ibiis820100208ex4-c.htm


    
      

      

    

    EXHIBIT
4(c)

     

    

      ISLAND
BREEZE INTERNATIONAL, INC.

      


      2009
STOCK INCENTIVE PLAN

      


      1.     
       Purposes of the
Plan.

      


      The
purposes of this Stock Incentive Plan are to attract and retain the best
available personnel, to provide additional incentive to Employees, Directors and
Consultants and to promote the success of the Company’s business.

      


      2.      
      Definitions.

      


      As used
herein, the following definitions shall apply:

      


      (a)     
      “Administrator” means the Board or any
Committee appointed to administer the Plan.

      


      (b)     
      “Affiliate” and “Associate” shall have the
respective meanings ascribed to such terms in Rule 12b-2 promulgated under the
Exchange Act.

      


      (c)   
        “Applicable Laws” means the
legal requirements relating to the administration of stock incentive plans, if
any, under applicable provisions of federal securities laws, state corporate and
securities laws, the Code, the rules of any applicable stock exchange or
national market system, and the rules of any foreign jurisdiction applicable to
Awards granted to residents therein.

      


      (d)      
     “Award” means the grant of an Option, SAR,
Dividend Equivalent Right, Restricted Stock, Performance Unit, Performance
Share, Common Stock, or other right or benefit under the Plan.

      


      (e)     
      “Award Agreement” means the written
agreement evidencing the grant of an Award executed by the Company and the
Grantee, including any amendments thereto.

      


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

      


      (g)      
     “Cause” means, with respect to the termination by
the Company or a Related Entity of the Grantee’s Continuous Service, that such
termination is for “Cause” as such term is expressly defined in a then-effective
written agreement between the Grantee and the Company or such Related Entity, or
in the absence of such then-effective written agreement and definition, is based
on, in the determination of the Administrator, the Grantee’s:

      


      (i)      
      refusal or failure to act in accordance with
any specific, lawful direction or order of the Company or a Related
Entity;

      


      (ii)      
     unfitness or unavailability for service or
unsatisfactory performance (other than as a result of
Disability);


      
        
           


        

        
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      (iii)   
        performance of any act or
failure to perform any act, in bad faith and to the detriment of the Company or
a Related Entity;

      


      (iv)           dishonesty,
intentional misconduct or material breach of any agreement with the Company or a
Related Entity; or

      


      (v)    
       commission of a crime involving
dishonesty, breach of trust, or physical or emotional harm to any
person.

      


      (h)           “Code”
means the Internal Revenue Code of 1986, as amended.

      


      (i)     
      “Committee” means any committee appointed by
the Board to administer the Plan.

      


      (j)    
       “Common Stock” means the Class A
Common Stock of the Company.

      


      (k)     
      “Company” means Island Breeze International,
Inc., a Delaware corporation.

      


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

      


      (m)           “Continuous
Service” means that the provision of services to the Company or a Related Entity
in any capacity of Employee, Director or Consultant, is not interrupted or
terminated.  Continuous Service shall not be considered interrupted in
the case of (i) any leave of absence approved by the Company or Related
Entity, (ii) transfers between locations of the Company or among the
Company, any Related Entity, or any successor, in any capacity of Employee,
Director or Consultant, or (iii) any change in status as long as the
individual remains in the service of the Company or a Related Entity in any
capacity of Employee, Director or Consultant (except as otherwise provided in
the Award Agreement).  For purposes of Incentive Stock Options, no
such approved leave of absence may exceed ninety (90) days, unless re-employment
upon expiration of such leave is guaranteed by statute or contract.

      


      (n)   
        “Corporate Transaction” means
any of the following transactions:

      


      (i)       
    a merger or consolidation in which the Company is not
the surviving entity, except for a transaction the principal purpose of which is
to change the state in which the Company is incorporated;

      


      (ii)      
     the sale, transfer or other disposition of all or
substantially all of the assets of the Company (including the capital stock of
the Company’s subsidiary corporations) in connection with the complete
liquidation or dissolution of the Company;


      
        
           


        

        
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      (iii)           any
reverse merger in which the Company is the surviving entity but in which
securities possessing more than eighty percent (80%) of the total combined
voting power of the Company’s outstanding securities are transferred to a person
or persons different from those who held such securities immediately prior to
such merger; or

      


      (iv)           an
acquisition by any person or related group of persons (other than the Company or
by a Company-sponsored employee benefit plan) of beneficial ownership (within
the meaning of Rule 13d-3 of the Exchange Act) of securities possessing more
than eighty percent (80%) of the total combined voting power of the Company’s
outstanding voting securities, but excluding any such transaction that the
Administrator, in its sole and absolute discretion determines shall not be a
Corporate Transaction.

