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Exhibit 10.1  


 
 

NUESTRA TARJETA DE SERVICIOS, INC.
  2001 STOCK INCENTIVE PLAN    
    










   NUESTRA TARJETA DE SERVICIOS, INC.

2001 STOCK INCENTIVE PLAN  


TABLE OF CONTENTS  



	ARTICLE 1	 	DEFINITIONS	 	1
	
ARTICLE 2	
 	

THE PLAN	
 	

4
	 	
 2.1	
 	

NAME	
 	

4
	 	2.2	 	PURPOSE	 	4
	 	2.3	 	EFFECTIVE DATE	 	4
	
ARTICLE 3	
 	

PARTICIPANTS	
 	

4
	
ARTICLE 4	
 	

ADMINISTRATION	
 	

4
	 	
 4.1	
 	

DUTIES AND POWERS OF THE COMMITTEE	
 	

4
	 	4.2	 	INTERPRETATION; RULES	 	5
	 	4.3	 	NO LIABILITY	 	5
	 	4.4	 	MAJORITY RULE	 	5
	 	4.5	 	COMPANY ASSISTANCE	 	5
	
ARTICLE 5	
 	

SHARES OF STOCK SUBJECT TO PLAN	
 	

5
	 	
 5.1	
 	

LIMITATIONS	
 	

5
	 	5.2	 	ANTIDILUTION	 	6
	
ARTICLE 6	
 	

OPTIONS	
 	

7
	 	
 6.1	
 	

TYPES OF OPTIONS GRANTED	
 	

7
	 	6.2	 	OPTION GRANT AND AGREEMENT	 	7
	 	6.3	 	OPTIONEE LIMITATIONS	 	8
	 	6.4	 	$100,000 AND SECTION 162(m) LIMITATIONS	 	8
	 	6.5	 	EXERCISE PRICE	 	8
	 	6.6	 	EXERCISE PERIOD	 	8
	 	6.7	 	OPTION EXERCISE	 	8
	 	6.8	 	RELOAD OPTIONS	 	9
	 	6.9	 	NONTRANSFERABILITY OF OPTION	 	10
	 	6.10	 	TERMINATION OF EMPLOYMENT OR SERVICE	 	10
	 	6.11	 	EMPLOYMENT RIGHTS	 	10
	 	6.12	 	CERTAIN SUCCESSOR OPTIONS	 	10
	 	6.13	 	EFFECT OF A CORPORATE TRANSACTION	 	10
	
ARTICLE 7	
 	

RESTRICTED STOCK	
 	

11
	 	
 7.1	
 	

AWARDS OF RESTRICTED STOCK	
 	

11
	 	7.2	 	NON-TRANSFERABILITY	 	11
	 	7.3	 	LAPSE OF RESTRICTIONS	 	11
	 	7.4	 	TERMINATION OF EMPLOYMENT	 	11
	 	7.5	 	TREATMENT OF DIVIDENDS	 	11
	 	7.6	 	DELIVERY OF SHARES	 	11
	 	 	 	 	 





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ARTICLE 8	
 	

STOCK APPRECIATION RIGHTS	
 	

12
	 	
 8.1	
 	

SAR GRANTS	
 	

12
	 	8.2	 	DETERMINATION OF PRICE	 	12
	 	8.3	 	EXERCISE OF A SAR	 	12
	 	8.4	 	PAYMENT FOR A SAR	 	12
	 	8.5	 	STATUS OF A SAR UNDER THE PLAN	 	12
	 	8.6	 	TERMINATION OF SARS	 	12
	 	8.7	 	NO SHAREHOLDER RIGHTS	 	12
	
ARTICLE 9	
 	

STOCK CERTIFICATES	
 	

13
	
ARTICLE 10	
 	

TERMINATION AND AMENDMENT	
 	

13
	 	
 10.1	
 	

TERMINATION AND AMENDMENT	
 	

13
	 	10.2	 	EFFECT ON GRANTEE'S RIGHTS	 	13
	
ARTICLE 11	
 	

RELATIONSHIP TO OTHER COMPENSATION PLANS	
 	

13
	
ARTICLE 12	
 	

MISCELLANEOUS	
 	

14
	 	
 12.1	
 	

REPLACEMENT OR AMENDED GRANTS	
 	

14
	 	12.2	 	FORFEITURE FOR COMPETITION	 	14
	 	12.3	 	LEAVE OF ABSENCE	 	14
	 	12.4	 	PLAN BINDING ON SUCCESSORS	 	14
	 	12.5	 	SINGULAR, PLURAL; GENDER	 	14
	 	12.6	 	HEADINGS, ETC.	 	14
	 	12.7	 	SECTION 16 COMPLIANCE	 	14




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   NUESTRA TARJETA DE SERVICIOS, INC.

2001 STOCK OPTION AND INCENTIVE PLAN  


ARTICLE 1

DEFINITIONS  


        As used in this Plan, the following terms have the following meanings unless the context clearly indicates to the contrary: 



        "Award" means a grant of Restricted Stock or an SAR. 


        "Board" means the Board of Directors of the Company. 


