**Exhibit 10.10**

**STOCK OPTION AGREEMENT**

THIS STOCK OPTION AGREEMENT is made on March 12, 2007 by and betweenNational Medical Health Card Systems, Inc., a Delaware corporation (the “Company”) and Thomas W. Erickson (“Optionee”). 

WHEREAS, Optionee serves as the chairman of the Board of Directors of the Company pursuant to an agreement, dated as of February 23, 2007, by and between the Company and Optionee (the “ChairmanAgreement”); and 

WHEREAS, in accordance with the terms of the Chairman Agreement, the Company now desires to grant to Optionee anoption to purchase shares of the Company’s common stock (the “Common Stock”): 

NOW, THEREFORE, the Company andOptionee hereby agree as follows: 

1. Grant of Option. The Company hereby grants to Optionee an option (the “Option”) to purchase100,000 shares of Common Stock (the “Option Shares”), under and pursuant to the terms of the Company’s 1999 Stock Option Plan, as amended (the “Plan”), upon and subject to the terms and provisions of thisAgreement. The Option is not intended to meet the requirements of Section 422 of the Internal Revenue Code of 1986, as amended, relating to “incentive stock options.” 

2. Exercise Price. The exercise price of each of the Option Shares shall be $14.02, which is the closing price per share of Common Stock on the date hereof. 

3. Vesting; Term. (a) Except as specifically provided, the Option shall become vested and become exercisable upon the satisfaction of the following twoconditions: (i) Optionee shall have been a director of the Company though at least February 23, 2008 (the “First Anniversary”) or Optionee shall have resigned at the request of the Board of Directors of the Company or have beenotherwise involuntarily terminated (in either case other than a Termination for Cause (within the meaning of the Chairman Agreement)) on or prior to the First Anniversary and (ii) a Change in Control (as defined in Exhibit B to the ChairmanAgreement) shall have occurred. The options would also immediately vest upon a Change in Control prior to the First Anniversary. If the condition set forth in clause (i) above is not satisfied due to termination of service, then, unless vestingis accelerated, the Option will thereupon terminate and be of no further force or effect. If Optionee’s service terminates due to the Optionee’s death or “disability” (within the meaning of Exhibit B to the Chairman Agreement)prior to the First Anniversary, and a Change in Control shall occur later during the term of this Agreement, then the Option will partially vest in connection with the Change in Control with respect to a proportionate number of the Option Shares(based upon the number of days during the initial one-year vesting period that have elapsed at the time of Optionee’s termination of service) and the balance of the Option shall terminate. 

(b) Unless sooner exercised or terminated, the Option will expire on the tenth anniversary of the date hereof. The Option shall remain in effectfollowing the satisfaction of the condition in clause (i) of the first sentence of paragraph (a) above, notwithstanding any subsequent termination of service. 

4. Exercise of Options. The Option shall be exercised in accordance with the provisions of the Plan. As soon aspracticable after the receipt of notice of exercise (in the form attached hereto as Exhibit A) and payment of the Option Price as provided for in the Plan, the Company shall tender to Optionee certificates issued in Optionee’s nameevidencing the number of Option Shares covered thereby. 

5. Transferability. The Option shall not be transferable other than by will or the laws ofdescent and distribution and, during Optionee’s lifetime, shall not be exercisable by any person other than Optionee. 

6. Incorporation byReference. The terms and conditions of the Plan, which is attached hereto as Exhibit B, are hereby incorporated by reference and made a part hereof. 

7. Notices. Any notice or other communication given hereunder shall be deemed sufficient if in writing and hand delivered or sent by registered or certified mail, return receipt requested, addressed to the Company, 26 Harbor ParkDrive, Port Washington, New York 11050, Attention: Secretary and to Optionee at the address indicated below. Notices shall be deemed to have been given on the date of hand delivery or mailing, except notices of change of address, which shall bedeemed to have been given when received. 

8. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto andtheir respective legal representatives, successors and assigns. 

