Exhibit
      10.3

    


    THE
      VETERINARY COMPANY, INC.

    


    2003
      STOCK INCENTIVE PLAN

    


    1. Purpose.
      The
      purpose of the 2003 Stock Incentive Plan (the “Plan”) of The Veterinary Company,
      Inc. (the “Company”) is to increase stockholder value and to advance the
      interests of the Company by furnishing a variety of economic incentives
      (“Incentives'”) designed to attract, retain and motivate employees, certain key
      consultants and directors of the Company. Incentives may consist of
      opportunities to purchase or receive shares of Common Stock, $.001 par value,
      of
      the Company (“Common Stock”) on terms determined under this Plan.

    


    2. Administration.
      The
      Plan shall be administered by the board of directors of the Company (the “Board
      of Directors”) or by a stock option or compensation committee (the “Committee”)
      of the Board of Directors. The Committee shall consist of not less than two
      directors of the Company and shall be appointed from time to time by the Board
      of Directors. During any time period during which the Company has a class of
      equity securities registered under Section 12 of the Securities Exchange Act
      of
      1934 (including the regulations promulgated thereunder, the “1934 Act”), each
      member of the Committee shall be (i) a “non-employee
      director” within the meaning of Rule 16b-3 of the Securities
      Exchange Act of 1934 (including the regulations promulgated thereunder, the
      “1934 Act”)
      (a
“Non-Employee Director”), and
      (ii)
      shall be an “outside director” within the meaning of Section 162(m) under the
      Internal Revenue Code of 1986, as amended (the “Code”) and the regulations
      promulgated thereunder. The Committee shall have complete authority to award
      Incentives under the Plan, to interpret the Plan, and to make any other
      determination which it believes necessary and advisable for the proper
      administration of the Plan. The Committee’s decisions and matters relating to
      the Plan shall be final and conclusive on the Company and its participants.
      If
      at any time there is no stock option or compensation committee, the term
“Committee”, as used in the Plan, shall refer to the Board of
      Directors.

    


    3. Eligible
      Participants.
      Officers of the Company, employees of the Company or its subsidiaries, members
      of the Board of Directors, and consultants or other independent contractors
      who
      provide services to the Company or its subsidiaries shall be eligible to receive
      Incentives under the Plan when designated by the Committee. Participants may
      be
      designated individually or by groups or categories (for example, by pay grade)
      as the Committee deems appropriate. Participation by officers of the Company
      or
      its subsidiaries and any performance objectives relating to such officers must
      be approved by the Committee. Participation by others and any performance
      objectives relating to others may be approved by groups or categories (for
      example, by pay grade) and authority to designate participants who are not
      officers and to set or modify such targets may be delegated.

    


    4. Types
      of Incentives.
      Incentives under the Plan may be granted in any one or a combination of the
      following forms: (a) incentive stock options and non-statutory stock options
      (section 6); (b) stock appreciation rights (“SARs”) (section 7); (c) stock
      awards (section 8); (d) restricted stock (section 8); and (e) performance shares
      (section 9).

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    


    5. Shares
      Subject to the Plan.

    


    5.1. Number
      of Shares.
      Subject
      to adjustment as provided in Section 10.6, the number of shares of Common Stock
      which may be issued under the Plan shall not exceed 600,000 shares of Common
      Stock. Shares of Common Stock that are issued under the Plan or are subject
      to
      outstanding Incentives will be applied to reduce the maximum number of shares
      of
      Common Stock remaining available for issuance under the Plan.

    


    5.2. Cancellation.
      To the
      extent that cash in lieu of shares of Common Stock is delivered upon the
      exercise of an SAR pursuant to Section 7.4, the Company shall be deemed, for
      purposes of applying the limitation on the number of shares, to have issued
      the
      greater of the number of shares of Common Stock which it was entitled to issue
      upon such exercise or on the exercise of any related option. In the event that
      a
      stock option or SAR granted hereunder expires or is terminated or canceled
      unexercised as to any shares of Common Stock, such shares may again be issued
      under the Plan either pursuant to stock options, SARs or otherwise. In the
      event
      that shares of Common Stock are issued as restricted stock or pursuant to a
      stock award and thereafter are forfeited or reacquired by the Company pursuant
      to rights reserved upon issuance thereof, such forfeited and reacquired shares
      may again be issued under the Plan, either as restricted stock, pursuant to
      stock awards or otherwise. The Committee may also determine to cancel, and
      agree
      to the cancellation of, stock options in order to make a participant eligible
      for the grant of a stock option at a lower price than the option to be
      canceled.