      


      (o)    
       “Director” means a member of the Board
or the board of directors of any Related Entity.

      


      (p)     
      “Disability” means that a Grantee is
permanently unable to carry out the responsibilities and functions of the
position held by the Grantee by reason of any medically determinable physical or
mental impairment.  A Grantee will not be considered to have incurred
a Disability unless he or she furnishes proof of such impairment sufficient to
satisfy the Administrator in its discretion.

      


      (q)      
     “Dividend Equivalent Right” means a right
entitling the Grantee to compensation measured by dividends paid with respect to
Common Stock.

      


      (r)         
  “Employee” means any person, including an Officer or Director, who
is an employee of the Company or any Related Entity.  The payment of a
director’s fee by the Company or a Related Entity shall not be sufficient to
constitute “employment” by the Company.

      


      (s)
           “Exchange Act”
means the Securities Exchange Act of 1934, as amended.

      


      (t)   
        “Fair Market Value” means, as of
any date, the value of Common Stock determined as follows:

      


      (i)   
        Where there exists a public
market for the Common Stock, the Fair Market Value shall be (A) the closing
price for a Share for the last market trading day prior to the time of the
determination (or, if no closing price was reported on that date, on the last
trading date on which a closing price was reported) on the stock exchange
determined by the Administrator to be the primary market for the Common Stock or
the Nasdaq National Market, whichever is applicable or (B) if the Common Stock
is not traded on any such exchange or national market system, the average of the
closing bid and asked prices of a share on the Nasdaq Small Cap Market for the
day prior to the time of the determination (or, if no such prices were reported
on that date, on the last date on which such prices were reported), in each
case, as reported in The Wall Street Journal or such other source as the
Administrator deems reliable; or


      
        
           


        

        
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      (ii)           In
the absence of an established market for the Common Stock of the type described
in subparagraph (i), above, the Fair Market Value shall be determined by the
Administrator in good faith.

      


      (u)  
         “Grantee” means an
Employee, Director or Consultant who receives an Award pursuant to an Award
Agreement under the Plan.

      


      (v)        
   “Incentive Stock Option” means an Option intended to qualify
as an incentive stock option within the meaning of Section 422 of the
Code.

      


      (w)           “Non-Qualified
Stock Option” means an Option not intended to qualify as an Incentive Stock
Option.

      


      (x)       
    “Officer” means a person who is an officer of the
Company or a Related Entity within the meaning of Section 16 of the Exchange Act
and the rules and regulations promulgated thereunder.

      


      (y)    
       “Option” means an option to purchase
Shares pursuant to an Award Agreement granted under the Plan.

      


      (z)    
       “Parent” means a “parent corporation”,
whether now or hereafter existing, as defined in Section 424(e) of the
Code.

      


      (aa)          “Performance
Shares” means Shares or an Award denominated in Shares which may be earned in
whole or in part upon attainment of performance criteria established by the
Administrator.

      


      (bb)          “Performance
Units” means an Award which may be earned in whole or in part upon attainment of
performance criteria established by the Administrator and which may be settled
for cash, Shares or other securities or a combination of cash, Shares or other
securities as established by the Administrator.

      


      (cc)          “Plan”
means this 2009 Stock Incentive Plan.

      


      
        (dd)        
“Registration
Date” means the first to occur of:

      

      


      (i) 
          the closing of the
first sale to the general public of (A) the Common Stock or (B) the same class
of securities of a successor corporation (or its Parent) issued pursuant to a
Corporate Transaction in exchange for or in substitution of the Common Stock,
pursuant to a registration statement filed with and declared effective by the
Securities and Exchange Commission under the Securities Act of 1933, as amended;
and

      


      (ii)           in
the event of a Corporate Transaction, the date of the consummation of the
Corporate Transaction if the same class of securities of the successor
corporation (or its Parent) issuable in such Corporate Transaction shall have
been sold to the general public pursuant to a registration statement filed with
and declared effective by, on or prior to the date of consummation of such
Corporate Transaction, the Securities and Exchange Commission under the
Securities Act of 1933, as amended.


