WGL Entertainment Holdings, Inc. 2007 Stock Incentive Plan


     

      
        

      

    

     

    EXHIBIT
      4.1

     

    WGL
      ENTERTAINMENT HOLDINGS, INC.

     

    2007
      STOCK INCENTIVE PLAN

     

    ARTICLE
      I -- PREAMBLE

     

    1.1
      This
      2007 Stock Incentive Plan of WGL Entertainment Holdings, Inc. is intended to
      secure for the Company and its Affiliates the benefits arising from ownership
      of
      the Company's Common Stock by the Employees, Officers, Directors and Consultants
      of the Company and its Affiliates, all of whom are and will be responsible
      for
      the Company's future growth. The Plan is designed to help attract and retain
      for
      the Company and its Affiliates personnel of superior ability for positions
      of
      exceptional responsibility, to reward Employees, Officers, Directors and
      Consultants for their services and to motivate such individuals through added
      incentives to further contribute to the success of the Company and its
      Affiliates. With respect to persons subject to Section 16 of the Act,
      transactions under this Plan are intended to satisfy the requirements of Rule
      16b-3 of the Act.

     

    1.2
      Awards under the Plan may be made to an Eligible Person in the form of (i)
      Incentive Stock Options (to Eligible Employees only); (ii) Nonqualified Stock
      Options; (iii) Restricted Stock; (iv) Stock Awards; (v) Performance Shares;
      or
      (vi) any combination of the foregoing.

     

    1.3
      The
      Company's board of directors adopted the Plan on March 1, 2007 (the
      "Effective
      Date"),
      subject to approval by the shareholders of the Company to the extent necessary
      to satisfy the requirements of the Code, the Act, or other applicable federal
      or
      state law. Unless sooner terminated as provided elsewhere in this Plan, this
      Plan shall terminate upon the close of business on the day next preceding the
      tenth (10th) anniversary of the Effective Date. Award Agreements outstanding
      on
      such date shall continue to have force and effect in accordance with the
      provisions thereof.

     

    1.4
      Capitalized terms shall have the meaning provided in Article II unless otherwise
      provided in this Plan or any related Award Agreement.

     

    ARTICLE
      II -- DEFINITIONS

     

    Except
      where the context otherwise indicates, the following definitions
      apply:

     

    2.1
      "Act"
      means
      the Securities Exchange Act of 1934, as now in effect or as hereafter
      amended.

     

    2.2
      "Affiliate"
      means
      any parent corporation or subsidiary corporation of the Company, whether now
      or
      hereinafter existing, as those terms are defined in Sections 424(e) and (f),
      respectively, of the Code.

     

    2.3
      "Award"
      means
      an award granted to a Participant in accordance with the provisions of the
      Plan,
      including, but not limited to, Stock Options, Restricted Stock, Stock Awards,
      Performance Shares, or any combination of the foregoing.

     

    2.4
      "Award
      Agreement"
      means
      the separate written agreement evidencing each Award granted to a Participant
      under the Plan. 

     

    2.5
      "Board
      of Directors"
      or
      "Board"
      means
      the Board of Directors of the Company, as constituted from time to time.


     

    2.7
      "Change
      of Control"
      means
      (i) the adoption of a plan of merger or consolidation of the Company with any
      other corporation or association as a result of which the holders of the voting
      capital stock of the Company as a group would receive less than 50% of the
      voting capital stock of the surviving or resulting corporation; (ii) the
      approval by the Board of Directors of an agreement providing for the sale or
      transfer (other than as security for obligations of the Company) of
      substantially all the assets of the Company; or (iii) in the absence of a prior
      expression of approval by the Board of Directors, the acquisition of more than
      20% of the Company's voting capital stock by any person within the meaning
      of
      Rule 13d-3 under the Act (other than the Company or a person that directly
      or
      indirectly controls, is controlled by, or is under common control with, the
      Company).

     

    2.8
      "Code"
      means
      the Internal Revenue Code of 1986, as amended, and the regulations and
      interpretations promulgated thereunder.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

     

    2.9
      "Committee"
      means a
      committee of two or more members of the Board appointed by the Board in
      accordance with Section 3.2 of the Plan.

     

    2.10
      "Common
      Stock"
      means
      the Company's common stock.

     

    2.11
      "Company"
      means
      WGL Entertainment Holdings, Inc., a Delaware corporation.

     

    2.12.
      "Consultant"
      means
      any person, including an advisor engaged by the Company or an Affiliate to
      render bona fide consulting or advisory services to the Company or an Affiliate,
      other than as an Employee, Director or Non-Employee Director.

     

    2.13
      "Director"
      means a
      member of the Board of Directors of the Company.

     

    2.14
      "Disability"
      means
      the permanent and total disability of a person within the meaning of Section
      22(e)(3) of the Code.

     

    2.15
      "Effective
      Date"
      shall
      be the date set forth in Section 1.3 of the Plan.

     

    2.16
      "Eligible
      Employee"
      means
      an Eligible Person who is an Employee of the Company or any
      Affiliate.

     

    2.17
      "Eligible
      Person"
      means
      any Employee, Officer, Director, Non-Employee Director or Consultant of the
      Company or any Affiliate, except for instances where services are in connection
      with the offer or sale of securities in a capital-raising transaction, or they
      directly or indirectly promote or maintain a market for the Company's
      securities, subject to any other limitations as may be provided by the Code,
      the
      Act, or the Board. In making such determinations, the Board may take into
      account the nature of the services rendered by such person, his or her present
      and potential contribution to the Company's success, and such other factors
      as
      the Board in its discretion shall deem relevant.