9. Entire Agreement. This Agreement, and the Plan, contains the entireunderstanding of the parties hereto with respect to the subject matter hereof and may be modified only by an instrument executed by the party sought to be charged. 

*[Signature page follows]*

 

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.

 
NATIONAL MEDICAL HEALTH CARD SYSTEMS, INC.,By: 
/s/ James Smith

Name:
 James Smith
Title:
 Chief Executive Officer
 
OPTIONEE
/s/ Thomas W. Erickson

Thomas W. Erickson

 

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**Exhibit A**

NATIONAL MEDICAL HEALTH CARD SYSTEMS, INC. 

OPTION EXERCISE FORM 

The undersigned hereby irrevocably elects to exercise the within Option dated                     to the extent of purchasing                     shares of common stock of National Medical Health Card Systems, Inc. The undersigned hereby makes a payment of$             in payment therefor. 

 

 
Name of Optionee
 
Signature of Optionee
 

Address of Holder

 
Date

**Exhibit B**

**National Medical Health Card Systems, Inc.**

**1999 Stock Option Plan**

**As Amended on March 19, 2004**

1.**Purpose of the Plan**. The National Medical Health Card Systems, Inc. 1999 Stock Option Plan (the “Plan”) is intended to advance the interests of National Medical Health Card Systems, Inc. (the “Company”) by inducingindividuals and eligible entities (as hereinafter provided) of outstanding ability and potential to join and remain with, or provide consulting or advisory services to, the Company, by encouraging and enabling eligible employees, non- employeeDirectors, consultants and advisors to acquire proprietary interests in the Company, and by providing the participating employees, non-employee Directors, consultants and advisors with an additional incentive to promote the success of the Company.This is accomplished by providing for the granting of “Options,” which term as used herein includes both “Incentive Stock Options” and “Nonstatutory Stock Options,” as later defined, to employees, non-employeeDirectors, consultants and advisors. 

2. **Administration**. The Plan shall be administered by the Board of Directors of theCompany (the “Board of Directors”) or by a committee (the “Committee”) consisting of at least one (1) person chosen by the Board of Directors. Except as herein specifically provided, the interpretation and construction bythe Board of Directors or the Committee of any provision of the Plan or of any Option granted under it shall be final and conclusive. The receipt of Options by Directors, or any members of the Committee, shall not preclude their vote on any mattersin connection with the administration or interpretation of the Plan. 

3. **Shares Subject to the Plan**. The stock subject toOptions granted under the Plan shall be shares of the Company’s common stock, par value $.001 per share (the 

“Common Stock”), whether authorized but unissued or held in the Company’s treasury, or shares purchased from stockholders expressly for useunder the Plan. **The maximum number of shares of Common Stock (a) which may be issued pursuant to Options or SARs granted under the Plan shall not exceed in the aggregate four million eight hundred fifty thousand (4,850,000) shares, and(b) with respect to which Options and SARs (as hereinafter defined) may be granted during any fiscal year of the Company to any employee shall not exceed six hundred thousand (600,000) shares, subject to adjustment in accordance with theprovisions of Section 14 hereof.**The Company shall at all times while the Plan is in force reserve such number of shares of Common Stock as will be sufficient to satisfy the requirements of all outstanding Options granted under the Plan. Inthe event any Option granted under the Plan shall expire or terminate for any reason without having been exercised in full or shall cease for any reason to be exercisable in whole or in part, the unpurchased shares subject thereto shall again beavailable for Options under the Plan. 

4. **Participation**. The class of individual or entity that shall be eligible to receiveOptions under the Plan shall be (a) with respect to Incentive Stock Options described in Section 6 hereof, all employees (including officers) of either the Company or any subsidiary corporation of the Company, and (b) with respect toNonstatutory Stock Options described in Section 7 hereof, all employees (including officers) and non-employee Directors of, or consultants and advisors to, either the Company or any subsidiary corporation of the Company; provided, however, thatNonstatutory Stock Options shall not be granted to any such consultants and advisors unless (i) bonafide services have been or are to be rendered by such consultant or advisor and (ii) such services are not in connectionwith the offer or sale of securities in a capital raising transaction. For purposes of the Plan, for an entity to be an eligible entity, it must be 