        "Cause" means (i) the commission of an act of fraud, embezzlement, theft or proven dishonesty, or any other illegal act or practice
(whether or not resulting in criminal prosecution or conviction), including theft or destruction of property of the Company, a Parent, or a Subsidiary, or any other act or practice which the Committee
shall, in good faith, deem to have resulted in the recipient's becoming unbondable under the Company's, a Parent's or any Subsidiary's fidelity bond; (ii) the willful engaging in misconduct
which is deemed by the Committee, in good faith, to be materially injurious to the Company, a Parent or any Subsidiary, monetarily or otherwise, including, but not limited, improperly disclosing trade
secrets or other confidential or sensitive business information and data about the Company, a Parent or any Subsidiaries and competing with the Company, a Parent or any Subsidiaries, or soliciting
employees, consultants or customers of the Company, a Parent or any Subsidiaries in violation of law or any employment or other agreement to which the recipient is a party; (iii) the willful
and continued failure or habitual neglect by a person who is an Employee to perform his or her duties with the Company, a Parent or any Subsidiary substantially in accordance with the operating and
personnel policies and procedures of the Company, Parent or the Subsidiary generally applicable to all their employees; or (iv) other disregard of rules or policies of the Company, a Parent or
any Subsidiary, or conduct evincing willful or wanton disregard of the interests of the Company, a Parent or any Subsidiary. For purposes of this Plan, no act or failure to act by the recipient shall
be deemed be "willful" unless done or omitted to be done by recipient not in good faith and without reasonable belief that the recipient's action or omission was in the best interest of the Company
and/or the Subsidiary.
Notwithstanding the foregoing, if the recipient has entered into an employment agreement that is binding as of the date of employment termination, and if such employment agreement defines "Cause,"
then the definition of "Cause" in such agreement shall apply to the recipient in this Plan. "Cause" shall be determined by the Committee based upon information presented by the Company and the
Employee and shall be final and binding on all parties hereto. 


        "Code" means the United States Internal Revenue Code of 1986, including effective date and transition rules (whether or not codified). Any
reference herein to a specific section of the Code shall be deemed to include a reference to any corresponding provision of future law. 


        "Committee" means a committee of at least two Directors appointed from time to time by the Board, having the duties and authority set
forth herein in addition to any other authority granted by the Board; provided, however, that with respect to any Options or Awards granted to an individual who is also a Section 16 Insider,
the Committee shall consist of either the entire Board of Directors or a committee of at least two Directors (who need not be members of the Committee with respect to Options or Awards granted to any
other individuals) who are Non-Employee Directors, and all authority and discretion shall be exercised by such Non-Employee Directors, and references herein to the "Committee"
means such Non-Employee Directors insofar as any actions or determinations of the Committee shall relate to or affect Options or Awards made to or held by any Section 16 Insider. In
selecting the Committee, the Board shall also consider the benefits under Section 162(m) of the Code of having a Committee composed of "outside directors" (as that term is defined in the Code)
for 


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certain
grants of Options to highly compensated executives. At any time that the Board shall not have appointed a committee as described above, any reference herein to the Committee means a reference
to the Board. 


        "Company" means Nuestra Tarjeta de Servicios, Inc., a Georgia corporation. 



        "Corporate Transaction" means any of the following transactions to which the Company is a party: 



	(i)
	a
merger, consolidation, share exchange, combination or other transaction or series of transactions (other than a public offering by the Company for cash of the
Company's capital stock, debt or other securities) in which securities possessing more than 50% of the total combined voting power of the Company's outstanding securities are transferred to a person
or persons different from the persons holding those securities immediately prior to such transaction;



	(ii)
	the
sale, transfer or other disposition of all or substantially all of the Company's assets;



	(iii)
	the
liquidation or dissolution of the Company; or



	(iv)
	A
change in the composition of the Board as a result of which fewer than one-half of the incumbent directors are directors who either:



	(a)
	Had
been directors of the Company 24 months prior to such change; or



	(b)
	Were
elected, or nominated for election, to the Board with the affirmative votes of at least a majority of the directors who had been directors of the Company 24 months prior
to such change and who were still in office at the time of the election or nomination. 







        "Director" means a member of the Board and any person who is an advisory or honorary director of the Company if such person is considered
a director for the purposes of Section 16 of the Exchange Act, as determined by reference to such Section 16 and to the rules, regulations, judicial decisions, and interpretative or
"no-action" positions with respect thereto of the SEC, as the same may be in effect or set forth from time to time. 


        "Employee" means an employee of the Company or a Parent or Subsidiary. 


        "Exchange Act" means the Securities Exchange Act of 1934. Any reference herein to a specific section of the Exchange Act shall be deemed
to include a reference to any corresponding provision of future law. 


        "Exercise Price" means the price at which an Optionee may purchase a share of Stock under a Stock Option Agreement. 



        "Fair Market Value" on any date means (i) the closing sales price of the Stock, regular way, on such date on the national
securities exchange having the greatest volume of trading in the Stock during the
thirty-day period preceding the day the value is to be determined or, if such exchange was not open for trading on such date, the next preceding date on which it was open; (ii) if
the Stock is not traded on any national securities exchange, the average of the closing high bid and low asked prices of the Stock on the over-the-counter market on the day
such value is to be determined, or in the absence of closing bids on such day, the closing bids on the next preceding day on which there were bids; or (iii) if the Stock also is not traded on
the over-the-counter market, the fair market value as determined in good faith by the Board or the Committee based on such relevant facts as may be available to the Board,
which may include opinions of independent experts, the price at which recent sales have been made, the book value of the Stock, and the Company's current and anticipated future earnings. 


        "Grantee" means a person who is an Optionee or a person who has received an Award of Restricted Stock or an SAR. 


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        "Incentive Stock Option" means an option to purchase any stock of the Company, which complies with and is subject to the terms,
limitations and conditions of Section 422 of the Code and any regulations promulgated with respect thereto. 


        "Non-Employee Director" shall have the meaning set forth in Rule 16b-3 under the Exchange Act, as the same
may be in effect from time to time, or in any successor rule thereto, and shall be determined for all purposes under the Plan according to interpretative or "no-action" positions with
respect thereto issued by the SEC. 


        "Officer" means a person who constitutes an officer of the Company for the purposes of Section 16 of the Exchange Act, as
determined by reference to such Section 16 and to the rules, regulations, judicial decisions, and interpretative or "no-action" positions with respect to such rule of the SEC, as
the same may be in effect or set forth from time to time. 


        "Option" means an option, whether or not an Incentive Stock Option, to purchase Stock granted pursuant to the provisions of
Article 6 of this Plan. 


        "Optionee" means a person to whom an Option has been granted under this Plan. 