      
        
           


        

        
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      (ee)          “Related
Entity” means any Parent, Subsidiary and any business, corporation, partnership,
limited liability company or other entity in which the Company, a Parent or a
Subsidiary holds a substantial ownership interest, directly or
indirectly.

      


      (ff)           “Restricted
Stock” means Shares issued under the Plan to the Grantee for such consideration,
if any, and subject to such restrictions on transfer, rights of first refusal,
repurchase provisions, forfeiture provisions, and other terms and conditions as
established by the Administrator.

      


      (gg)          “Rule
16b-3” means Rule 16b-3 promulgated under the Exchange Act or any successor
thereto.

      


      (hh)          “SAR”
means a stock appreciation right entitling the Grantee to Shares or cash
compensation, as established by the Administrator, measured by appreciation in
the value of Common Stock.

      


      (ii)      
     “Share” means a share of the Common
Stock.

      


      (jj)       
    “Subsidiary” means a “subsidiary corporation”, whether
now or hereafter existing, as defined in Section 424(f) of the
Code.

      


      (kk)          “Related
Entity Disposition” means the sale, distribution or other disposition by the
Company of all or substantially all of the Company’s interests in any Related
Entity effected by a sale, merger or consolidation or other transaction
involving that Related Entity or the sale of all or substantially all of the
assets of that Related Entity.

      


      3.         
   Stock Subject to the
Plan.

      


      (a)           Subject
to the provisions of Section 10, below, the maximum aggregate number of Shares
which may be issued pursuant to all Awards (including Incentive Stock Options)
is  Shares.  The Shares to be issued pursuant to Awards may
be authorized, but unissued, or reacquired Common Stock.

      


      (b)           Any
Shares covered by an Award (or portion of an Award) which is forfeited or
canceled, expires or is settled in cash, shall be deemed not to have been issued
for purposes of determining the maximum aggregate number of Shares which may be
issued under the Plan.  If any unissued Shares are retained by the
Company upon exercise of an Award in order to satisfy the exercise price for
such Award or any withholding taxes due with respect to such Award, such
retained Shares subject to such Award shall become available for future issuance
under the Plan (unless the Plan has terminated).  Shares that actually
have been issued under the Plan pursuant to an Award shall not be returned to
the Plan and shall not become available for future issuance under the Plan,
except that if unvested Shares are forfeited, or repurchased by the Company at
their original purchase price, such Shares shall become available for future
grant under the Plan.


      
        
           


        

        
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      4. 
           Administration of the
Plan.

      


      (a)           Plan
Administrator.

      


      (i)    
       Administration with Respect to
Directors and Officers.  With respect to grants of Awards to
Directors or Employees who are also Officers or Directors of the Company, the
Plan shall be administered by (A) the Board or (B) a Committee designated by the
Board, which Committee shall be constituted in such a manner as to satisfy the
Applicable Laws and to permit such grants and related transactions under the
Plan to be exempt from Section 16(b) of the Exchange Act in accordance with Rule
16b-3.  Once appointed, such Committee shall continue to serve in its
designated capacity until otherwise directed by the Board.

      


      (ii)    
       Administration With Respect to
Consultants and Other Employees.  With respect to grants of
Awards to Employees or Consultants who are neither Directors nor Officers of the
Company, the Plan shall be administered by (A) the Board or (B) a Committee
designated by the Board, which Committee shall be constituted in such a manner
as to satisfy the Applicable Laws.  Once appointed, such Committee
shall continue to serve in its designated capacity until otherwise directed by
the Board.  The Board may authorize one or more Officers to grant such
Awards and may limit such authority as the Board determines from time to
time.  Except for the power to amend the Plan as provided in Section
13 and except for determinations regarding Employees who are subject to Section
16 of the Exchange Act or certain key Employees who are, or may become, as
determined by the Board or the Committee, subject to Section 162(m) of the Code
compensation deductibility limit, and except as may otherwise be required under
applicable stock exchange rules, the Board or the Committee may delegate any or
all of its duties, powers and authority under the Plan pursuant to such
conditions or limitations as the Board of the Committee may establish to any
Officer or Officers of the Company

      


      (iii)           Administration
Errors.  In the event an Award is granted in a manner
inconsistent with the provisions of this subsection, such Award shall be
presumptively valid as of its grant date to the extent permitted by Applicable
Laws.