 

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included in the definition of “employee” for purposes of a Form S-8 Registration Statement filed under the Securities Act of 1933, as amended (the“Act”). The Board of Directors or the Committee, in its sole discretion, but subject to the provisions of the Plan, shall determine the employees and non-employee Directors of, and the consultants and advisors to, the Company and itssubsidiary corporations to whom Options shall be granted, and the number of shares to be covered by each Option, taking into account the nature of the employment or services rendered by the individuals or entities being considered, their annualcompensation, their present and potential contributions to the success of the Company, and such other factors as the Board of Directors or the Committee may deem relevant. 

5. **Stock Option Agreement**. Each Option granted under the Plan shall be authorized by the Board of Directors or the Committee, and shall beevidenced by a Stock Option Agreement which shall be executed by the Company and by the individual or entity to whom such Option is granted. The Stock Option Agreement shall specify the number of shares of Common Stock as to which any Option isgranted, the period during which the Option is exercisable, the option price per share thereof, and such other terms and provisions as the Board of Directors or the Committee may deem necessary or appropriate. 

6. **Incentive Stock Options**. The Board of Directors or the Committee may grant Options under the Plan, which are intended to meet therequirements of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), and which are subject to the following terms and conditions and any other terms and conditions as may at any time be required bySection 422 of the Code (referred to herein as an “Incentive Stock Option”): 

(a) No Incentive Stock Option shall be grantedto individuals other than employees of the Company or of a subsidiary corporation of the Company. 

 

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(b) Each Incentive Stock Option under the Plan must be granted prior to February 9, 2009, which iswithin ten (10) years from the date the Plan was adopted by the Board of Directors of the Company. 

(c) The option price of the sharessubject to any Incentive Stock Option shall not be less than the fair market value of the Common Stock at the time such Incentive Stock Option is granted; provided, however, if an Incentive Stock Option is granted to an individual who owns, at thetime the Incentive Stock Option is granted, more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or of a parent or subsidiary corporation of the Company (a “Principal Stockholder”), theoption price of the shares subject to the Incentive Stock Option shall be at least one hundred ten percent (110%) of the fair market value of the Common Stock at the time the Incentive Stock Option is granted. 

(d) No Incentive Stock Option granted under the Plan shall be exercisable after the expiration of ten (10) years from the date of its grant.However, if an Incentive Stock Option is granted to a Principal Stockholder, such Incentive Stock Option shall not be exercisable after the expiration of five (5) years from the date of its grant. Every Incentive Stock Option granted under thePlan shall be subject to earlier termination as expressly provided in Section 12 hereof. 

(e) For purposes of determining stockownership under this Section 6, the attribution rules of Section 424(d) of the Code shall apply. 

(f) For purposes of the Plan,fair market value shall be determined by the Board of Directors or the Committee. If the Common Stock is listed on a national securities exchange or The Nasdaq Stock Market (“Nasdaq”) or traded on the NASD OTC Electronic Bulletin Board(the “Bulletin Board”) or the Over-the-Counter market, fair market value shall be 

 

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the closing selling price or, if not available, the closing bid price or, if not available, the high bid price of the Common Stock quoted on such exchange orNasdaq, or as reported by the Bulletin Board or, with respect to the Over-the-Counter market, the National Quotation Bureau, Incorporated or other reporting bureau, on the day immediately preceding the day on which the Option is granted (or, ifgranted after the close of trading, on the day on which the Option is granted), or, if there is no selling or bid price on that day, the closing selling price, closing bid price or high bid price on the most recent day which precedes that day andfor which such prices are available. If there is no selling or bid price for the thirty (30) day period preceding the date of grant of an Option hereunder, fair market value shall be determined in good faith by the Board of Directors or theCommittee. 