     

    2.19
      "Employee"
      means
      an individual who is a common-law employee of the Company or an Affiliate
      including employment as an Officer. Mere service as a Director or payment of
      a
      director's fee by the Company or an Affiliate shall not be sufficient to
      constitute "employment" by the Company or an Affiliate. 

     

    2.20
      "ERISA"
      means
      the Employee Retirement Income Security Act of 1974, as now in effect or as
      hereafter amended.

     

    2.21
      "Fair
      Market Value"
      means:

     

    (a)
      for
      purposes of an Incentive Stock Option, if there is a market for the Company's
      stock, on a stock exchange or in an over-the-counter market, or otherwise,
      the
      Fair Market Value shall be the mean between the highest and lowest quoted
      selling prices on the valuation date of the Incentive Stock Option, or if there
      were no sales of the Company's Common Stock on the valuation date, the Fair
      Market Value shall be the weighted average of the means between the highest
      and
      lowest sales on the nearest date before and the nearest date after the valuation
      date. If a valuation pursuant to this paragraph is not available, the
      appropriate method described in Section 20.2031-2 of the Treasury Regulations
      adopted under the Code shall be used for the Fair Market Value, and

     

    (b)
      for
      all other purposes, the mean between the highest and lowest quoted selling
      prices of the Common Stock (if actual sales price information on such trading
      day is not available, the mean between the bona fide bid and asked prices on
      such trading day shall be used) on the trading day immediately prior to the
      date
      on which a determination is being made pursuant to this Section 2.21 (the
      "Mean
      Selling Price"),
      as
      reported by the National Association of Securities Dealers Automated Quotation
      System ("NASDAQ"),
      or if
      the Common Stock is not traded on NASDAQ, the Mean Selling Price in the
      over-the-counter market; provided, however, that if the Common Stock is listed
      on a stock exchange, the Fair Market Value shall be the Mean Selling Price
      on
      such exchange; and, provided further, that if the Common Stock is not quoted
      or
      listed by any organization, the fair value of the Common Stock, as determined
      by
      the Board, whose determination shall be conclusive, shall be used. In no event
      shall the Fair Market Value of any share of Common Stock be less than its par
      value.

     

    2.22
      "Grant
      Date"
      means,
      as to any Award, the latest of:

     

    (a)
      the
      date on which the Board authorizes the grant of the Award; or

     

    (b)
      the
      date the Participant receiving the Award becomes an Employee or a Director
      of
      the Company or its Affiliate, to the extent employment status is a condition
      of
      the grant or a requirement of the Code or the Act; or (c) such other date (later
      than the dates described in (a) and (b) above) as the Board may designate and
      as
      set forth in the Participant's Award Agreement.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

     

    2.23
      "Immediate
      Family"
      means
      any child, stepchild, grandchild, parent, stepparent, grandparent, spouse,
      sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law,
      brother-in-law or sister-in-law and shall include adoptive
      relationships.

     

    2.24
      "Incentive
      Stock Option"
      means a
      Stock Option intended to qualify as an incentive stock option within the meaning
      of Section 422 of the Code and is granted under Article IV of the Plan and
      designated as an Incentive Stock Option in a Participant's Award
      Agreement.

     

    2.25
      "Non-Employee
      Director"
      shall
      have the meaning set forth in Rule 16b-3 under the Act.

     

    2.26
      "Nonqualified
      Stock Option"
      means a
      Stock Option not intended to qualify as an Incentive Stock Option and is not
      so
      designated in the Participant's Award Agreement.

     

    2.27
      "Officer"
      means a
      person who is an officer of the Company within the meaning of Section 16 of
      the
      Act.

     

    


     

    2.28
      "Option
      Period"
      means
      the period during which a Stock Option may be exercised from time to time,
      as
      established by the Board and set forth in the Award Agreement for each
      Participant who is granted a Stock Option.

     

    2.29
      "Option
      Price"
      means
      the purchase price for a share of Common Stock subject to purchase pursuant
      to a
      Stock Option, as established by the Board and set forth in the Award Agreement
      for each Participant who is granted a Stock Option.

     

    2.30
      "Outside
      Director"
      means a
      Director who either (i) is not a current employee of the Company or an
      "affiliated corporation" (within the meaning of Treasury Regulations promulgated
      under Section 162(m) of the Code), is not a former employee of the Company
      or an
      "affiliated corporation" receiving compensation for prior services (other than
      benefits under a tax qualified pension plan), was not an officer of the Company
      or an "affiliated corporation" at any time and is not currently receiving direct
      or indirect remuneration from the Company or an "affiliated corporation" for
      services in any capacity other than as a Director or (ii) is otherwise
      considered an "outside director" for purposes of Section 162(m) of the
      Code.

     

    2.31
      "Participant"
      means
      an Eligible Person to whom an Award has been granted and who has entered into
      an
      Award Agreement evidencing the Award or, if applicable, such other person who
      holds an outstanding Award.

     

    2.32
      "Performance
      Objectives"
      shall
      have the meaning set forth in Article IX of the Plan.

     

    2.33
      "Performance
      Period"
      shall
      have the meaning set forth in Article IX of the Plan.

     

    2.34
      "Performance
      Share"
      means
      an Award under Article IX of the Plan of a unit valued by reference to the
      Common Stock, the payout of which is subject to achievement of such Performance
      Objectives, measured during one or more Performance Periods, as the Board,
      in
      its sole discretion, shall establish at the time of such Award and set forth
      in
      a Participant's Award Agreement.

     

    2.35
      "Plan"
      means
      this WGL Entertainment Holdings, Inc. 2007 Stock Incentive Plan, as it may
      be
      amended from time to time.