    


    5.3. Type
      of Common Stock.
      Common
      Stock issued under the Plan in connection with stock options, SARs, performance
      shares, restricted stock or stock awards, may be authorized and unissued shares
      or treasury stock, as designated by the Committee.

    


    6. Stock
      Options.
      A stock
      option is a right to purchase shares of Common Stock from the Company. Each
      stock option granted by the Committee under this Plan shall be subject to the
      following terms and conditions:

    


    6.1. Price.
      The
      option price per share shall be determined by the Committee, subject to
      adjustment under Section 10.6.

    


    6.2. Number.
      The
      number of shares of Common Stock subject to the option shall be determined
      by
      the Committee, subject to adjustment as provided in Section 10.6. The number
      of
      shares of Common Stock subject to a stock option shall be reduced in the same
      proportion that the holder thereof exercises a SAR if any SAR is granted in
      conjunction with or related to the stock option. Notwithstanding the foregoing,
      no person shall receive grants of Stock Options under the Plan (during any
      one
      fiscal year of the Company) that exceed fifty percent (50%) of the total shares
      authorized pursuant to Section 5.1 hereof.  

    


    6.3. Duration
      and Time for Exercise.
      Subject
      to earlier termination as provided in Section 10.4, the term of each stock
      option shall be determined by the Committee but shall not exceed ten years
      and
      one day from the date of grant. Each stock option shall become exercisable
      at
      such time or times during its term as shall be determined by the Committee
      at
      the time of grant. The Committee may accelerate the exercisability of any stock
      option. Subject to the foregoing and with the approval of the Committee, all
      or
      any part of the shares of Common Stock with respect to which the right to
      purchase has accrued may be purchased by the Company at the time of such accrual
      or at any time or times thereafter during the term of the option.

     

    
      
         

      

      
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    6.4. Manner
      of Exercise.
      A stock
      option may be exercised, in whole or in part, by giving written notice to the
      Company, specifying the number of shares of Common Stock to be purchased and
      accompanied by the full purchase price for such shares. The option price shall
      be payable (a) in United States dollars upon exercise of the option and may
      be
      paid by cash, uncertified or certified check or bank draft; (b) at the
      discretion of the Committee, by delivery of shares of Common Stock in payment
      of
      all or any part of the option price, which shares shall be valued for this
      purpose at the Fair Market Value on the date such option is exercised; or (c)
      at
      the discretion of the Committee, by instructing the Company to withhold from
      the
      shares of Common Stock issuable upon exercise of the stock option shares of
      Common Stock in payment of all or any part of the exercise price and/or any
      related withholding tax obligations, which shares shall be valued for this
      purpose at the Fair Market Value or in such other manner as may be authorized
      from time to time by the Committee. The shares of Common Stock delivered by
      the
      participant pursuant to Section 6.4(b) must have been held by the participant
      for a period of not less than six months prior to the exercise of the option,
      unless otherwise determined by the Committee. Prior to the issuance of shares
      of
      Common Stock upon the exercise of a stock option, a participant shall have
      no
      rights as a stockholder.

    


    6.5. Incentive
      Stock Options.
      Notwithstanding anything in the Plan to the contrary, the following additional
      provisions shall apply to the grant of stock options which are intended to
      qualify as Incentive Stock Options (as such term is defined in Section 422
      of
      the Code):

    


    (a) The
      aggregate Fair Market Value (determined as of the time the option is granted)
      of
      the shares of Common Stock with respect to which Incentive Stock Options are
      exercisable for the first time by any participant during any calendar year
      (under all of the Company’s plans) shall not exceed $100,000. The determination
      will be made by taking incentive stock options into account in the order in
      which they were granted. If such excess only applies to a portion of an
      Incentive Stock Option, the Committee, in its discretion, will designate which
      shares will be treated as shares to be acquired upon exercise of an Incentive
      Stock Option.

    


    (b) Any
      Incentive Stock Option certificate authorized under the Plan shall contain
      such
      other provisions as the Committee shall deem advisable, but shall in all events
      be consistent with and contain all provisions required in order to qualify
      the
      options as Incentive Stock Options.