      


      (b)           Powers of the
Administrator.  Subject to Applicable Laws and the provisions
of the Plan (including any other powers given to the Administrator hereunder),
and except as otherwise provided by the Board, the Administrator shall have the
authority, in its discretion:

      


      (i)       
     to select the Employees, Directors and Consultants to
whom Awards may be granted from time to time hereunder;

       

      (ii)           
to determine whether and to what extent Awards are granted hereunder;

       


      (iii)       
   to determine the number of Shares or the amount of other
consideration to be covered by each Award granted hereunder;


      
        
           


        

        
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      (iv)    
      to approve forms of Award Agreements for use
under the Plan;

      


      (v)      
     to determine the terms and conditions of any Award
granted hereunder;

       

      (vi)           to
amend the terms of any outstanding Award granted under the Plan, provided that
any amendment that would adversely affect the Grantee’s rights under an
outstanding Award shall not be made without the Grantee’s written
consent;

      


      (vii)         to
construe and interpret the terms of the Plan and Awards granted pursuant to the
Plan, including without limitation, any notice of Award or Award Agreement,
granted pursuant to the Plan;

      


      (viii)        to
establish additional terms, conditions, rules or procedures to accommodate the
rules or laws of applicable foreign jurisdictions and to afford Grantees
favorable treatment under such laws; provided, however, that no Award shall be
granted under any such additional terms, conditions, rules or procedures with
terms or conditions which are inconsistent with the provisions of the Plan;
and

      


      (ix)           to
take such other action, not inconsistent with the terms of the Plan, as the
Administrator deems appropriate.

      


      (c)         
  Effect of
Administrator’s Decision.  All decisions, determinations and
interpretations of the Administrator shall be conclusive and binding on all
persons.

      


      5.      
      Eligibility, Awards other
than Incentive Stock Options may be granted to Employees, Directors and
Consultants.  Incentive Stock Options may be granted only to
Employees of the Company, a Parent or a Subsidiary.  An Employee,
Director or Consultant who has been granted an Award may, if otherwise eligible,
be granted additional Awards.  Awards may be granted to such
Employees, Directors or Consultants who are residing in foreign jurisdictions as
the Administrator may determine from time to time.

      


      6.       
     Terms and Conditions of
Awards.

      


      (a)    
       Type of
Awards.  The Administrator is authorized under the Plan to
award any type of arrangement to an Employee, Director or Consultant that is not
inconsistent with the provisions of the Plan and that by its terms involves or
might involve the issuance of (i) Shares, (ii) an Option, a SAR or
similar right with a fixed or variable price related to the Fair Market Value of
the Shares and with an exercise or conversion privilege related to the passage
of time, the occurrence of one or more events, or the satisfaction of
performance criteria or other conditions, or (iii) any other security with
the value derived from the value of the Shares.  Such awards include,
without limitation, Common Stock, Options, SARs, sales or bonuses of Restricted
Stock, Dividend Equivalent Rights, Performance Units or Performance Shares, and
an Award may consist of one such security or benefit, or two (2) or more of them
in any combination or alternative.


      
        
           


        

        
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      (b)           Designation of
Award.  Each Award shall be designated in the Award
Agreement.  In the case of an Option, the Option shall be designated
as either an Incentive Stock Option or a Non-Qualified Stock
Option.  However, notwithstanding such designation, to the extent that
the aggregate Fair Market Value of Shares subject to Options designated as
Incentive Stock Options which become exercisable for the first time by a Grantee
during any calendar year (under all plans of the Company or any Parent or
Subsidiary) exceeds $100,000, such excess Options, to the extent of the Shares
covered thereby in excess of the foregoing limitation, shall be treated as
Non-Qualified Stock Options.  For this purpose, Incentive Stock
Options shall be taken into account in the order in which they were granted, and
the Fair Market Value of the Shares shall be determined as of the date the
Option with respect to such Shares is granted.

      


      (c)           Conditions of
Award.  Subject to the terms of the Plan, the Administrator
shall determine the provisions, terms, and conditions of each Award including,
but not limited to, the Award vesting schedule, repurchase provisions, rights of
first refusal, forfeiture provisions, form of payment (cash, Shares, or other
consideration) upon settlement of the Award, payment contingencies, and
satisfaction of any performance criteria.  The performance criteria
established by the Administrator may be based on any one of, or combination of,
increase in share price, earnings per share, total stockholder return, return on
equity, return on assets, return on investment, net operating income, cash flow,
revenue, economic value added, personal management objectives, or other measure
of performance selected by the Administrator.  Partial achievement of
the specified criteria may result in a payment or vesting corresponding to the
degree of achievement as specified in the Award Agreement.