     

    2.36
      "Reporting
      Person"
      means a
      person required to file reports under Section 16(a) of the Act.

     

    2.37
      "Restricted
      Stock"
      means
      an Award under Article VII of the Plan of shares of Common Stock that are at
      the
      time of the Award subject to restrictions or limitations as to the Participant's
      ability to sell, transfer, pledge or assign such shares, which restrictions
      or
      limitations may lapse separately or in combination at such time or times, in
      installments or otherwise, as the Board, in its sole discretion, shall determine
      at the time of such Award and set forth in a Participant's Award
      Agreement.

     

    2.38
      "Restriction
      Period"
      means
      the period commencing on the Grant Date with respect to such shares of
      Restricted Stock and ending on such date as the Board, in its sole discretion,
      shall establish and set forth in a Participant's Award Agreement.

     

    2.39
      "Retirement"
      means
      retirement as determined under procedures established by the Board or in any
      Award, as set forth in a Participant's Award Agreement.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

     

    2.40
      "Rule
      16b-3"
      means
      Rule 16b-3 promulgated under the Act or any successor to Rule 16b-3, as in
      effect from time to time. Those provisions of
      the Plan
      which make express reference to Rule 16b-3, or which are required in order
      for
      certain option transactions to qualify for exemption under Rule 16b-3, shall
      apply only to a Reporting Person.

     

    2.41
      "Stock
      Award"
      means
      an Award of shares of Common Stock under Article VIII of the Plan.

     

    2.42
      "Stock
      Option"
      means
      an Award under Article IV or Article V of the Plan of an option to purchase
      Common Stock. A Stock Option may be either an Incentive Stock Option or a
      Nonqualified Stock Option.

     

    2.43
      "Ten
      Percent Stockholder"
      means
      an individual who owns (or is deemed to own pursuant to Section 424(d) of the
      Code), at the time of grant, stock possessing more than ten percent (10%) of
      the
      total combined voting power of all classes of stock of the Company or any of
      its
      Affiliates.

     

    2.44
      "Termination
      of Service"
      means
      (i) in the case of an Eligible Employee, the discontinuance of employment of
      such Participant with the Company or its Subsidiaries for any reason other
      than
      a transfer to another member of the group consisting of the Company and its
      Affiliates and (ii) in the case of a Director who is not an Employee of the
      Company or any Affiliate, the date such Participant ceases to serve as a
      Director. The determination of whether a Participant has discontinued service
      shall be made by the Board in its sole discretion. In determining whether a
      Termination of Service has occurred, the Board may provide that service as
      a
      Consultant or service with a business enterprise in which the Company has a
      significant ownership interest shall be treated as employment with the
      Company.

     

    ARTICLE
      III - ADMINISTRATION

     

    3.1
      The
      Plan shall be administered by the Board of Directors of the Company. The Board
      shall have the exclusive right to interpret and construe the Plan, to select
      the
      Eligible Persons who shall receive an Award, and to act in all matters
      pertaining to the grant of an Award and the determination and interpretation
      of
      the provisions of the related Award Agreement, including, without limitation,
      the determination of the number of shares subject to Stock Options and the
      Option Period(s) and Option Price(s) thereof, the number of shares of Restricted
      Stock or shares subject to Stock Awards or Performance Shares subject to an
      Award, the vesting periods (if any) and the form, terms, conditions and duration
      of each Award, and any amendment thereof consistent with the provisions of
      the
      Plan. The Board may adopt, establish, amend and rescind such rules, regulations
      and procedures as it may deem appropriate for the proper administration of
      the
      Plan, make all other determinations which are, in the Board's judgment,
      necessary or desirable for the proper administration of the Plan, amend the
      Plan
      or a Stock Award as provided in Article XI, and terminate or suspend the Plan
      as
      provided in Article XI. All acts, determinations and decisions of the Board
      made
      or taken pursuant to the Plan or with respect to any questions arising in
      connection with the administration and interpretation of the Plan or any Award
      Agreement, including the severability of any and all of the provisions thereof,
      shall be conclusive, final and binding upon all persons.

     

    3.2
      The
      Board may, to the full extent permitted by and consistent with applicable law
      and the Company's Bylaws, and subject to Subparagraph 3.2(b) hereinbelow,
      delegate any or all of its powers with respect to the administration of the
      Plan
      to a Committee consisting of not fewer than two members of the Board each of
      whom shall qualify (at the time of appointment to the Committee and during
      all
      periods of service on the Committee) in all respects as a Non-Employee Director
      and as an Outside Director.

     

    (a)
      If
      administration is delegated to a Committee, the Committee shall have, in
      connection with the administration of the Plan, the powers theretofore possessed
      by the Board, including the power to delegate to a subcommittee any of the
      administrative powers the Committee is authorized to exercise (and references
      in
      the Plan to the Board shall thereafter be to
      the
      Committee or subcommittee), subject, however, to such resolutions, not
      consistent with the provisions of the Plan, as may be adopted from time to
      time
      by the Board.

     

    (b)
      The
      Board may abolish the Committee at any time and reassume all powers and
      authority previously delegated to the Committee.