    


    (c) All
      Incentive Stock Options must be granted within ten years from the earlier of
      the
      date on which this Plan was adopted by Board of Directors or the date this
      Plan
      was approved by the stockholders.

     

    
      
         

      

      
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    (d) Unless
      sooner exercised, all Incentive Stock Options shall expire no later than 10
      years after the date of grant.

    


    (e) The
      option price for Incentive Stock Options shall be not less than the Fair Market
      Value of the Common Stock subject to the option on the date of
      grant.

    


    (f) If
      Incentive Stock Options are granted to any participant who, at the time such
      option is granted, would own (within the meaning of Section 422 of the Code)
      stock possessing more than 10% of the total combined voting power of all classes
      of stock of the employer corporation or of its parent or subsidiary corporation,
      (i) the option price for such Incentive Stock Options shall be not less than
      110% of the Fair Market Value of the Common Stock subject to the option on
      the
      date of grant and (ii) such Incentive Stock Options shall expire no later than
      five years after the date of grant.

    


    6.6 Right
      of Redemption.
      The
      agreement with the recipient evidencing a stock option grant may include a
      provision whereby the Company may elect, prior to the date of the first
      registration of an equity security of the Company pursuant to the Exchange
      Act
      of 1934, as amended, to repurchase from a former Company employee, director,
      consultant, advisor or other independent contractor, and their respective
      successors and assigns, all or any part of the shares of Common Stock received
      by a participant pursuant to the exercise of a stock option. Any such repurchase
      must be made no earlier than six months following the termination of the
      holder’s relationship with the Company giving rise to the stock option grant and
      at fair market value, as determined by the Committee, on such date of
      redemption.

    


    7. Stock
      Appreciation Rights.
      An SAR
      is a right to receive, without payment to the Company, a number of shares of
      Common Stock, cash or any combination thereof, the amount of which is determined
      pursuant to the formula set forth in Section 7.4. An SAR may be granted (a)
      with
      respect to any stock option granted under this Plan, either concurrently with
      the grant of such stock option or at such later time as determined by the
      Committee (as to all or any portion of the shares of Common Stock subject to
      the
      stock option), or (b) alone, without reference to any related stock option.
      Each
      SAR granted by the Committee under this Plan shall be subject to the following
      terms and conditions:

    


    7.1. Number.
      Each
      SAR granted to any participant shall relate to such number of shares of Common
      Stock as shall be determined by the Committee, subject to adjustment as provided
      in Section 10.6. In the case of an SAR granted with respect to a stock option,
      the number of shares of Common Stock to which the SAR pertains shall be reduced
      in the same proportion that the holder of the option exercises the related
      stock
      option.

    


    7.2. Duration.
      Subject
      to earlier termination as provided in Section 10.4, the term of each SAR shall
      be determined by the Committee but shall not exceed ten years and one day from
      the date of grant. Unless otherwise provided by the Committee, each SAR shall
      become exercisable at such time or times, to such extent and upon such
      conditions as the stock option, if any, to which it relates is exercisable.
      The
      Committee may in its discretion accelerate the exercisability of any
      SAR.

     

    
      
         

      

      
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    7.3. Exercise.
      An SAR
      may be exercised, in whole or in part, by giving written notice to the Company,
      specifying the number of SARs which the holder wishes to exercise. Upon receipt
      of such written notice, the Company shall, within 90 days thereafter, deliver
      to
      the exercising holder certificates for the shares of Common Stock or cash or
      both, as determined by the Committee, to which the holder is entitled pursuant
      to Section 7.4.

    


    7.4. Payment.
      Subject
      to the right of the Committee to deliver cash in lieu of shares of Common Stock
      (which, as it pertains to officers and directors of the Company, shall comply
      with all requirements of the 1934 Act), the number of shares of Common Stock
      which shall be issuable upon the exercise of an SAR shall be determined by
      dividing:

    


    (a) the
      number of shares of Common Stock as to which the SAR is exercised multiplied
      by
      the amount of the appreciation in such shares (for this purpose, the
“appreciation” shall be the amount by which the Fair Market Value of the shares
      of Common Stock subject to the SAR on the exercise date exceeds (1) in the
      case
      of an SAR related to a stock option, the purchase price of the shares of Common
      Stock under the stock option or (2) in the case of an SAR granted alone, without
      reference to a related stock option, an amount which shall be determined by
      the
      Committee at the time of grant, subject to adjustment under Section 10.6);
      by

    


    (b) the
      Fair
      Market Value of a share of Common Stock on the exercise date.