      


      (d)           Acquisitions and Other
Transactions.  The Administrator may issue Awards under the
Plan in settlement, assumption or substitution for, outstanding awards or
obligations to grant future awards in connection with the Company or a Related
Entity acquiring another entity, an interest in another entity or an additional
interest in a Related Entity whether by merger, stock purchase, asset purchase
or other form of transaction.

      


      (e)           Deferral of Award
Payment.  The Administrator may establish one or more programs
under the Plan to permit selected Grantees the opportunity to elect to defer
receipt of consideration upon exercise of an Award, satisfaction of performance
criteria, or other event that absent the election would entitle the Grantee to
payment or receipt of Shares or other consideration under an
Award.  The Administrator may establish the election procedures, the
timing of such elections, the mechanisms for payments of, and accrual of
interest or other earnings, if any, on amounts, Shares or other consideration so
deferred, and such other terms, conditions, rules and procedures that the
Administrator deems advisable for the administration of any such deferral
program.

      


      (f)           Award Exchange
Programs.  The Administrator may establish one or more programs
under the Plan to permit selected Grantees to exchange an Award under the Plan
for one or more other types of Awards under the Plan on such terms and
conditions as determined by the Administrator from time to time.

      


      (g)           Separate
Programs.  The Administrator may establish one or more separate
programs under the Plan for the purpose of issuing particular forms of Awards to
one or more classes of Grantees on such terms and conditions as determined by
the Administrator from time to time.


      
        
           


        

        
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      (h)           Early
Exercise.  The Award Agreement may, but need not, include a
provision whereby the Grantee may elect at any time while an Employee, Director
or Consultant to exercise any part or all of the Award prior to full vesting of
the Award.  Any unvested Shares received pursuant to such exercise may
be subject to a repurchase right in favor of the Company or a Related Entity or
to any other restriction the Administrator determines to be
appropriate.

      


      (i)     
      Term of
Award.  The term of each Award shall be the term stated in the
Award Agreement, provided, however, that the term of an Incentive Stock Option
shall be no more than ten (10) years from the date of grant
thereof.  However, in the case of an Incentive Stock Option granted to
a Grantee who, at the time the Option is granted, owns stock representing more
than ten percent (10%) of the voting power of all classes of stock of the
Company or any Parent or Subsidiary, the term of the Incentive Stock Option
shall be five (5) years from the date of grant thereof or such shorter term as
may be provided in the Award Agreement.

      


      (j)      
     Transferability of
Awards.  Except as otherwise provided in this Section, all
Awards under the Plan shall be nontransferable and shall not be assignable,
alienable, saleable or otherwise transferable by the Grantee other than by will
or the laws of descent and distribution except pursuant to a domestic relations
order entered by a court of competent jurisdiction.  Notwithstanding
the preceding sentence, the Board or the Committee may provide that any Award of
Non-Qualified Stock Options may be transferable by the recipient to family
members or family trusts established by the Grantee.  The Board or the
Committee may also provide that, in the event that a Grantee terminates
employment with the Company to assume a position with a governmental,
charitable, educational or similar non-profit institution, a third party,
including but not limited to a “blind” trust, may be authorized by the Board or
the Committee to act on behalf of and for the benefit of the respective Grantee
with respect to any outstanding Awards.  Except as otherwise provided
in this Section, during the life of the Grantee, Awards under the Plan shall be
exercisable only by him or her except as otherwise determined by the Board or
the Committee.  In addition, if so permitted by the Board or the
Committee, a Grantee may designate a beneficiary or beneficiaries to exercise
the rights of the Grantee and receive any distributions under the Plan upon the
death of the Grantee.

      


      (k)            Time of Granting
Awards.  The date of grant of an Award shall for all purposes
be the date on which the Administrator makes the determination to grant such
Award, or such other date as is determined by the
Administrator.  Notice of the grant determination shall be given to
each Employee, Director or Consultant to whom an Award is so granted within a
reasonable time after the date of such grant.