     

    (c)
      In
      addition to, and not in limitation of, the right of any Committee so designated
      by the Board to administer this Plan to grant Awards to Eligible Persons under
      this Plan, the full Board of Directors may from time to time grant Awards to
      Eligible Persons pursuant to the terms and conditions of this Plan, subject
      to
      the requirements of the Code, Rule 16b-3 under the Act or any other applicable
      law, rule or regulation. In connection with any such grants, the Board of
      Directors shall have all of the power and authority of the Committee to
      determine the Eligible Persons to whom such Awards shall be granted and the
      other terms and conditions of such Awards.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

     

    3.3
      Without limiting the provisions of this Article III, and subject to the
      provisions of Article X, the Board is authorized to take such action as it
      determines to be necessary or advisable, and fair and equitable to Participants
      and to the Company, with respect to an outstanding Award in the event of a
      Change of Control as described in Article X or other similar event. Such action
      may include, but shall not be limited to, establishing, amending or waiving
      the
      form, terms, conditions and duration of an Award and the related Award
      Agreement, so as to provide for earlier, later, extended or additional times
      for
      exercise or payments, differing methods for calculating payments, alternate
      forms and amounts of payment, an accelerated release of restrictions or other
      modifications. The Board may take such actions pursuant to this Section 3.3
      by
      adopting rules and regulations of general applicability to all Participants
      or
      to certain categories of Participants, by including, amending or waiving terms
      and conditions in an Award and the related Award Agreement, or by taking action
      with respect to individual Participants from time to time.

     

    3.4
      Subject to the provisions of Section 3.9, the maximum aggregate number of shares
      of Common Stock which may be issued pursuant to Awards under the Plan shall
      be
      Five Hundred Million (500,000,000) shares. Such shares of Common Stock shall
      be
      made available from authorized and unissued shares of the Company.

     

    (a)
      For
      all purposes under the Plan, each Performance Share awarded shall be counted
      as
      one share of Common Stock subject to an Award.

     

    (b)
      If,
      for any reason, any shares of Common Stock (including shares of Common Stock
      subject to Performance Shares) that have been awarded or are subject to issuance
      or purchase pursuant to Awards outstanding under the Plan are not delivered
      or
      purchased, or are reacquired by the Company, for any reason, including but
      not
      limited to a forfeiture of Restricted Stock or failure to earn Performance
      Shares or the termination, expiration or cancellation of a Stock Option, or
      any
      other termination of an Award without payment being made in the form of shares
      of Common Stock (whether or not Restricted Stock), such shares of Common Stock
      shall not be charged against the aggregate number of shares of Common Stock
      available for Award under the Plan and shall again be available for Awards
      under
      the Plan. In no event, however, may Common Stock that is surrendered or withheld
      to pay the exercise price of a Stock Option or to satisfy tax withholding
      requirements be available for future grants under the Plan.

     

    (c)
      The
      foregoing subsections (a) and (b) of this Section 3.4 shall be subject to any
      limitations provided by the Code or by Rule 16b-3 under the Act or by any other
      applicable law, rule or regulation.

     

    3.5
      Each
      Award granted under the Plan shall be evidenced by a written Award Agreement,
      which shall be subject to and shall incorporate (by reference
      or
      otherwise) the applicable terms and conditions of the Plan and shall include
      any
      other terms and conditions (not inconsistent with the Plan) required by the
      Board.

     

    3.6
      The
      Company shall not be required to issue or deliver any certificates for shares
      of
      Common Stock under the Plan prior to:

     

    (a)
      any
      required approval of the Plan by the shareholders of the Company;
      and

     

    (b)
      the
      completion of any registration or qualification of such shares of Common Stock
      under any federal or state law, or any ruling or regulation of any governmental
      body that the Company shall, in its sole discretion, determine to be necessary
      or advisable.

     

    3.7
      The
      Board may require any Participant acquiring shares of Common Stock pursuant
      to
      any Award under the Plan to represent to and agree with the Company in writing
      that such person is acquiring the shares of Common Stock for investment purposes
      and without a view to resale or distribution thereof. Shares of Common Stock
      issued and delivered under the Plan shall also be subject to such stop-transfer
      orders and other restrictions as the Board may deem advisable under the rules,
      regulations and other requirements of the Securities and Exchange Commission,
      any stock exchange upon which the Common Stock is then listed and any applicable
      federal or state laws, and the Board may cause a legend or legends to be placed
      on the certificate or certificates representing any such shares to make
      appropriate reference to any such restrictions. In making such determination,
      the Board may rely upon an opinion of counsel for the Company.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    3.8
      Except as otherwise expressly provided in the Plan or in an Award Agreement
      with
      respect to an Award, no Participant shall have any right as a shareholder of
      the
      Company with respect to any shares of Common Stock subject to such Participant's
      Award except to the extent that, and until, one or more certificates
      representing such shares of Common Stock shall have been delivered to the
      Participant. No shares shall be required to be issued, and no certificates
      shall
      be required to be delivered, under the Plan unless and until all of the terms
      and conditions applicable to such Award shall have, in the sole discretion
      of
      the Board, been satisfied in full and any restrictions shall have lapsed in
      full, and unless and until all of the requirements of law and of all regulatory
      bodies having jurisdiction over the offer and sale, or issuance and delivery,
      of
      the shares shall have been fully complied with.

     

    3.9
      The
      total amount of shares with respect to which Awards may be granted under the
      Plan and rights of outstanding Awards (both as to the number of shares subject
      to the outstanding Awards and the Option Price(s) or other purchase price(s)
      of
      such shares, as applicable) shall be appropriately adjusted for any increase
      or
      decrease in the number of outstanding shares of Common Stock of the Company
      resulting from payment of a stock dividend on the Common Stock, a stock split
      or
      subdivision or combination of shares of the Common Stock, or a reorganization
      or
      reclassification of the Common Stock, or any other change in the structure
      of
      shares of the Common Stock. The foregoing adjustments and the manner of
      application of the foregoing provisions shall be determined by the Board in
      its
      sole discretion. Any such adjustment may provide for the elimination of any
      fractional shares which might otherwise become subject to an Award. All
      adjustments made as the result of the foregoing in respect of each Incentive
      Stock Option shall be made so that such Incentive Stock Option shall continue
      to
      be an Incentive Stock Option, as defined in Section 422 of the
      Code.