    


    In
      lieu
      of issuing shares of Common Stock upon the exercise of a SAR, the Committee
      may
      elect to pay the holder of the SAR cash equal to the Fair Market Value on the
      exercise date of any or all of the shares which would otherwise be issuable.
      No
      fractional shares of Common Stock shall be issued upon the exercise of an SAR;
      instead, the holder of the SAR shall be entitled to receive a cash adjustment
      equal to the same fraction of the Fair Market Value of a share of Common Stock
      on the exercise date or to purchase the portion necessary to make a whole share
      at its Fair Market Value on the date of exercise.

    


    8. Stock
      Awards and Restricted Stock.
      A stock
      award consists of the transfer by the Company to a participant of shares of
      Common Stock, without other payment therefor, as additional compensation for
      services to the Company. A share of restricted stock consists of shares of
      Common Stock which are sold or transferred by the Company to a participant
      at a
      price determined by the Committee (which price shall be at least equal to the
      minimum price required by applicable law for the issuance of a share of Common
      Stock) and subject to restrictions on their sale or other transfer by the
      participant. The transfer of Common Stock pursuant to stock awards and the
      transfer and sale of restricted stock shall be subject to the following terms
      and conditions:

    


    8.1. Number
      of Shares.
      The
      number of shares to be transferred or sold by the Company to a participant
      pursuant to a stock award or as restricted stock shall be determined by the
      Committee.

    


    8.2. Sale
      Price.
      The
      Committee shall determine the price, if any, at which shares of restricted
      stock
      shall be sold to a participant, which may vary from time to time and among
      participants and which may be below the Fair Market Value of such shares of
      Common Stock at the date of sale.

     

    
      
         

      

      
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    8.3. Restrictions.
      All
      shares of restricted stock transferred or sold hereunder shall be subject to
      such restrictions as the Committee may determine, including, without limitation
      any or all of the following:

    


    (a) a
      prohibition against the sale, transfer, pledge or other encumbrance of the
      shares of restricted stock, such prohibition to lapse at such time or times
      as
      the Committee shall determine (whether in annual or more frequent installments,
      at the time of the death, disability or retirement of the holder of such shares,
      or otherwise);

    


    (b) a
      requirement that the holder of shares of restricted stock forfeit, or (in the
      case of shares sold to a participant) resell back to the Company at his or
      her
      cost, all or a part of such shares in the event of termination of his or her
      employment or consulting engagement during any period in which such shares
      are
      subject to restrictions;

    


    (c) such
      other conditions or restrictions as the Committee may deem
      advisable.

    


    8.4. Escrow.
      In
      order to enforce the restrictions imposed by the Committee pursuant to Section
      8.3, the participant receiving restricted stock shall enter into an agreement
      with the Company setting forth the conditions of the grant. Shares of restricted
      stock shall be registered in the name of the participant and deposited, together
      with a stock power endorsed in blank, with the Company. Each such certificate
      shall bear a legend in substantially the following form:

    


    The
      transferability of this certificate and the shares of Common Stock represented
      by it are subject to the terms and conditions (including conditions of
      forfeiture) contained in the 2003 Stock Incentive Plan of The Veterinary
      Company, Inc. (the
      “Company”), and an agreement entered into between the registered owner and the
      Company. A copy of the Plan and the agreement is on file in the office of the
      secretary of the Company.

    


    8.5. End
      of
      Restrictions.
      Subject
      to Section 10.5, at the end of any time period during which the shares of
      restricted stock are subject to forfeiture and restrictions on transfer, such
      shares will be delivered free of all restrictions to the participant or to
      the
      participant's legal representative, beneficiary or heir.

    


    8.6. Stockholder.
      Subject
      to the terms and conditions of the Plan, each participant receiving restricted
      stock shall have all the rights of a stockholder with respect to shares of
      stock
      during any period in which such shares are subject to forfeiture and
      restrictions on transfer, including without limitation, the right to vote such
      shares. Dividends paid in cash or property other than Common Stock with respect
      to shares of restricted stock shall be paid to the participant
      currently.