7. **Nonstatutory Stock Options**. The Board of Directors or the Committee may grant Options under the Plan which arenot intended to meet the requirements of Section 422 of the Code, as well as Options which are intended to meet the requirements of Section 422 of the Code but the terms of which provide that they will not be treated as Incentive StockOptions (referred to herein as a “Nonstatutory Stock Option”). Nonstatutory Stock Options shall be subject to the following terms and conditions: 

(a) A Nonstatutory Stock Option may be granted to any individual or entity eligible to receive an Option under the Plan pursuant to Section 4(b) hereof. 

(b) The option price of the shares subject to a Nonstatutory Stock Option shall be determined by the Board of Directors or the Committee, in its solediscretion, at the time of the grant of the Nonstatutory Stock Option. 

 

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(c) A Nonstatutory Stock Option granted under the Plan may be of such duration as shall be determined bythe Board of Directors or the Committee (subject to earlier termination as expressly provided in Section 12 hereof). 

8. **ReloadFeature**. The Board of Directors or the Committee may grant Options with a reload feature. A reload feature shall only apply when the option price is paid by delivery of Common Stock (as set forth in Section 13(b)(ii)). The Stock OptionAgreement for the Options containing the reload feature shall provide that the Option holder shall receive, contemporaneously with the payment of the option price in shares of Common Stock, a reload stock option (the “Reload Option”) topurchase that number of shares of Common Stock equal to the sum of (i) the number of shares of Common Stock used to exercise the Option, and (ii) with respect to Nonstatutory Stock Options, the number of shares of Common Stock used tosatisfy any tax withholding requirement incident to the exercise of such Nonstatutory Stock Option. The terms of the Plan applicable to the Option shall be equally applicable to the Reload Option with the following exceptions: (i) the optionprice per share of Common Stock deliverable upon the exercise of the Reload Option, (A) in the case of a Reload Option which is an Incentive Stock Option being granted to a Principal Stockholder, shall be one hundred ten percent (110%) ofthe fair market value of a share of Common Stock on the date of grant of the Reload Option and (B) in the case of a Reload Option which is an Incentive Stock Option being granted to an individual or entity other than a Principal Stockholder oris a Nonstatutory Stock Option, shall be the fail-market value of a share of Common Stock on the date of grant of the Reload Option; and (ii) the term of the Reload Option shall be equal to the remaining option term of the Option (including aReload Option) which gave rise to the Reload Option. The Reload Option shall be evidenced by an appropriate amendment to the Stock Option Agreement for the Option which gave rise to the 

 

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Reload Option. In the event the exercise price of an Option containing a reload feature is paid by check and not in shares of Common Stock, the reloadfeature shall have no application with respect to such exercise. 

9. **Rights of Option Holders**. The holder of any Optiongranted under the Plan shall have none of the rights of a stockholder with respect to the stock covered by his Option until such stock shall be transferred to him upon the exercise of his Option. 

10. **Alternate Stock Appreciation Rights**. 

(a) Concurrently with, or subsequent to, the award of any Option to purchase one or more shares of Common Stock, the Board of Directors or the Committee may, in its sole discretion, subject to the provisions of thePlan and such other terms and conditions as the Board of Directors or the Committee may prescribe, award to the optionee with respect to each share of Common Stock covered by an Option (“Related Option”), a related alternate stockappreciation right (“SAR”), permitting the optionee to be paid the appreciation on the Related Option in lieu of exercising the Related Option. An SAR granted with respect to an Incentive Stock Option must be granted together with theRelated Option. An SAR granted with respect to a Nonstatutory Stock Option may be granted together with, or subsequent to, the grant of such Related Option. 

(b) Each SAR granted under the Plan shall be authorized by the Board of Directors or the Committee, and shall be evidenced by an SAR Agreement which shall be executed by the Company and by the individual or entity towhom such SAR is granted. The SAR Agreement shall specify the period during which the SAR is exercisable, and such other terms and provisions not inconsistent with the Plan. 