        "Parent" means any corporation (other than the Company) in an unbroken chain of corporations ending with the Company if, at the time of
the grant (or modification) of the Option, each of the
corporations other than the Company owns stock possessing 50 percent or more of the total combined voting power of the classes of stock in one of the other corporations in such chain. 



        "Permanent and Total Disability" has the same meaning as given to that term by Code Section 22(e)(3) and any regulations or rulings
promulgated thereunder. 


        "Plan" means the Nuestra Tarjeta de Servicios, Inc. 2001 Stock Option and Incentive Plan, the terms of which are set forth herein. 


        "Purchasable" refers to Stock which may be purchased by an Optionee under the terms of this Plan on or after a certain date specified in
the applicable Stock Option Agreement. 


        "Qualified Domestic Relations Order" has the meaning set forth in the Code or in the Employee Retirement Income Security Act of 1974, or
the rules and regulations promulgated under the Code or such Act. 


        "Reload Option" has the meaning set forth in Section 6.8 of the Plan. 


        "Restricted Stock" means Stock issued, subject to restrictions, to a Grantee pursuant to Article 7 of this Plan. 



        "Restriction
Agreement" means the agreement setting forth the terms of an Award, and executed by a Grantee as provided in Section 7.1 of this Plan. 


        "SAR" means a stock appreciation right, which is the right to receive an amount equal to the appreciation, if any, in the Fair Market
Value of a share of Stock from the date of the grant of the right to the date of its payment, all as provided in Article 8 of this Plan. 


        "SAR Price" means the base value established by the Committee for a SAR on the date the SAR is granted and which is used in determining
the amount of benefit, if any, paid to a Grantee. 


        "SEC" means the United States Securities and Exchange Commission. 


        "Section 16 Insider" means any person who is subject to the provisions of Section 16 of the Exchange Act, as provided in
Rule 16a-2 promulgated pursuant to the Exchange Act. 


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        "Stock" means the Common Stock, par value $0.01 per share, of the Company or, in the event that the outstanding shares of Stock are
hereafter changed into or exchanged for shares of a different stock or securities of the Company or some other entity, such other stock or securities. 


        "Stock Option Agreement" means an agreement between the Company and an Optionee under which the Optionee may purchase Stock under this
Plan, a sample form of which is attached hereto as Exhibit A (which form may be varied by the Committee in granting an Option). 



        "Subsidiary" means any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company if, at the
time of the grant (or modification) of the Option, each of the corporations other than the last corporation in the unbroken chain owns stock possessing 50 percent or more of the total combined
voting power of all classes of stock in one of the other corporations in such chain. 


ARTICLE 2

THE PLAN  


        2.1    Name.    This Plan shall be known as the "Nuestra Tarjeta de Servicios, Inc. 2001 Stock Option and
Incentive Plan." 


        2.2    Purpose.    The purpose of the Plan is to advance the interests of the Company, its Subsidiaries and its
shareholders by affording certain employees and Directors of the Company and its Subsidiaries, an opportunity to acquire or increase their proprietary interests in the Company. The objective of the
issuance of the Options and Awards is to promote the growth and profitability of the Company and its Subsidiaries because the Grantees will be provided with an additional incentive to achieve the
Company's objectives through participation in its success and growth and by encouraging their continued association with or service to the Company. 


        2.3    Effective Date.    The Plan shall become effective on  September 11th, 2001; provided, however, that if the
Company's shareholders have not approved the Plan on or prior to the first
anniversary of such effective date, then all options granted under the Plan shall be non-Incentive Stock Options. 


ARTICLE 3

PARTICIPANTS  


        The class of persons eligible to participate in the Plan shall consist of all persons whose participation in the Plan the Committee determines to be in the best
interests of the Company, which shall include, but not be limited to, all Directors and employees of the Company or any Subsidiary. 


ARTICLE 4

ADMINISTRATION  


        4.1    Duties and Powers of the Committee.    The Plan shall be administered by the Committee. The Committee shall
select one of its members as its Chairman and shall hold its meetings at such times and places as it may determine. The Committee shall keep minutes of its meetings and shall make such rules and
regulations for the conduct of its business as it may deem necessary. The Committee shall have the power to act by unanimous written consent in lieu of a meeting, and to meet telephonically. In
administering the Plan, the Committee's actions and determinations shall be binding on all interested parties. The Committee shall have the power to grant Options or Awards in accordance with the
provisions of the Plan and may grant Options and Awards singly, in combination, or in tandem. Subject to the provisions of the Plan, the Committee shall have the discretion and authority to determine
those individuals to whom Options or Awards will be granted and whether such Options shall be accompanied by the right to receive Reload Options, the number of shares of Stock subject to 


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each
Option or Award, such other matters as are specified herein, and any other terms and conditions of a Stock Option Agreement or Restriction Agreement. The Committee shall also have the discretion
and authority to delegate to any Officer its powers to grant Options or Awards under the Plan to any person who is an employee of the Company but not an Officer or Director. To the extent not
inconsistent with the provisions of the Plan, the Committee may give a Grantee an election to surrender an Option or Award in exchange for the grant of a new Option or Award, and shall have the
authority to amend or modify an outstanding Stock Option Agreement or Restriction Agreement, or to waive any provision thereof, provided that the Grantee consents to such action. 


        4.2    Interpretation; Rules.    Subject to the express provisions of the Plan, the Committee also shall have complete
authority to interpret the Plan, to prescribe, amend, and rescind rules and regulations relating to it, to determine the details and provisions of each Stock Option Agreement, and to make all other
determinations necessary or advisable for the administration of the Plan, including, without limitation, the amending or altering of the Plan and any Options or Awards granted under the Plan as may be
required to comply with or to conform to any federal, state, or local laws or regulations. 


        4.3    No Liability.    Neither any member of the Board nor any member of the Committee shall be liable to any person
for any act or determination made in good faith with respect to the Plan or any Option or Award granted hereunder. 