     

    
      
         

      

      
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    9. Performance
      Shares.
      A
      performance share consists of an award which shall be paid in shares of Common
      Stock, as described below. The grant of performance share shall be subject
      to
      such terms and conditions as the Committee deems appropriate, including the
      following:

    


    9.1. Performance
      Objectives.
      Each
      performance share will be subject to performance objectives for the Company
      or
      one of its operating units to be achieved by the end of a specified period.
      The
      number of performance shares granted shall be determined by the Committee and
      may be subject to such terms and conditions, as the Committee shall determine.
      If the performance objectives are achieved, each participant will be paid in
      shares of Common Stock or cash. If such objectives are not met, each grant
      of
      performance shares may provide for lesser payments in accordance with formulas
      established in the award.

    


    9.2. Not
      Stockholder.
      The
      grant of performance shares to a participant shall not create any rights in
      such
      participant as a stockholder of the Company, until the payment of shares of
      Common Stock with respect to an award.

    


    9.3. No
      Adjustments.
      No
      adjustment shall be made in performance shares granted on account of cash
      dividends which may be paid or other rights which may be issued to the holders
      of Common Stock prior to the end of any period for which performance objectives
      were established.

    


    9.4. Expiration
      of Performance Share.
      If any
      participant's employment or consulting engagement with the Company is terminated
      for any reason other than normal retirement, death or disability prior to the
      achievement of the participant's stated performance objectives, all the
      participant's rights on the performance shares shall expire and terminate unless
      otherwise determined by the Committee. In the event of termination of employment
      or consulting by reason of death, disability, or normal retirement, the
      Committee, in its own discretion may determine what portions, if any, of the
      performance shares should be paid to the participant.

    


    10. General.

    


    10.1. Effective
      Date.
      The
      Plan will become effective upon its approval by the Company's stockholders.
      Unless approved by the stockholders within one year after the date of the Plan's
      adoption by the Board of Directors, the Plan shall not be effective for any
      purpose.

    


    10.2. Duration.
      The
      Plan shall remain in effect until all Incentives granted under the Plan have
      either been satisfied by the issuance of shares of Common Stock or the payment
      of cash or been terminated under the terms of the Plan and all restrictions
      imposed on shares of Common Stock in connection with their issuance under the
      Plan have lapsed. No Incentives may be granted under the Plan after the tenth
      anniversary of the date the Plan is approved by the stockholders of the
      Company.

    


    10.3. Non-transferability
      of Incentives.
      No
      stock option, SAR, restricted stock or performance award may be transferred,
      pledged or assigned by the holder thereof (except, in the event of the holder's
      death, by will or the laws of descent and distribution to the limited extent
      provided in the Plan or the Incentive), or pursuant to a qualified domestic
      relations order as defined by the Code or Title I of the Employee Retirement
      Income Security Act, or the rules thereunder, and the Company shall not be
      required to recognize any attempted assignment of such rights by any
      participant. Notwithstanding the preceding sentence, stock options may be
      transferred by the holder thereof to Employee’s spouse, children, grandchildren
      or parents (collectively, the “Family Members”), to trusts for the benefit of
      Family Members, to partnerships or limited liability companies in which Family
      Members are the only partners or shareholders, or to entities exempt from
      federal income taxation pursuant to Section 501(c)(3) of the Internal Revenue
      Code of 1986, as amended. During a participant’s lifetime, a stock option may be
      exercised only by him or her, by his or her guardian or legal representative
      or
      by the transferees permitted by the preceding sentence.

     

    
      
         

      

      
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    10.4. Effect
      of Termination or Death.
      In the
      event that a participant ceases to be an employee of or consultant to the
      Company for any reason, including death or disability, any Incentives may be
      exercised or shall expire at such times as may be determined by the
      Committee.

    


    10.5. Additional
      Condition.
      Notwithstanding anything in this Plan to the contrary: (a) the Company may,
      if
      it shall determine it necessary or desirable for any reason, at the time of
      award of any Incentive or the issuance of any shares of Common Stock pursuant
      to
      any Incentive, require the recipient of the Incentive, as a condition to the
      receipt thereof or to the receipt of shares of Common Stock issued pursuant
      thereto, to deliver to the Company a written representation of present intention
      to acquire the Incentive or the shares of Common Stock issued pursuant thereto
      for his or her own account for investment and not for distribution; and (b)
      if
      at any time the Company further determines, in its sole discretion, that the
      listing, registration or qualification (or any updating of any such document)
      of
      any Incentive or the shares of Common Stock issuable pursuant thereto is
      necessary on any securities exchange or under any federal or state securities
      or
      blue sky law, or that the consent or approval of any governmental regulatory
      body is necessary or desirable as a condition of, or in connection with the
      award of any Incentive, the issuance of shares of Common Stock pursuant thereto,
      or the removal of any restrictions imposed on such shares, such Incentive shall
      not be awarded or such shares of Common Stock shall not be issued or such
      restrictions shall not be removed, as the case may be, in whole or in part,
      unless such listing, registration, qualification, consent or approval shall
      have
      been effected or obtained free of any conditions not acceptable to the
      Company.