 

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(c) An SAR may be exercised only if and to the extent that its Related Option is eligible to be exercisedon the date of exercise of the SAR. To the extent that a holder of an SAR has a current right to exercise, the SAR may be exercised from time to time by delivery by the holder thereof to the Company at its principal office (attention: Secretary) ofa written notice of the number of shares with respect to which it is being exercised. Such notice shall be accompanied by the agreements evidencing the SAR and the Related Option. In the event the SAR shall not be exercised in full, the Secretary ofthe Company shall endorse or cause to be endorsed on the SAR Agreement and the Related Option Agreement the number of shares which have been exercised thereunder and the number of shares that remain exercisable under the SAR and the Related Optionand return such SAR and Related Option to the holder thereof. 

(d) An optionee may exercise an SAR only when the market price on theexercise date of a share of Common Stock subject to the Related Option exceeds the exercise price per share of the Related Option (the “SAR Spread”). The amount of payment to which an optionee shall be entitled upon the exercise of eachSAR shall be equal to one hundred percent (100%) of the SAR Spread; provided, however, the Company may, in its sole discretion, withhold from any such cash payment any amount necessary to satisfy the Company’s obligation for withholdingtaxes with respect to such payment. 

(e) The amount payable by the Company to an optionee upon exercise of a SAR may, in the soledetermination of the Company, be paid in shares of Common Stock, cash or a combination thereof, as set forth in the SAR Agreement. In the case of a payment in shares, the number of shares of Common Stock to be paid to an optionee upon suchoptionee’s exercise of an SAR shall be determined by dividing the amount of payment determined pursuant to Section 10(d) hereof by the fair market value of a share of Common Stock on the exercise date of 

 

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such SAR. For purposes of the Plan, the exercise date of an SAR shall be the date the Company receives written notification from the optionee of the exerciseof the SAR in accordance with the provisions of Section 10(c) hereof. As soon as practicable after exercise, the Company shall either deliver to the optionee the amount of cash due such optionee or a certificate or certificates for such sharesof Common Stock, All such shares shall be issued with the rights and restrictions specified herein. 

(f) SARs shall terminate or expireupon the same conditions and in the same manner as the Related Options, and as set forth in Section 12 hereof. 

(g) The exercise ofany SAR shall cancel and terminate the right to purchase an equal number of shares covered by the Related Option. 

(h) Upon the exercise ortermination of any Related Option, the SAR with respect to such Related Option shall terminate to the extent of the number of shares of Common Stock as to which the Related Option was exercised or terminated. 

(i) No SAR granted pursuant to the Plan shall be transferable by the individual or entity to whom it was granted otherwise than by will or the laws ofdescent and distribution, and, during the lifetime of an individual, shall not be exercisable by any other person, but only by him. 

11.**Transferability**. No Option granted under the Plan shall be transferable by the individual or entity to whom it was granted otherwise than by will or the laws of descent and distribution, and, during the lifetime of an individual, shallnot be exercisable by any other person, but only by him. 

 

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12. **Termination of Employment or Death**. 

(a) Subject to the terms of the Stock Option Agreement, if the employment of an employee by, or the services of a non-employee Director for, or consultantor advisor to, the Company or a subsidiary corporation of the Company shall be terminated for cause or voluntarily by the employee, non-employee Director, consultant or advisor, then his or its Option shall expire forthwith. Subject to the terms ofthe Stock Option Agreement, and except as provided in subsections (b) and (c) of this Section 12, if such employment or services shall terminate for any other reason, then such Option may be exercised at any time within three(3) months after such termination, subject to the provisions of subsection (d) of this Section 12. For purposes of the Plan, the retirement of an individual either pursuant to a pension or retirement plan adopted by the Company or atthe normal retirement date prescribed from time to time by the Company shall be deemed to be termination of such individual’s employment other than voluntarily or for cause. For purposes of this subsection (a), an employee, non-employeeDirector, consultant or advisor who leaves the employ or services of the Company to become an employee or non-employee Director of, or a consultant or advisor to, a subsidiary corporation of the Company or a corporation (or subsidiary or parentcorporation of the corporation) which has assumed the Option of the Company as a result of a corporate reorganization, etc., shall not be considered to have terminated his employment or services. 