     

    3.10
      No
      director or person acting pursuant to authority delegated by the Board shall
      be
      liable for any action or determination under the Plan made in good faith. The
      members of the Board shall be entitled to indemnification by the Company in
      the
      manner and to the extent set forth in the Company's Articles of Incorporation,
      as amended, Bylaws or as otherwise provided from time to time regarding
      indemnification of Directors. 

     

    3.11
      The
      Board shall be authorized to make adjustments in any performance based criteria
      or in the other terms and conditions of outstanding Awards in recognition of
      unusual or nonrecurring events affecting the Company (or any Affiliate, if
      applicable) or its financial statements or changes in applicable laws,
      regulations or accounting principles. The Board may correct any defect, supply
      any omission or reconcile any inconsistency in the Plan or any Award Agreement
      in the manner and to the extent it shall deem necessary or desirable to reflect
      any such adjustment. In the event the Company (or any Affiliate, if applicable)
      shall assume outstanding employee benefit awards or the right or obligation
      to
      make future such awards in connection with the acquisition of another
      corporation or business entity, the Board may, in its sole discretion, make
      such
      adjustments in the terms of outstanding Awards under the Plan as it shall deem
      appropriate.

     

    3.12
      Subject to the express provisions of the Plan, the Board shall have full power
      and authority to determine whether, to what extent and under what circumstances
      any outstanding Award shall be terminated, canceled, forfeited or suspended.
      Notwithstanding the foregoing or any other provision of the Plan or an Award
      Agreement, all Awards to any Participant that are subject to any restriction
      or
      have not been earned or exercised in full by the Participant shall be terminated
      and canceled if the Participant is terminated for cause, as determined by the
      Board in its sole discretion.

     

    ARTICLE
      IV -- INCENTIVE STOCK OPTIONS

     

    4.1
      The
      Board may, in its sole discretion, from time to time on or after the Effective
      Date grant Incentive Stock Options to Eligible Employees, subject to the
      provisions of this Article IV and Articles III and VI and subject to the
      following conditions:

     

    (a)
      Incentive Stock Options shall be granted only to Eligible Employees, each of
      whom may be granted one or more of such Incentive Stock Options at such time
      or
      times determined by the Board.

     

    (b)
      The
      Option Price per share of Common Stock for an Incentive Stock Option shall
      be
      set in the Award Agreement, but shall not be less than (i) one hundred percent
      (100%) of the Fair Market Value of the Common Stock at the Grant Date, or (ii)
      in the case of an Incentive Stock Option granted to a Ten Percent Stockholder,
      one hundred ten percent (110%) of the Fair Market Value of the Common Stock
      at
      the Grant Date.

     

    (c)
      An
      Incentive Stock Option may be exercised in full or in part from time to time
      within ten (10) years from the Grant Date, or such shorter period as may be
      specified by the Board as the Option Period and set forth in the Award
      Agreement; provided, however, that, in the case of an Incentive Stock Option
      granted to a Ten Percent Stockholder, such period shall not exceed five (5)
      years from the Grant Date; and further, provided that, in any event, the
      Incentive Stock Option shall lapse and cease to be exercisable upon a
      Termination of Service or within such period following a Termination of Service
      as shall have been determined by the Board and set forth in the related Award
      Agreement; and provided, further, that such period shall not exceed the period
      of time ending on the date three (3) months following a Termination of Service,
      unless employment shall have terminated:

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

     

    (i)
      as a
      result of Disability, in which event such period shall not exceed the period
      of
      time ending on the date twelve (12) months following a Termination of Service;
      or

     

    (ii)
      as a
      result of death, or if death shall have occurred
      following a Termination of Service (other than as a result of Disability) and
      during the period that the Incentive Stock Option was still exercisable, in
      which event such period may not exceed the period of time ending on the earlier
      of the date twelve (12) months after the date of death;

     

    and
      provided, further, that such period following a Termination of Service or death
      shall in no event extend beyond the original Option Period of the Incentive
      Stock Option.

     

    (d)
      The
      aggregate Fair Market Value of the shares of Common Stock with respect to which
      any Incentive Stock Options (whether under this Plan or any other plan
      established by the Company) are first exercisable during any calendar year
      by
      any Eligible Employee shall not exceed one hundred thousand dollars ($100,000),
      determined based on the Fair Market Value(s) of such shares as of their
      respective Grant Dates; provided, however, that to the extent permitted under
      Section 422 of the Code, if the aggregate Fair Market Values of the shares
      of
      Common Stock with respect to which Stock Options intended to be Incentive Stock
      Options are first exercisable by any Eligible Employee during any calendar
      year
      (whether such Stock Options are granted under this Plan or any other plan
      established by the Company) exceed one hundred thousand dollars ($100,000),
      the
      Stock Options or portions thereof which exceed such limit (according to the
      order in which they were granted) shall be treated as Nonqualified Stock
      Options.

     

    (e)
      No
      Incentive Stock Options may be granted more than ten (10) years from the
      Effective Date.

     

    (f)
      The
      Award Agreement for each Incentive Stock Option shall provide that the
      Participant shall notify the Company if such Participant sells or otherwise
      transfers any shares of Common Stock acquired upon exercise of the Incentive
      Stock Option within two (2) years of the Grant Date of such Incentive Stock
      Option or within one (1) year of the date such shares were acquired upon the
      exercise of such Incentive Stock Option.