      


      7.        
    Award Exercise or Purchase
Price, Consideration, Taxes and Reload Options.

      


      (a)           Exercise or Purchase
Price.  The exercise or purchase price, if any, for an Award
shall be as follows:


      
        
           


        

        
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      (i)            In
the case of an Incentive Stock Option:  (A) granted to an
Employee who, at the time of the grant of such Incentive Stock Option owns stock
representing more than ten percent (10%) of the voting power of all classes of
stock of the Company or any Parent or Subsidiary, the per Share exercise price
shall be not less than one hundred ten percent (110%) of the Fair Market Value
per Share on the date of grant; or (B) granted to any Employee other than
an Employee described in the preceding clause, the per Share exercise price
shall be not less than one hundred percent (100%) of the Fair Market Value per
Share on the date of grant.

      


      (ii)           In
the case of a Non-Qualified Stock Option, the per Share exercise price shall be
not less than one hundred percent (100%) of the Fair Market Value per Share on
the date of grant unless otherwise determined by the Administrator.

      


      
        (iii)        
In the
case of other Awards, such price as is determined by the
Administrator.

      

      


      (iv)          Notwithstanding
the foregoing provisions of this Section 7(a), in the case of an Award issued
pursuant to Section 6(d), above, the exercise or purchase price for the Award
shall be determined in accordance with the principles of Section 424(a) of the
Code.

      


      (b)           Consideration.  Subject
to Applicable Laws, the consideration to be paid for the Shares to be issued
upon exercise or purchase of an Award including the method of payment, shall be
determined by the Administrator (and, in the case of an Incentive Stock Option,
shall be determined at the time of grant).  In addition to any other
types of consideration the Administrator may determine, the Administrator is
authorized to accept as consideration for Shares issued under the Plan the
following, provided that the portion of the consideration equal to the par value
of the Shares must be paid in cash or other legal consideration permitted by the
Delaware General Corporation Law:

      


      (i)        
   cash;

      


      
        (ii)          check;

      

      


      (iii)          delivery
of Grantee’s promissory note with such recourse, interest, security, and
redemption provisions as the Administrator determines is
appropriate;

      


      (iv)          if
the exercise or purchase occurs on or after the Registration Date, surrender of
Shares or delivery of a properly executed form of attestation of ownership of
Shares as the Administrator may require (including withholding of Shares
otherwise deliverable upon exercise of the Award) which have a Fair Market Value
on the date of surrender or attestation equal to the aggregate exercise price of
the Shares as to which said Award shall be exercised (but only to the extent
that such exercise of the Award would not result in an accounting compensation
charge with respect to the Shares used to pay the exercise price unless
otherwise determined by the Administrator);


      
        
           


        

        
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      (v)           with
respect to options, if the exercise occurs on or after the Registration Date,
payment through a broker-dealer sale and remittance procedure pursuant to which
the Grantee (A) shall provide written instructions to a Company designated
brokerage firm to effect the immediate sale of some or all of the purchased
Shares and remit to the Company, out of the sale proceeds available on the
settlement date, sufficient funds to cover the aggregate exercise price payable
for the purchased Shares and (B) shall provide written directives to the Company
to deliver the certificates for the purchased Shares directly to such brokerage
firm in order to complete the sale transaction; or

      


      
        (vi)        
any
combination of the foregoing methods of payment.

      

      


      (c)           Taxes.  No
Shares shall be delivered under the Plan to any Grantee or other person until
such Grantee or other person has made arrangements acceptable to the
Administrator for the satisfaction of any foreign, federal, state, or local
income and employment tax withholding obligations, including, without
limitation, obligations incident to the receipt of Shares or the disqualifying
disposition of Shares received on exercise of an Incentive Stock
Option.  Upon exercise of an Award, the Company shall withhold or
collect from Grantee an amount sufficient to satisfy such tax
obligations.

      


      (d)           Reload
Options.  In the event the exercise price or tax withholding of
an Option is satisfied by the Company or the Grantee’s employer withholding
Shares otherwise deliverable to the Grantee, the Administrator may issue the
Grantee an additional Option, with terms identical to the Award Agreement under
which the Option was exercised, but at an exercise price as determined by the
Administrator in accordance with the Plan.

      


      8.     
       Exercise of
Award.

      


      (a)           Procedure for Exercise;
Rights as a Stockholder.

      


      (i)      
     Any Award granted hereunder shall be exercisable
at such times and under such conditions as determined by the Administrator under
the terms of the Plan and specified in the Award Agreement.