    


    10.6. Adjustment.
      In the
      event of any recapitalization, stock dividend, stock split, combination of
      shares or other change in the Common Stock, the number of shares of Common
      Stock
      then subject to the Plan, including shares subject to restrictions, options
      or
      achievements of performance shares, shall be adjusted in proportion to the
      change in outstanding shares of Common Stock. In the event of any such
      adjustments, the purchase price of any option, the performance objectives of
      any
      Incentive, and the shares of Common Stock issuable pursuant to any Incentive
      shall be adjusted as and to the extent appropriate, in the discretion of the
      Committee, to provide participants with the same relative rights before and
      after such adjustment.

    


    10.7. Incentive
      Plans and Agreements.
      Except
      in the case of stock awards, the terms of each Incentive shall be stated in
      a
      plan or agreement approved by the Committee. The Committee may also determine
      to
      enter into agreements with holders of options to reclassify or convert certain
      outstanding options, within the terms of the Plan, as Incentive Stock Options
      or
      as non-statutory stock options and in order to eliminate SARs with respect
      to
      all or part of such options and any other previously issued
      options.

     

    
      
         

      

      
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    10.8. Withholding.

    


    (a) The
      Company shall have the right to withhold from any payments made under the Plan
      or to collect as a condition of payment, any taxes required by law to be
      withheld. At any time when a participant is required to pay to the Company
      an
      amount required to be withheld under applicable income tax laws in connection
      with a distribution of Common Stock or upon exercise of an option or SAR, the
      participant may satisfy this obligation in whole or in part by electing (the
      “Election”) to have the Company withhold from the distribution shares of Common
      Stock having a value up to the minimum amount of withholding taxes required
      to
      be collected on the transaction. The value of the shares to be withheld shall
      be
      based on the Fair Market Value of the Common Stock on the date that the amount
      of tax to be withheld shall be determined (“Tax Date”).

    


    (b) Each
      Election must be made prior to the Tax Date. The Committee may disapprove of
      any
      Election, may suspend or terminate the right to make Elections, or may provide
      with respect to any Incentive that the right to make Elections shall not apply
      to such Incentive. An Election is irrevocable.

    


    10.9. No
      Continued Employment, Engagement or Right to Corporate Assets.
      No
      participant under the Plan shall have any right, because of his or her
      participation, to continue in the employ of the Company for any period of time
      or to any right to continue his or her present or any other rate of
      compensation. Nothing contained in the Plan shall be construed as giving an
      employee, a consultant, such persons' beneficiaries or any other person any
      equity or interests of any kind in the assets of the Company or creating a
      trust
      of any kind or a fiduciary relationship of any kind between the Company and
      any
      such person.

    


    10.10. Deferral
      Permitted.
      Payment
      of cash or distribution of any shares of Common Stock to which a participant
      is
      entitled under any Incentive shall be made as provided in the Incentive. Payment
      may be deferred at the option of the participant if provided in the
      Incentive.

    


    10.11. Amendment
      of the Plan.
      The
      Board may amend or discontinue the Plan at any time. However, no such amendment
      or discontinuance shall adversely change or impair, without the consent of
      the
      recipient, an Incentive previously granted. Further, no such amendment shall,
      without approval of the shareholders of the Company, (a) increase the maximum
      number of shares of Common Stock which may be issued to all participants under
      the Plan, (b) change or expand the types of Incentives that may be granted
      under
      the Plan, (c) change the class of persons eligible to receive Incentives under
      the Plan, or (d) materially increase the benefits accruing to participants
      under
      the Plan.