(b) Subject to the terms of the Stock Option Agreement, if the holder of an Option under the Plan dies (i) while employed by, or while serving as anon-employee Director for or a consultant or advisor to, the Company or a subsidiary corporation of the Company, or (ii) within three (3) months after the termination of his employment or services other than voluntarily by the employee ornon-employee Director, consultant or advisor, or for cause, then 

 

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such Option may, subject to the provisions of subsection (d) of this Section 12, be exercised by the estate of the employee or non-employeeDirector, consultant or advisor, or by a person who acquired the right to exercise such Option by bequest or inheritance or by reason of the death of such employee or non-employee Director, consultant or advisor at any time within one (1) yearafter such death. 

(c) Subject to the terms of the Stock Option Agreement, if the holder of an Option under the Plan ceases employment orservices because of permanent and total disability (within the meaning of Section 22(e)(3) of the Code) while employed by, or while serving as a non-employee Director for or consultant or advisor to, the Company or a subsidiary corporation ofthe Company, then such Option may, subject to the provisions of subsection (d) of this Section 12, be exercised at any time within one (1) year after his termination of employment, termination of Directorship or termination ofconsulting or advisory services, as the case may be, due to the disability. 

(d) An Option may not be exercised pursuant to thisSection 12 except to the extent that the holder was entitled to exercise the Option at the time of termination of employment, termination of Directorship, termination of consulting or advisory services, or death, and in any event may not beexercised after the expiration of the Option. 

(e) For purposes of this Section 12, the employment relationship of an employee of theCompany or of a subsidiary corporation of the Company will be treated as continuing intact while he is on military or sick leave or other bona fide leave of absence (such as temporary employment by the Government) if such leave does not exceedninety (90) days, or, if longer, so long as his right to reemployment is guaranteed either by statute or by contract. 

 

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13. **Exercise of Options**. 

(a) Unless otherwise provided in the Stock Option Agreement, any Option granted under the Plan shall be exercisable in whole at any time, or in part fromtime to time, prior to expiration. The Board of Directors or the Committee, in its absolute discretion, may provide in any Stock Option Agreement that the exercise of any Options granted under the Plan shall be subject (i) to such condition orconditions as it may impose, including, but not limited to, a condition that the holder thereof remain in the employ or service of, or continue to provide consulting or advisory services to, the Company or a subsidiary corporation of the Company forsuch period or periods from the date of grant of the Option as the Board of Directors or the Committee, in its absolute discretion, shall determine; and (ii) to such limitations as it may impose, including, but not limited to, a limitation thatthe aggregate fair market value of the Common Stock with respect to which Incentive Stock Options are exercisable for the first time by any employee during any calendar year (under all plans of the Company and its parent and subsidiary corporations)shall not exceed one hundred thousand dollars ($100, 000). For purposes of the preceding sentence, the fair market value of any stock shall be determined as of the date the option with respect to such stock is granted. In addition, in the event thatunder any Stock Option Agreement the aggregate fair market value of the Common Stock with respect to which Incentive Stock Options are exercisable for the first time by any employee during any calendar year (under all plans of the Company and itsparent and subsidiary corporations) exceeds one hundred thousand dollars ($100, 000), the Board of Directors or the Committee may, when shares are transferred upon exercise of such Options, designate those shares which shall be treated astransferred upon exercise of an Incentive Stock Option and those shares which shall be treated as transferred upon exercise of a Nonstatutory Stock Option. 

 

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(b) An Option granted under the Plan shall be exercised by the delivery by the holder thereof to theCompany at its principal office (attention of the Secretary) of written notice of the number of shares with respect to which the Option is being exercised. Such notice shall be accompanied, or followed within ten (10) days of delivery thereof,by payment of the full option price of such shares, and payment of such option price shall be made by the holder’s delivery of (i) his check payable to the order of the Company; (ii) previously acquired Common Stock, the fair marketvalue of which shall be determined as of the date of exercise; (iii) if provided in the Stock Option Agreement at the discretion of the Board or Committee, a promissory note made payable to the Company accompanied by cash payment of the parvalue of the Common Stock being purchased; or (iv) by the holder’s delivery of any combination of the foregoing (i), (ii) and if provided in the Stock Option Agreement at the discretion of the Board or Committee, (iii). 

