruing to
      Participants under the Plan, (ii) materially increases the aggregate
      number of securities that may be issued under the Plan or (iii) materially
      modifies the requirements as to eligibility for participation in the Plan,
      but in each case only to the extent then required by the Code or
      applicable law, or deemed necessary or advisable by the
      Board.  No termination or amendment of the Plan may, without the
      consent of the Participant to whom any Award shall theretofore have been
      granted under the Plan, materially adversely affect the right of such
      individual under such Award.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                Termination.  The
      Board shall have the right and the power to terminate the Plan at any
      time.  No Award shall be granted under the Plan after the
      termination of the Plan, but the termination of the Plan shall not have
      any other effect and any Award outstanding at the time of the termination
      of the Plan may be exercised after termination of the Plan at any time
      prior to the expiration date of such Award to the same extent such Award
      would have been exercisable had the Plan not been
    terminated.

              


      

       

       

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