     

    4.2
      Subject to the limitations of Section 3.4, the maximum aggregate number of
      shares of Common Stock subject to Incentive Stock Option Awards shall be the
      maximum aggregate number of shares available for Awards under the
      Plan.

     

    4.3
      The
      Board may provide for any other terms and conditions which it determines should
      be imposed for an Incentive Stock Option to qualify under Section 422 of the
      Code, as well as any other terms and conditions not inconsistent with this
      Article IV or Articles III or VI, as determined in its sole discretion and
      set
      forth in the Award Agreement for such Incentive Stock Option.

     

    4.4
      Each
      provision of this Article IV and of each Incentive Stock Option granted
      hereunder shall be construed in accordance with the provisions of Section 422
      of
      the Code, and any provision hereof that cannot be so construed shall be
      disregarded.

     

    ARTICLE
      V -- NONQUALIFIED STOCK OPTIONS

     

    5.1
      The
      Board may, in its sole discretion, from time to time on or after the Effective
      Date grant Nonqualified Stock Options to Eligible Persons, subject to the
      provisions of this Article V and Articles III and VI and subject to the
      following conditions:

     

    (a)
      Nonqualified Stock Options may be granted to any Eligible Person,
      each of
      whom may be granted one or more of such Nonqualified Stock Options, at such
      time
      or times determined by the Board.

     

    (b)
      The
      Option Price per share of Common Stock for a Nonqualified Stock Option shall
      be
      set in the Award Agreement and may be less than one hundred percent (100%)
      of
      the Fair Market Value of the Common Stock at the Grant Date; provided, however,
      that the exercise price of each Nonqualified Stock Option granted under the
      Plan
      shall in no event be less than the par value per share of the Company's Common
      Stock.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    (c)
      A
      Nonqualified Stock Option may be exercised in full or in part from time to
      time
      within the Option Period specified by the Board and set forth in the Award
      Agreement; provided, however, that, in any event, the Nonqualified Stock Option
      shall lapse and cease to be exercisable upon a Termination of Service or within
      such period following a Termination of Service as shall have been determined
      by
      the Board and set forth in the related Award Agreement.

     

    5.2
      The
      Board may provide for any other terms and conditions for a Nonqualified Stock
      Option not inconsistent with this Article V or Articles III or VI, as determined
      in its sole discretion and set forth in the Award Agreement for such
      Nonqualified Stock Option.

     

    ARTICLE
      VI -- INCIDENTS OF STOCK OPTIONS

     

    6.1
      Each
      Stock Option shall be granted subject to such terms and conditions, if any,
      not
      inconsistent with this Plan, as shall be determined by the Board and set forth
      in the related Award Agreement, including any provisions as to continued
      employment as consideration for the grant or exercise of such Stock Option
      and
      any provisions which may be advisable to comply with applicable laws,
      regulations or rulings of any governmental authority.

     

    6.2
      Except as hereinafter described, a Stock Option shall not be transferable by
      the
      Participant other than by will or by the laws of descent and distribution,
      and
      shall be exercisable during the lifetime of the Participant only by the
      Participant or the Participant's guardian or legal representative. In the event
      of the death of a Participant, any unexercised Stock Options may be exercised
      to
      the extent otherwise provided herein or in such Participant's Award Agreement
      by
      the executor or personal representative of such Participant's estate or by
      any
      person who acquired the right to exercise such Stock Options by bequest under
      the Participant's will or by inheritance. The Board, in its sole discretion,
      may
      at any time permit a Participant to transfer a Nonqualified Stock Option for
      no
      consideration to or for the benefit of one or more members of the Participant's
      Immediate Family (including, without limitation, to a trust for the benefit
      of
      the Participant and/or one or more members of such Participant's Immediate
      Family or a corporation, partnership or limited liability company established
      and controlled by the Participant and/or one or more members of such
      Participant's Immediate Family), subject to such limits as the Board may
      establish. The transferee of such Nonqualified Stock Option shall remain subject
      to all terms and conditions applicable to such Nonqualified Stock Option prior
      to such transfer. The foregoing right to transfer the Nonqualified Stock Option,
      if granted by the Board shall apply to the right to consent to amendments to
      the
      Award Agreement.

     

    6.3
      Shares of Common Stock purchased upon exercise of a Stock Option shall be paid
      for in such amounts, at such times and upon such terms as shall be determined
      by
      the Board, subject to limitations set forth in the Stock Option Award Agreement.
      The Board may, in its sole discretion, permit the exercise of a Stock Option
      by
      payment in cash or by tendering shares of Common Stock (either by actual
      delivery of such shares or by attestation), or any combination thereof, as
      determined by the Board. In the sole discretion of the Board,
      payment
      in shares of Common Stock also may be made with shares received upon the
      exercise or partial exercise of the Stock Option, whether or not involving
      a
      series of exercises or partial exercises and whether or not share certificates
      for such shares surrendered have been delivered to the Participant. The Board
      also may, in its sole discretion, permit the payment of the exercise price
      of a
      Stock Option by the voluntary surrender of all or a portion of the Stock Option.
      Shares of Common Stock previously held by the Participant and surrendered in
      payment of the Option Price of a Stock Option shall be valued for such purpose
      at the Fair Market Value thereof on the date the Stock Option is
      exercised.