14. **Adjustment Upon Change in Capitalization**. 

(a) **In the event that the outstanding Common Stock is hereafter changed by reason of reorganization, merger, consolidation, recapitalization, reclassification, stock split-up, combination of shares, reverse split,stock dividend or the like, an appropriate adjustment shall be made by the Board of Directors or the Committee in the aggregate number of shares available under the Plan, the maximum number of shares with respect to which Options and SARs may begranted during any fiscal year of the Company to any employee and in the number of shares and option price per share subject to outstanding Options.**If the Company shall be reorganized, consolidated, or merged with another corporation, theholder of an Option shall be entitled to receive upon the exercise of his Option the same number and kind of shares of stock or the same amount of property, cash or 

 

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securities as he would have been entitled to receive upon the happening of any such corporate event as if he had been, immediately prior to such event, theholder of the number of shares covered by his Option; provided, however, that in such event the Board of Directors or the Committee shall have the discretionary power to take any action necessary or appropriate to prevent any Incentive Stock Optiongranted hereunder which is intended to be an “incentive stock option” from being disqualified as such under the then existing provisions of the Code or any law amendatory thereof or supplemental thereto. 

(b) Any adjustment in the number of shares shall apply proportionately to only the unexercised portion of the Option granted hereunder. If fractions of ashare would result from any such adjustment, the adjustment shall be revised to the next lower whole number of shares. 

15. **FurtherConditions of Exercise**. 

(a) Unless prior to the exercise of the Option the shares issuable upon such exercise have been registeredwith the Securities and Exchange Commission pursuant to the Act, the notice of exercise shall be accompanied by a representation or agreement of the person or estate exercising the Option to the Company to the effect that such shares are beingacquired for investment purposes and not with a view to the distribution thereof, or such other documentation as may be required by the Company, unless in the opinion of counsel to the Company such representation, agreement or documentation is notnecessary to comply with the Act. 

(b) The Company shall not be obligated to deliver any Common Stock until it has been listed on eachsecurities exchange or stock market on which the Common Stock may then be listed or until there has been qualification under or compliance with such federal or state laws, rules or regulations as the Company may deem applicable. The Company shalluse reasonable efforts to obtain such listing, qualification and compliance. 

 

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16. **Effectiveness of the Plan**. The Plan was adopted by the Board of Directors onFebruary 10, 1999. The Plan shall be subject to approval on or before February 9, 2000, which is within one (1) year of adoption of the Plan by the Board of Directors, by a majority of the votes cast at a meeting of stockholders ofthe Company by the holders of shares entitled to vote thereon (or, in the case of action by written consent in lieu of a meeting of stockholders, the number of votes required by applicable law to act in lieu of a meeting) (“StockholderApproval”). In the event such Stockholder Approval is withheld or otherwise not received on or before the latter date, the Plan and, subject to the terms of the Stock Option Agreement, all Options that may have been granted hereunder shallbecome null and void. 

17. **Termination, Modification and Amendment**. 

(a) The Plan (but not Options or SARs previously granted under the Plan) shall terminate on February 9, 2009, which is within ten (10) yearsfrom the date of its adoption by the Board of Directors of the Company, or sooner as hereinafter provided, and no Option shall be granted after termination of the Plan. 

(b) The Plan may from time to time be terminated, modified, or amended if Stockholder Approval of the termination, modification or amendment is obtained. 

(c) In addition, the Board of Directors may at any time, on or before the termination date referred to in Section 17(a) hereof, terminate the Plan,or from time to time make such modifications or amendments to the Plan as it may deem advisable; provided, however, that the Board of Directors shall not, without Stockholder Approval, increase (except as otherwise provided by Section 14hereof) the maximum number of shares as to which Options 

 

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may be granted hereunder, change the designation of individuals or entities eligible to receive Options, make any other change which would prevent anyIncentive Stock Option granted hereunder which is intended to be an “incentive stock option” from qualifying as such under the then existing provisions of the Code or any law amendatory thereof or supplemental thereto, or adopt anymodification or amendment which, pursuant to the applicable law, requires Stockholder Approval. 