        4.4    Majority Rule.    A majority of the members of the Committee shall constitute a quorum, and any action taken by
a majority at a meeting at which a quorum is present, or any action taken without a meeting evidenced by a writing executed by all the members of the Committee, shall constitute the action of the
Committee. 


        4.5    Company Assistance.    The Company shall supply full and timely information to the Committee on all matters
relating to eligible persons, their employment, death, retirement, disability, or other termination of employment, and such other pertinent facts as the Committee may require. The Company shall
furnish the Committee with such clerical and other assistance as is necessary in the performance of its duties. 


ARTICLE 5

SHARES OF STOCK SUBJECT TO PLAN  


        5.1    Limitations.    Subject to any antidilution adjustment pursuant to the provisions of Section 5.2 of this
Plan, the maximum number of shares of Stock that may be issued hereunder shall be 500,000. Any or all shares of Stock subject to the Plan may be issued
in any combination of Incentive Stock Options, non-Incentive Stock Options, Restricted Stock, or SARs, and the amount of Stock subject to the Plan may be increased from time to time in
accordance with Article 10, provided that the total number of shares of Stock issuable pursuant to Incentive Stock Options may not be increased to more than  500,000 (other than pursuant to
antidilution adjustments) without shareholder approval. Shares subject to an Option or issued as an Award may be either
authorized and unissued shares or shares issued and later acquired by the Company. The shares covered by any unexercised portion of an Option that has terminated for any reason (except as set forth in
the following paragraph), or any forfeited portion of an Award, may again be optioned or awarded under the Plan, and such shares shall not be considered as having been optioned or issued in computing
the number of shares of Stock remaining available for option or award hereunder. 



        If
Options are issued in respect of options to acquire stock of any entity acquired, by merger or otherwise, by the Company (or any Subsidiary of the Company), to the extent that such
issuance shall not be inconsistent with the terms, limitations and conditions of Code section 422 or Rule 16b-3 under the Exchange Act, the aggregate number of shares of
Stock for which Options may be granted hereunder shall automatically be increased by the number of shares subject to the Options so issued; 


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provided,
however, that the aggregate number of shares of Stock for which Options may be granted hereunder shall automatically be decreased by the number of shares covered by any unexercised portion
of an Option so issued that has terminated for any reason, and the shares subject to any such unexercised portion may not be optioned to any other person. 


        5.2    Antidilution.    



        (a)   If
(x) the outstanding shares of Stock are changed into or exchanged for a different number or kind of shares or other securities of the Company by reason of
merger, consolidation, reorganization, recapitalization, reclassification, combination or exchange of shares, or stock split or stock dividend, (y) any spin-off,
spin-out or other distribution of assets materially affects the price of the Company's stock, or (z) there is any assumption and conversion to the Plan by the Company of an acquired
company's outstanding option grants, then: 



          (i)  the
aggregate number and kind of shares of Stock for which Options or Awards may be granted hereunder shall be adjusted proportionately by the Committee; and 



         (ii)  the
rights of Optionees (concerning the number of shares subject to Options and the Exercise Price) under outstanding Options and the rights of the holders of Awards
(concerning the terms and conditions of the lapse of any then-remaining restrictions), shall be adjusted proportionately by the Committee. 




        (b)   If
the Company shall be a party to any reorganization in which it does not survive, involving merger, consolidation, or acquisition of the stock or substantially all the
assets of the Company, the Committee, in its discretion, may: 



          (i)  notwithstanding
other provisions of this Plan, declare that all Options granted under the Plan shall become exercisable immediately notwithstanding the provisions of
the respective Stock Option Agreements regarding exercisability, that all such Options shall terminate 30 days after the Committee gives written notice of the immediate right to exercise all
such Options and of the decision to terminate
all Options not exercised within such 30-day period, and that all then-remaining restrictions pertaining to Awards under the Plan shall immediately lapse; and/or 



         (ii)  notify
all Grantees that all Options or Awards granted under the Plan shall be assumed by the successor corporation or substituted on an equitable basis with options or
restricted stock issued by such successor corporation. 




        (c)   If
the Company is to be liquidated or dissolved in connection with a reorganization described in Section 5.2(b), the provisions of such Section shall apply. In
all other instances, the adoption of a plan of dissolution or liquidation of the Company shall, notwithstanding other provisions hereof, cause all then-remaining restrictions pertaining to
Awards under the Plan to lapse, and shall cause every Option outstanding under the Plan to terminate to the extent not exercised prior to the adoption of the plan of dissolution or liquidation by the
shareholders, provided that, notwithstanding other provisions hereof, the Committee may declare all Options granted under the Plan to be exercisable at any time on or before the fifth business day
following such adoption notwithstanding the provisions of the respective Stock Option Agreements regarding exercisability. 


        (d)   The
adjustments described in paragraphs (a) through (c) of this Section 5.2, and the manner of their application, shall be determined solely by the
Committee, and any such adjustment may provide for the elimination of fractional share interests; provided, however, that any adjustment made by the Committee shall be made in a manner that will not
cause an Incentive Stock Option to be other than an Incentive Stock Option under applicable statutory and regulatory provisions. The adjustments required under this Article V shall apply to any
successors of the 



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Company
and shall be made regardless of the number or type of successive events requiring such adjustments. 



ARTICLE 6

OPTIONS  


        6.1    Types of Options Granted.    The Committee may, under this Plan, grant either Incentive Stock Options or
Options which do not qualify as Incentive Stock Options. Within the limitations provided in this Plan, both types of Options may be granted to the same person at the same time, or at different times,
under different terms and conditions, as long as the terms and conditions of each Option are consistent with the provisions of the Plan. Without limitation of the foregoing, Options may be granted
subject to
conditions based on the financial performance of the Company or any other factor the Committee deems relevant. 