     

    
      
         

      

      
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    10.12
      Sale,
      Merger, Exchange or Liquidation.
      Unless
      otherwise provided in the agreement for an Incentive, in the event of an
      acquisition of the Company through the sale of substantially all of the
      Company's assets or through a merger, exchange, reorganization or liquidation
      of
      the Company or a similar event as determined by the Committee (collectively
      a
“transaction”), the Committee shall be authorized, in its sole discretion, to
      take any and all action it deems equitable under the circumstances, including
      but not limited to any one or more of the following:

    


    (1)
       providing
      that the Plan and all Incentives shall terminate and the holders of (i) all
      outstanding vested options shall receive, in lieu of any shares of Common Stock
      they would be entitled to receive under such options, such stock, securities
      or
      assets, including cash, as would have been paid to such participants if their
      options had been exercised and such participant had received Common Stock
      immediately prior to such transaction (with appropriate adjustment for the
      exercise price, if any), (ii) performance shares and/or SARs that entitle
      the participant to receive Common Stock shall receive, in lieu of any shares
      of
      Common Stock each participant was entitled to receive as of the date of the
      transaction pursuant to the terms of such Incentive, if any, such stock,
      securities or assets, including cash, as would have been paid to such
      participant if such Common Stock had been issued to and held by the participant
      immediately prior to such transaction, and (iii) any Incentive under this
      Agreement which does not entitle the participant to receive Common Stock shall
      be equitably treated as determined by the Committee. 

    


    (2)
      providing that participants holding outstanding vested Common Stock based
      Incentives shall receive, with respect to each share of Common Stock issuable
      pursuant to such Incentives as of the effective date of any such transaction,
      at
      the determination of the Committee, cash, securities or other property, or
      any
      combination thereof, in an amount equal to the excess, if any, of the Fair
      Market Value of such Common Stock on a date within ten days prior to the
      effective date of such transaction over the option price or other amount owed
      by
      a participant, if any, and that such Incentives shall be cancelled, including
      the cancellation without consideration of all options that have an exercise
      price below the per share value of the consideration received by the Company
      in
      the transaction. 

    


    (3)
      providing that the Plan (or replacement plan) shall continue with respect to
      Incentives not cancelled or terminated as of the effective date of such
      transaction and provide to participants holding such Incentives the right to
      earn their respective Incentives on a substantially equivalent basis (taking
      into account the transaction and the number of shares or other equity issued
      by
      such successor entity) with respect to the equity of the entity succeeding
      the
      Company by reason of such transaction.

    


    (4)
      providing that all unvested, unearned or restricted Incentives, including but
      not limited to restricted stock for which restrictions have not lapsed as of
      the
      effective date of such transaction, shall be void and deemed terminated, or,
      in
      the alternative, for the acceleration or waiver of any vesting, earning or
      restrictions on any Incentive.

    


    The
      Board
      may restrict the rights of participants or the applicability of this
      Section 10.12 to the extent necessary to comply with Section 16(b) of the
      Securities Exchange Act of 1934, the Internal Revenue Code or any other
      applicable law or regulation. The grant of an Incentive award pursuant to the
      Plan shall not limit in any way the right or power of the Company to make
      adjustments, reclassifications, reorganizations or changes of its capital or
      business structure or to merge, exchange or consolidate or to dissolve,
      liquidate, sell or transfer all or any part of its business or assets.


     

    
      
         

      

      
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    10.13. Definition
      of Fair Market Value.
      For
      purposes of this Plan, the “Fair Market Value” of a share of Common Stock at a
      specified date shall, unless otherwise expressly provided in this Plan, be
      the
      amount which the Committee or the Board of Directors determines in good faith
      to
      be 100% of the fair market value of such a share as of the date in question;
      provided, however, that notwithstanding the foregoing, if such shares are listed
      on a U.S. securities exchange or are quoted on the Nasdaq National Market or
      Nasdaq Small-Cap Market (“Nasdaq”), then Fair Market Value shall be determined
      by reference to the last sale price of a share of Common Stock on such U.S.
      securities exchange or Nasdaq on the applicable date. If such U.S. securities
      exchange or Nasdaq is closed for trading on such date, or if the Common Stock
      does not trade on such date, then the last sale price used shall be the one
      on
      the date the Common Stock last traded on such U.S. securities exchange or
      Nasdaq.

     

    Approved
      by the Board of Directors on September 23, 2003.

    Approved
      by the shareholders on September 27, 2003.

     

    
      
         

      

      
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