(d) No termination, modification, oramendment of the Plan may, without the consent of the individual or entity to whom any Option shall have been granted, adversely affect the rights conferred by such Option. 

18. **Not a Contract of Employment**. Nothing contained in the Plan or in any Stock Option Agreement executed pursuant hereto shall be deemedto confer upon any individual or entity to whom an Option is or may be granted hereunder any right to remain in the employ or service of the Company or a subsidiary corporation of the Company or any entitlement to any remuneration or other benefitpursuant to any consulting or advisory arrangement. 

19. **Use of Proceeds**. The proceeds from the sale of shares pursuant toOptions granted under the Plan shall constitute general funds of the Company. 

20. **Indemnification of Board of Directors orCommittee**. In addition to such other rights of indemnification as they may have, the members of the Board of Directors or the Committee, as the case may be, shall be indemnified by the Company to the extent permitted under applicable lawagainst all costs and expenses reasonably incurred by them in connection with any action, suit, or proceeding to which they or any of them may be a party by reason of any action taken or failure to act under or in connection with the Plan or anyrights granted 

 

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thereunder and against all amounts paid by them in settlement thereof or paid by them in satisfaction of a judgment of any such action, suit or proceeding,except a judgment based upon a finding of bad faith. Upon the institution of any such action, suit, or proceeding, the member or members of the Board of Directors or the Committee, as the case may be, shall notify the Company in writing, giving theCompany an opportunity at its own cost to defend the same before such member or members undertake to defend the same on his or their own behalf. 

21. **Captions**. The use of captions in the Plan is for convenience. The captions are not intended to provide substantive rights. 

22. **Disqualifying Dispositions**. If Common Stock acquired upon exercise of an Incentive Stock Option granted under the Plan is disposed of within two years following the date of grant of the IncentiveStock Option or one year following the issuance of the Common Stock to the Optionee, or is otherwise disposed of in a manner that results in the optionee being required to recognize ordinary income, rather than capital gain, from the disposition (a“Disqualifying Disposition”), the holder of the Common Stock shall, immediately prior to such Disqualifying Disposition, notify the Company in writing of the date and terms of such Disqualifying Disposition and provide such otherinformation regarding the Disqualifying Disposition as the Company may reasonably require. 

23. **Withholding Taxes**. Wheneverunder the Plan shares of Common Stock are to be delivered by an optionee upon exercise of a Nonstatutory Stock Option, the Company shall be entitled to require as a condition of delivery that the optionee remit or, in appropriate cases, agree toremit when due, an amount sufficient to satisfy all current or estimated future Federal, state and local income tax withholding requirements, including, without limitation, the employee’s portion of any employment tax requirements relatingthereto. At the time of a 

 

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Disqualifying Disposition, the optionee shall remit to the Company in cash the amount of any applicable Federal, state and local income tax withholding andthe employee’s portion of any employment taxes. 

24. **Other Provisions**. Each Option granted under the Plan may containsuch other terms and conditions not inconsistent with the Plan as may be determined by the Board or the Committee, in its sole discretion. Notwithstanding the foregoing, each Incentive Stock Option granted under the Plan shall include those termsand conditions which are necessary to qualify the Incentive Stock Option as an “incentive stock option” within the meaning of Section 422 of the Code and the regulations thereunder and shall not include any terms and conditions whichare inconsistent therewith. 

25. **Definitions**. For purposes of the Plan, the terms “parent corporation” and“subsidiary corporation” shall have the meanings set forth in Sections 424(e) and 424(f) of the Code, respectively, and the masculine shall include the feminine and the neuter as the context requires. 

26. **Governing Law**. The Plan shall be governed by, and all questions arising hereunder shall be determined in accordance with, the laws ofthe State of New York. 

 

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