        6.2    Option Grant and Agreement.    Each Option granted hereunder shall be evidenced by minutes of a meeting or the
written consent of the Committee and by a written Stock Option Agreement executed by the Company and the Optionee. The terms of the Option, including the Option's duration, time or times of exercise,
exercise price, whether the Option is intended to be an Incentive Stock Option, and whether the Option is to be accompanied by the right to receive a Reload Option, shall be stated in the Stock Option
Agreement. No Incentive Stock Option may be granted more than ten years after the earlier to occur of the effective date of the Plan or the date the Plan is approved by the Company's shareholders. 



        Separate
Stock Option Agreements may be used for Options intended to be Incentive Stock Options and those not so intended, but any failure to use such separate agreements shall not
invalidate, or otherwise adversely affect the Optionee's interest in, the Options evidenced thereby. 


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        6.3    Optionee Limitations.    The Committee shall not grant an Incentive Stock Option to any person who, at the
time
the Incentive Stock Option is granted: 



        (a)   is
not an Employee; or 


        (b)   owns
or is considered to own stock possessing at least 10% of the total combined voting power of all classes of stock of the Company or any of its Parent or Subsidiary
corporations; provided, however, that this limitation shall not apply if at the time an Incentive Stock Option is granted the Exercise Price is at least 110% of the Fair Market Value of the Stock
subject to such Option and such Option by its terms would not be exercisable after five years from the date on which the Option is granted. For the purpose of this subsection (b), a person shall be
considered to own: (i) the stock owned, directly or indirectly, by or for his or her brothers and sisters (whether by whole or half blood), spouse, ancestors and lineal descendants;
(ii) the stock owned, directly or indirectly, by or for a corporation, partnership, estate, or trust in proportion to such person's stock interest, partnership interest or beneficial interest
therein; and (iii) the stock which such person may purchase under any outstanding options of the Company or of any Parent or Subsidiary of the Company. 




        6.4    $100,000 and Section 162(m) Limitations.    Except as provided below, the Committee shall not grant an
Incentive Stock Option to, or modify the exercise provisions of outstanding Incentive Stock Options held by, any person who, at the time the Incentive Stock Option is granted (or modified), would
thereby receive or hold any Incentive Stock Options of the Company and any Parent or Subsidiary of the Company, such that the aggregate Fair Market Value (determined as of the respective dates of
grant or modification of each option) of the stock with respect to which such Incentive Stock Options are exercisable for the first time during any calendar year is in excess of $100,000 (or such
other limit as may be prescribed by the Code from time to time); provided that the foregoing restriction on modification of outstanding Incentive Stock Options shall not preclude the Committee from
modifying an outstanding Incentive Stock Option if, as a result of such modification and with the consent of the Optionee, such Option no longer constitutes an Incentive Stock Option; and provided
that, if the $100,000 limitation (or such other limitation prescribed by the Code) described in this Section 6.4 is exceeded, the Incentive Stock Option, the granting or modification of which
resulted in the exceeding of such limit, shall be treated as an Incentive Stock Option up to the limitation and the excess shall be treated as an Option not qualifying as an Incentive Stock Option.
Furthermore, not more than 500,000 shares of Stock may be made subject to Options to any individual in the aggregate in any one fiscal year of the Company, such limitation to be applied in a manner
consistent with the requirements of, and only to the extent required for compliance with, the exclusion from the limitation on deductibility of compensation under Section 162(m) of the Code. 


        6.5    Exercise Price.    The Exercise Price of the Stock subject to each Option shall be determined by the Committee.
Subject to the provisions of Section 6.3(b) hereof, the Exercise Price of an Incentive Stock Option shall not be less than the Fair Market Value of the Stock as of the date the Option is
granted (or in the case of an Incentive Stock Option that is subsequently modified, on the date of such modification). 


        6.6    Exercise Period.    The period for the exercise of each Option granted hereunder shall be determined by the
Committee, but the Stock Option Agreement with respect to each Option intended to be an Incentive Stock Option shall provide that such Option shall not be exercisable after the expiration of ten years
from the date of grant (or modification) of the Option. In addition, no Incentive Stock Option granted under the Plan shall be exercisable prior to shareholder approval of the Plan. 


        6.7    Option Exercise.    



        (a)   Unless
otherwise provided in the Stock Option Agreement or Section 6.6 of this Plan, an Option may be exercised at any time or from time to time during the term
of the Option as to any 



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or
all full shares which have become Purchasable under the provisions of the Option, but not at any time as to fewer than 100 shares unless the remaining shares that have become so Purchasable are
fewer than 100 shares. The Committee shall have the authority to prescribe in any Stock Option Agreement that the Option may be exercised only in accordance with a vesting schedule during the term of
the Option. 


        (b)   An
Option shall be exercised by (i) delivery to the Company at its principal office a written notice of exercise with respect to a specified number of shares of
Stock and (ii) payment to the Company at that office of the full amount of the Exercise Price for such number of shares in accordance with Section 6.7(c). If requested by an Optionee, an
Option may be exercised with the involvement of a stockbroker in accordance with the federal margin rules set forth in Regulation T (in which case the certificates representing the underlying
shares will be delivered by the Company directly to the stockbroker). 


        (c)   The
Exercise Price is to be paid in full in cash upon the exercise of the Option, and the Company shall not be required to deliver certificates for the shares purchased
until such payment has been made; provided, however, that the Board may provide in a Stock Option Agreement (or may otherwise determine in its sole discretion at the time of exercise) that, in lieu of
cash, all or a portion of the Exercise Price may be paid by the Optionee's execution of a recourse note equal to the Exercise Price or relevant portion thereof, subject to compliance with applicable
state and federal laws, rules and regulations. 