      


      (ii)           An
Award shall be deemed to be exercised upon the later of receipt by the Company
of written notice of such exercise in accordance with the terms of the Award by
the person entitled to exercise the Award and full payment for the Shares with
respect to which the Award is exercised, including, to the extent selected, use
of the broker-dealer sale and remittance procedure to pay the purchase price as
provided in Section 7(b)(v).  Until the issuance (as evidenced by the
appropriate entry on the books of the Company or of a duly authorized transfer
agent of the Company) of the stock certificate evidencing such Shares, no right
to vote or receive dividends or any other rights as a stockholder shall exist
with respect to Shares subject to an Award, notwithstanding the exercise of an
Option or other Award.  The Company shall issue (or cause to be
issued) such stock certificate promptly upon exercise of the
Award.  No adjustment will be made for a dividend or other right for
which the record date is prior to the date the stock certificate is issued,
except as provided in the Award Agreement or Section 10, below.


      
        
           


        

        
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        (b)         
Exercise of Award Following
Termination of Continuous Service.

      

      


      (i)         
  An Award may not be exercised after the termination date of such
Award set forth in the Award Agreement and may be exercised following the
termination of a Grantee’s Continuous Service only to the extent provided in the
Award Agreement.

      


      (ii)           Where
the Award Agreement permits a Grantee to exercise an Award following the
termination of the Grantee’s Continuous Service for a specified period, the
Award shall terminate to the extent not exercised on the last day of the
specified period or the last day of the original term of the Award, whichever
occurs first.

      


      (iii)           Any
Award designated as an Incentive Stock Option to the extent not exercised within
the time permitted by law for the exercise of Incentive Stock Options following
the termination of a Grantee’s Continuous Service shall convert automatically to
a Non-Qualified Stock Option and thereafter shall be exercisable as such to the
extent exercisable by its terms for the period specified in the Award
Agreement.

      


      (c)           Buyout
Provisions.  The Administrator may at any time offer to buy out
for a payment in cash or Shares, an Award previously granted, based on such
terms and conditions as the Administrator shall establish and communicate to the
Grantee at the time that such offer is made.

      


      9.          
  Conditions
Upon Issuance of Shares.

      


      (a)           Shares
shall not be issued pursuant to the exercise of an Award unless the exercise of
such Award and the issuance and delivery of such Shares pursuant thereto shall
comply with all Applicable Laws, and shall be further subject to the approval of
counsel for the Company with respect to such compliance.

      


      (b)           As
a condition to the exercise of an Award, the Company may require the person
exercising such Award to represent and warrant at the time of any such exercise
that the Shares are being purchased only for investment and without any present
intention to sell or distribute such Shares if, in the opinion of counsel for
the Company, such a representation is required by any Applicable
Laws.

      


      10.           Adjustments Upon Changes in
Capitalization.  Subject to any required action by the
stockholders of the Company, the Administrator may, in its discretion,
proportionately adjust the number of Shares covered by each outstanding Award,
and the number of Shares which have been authorized for issuance under the Plan
but as to which no Awards have yet been granted or which have been returned to
the Plan, the exercise or purchase price of each such outstanding Award, as well
as any other terms that the Administrator determines require adjustment for (a)
any increase or decrease in the number of issued Shares resulting from a stock
split, reverse stock split, stock dividend, combination or reclassification of
the Shares, (b) any other increase or decrease in the number of issued Shares
effected without receipt of consideration by the Company, or (c) as the
Administrator may determine in its discretion, any other transaction with
respect to Common Stock to which Section 424(a) of the Code applies; 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 Administrator and its determination shall be
final, binding and conclusive.  Except as the Administrator
determines, 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 hereof shall be made with respect to, the number or price
of Shares subject to an Award.


      
        
           


        

        
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      11.           Corporate Transactions and
Related Entity Dispositions.  Except as may be provided in an
Award Agreement:

      


      (a)           The
Administrator shall have the authority, exercisable either in advance of any
actual or anticipated Corporate Transaction or Related Entity Disposition or at
the time of an actual Corporate Transaction or Related Entity Disposition and
exercisable at the time of the grant of an Award under the Plan or any time
while an Award remains outstanding, to provide for the full automatic vesting
and exercisability of one or more outstanding unvested Awards under the Plan and
the release from restrictions on transfer and repurchase or forfeiture rights of
such Awards in connection with a Corporate Transaction or Related Entity
Disposition, on such terms and conditions as the Administrator may
specify.  The Administrator also shall have the authority to condition
any such Award vesting and exercisability or release from such limitations upon
the subsequent termination of the Continuous Service of the Grantee within a
specified period following the effective date of the Corporate Transaction or
Related Entity Disposition.  Effective upon the consummation of a
Corporate Transaction or Related Entity Disposition, all outstanding Awards
under the Plan, shall remain fully exercisable until the expiration or sooner
termination of the Award.