     

    6.4
      The
      holder of a Stock Option shall have no rights as a shareholder with respect
      to
      any shares covered by the Stock Option (including, without limitation, any
      voting rights, the right to inspect or receive the Company's balance sheets
      or
      financial statements or any rights to receive dividends or non-cash
      distributions with respect to such shares) until such time as the holder has
      exercised the Stock Option and then only with respect to the number of shares
      which are the subject of the exercise. No adjustment shall be made for dividends
      or other rights for which the record date is prior to the date such stock
      certificate is issued.

     

    6.5
      The
      Board may permit the voluntary surrender of all or a portion of any Stock Option
      granted under the Plan to be conditioned upon the granting to the Participant
      of
      a new Stock Option for the same or a different number of shares of Common Stock
      as the Stock Option surrendered, or may require such voluntary surrender as
      a
      condition precedent to a grant of a new Stock Option to such Participant.
      Subject to the provisions of the Plan, such new Stock Option shall be
      exercisable at such Option Price, during such Option Period and on such other
      terms and conditions as are specified by the Board at the time the new Stock
      Option is granted. Upon surrender, the Stock Options surrendered shall be
      canceled and the shares of Common Stock previously subject to them shall be
      available for the grant of other Stock Options.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    6.6
      The
      Board may at any time offer to purchase a Participant's outstanding Stock Option
      for a payment equal to the value of such Stock Option payable in cash, shares
      of
      Common Stock or Restricted Stock or other property upon surrender of the
      Participant's Stock Option, based on such terms and conditions as the Board
      shall establish and communicate to the Participant at the time that such offer
      is made.

     

    6.7
      The
      Board shall have the discretion, exercisable either at the time the Award is
      granted or at the time the Participant discontinues employment, to establish
      as
      a provision applicable to the exercise of one or more Stock Options that, during
      a limited period of exercisability following a Termination of Service, the Stock
      Option may be exercised not only with respect to the number of shares of Common
      Stock for which it is exercisable at the time of the Termination of Service
      but
      also with respect to one or more subsequent installments for which the Stock
      Option would have become exercisable had the Termination of Service not
      occurred.

     

    ARTICLE
      VII -- RESTRICTED STOCK

     

    7.1
      The
      Board may, in its sole discretion, from time to time on or after the Effective
      Date award shares of Restricted Stock to Eligible Persons as a reward for past
      service and an incentive for the performance of future services that will
      contribute materially to the successful operation of the Company an its
      Affiliates, subject to the terms and conditions set forth in this Article.

     

    


     

    7.2
      The
      Board shall determine the terms and conditions of any Award of Restricted Stock,
      which shall be set forth in the related Award Agreement, including without
      limitation:

     

    (a)
      the
      purchase price, if any, to be paid for such Restricted Stock, which may be
      zero,
      subject to such minimum consideration as may be required by applicable
      law;

     

    (b)
      the
      duration of the Restriction Period or Restriction Periods with respect to such
      Restricted Stock and whether any events may accelerate or delay the end of
      such
      Restriction Period(s);

     

    (c)
      the
      circumstances upon which the restrictions or limitations shall lapse, and
      whether such restrictions or limitations shall lapse as to all shares of
      Restricted Stock at the end of the Restriction Period or as to a portion of
      the
      shares of Restricted Stock in installments during the Restriction Period by
      means of one or more vesting schedules;

     

    (d)
      whether such Restricted Stock is subject to repurchase by the Company or to
      a
      right of first refusal at a predetermined price or if the Restricted Stock
      may
      be forfeited entirely under certain conditions;

     

    (e)
      whether any performance goals may apply to a Restriction Period to shorten
      or
      lengthen such period; and

     

    (f)
      whether dividends and other distributions with respect to such Restricted Stock
      are to be paid currently to the Participant or withheld by the Company for
      the
      account of the Participant.

     

    7.3
      Awards of Restricted Stock must be accepted within a period of thirty (30)
      days
      after the Grant Date (or such shorter or longer period as the Board may specify
      at such time) by executing an Award Agreement with respect to such Restricted
      Stock and tendering the purchase price, if any. A prospective recipient of
      an
      Award of Restricted Stock shall not have any rights with respect to such Award,
      unless such recipient has executed an Award Agreement with respect to such
      Restricted Stock, has delivered a fully executed copy thereof to the Board
      and
      has otherwise complied with the applicable terms and conditions of such
      Award.

     

    7.4
      In
      the sole discretion of the Board and as set forth in the Award Agreement for
      an
      Award of Restricted Stock, all shares of Restricted Stock held by a Participant
      and still subject to restrictions shall be forfeited by the Participant upon
      the
      Participant's Termination of Service and shall be reacquired, canceled and
      retired by the Company. Notwithstanding the foregoing, unless otherwise provided
      in an Award Agreement with respect to an Award of Restricted Stock, in the
      event
      of the death, Disability or Retirement of a Participant during the Restriction
      Period, or in other cases of special circumstances (including hardship or other
      special circumstances of a Participant whose employment is involuntarily
      terminated), the Board may elect to waive in whole or in part any remaining
      restrictions with respect to all or any part of such Participant's Restricted
      Stock, if it finds that a waiver would be appropriate.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    7.5
      Except as otherwise provided in this Article VII, no shares of Restricted Stock
      received by a Participant shall be sold, exchanged, transferred, pledged,
      hypothecated or otherwise disposed of during the Restriction
      Period.