        (d)   In
addition to and at the time of payment of the Exercise Price, the Optionee shall pay to the Company in cash the full amount of any federal, state, and local income,
employment, or other withholding taxes applicable to the taxable income of such Optionee resulting from such exercise; provided, however, that in the discretion of the Committee any Stock Option
Agreement may provide that all or any portion of such tax obligations, together with additional taxes not exceeding the actual additional taxes to be owed by the Optionee as a result of such exercise,
may, upon the irrevocable election of the Optionee, be paid by tendering to the Company whole shares of Stock duly endorsed for transfer and owned by the Optionee, or by authorization to the Company
to withhold shares of Stock otherwise issuable upon exercise of the Option, in either case in that number of shares having a Fair Market Value on the date of exercise equal to the amount of such taxes
thereby being paid, and subject to such restrictions as to the approval and timing of any such election as the Committee may from time to time determine to be necessary or appropriate to satisfy the
conditions of the exemption set forth in Rule 16b-3 under the Exchange Act, if such rule is applicable. 



        (e)   The
holder of an Option shall not have any of the rights of a shareholder with respect to the shares of Stock subject to the Option until such shares have been issued
and transferred to the Optionee upon the exercise of the Option. 




        6.8    Reload Options.    



        (a)   The
Committee may specify in a Stock Option Agreement (or may otherwise determine in its sole discretion) that a Reload Option shall be granted, without further action
of the Committee, (i) to an Optionee who exercises an Option (including a Reload Option) by surrendering shares of Stock in payment of amounts specified in Sections 6.7(c) or 6.7(d) of this
Plan, (ii) for the same number of shares as are surrendered to pay such amounts, (iii) as of the date of such payment and at an Exercise Price equal to the Fair Market Value of the Stock
on such date, and (iv) otherwise on the same terms and conditions as the Option whose exercise has occasioned such payment, except as provided below and subject to such other contingencies,
conditions, or other terms as the Committee shall specify at the time such exercised Option is granted; provided, however, that the Committee may require that the shares surrendered in 



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payment
as provided above must have been held by the Optionee for at least six months prior to such surrender. 


        (b)   Unless
provided otherwise in the Stock Option Agreement, a Reload Option may not be exercised by an Optionee (i) prior to the end of a one-year period
from the date that the Reload Option is granted, and (ii) unless the Optionee retains beneficial ownership of the shares of Stock issued to such Optionee upon exercise of the Option referred to
above in Section 6.8(a)(i) for a period of one year from the date of such exercise. 




        6.9    Nontransferability of Option.    Other than as provided below, no Option shall be transferable by an Optionee
other than by will or the laws of descent and distribution or, in the case of non-Incentive Stock Options, pursuant to a Qualified Domestic Relations Order, and, during the lifetime of an
Optionee, Options shall be exercisable only by such Optionee (or by such Optionee's guardian or legal representative, should one be appointed). However, in connection with the Optionee's estate plan,
a Non-Incentive Stock Option may be assigned in whole or in part during Optionee's lifetime to one or more members of the Optionee's immediate family or to a trust established for the
exclusive benefit of one or more such family members. The assigned portion shall be exercisable only by the person or persons who acquire a proprietary interest in the Option pursuant to such
assignment. The terms applicable to the assigned portion shall be the same as those in effect for this Option immediately prior to such assignment and shall be set forth in such documents issued to
the assignee as the Committee may deem appropriate. 


        6.10    Termination of Employment or Service.    The Committee shall have the power to specify, with respect to the
Options granted to a particular Optionee, the effect upon such Optionee's right to exercise an Option of termination of such Optionee's employment or service under various circumstances, which effect
may include immediate or deferred termination of such Optionee's rights under an Option, or acceleration of the date at which an Option may be exercised in full; provided, however, that in no event
may an Incentive Stock Option be exercised after the expiration of ten years from the date of its grant. 


        6.11    Employment Rights.    Nothing in the Plan or in any Stock Option Agreement shall confer on any person any
right to continue in the employ of the Company or any of its Subsidiaries, or shall interfere in any way with the right of the Company or any of its Subsidiaries to terminate such person's employment
at any time. 


        6.12    Certain Successor Options.    To the extent not inconsistent with the terms, limitations and conditions of
Code section 422 and any regulations promulgated with respect thereto, an Option issued in respect of an option held by an employee to acquire stock of any entity acquired, by merger or
otherwise, by the Company (or any Subsidiary of the Company) may contain terms that differ from those stated in this Article 6, but solely to the extent necessary to preserve for any such
employee the rights and benefits contained in such predecessor option, or to satisfy the requirements of Code section 424(a). 



        6.13    Effect of a Corporate Transaction.    All Options, to the extent outstanding at the time of a Corporate
Transaction but not otherwise fully exercisable, may be accelerated in the discretion of the Committee and in accordance with a stock option agreement such that certain or all Options that were not
exercisable prior to the Corporate Transaction become exercisable, immediately prior to the effective date of the Corporate Transaction, for certain or all shares at the time subject to such Options. 


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ARTICLE 7

RESTRICTED STOCK  


        7.1    Awards of Restricted Stock.    The Committee may grant Awards of Restricted Stock, which shall be governed by a
Restriction Agreement between the Company and the Grantee. Each Restriction Agreement shall contain such restrictions, terms, and conditions as the Committee may, in its discretion, determine, and may
require that an appropriate legend be placed on the certificates evidencing the subject Restricted Stock. Shares of Restricted Stock granted pursuant to an Award hereunder shall be issued in the name
of the Grantee as soon as reasonably practicable after the Award is granted, provided that the Grantee has executed the Restriction Agreement governing the Award, the appropriate blank stock powers
and, in the discretion of the Committee, an escrow agreement and any other documents which the Committee may require as a condition to the issuance of such Shares. If a Grantee shall fail to execute
the foregoing documents within any time period prescribed by the Committee, the Award shall be void. At the discretion of the Committee, Shares issued in connection with an Award shall be deposited
together with the stock powers with an escrow agent designated by the Committee. Unless the Committee determines otherwise and as set forth in the Restriction Agreement, upon delivery of the Shares to
the escrow agent, the Grantee shall have all of the rights of a shareholder with respect to such Shares, including the right to vote the Shares and to receive all dividends or other distributions paid
or made with respect to the Shares. 