      


      (b)           The
portion of any Incentive Stock Option accelerated under this Section 11 in
connection with a Corporate Transaction or Related Entity Disposition shall
remain exercisable as an Incentive Stock Option under the Code only to the
extent the $ 100,000 dollar limitation of Section 422(d) of the Code is not
exceeded.  To the extent such dollar limitation is exceeded, the
accelerated excess portion of such Option shall be exercisable as a
Non-Qualified Stock Option.

      


      12.           Effective Date and Term of
Plan.  The Plan shall become effective upon the earlier to
occur of its adoption by the Board or its approval by the stockholders of the
Company.  It shall continue in effect for a term of ten (10) years
unless sooner terminated.  Subject to Section 13 below, and Applicable
Laws, Awards may be granted under the Plan upon its becoming
effective.

      


      13.           Amendment, Suspension or
Termination of the Plan.

      


      (a)           The
Board may at any time amend, suspend or terminate the Plan.  To the
extent necessary to comply with Applicable Laws, the Company shall obtain
stockholder approval of any Plan amendment in such a manner and to such a degree
as required.

      


      (b)           No
Award may be granted during any suspension of the Plan or after termination of
the Plan.


      
        
           


        

        
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      (c)           Any
amendment, suspension or termination of the Plan (including termination of the
Plan under Section 12, above) shall not affect Awards already granted, and such
Awards shall remain in full force and effect as if the Plan had not been
amended, suspended or terminated, unless mutually agreed otherwise between the
Grantee and the Administrator, which agreement must be in writing and signed by
the Grantee and the Company.

      


      14.           Reservation of
Shares.

      


      (a)           The
Company, during the term of the Plan, will at all times reserve and keep
available such number of Shares as shall be sufficient to satisfy the
requirements of the Plan.

      


      (b)           The
inability of the Company to obtain authority from any regulatory body having
jurisdiction, which authority is deemed by the Company’s counsel to be necessary
to the lawful issuance and sale of any Shares hereunder, shall relieve the
Company of any liability in respect of the failure to issue or sell such Shares
as to which such requisite authority shall not have been obtained.

      


      15.           No Effect on Terms of
Employment/Consulting Relationship.  The Plan shall not confer
upon any Grantee any right with respect to the Grantee’s Continuous Service, nor
shall it interfere in any way with his or her right or the Company’s right to
terminate the Grantee’s Continuous Service at any time, with or without
cause.

      


      16.           Unfunded
Plan.  Unless otherwise determined by the Board or the
Committee, the Plan shall be unfunded and shall not create (or construed to
create) a trust or a separate fund or funds.  The Plan shall not
establish any fiduciary relationship between the Company and any Grantee or
other person.  To the extent any person holds any rights by virtue of
an Award granted under the Plan, such right (unless otherwise determined by the
Board or the Committee) shall be no greater than the right of an unsecured
general creditor of the Company.

      


      17.           No Effect on Retirement and
Other Benefit Plans.  Except as specifically provided in a
retirement or other benefit plan of the Company or a Related Entity, Awards
shall not be deemed compensation for purposes of computing benefits or
contributions under any retirement plan of the Company or a Related Entity, and
shall not affect any benefits under any other benefit plan of any kind or any
benefit plan subsequently instituted under which the availability or amount of
benefits is related to level of compensation.  The Plan is not a
“Retirement Plan” or “Welfare Plan” under the Employee Retirement Income
Security Act of 1974, as amended.

      


      18.           Stockholder
Approval.  The grant of Incentive Stock Options under the Plan
shall be subject to approval by the stockholders of the Company within twelve
(12) months before or after the date the Plan is adopted excluding Incentive
Stock Options issued in substitution for outstanding Incentive Stock Options
pursuant to Section 424(a) of the Code.  Such stockholder approval
shall be obtained in the degree and manner required under Applicable
Laws.  The Administrator may grant Incentive Stock Options under the
Plan prior to approval by the stockholders, but until such approval is obtained,
no such Incentive Stock Option shall be exercisable.  In the event
that stockholder approval is not obtained within the twelve (12) month period
provided above, all Incentive Stock Options previously granted under the Plan
shall be exercisable as Non-Qualified Stock Options.

      


       

      
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