Exhibit
10.62

    
       

      
        

      

    

     

    ADVAXIS,
INC.

     

    2009
STOCK OPTION PLAN

     

    
      
 

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (e)           “Common Stock” shall mean the
Company’s common stock, par value $.001 per share.

     

    (f)           “Company” shall mean Advaxis,
Inc., a Delaware corporation and its successors or assigns.

     

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

     

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

     

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

     

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

     

    (k)           “Effective Date” shall mean
July 19, 2009.

     

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

     

    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    (u)           “Plan” shall mean this Advaxis,
Inc. 2009 Stock Option Plan, as may be amended from time to time.

     

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

     

    
      
        
        

      

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

     

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

     

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

     

    3.           Shares Available for Option
Grants.  The
Committee may grant to Optionees from time to time Options to purchase an
aggregate of up to 14,001,399
Shares from the Company’s authorized and unissued Shares.  If any
Option granted under the Plan shall terminate, expire, or be canceled or
surrendered as to any Shares, new Options may thereafter be granted covering
such Shares.

     

    4.           Incentive and Non-Qualified
Options.

     

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

     

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

     

    5.           Conditions for Grant of
Options.

     

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

     

    
      
         

      

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

     

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

     

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

     

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

     

    (f)           Notwithstanding
any other provision of this Plan, and in addition to any other requirements of
this Plan, the aggregate number of Options granted to any one Optionee may not
exceed 4,200,420,
subject to adjustment as provided in Section 10 hereof.

     

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

     

    
      
         

      

      
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    7.           Exercise of
Options.

     

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

     

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

     

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

     

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

     

    
      
         

      

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

     

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

     

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

     

    (i)           The
acquisition by any Person of Beneficial Ownership (as defined in Rule 13d-3
under the Securities Exchange Act), of fifty percent (50%) or more of either (A)
the value of the then outstanding shares of common stock of the Company (the
“Outstanding Company Common
Stock”) or (B) the combined voting power of the then outstanding voting
securities of the Company entitled to vote generally in the election of
directors (the “Outstanding
Company Voting Securities”); provided, however, that for purposes of this
Section 8(b), the following acquisitions shall not constitute a Change of
Control:  (w) any acquisition directly from the Company; (x) any
acquisition by the Company; (y) any acquisition by any employee benefit plan (or
related trust) sponsored or maintained by the Company or any Subsidiary; or (z)
any acquisition by any corporation pursuant to a transaction which complies with
clauses (A), (B) and (C) of subsection (iii) below; or

     

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

     

    
      
         

      

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

     

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

     

    9.           Termination of Option
Period.

     

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

     

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

     

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

     

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

     

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

     

    (v)          The
tenth anniversary of the date of grant of the Option.

     

    
      
         

      

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

     

    10.         Adjustment of
Shares.

     

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

     

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

     

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

     

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

     

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

     

    
      
         

      

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

     

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

     

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

     

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

     

    12.         Issuance of
Shares.

     

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

     

    
      
         

      

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

     

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

     

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

     

    13.         Administration of the
Plan.

     

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

     

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

     

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

     

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

     

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

     

    
      
         

      

      
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    15.         Interpretation.

     

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

     

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

     

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

     

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

     

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

     

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

     

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


    
      
         


      

      
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