        7.2    Non-Transferability.    Until any restrictions upon Restricted Stock awarded to a Grantee shall
have lapsed in a manner set forth in Section 7.3, such shares of Restricted Stock shall not be transferable other than by will or the laws of descent and distribution, or pursuant to a
Qualified Domestic Relations Order, nor shall they be delivered to the Grantee. 



        7.3    Lapse of Restrictions.    Restrictions upon Restricted Stock awarded hereunder shall lapse at such time or
times (but, with respect to any award to a Grantee who is also a Section 16 Insider, not less than six months after the date of the Award) and on such terms and conditions as the Committee may,
in its discretion, determine at the time the Award is granted or thereafter. 


        7.4    Termination of Employment.    The Committee shall have the power to specify, with respect to each Award granted
to any particular Grantee, the effect upon such Grantee's rights with respect to such Restricted Stock of the termination of such Grantee's employment under various circumstances, which effect may
include immediate or deferred forfeiture of such Restricted Stock or acceleration of the date at which any then-remaining restrictions shall lapse. 


        7.5    Treatment of Dividends.    At the time an Award of Restricted Stock is made, the Committee may, in its
discretion, determine that the payment to the Grantee of any dividends, or a specified portion thereof, declared or paid on such Restricted Stock shall be (i) deferred until the lapsing of the
relevant
restrictions and (ii) held by the Company for the account of the Grantee until such lapsing. In the event of such deferral, there shall be credited at the end of each year (or portion thereof)
interest on the amount of the account at the beginning of the year at a rate per annum determined by the Committee. Payment of deferred dividends, together with interest thereon, shall be made upon
the lapsing of restrictions imposed on such Restricted Stock, and any dividends deferred (together with any interest thereon) in respect of Restricted Stock shall be forfeited upon any forfeiture of
such Restricted Stock. 


        7.6    Delivery of Shares.    Except as provided otherwise in Article 9 below, within a reasonable period of
time following the lapse of the restrictions on shares of Restricted Stock, the Committee shall cause a stock certificate to be delivered to the Grantee with respect to such shares and such shares
shall be free of all restrictions hereunder. 


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ARTICLE 8

STOCK APPRECIATION RIGHTS  


        8.1    SAR Grants.    The Committee, in its sole discretion, may grant to any Grantee a SAR. The Committee may impose
such conditions or restrictions on the exercise of any SAR as it may deem appropriate, including, without limitation, restricting the time of exercise of the SAR to specified periods as may be
necessary to satisfy the requirements of Rule 16b-3. 


        8.2    Determination of Price.    The SAR Price shall be established by the Committee in its sole discretion. The SAR
Price shall not be less than 100% of Fair Market Value of the Stock on the date the SAR is granted for a SAR issued in tandem with an Incentive Stock Option. 


        8.3    Exercise of a SAR.    Upon exercise of a SAR, the Grantee shall be entitled, subject to the terms and
conditions of this Plan and the Agreement, to receive the excess for each share of Stock being exercised under the SAR of (i) the Fair Market Value of such share of Stock on the date of
exercise over (ii) the SAR Price for such share of Stock. 


        8.4    Payment for a SAR.    At the sole discretion of the Committee, the payment of such excess shall be made in
(i) cash, (ii) shares of Stock, or (iii) a combination of both. Shares of Stock used for this payment shall be valued at their Fair Market Value on the date of exercise of the
applicable SAR. 


        8.5    Status of a SAR under the Plan.    Shares of Stock subject to an Award of a SAR shall be considered shares of
Stock which may be issued under the Plan for purposes of Section 5.1 of this Plan, unless the Agreement making the Award of the SAR provides that the exercise of such SAR results in the
termination of an unexercised Option for the same number of shares of Stock. 


        8.6    Termination of SARs.    A SAR may be terminated as follows: 



        (a)   During
the period of continuous employment with the Company, Parent or Subsidiary, a SAR will be terminated only if it has been fully exercised or it has expired by its
terms. 


        (b)   Upon
termination of employment, the SAR will terminate upon the earliest of (i) the full exercise of the SAR, (ii) the expiration of the SAR by its terms,
and (iii) not more than three months following the date of employment termination; provided, however, should termination of employment (A) result from the death or Permanent and Total
Disability of the Grantee, the period referenced in clause (iii) hereof shall be one year or (B) be for Cause, the SAR will terminate on the date of employment termination. For purposes
of the Plan, a leave of absence approved by the Company shall not be deemed to be termination of employment unless otherwise provided in the Agreement or by the Company on the date of the leave of
absence. 


        (c)   Subject
to the terms of the Agreement with the Grantee, if a Grantee shall die or become subject to a Permanent and Total Disability prior to the termination of
employment with the Company, Parent or Subsidiary and prior to the termination of a SAR, such SAR may be exercised to the extent that the Grantee shall have been entitled to exercise it at the time of
death or disability, as the case may be, by the Grantee, the estate of the Grantee or the person or persons to whom the SAR may have been transferred by will or by the laws of descent and
distribution. 


        (d)   Except
as otherwise expressly provided in the Agreement with the Grantee, in no event will the continuation of the term of a SAR beyond the date of termination of
employment allow the Employee, or the Employee's beneficiaries or heirs, to accrue additional rights under the Plan, have additional SARs available for exercise, or receive a higher benefit than the
benefit payable as if the SAR had been exercised on the date of employment termination. 




        8.7    No Shareholder Rights.    The Grantee shall have no rights as a shareholder with respect to a SAR. In addition,
no adjustment shall be made for dividends (ordinary or extraordinary, whether in cash, securities or other property) or distributions or rights except as provided in Section 5.2 of this Plan. 


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ARTICLE 9

STOCK CERTIFICATES  


        The Company shall not be required to issue or deliver any certificate for shares of Stock purchased upon the exercise of any Option granted hereunder or any
portion thereof, or deliver any certificate for shares of Restricted Stock granted hereunder, prior to fulfillment of all of the following conditions: 



        (a)   The
admission of such shares to listing on all stock exchanges on which the Stock is then listed; 


        (b)   The
completion of any registration or other qualification of such shares which the Committee shall deem necessary or advisable under any federal or state law or under
the rulings or regulations of the SEC or any other governmental regulatory body; 


        (c)   The
obtaining of any approval or other clearance from any federal or state governmental agency or body which the Committee shall determine to be necessary or advisable;
and 


        (d)   The
lapse of such reasonable period of time following the exercise of the Option as the Board from time to time may establish for reasons of administrative convenience. 




        Stock
certificates issued and delivered to Grantees shall bear such restrictive legends as the Company shall deem necessary or advisable pursuant to applicable federal and state
securities laws. The inability of the Company to obtain approval from any regulatory body having authority deemed by the Company to be necessary to the lawful issuance and sale of any Stock pursuant
to Options shall relieve the Company of any liability with respect to the non-issuance or sale of the Stock as to which such approval shall not have been obtained. The Company shall,
however, use its best efforts to obtain all such approvals. 


ARTICLE 10

TERMINATION AND AMENDMENT  


        10.1    Termination and Amendment.    The Board may at any time terminate the Plan; provided, however, that the Board
(unless its actions are approved or ratified by the shareholders of the Company within twelve months of the date that the Board amends the Plan) may not amend the Plan to: 



        (a)   Increase
the total number of shares of Stock issuable pursuant to Incentive Stock Options under the Plan, except as contemplated in Section 5.2; or 


        (b)   Change
the class of employees eligible to receive Incentive Stock Options that may participate in the Plan. 




        10.2    Effect on Grantee's Rights.    No termination, amendment, or modification of the Plan shall affect adversely a
Grantee's rights under a Stock Option Agreement or Restriction Agreement without the consent of the Grantee or his legal representative. 


ARTICLE 11

RELATIONSHIP TO OTHER COMPENSATION PLANS  


        The adoption of the Plan shall not affect any other stock option, incentive, or other compensation plans in effect for the Company or any of its Subsidiaries; nor
shall the adoption of the Plan preclude the Company or any of its Subsidiaries from establishing any other form of incentive or other compensation plan for employees or Directors of the Company or any
of its Subsidiaries. 


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ARTICLE 12

MISCELLANEOUS  


        12.1    Replacement or Amended Grants.    At the sole discretion of the Committee, and subject to the terms of the
Plan, the Committee may modify outstanding Options or Awards or accept the surrender of outstanding Options or Awards and grant new Options or Awards in substitution for them, provided that no
modification of an Option or Award shall adversely affect a Grantee's rights under a Stock Option Agreement or Restriction Agreement without the consent of the Grantee or his legal representative. 


        12.2    Forfeiture for Competition.    If a Grantee provides services to a competitor of the Company, a Parent or any
Subsidiaries, whether as an employee, officer, director, independent contractor, consultant, agent, or otherwise, such services being of a nature that can reasonably be expected to involve the skills
and experience used or developed by the Grantee while an Employee, then that Grantee's rights under any Options outstanding hereunder shall be forfeited and terminated, and any shares of Restricted
Stock held by such Grantee subject to remaining restrictions shall be forfeited, subject in each case to a determination to the contrary by the Committee. 


        12.3    Leave of Absence.    Unless provided otherwise in a particular Stock Option Agreement, the following
provisions shall apply upon an Optionee's commencement of an authorized leave of absence: 



        (a)   The
exercise schedule in effect for such Option shall be frozen as of the first day of the authorized leave, and the Option shall not become exercisable for any
additional installments of shares of Stock during the period Optionee remains on such leave. 


        (b)   Should
Optionee resume active Employee status within 60 days after the start date of the authorized leave, Optionee shall, for purposes of the applicable exercise
schedule, receive service credit for the entire period of such leave. If Optionee does not resume active Employee status within such 60-day period, then no credit shall be given for the
entire period of such leave. 


        (c)   If
the Option is an Incentive Stock Option, then the following shall also apply: 


        If
the leave of absence continues for more than three months, then the Option shall automatically convert to a Non-Incentive Stock Option under the Federal tax laws upon the
expiration of such three-month period, unless the Optionee's reemployment rights are guaranteed by statute or written agreement. Following any such conversion of the Option, all subsequent exercises
of the Option, whether effected before or after Optionee's return to active Employee status, shall result in an immediate taxable event, and the Company shall be required to collect from Optionee the
Federal, state and local income and employment withholding taxes applicable to such exercise. 



        (d)   In
no event shall the Option become exercisable for any additional shares or otherwise remain outstanding if the Optionee does not resume Employee status prior to the
Expiration Date of the option term. 




        12.4    Plan Binding on Successors.    The Plan shall be binding upon the successors and assigns of the Company. 


        12.5    Singular, Plural; Gender.    Whenever used in this Plan, nouns in the singular shall include the plural, and
the masculine pronoun shall include the feminine gender. 



        12.6    Headings, etc., No Part of Plan.    Headings of Articles and Sections of this Plan are inserted for
convenience and reference; they do not constitute part of the Plan. 


        12.7    Section 16 Compliance.    With respect to Section 16 Insiders and "highly-compensated" persons
under Section 162(m) of the Code, transactions under this Plan are intended to comply with all 


14







 



applicable
conditions of Rule 16b-3 or its successors under the Exchange Act and with Section 162(m) of the Code. To the extent any provision of the Plan or action by the
Committee fails to so comply, it shall be deemed void to the extent permitted by law and deemed advisable by the Committee. In addition, if necessary to comply with Rule 16b-3 with
respect to any grant of an Option hereunder, and in addition to any other vesting or holding period specified hereunder or in an applicable Stock Option Agreement, any Section 16 Insider
acquiring an Option shall be required to hold either the Option or the underlying shares of Stock obtained upon exercise of the Option for a minimum of six months. 


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NUESTRA TARJETA DE SERVICIOS, INC. 2001 STOCK INCENTIVE PLAN