     

    7.6
      Upon
      an Award of Restricted Stock to a Participant, a certificate or certificates
      representing the shares of such Restricted Stock will be issued to and
      registered in the name of the Participant. Unless otherwise determined
      by
      the
      Board, such certificate or certificates will be held in custody by the Company
      until (i) the Restriction Period expires and the restrictions or limitations
      lapse, in which case one or more certificates representing such shares of
      Restricted Stock that do not bear a restrictive legend (other than any legend
      as
      required under applicable federal or state securities laws) shall be delivered
      to the Participant, or (ii) a prior forfeiture by the Participant of the shares
      of Restricted Stock subject to such Restriction Period, in which case the
      Company shall cause such certificate or certificates to be canceled and the
      shares represented thereby to be retired, all as set forth in the Participant's
      Award Agreement. It shall be a condition of an Award of Restricted Stock that
      the Participant deliver to the Company a stock power endorsed in blank relating
      to the shares of Restricted Stock to be held in custody by the
      Company.

     

    7.7
      Except as provided in this Article VII or in the related Award Agreement, a
      Participant receiving an Award of shares of Restricted Stock Award shall have,
      with respect to such shares, all rights of a shareholder of the Company,
      including the right to vote the shares and the right to receive any
      distributions, unless and until such shares are otherwise forfeited by such
      Participant; provided, however, the Board may require that any cash dividends
      with respect to such shares of Restricted Stock be automatically reinvested
      in
      additional shares of Restricted Stock subject to the same restrictions as the
      underlying Award, or may require that cash dividends and other distributions
      on
      Restricted Stock be withheld by the Company or its Affiliates for the account
      of
      the Participant. The Board shall determine whether interest shall be paid on
      amounts withheld, the rate of any such interest, and the other terms applicable
      to such withheld amounts.

     

    ARTICLE
      VIII -- STOCK AWARDS

     

    8.1
      The
      Board may, in its sole discretion, from time to time on or after the Effective
      Date grant Stock Awards to Eligible Persons in payment of compensation that
      has
      been earned or as compensation to be earned, including without limitation
      compensation awarded or earned concurrently with or prior to the grant of the
      Stock Award, subject to the terms and conditions set forth in this Article
      VIII.

     

    8.2
      For
      the purposes of this Plan, in determining the value of a Stock Award, all shares
      of Common Stock subject to such Stock Award shall be set in the Award Agreement
      and may be less than one hundred percent (100%) of the Fair Market Value of
      the
      Common Stock at the Grant Date.

     

    8.3
      Unless otherwise determined by the Board and set forth in the related Award
      Agreement, shares of Common Stock subject to a Stock Award will be issued,
      and
      one or more certificates representing such shares will be delivered, to the
      Participant as soon as practicable following the Grant Date of such Stock Award.
      Upon the issuance of such shares and the delivery of one or more certificates
      representing such shares to the Participant, such Participant shall be and
      become a shareholder of the Company fully entitled to receive dividends, to
      vote
      and to exercise all other rights of a shareholder of the Company.
      Notwithstanding any other provision of this Plan, unless the Board expressly
      provides otherwise with respect to a Stock Award, as set forth in the related
      Award Agreement, no Stock Award shall be deemed to be an outstanding Award
      for
      purposes of the Plan.

     

    ARTICLE
      IX -- PERFORMANCE SHARES

     

    9.1
      The
      Board may, in its sole discretion, from time to time on or after the Effective
      Date award Performance Shares to Eligible Persons as an incentive for the
      performance of future services that will contribute materially to the successful
      operation of the Company and its Affiliates, subject to the terms and conditions
      set forth in this Article IX. 

     

    9.2
      The
      Board shall determine the terms and conditions of any Award of Performance
      Shares, which shall be set forth in the related Award Agreement, including
      without limitation:

     

    (a)
      the
      purchase price, if any, to be paid for such Performance Shares, which may be
      zero, subject to such minimum consideration as may be required by applicable
      law;

     

    (b)
      the
      performance period (the "Performance
      Period")
      and/or
      performance objectives (the "Performance
      Objectives")
      applicable to such Awards;

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    (c)
      the
      number of Performance Shares that shall be paid to the Participant if the
      applicable Performance Objectives are exceeded or met in whole or in part;
      and

     

    (d)
      the
      form of settlement of a Performance Share.

     

    9.3
      At
      any date, each Performance Share shall have a value equal to the Fair Market
      Value of a share of Common Stock.

     

    9.4
      Performance Periods may overlap and Participants may participate simultaneously
      with respect to Performance Shares for which different Performance Periods
      are
      prescribed.

     

    9.5
      Performance Objectives may vary from Participant to Participant and between
      Awards and shall be based upon such performance criteria or combination of
      factors as the Board may deem appropriate, including, but not limited to,
      minimum earnings per share or return on equity. If during the course of a
      Performance Period there shall occur significant events which the Board expects
      to have a substantial effect on the applicable Performance Objectives during
      such period, the Board may revise such Performance Objectives.

     

    9.6
      In
      the sole discretion of the Board and as set forth in the Award Agreement for
      an
      Award of Performance Shares, all Performance Shares held by a Participant and
      not earned shall be forfeited by the Participant upon the Participant's
      Termination of Service. Notwithstanding the foregoing, unless otherwise provided
      in an Award Agreement with respect to an Award of Performance Shares, in the
      event of the death, Disability or Retirement of a Participant during the
      applicable Performance Period, or in other cases of special circumstances
      (including hardship or other special circumstances of a Participant whose
      employment is involuntarily terminated), the Board may determine to make a
      payment in settlement of such Performance Shares at the end of the Performance
      Period, based upon the extent to which the Performance Objectives were satisfied
      at the end of such period and pro rated for the portion of the Performance
      Period during which the Participant was employed by the Company or an Affiliate;
      provided, however, that the Board may provide for an earlier payment in
      settlement of such Performance Shares in such amount and under such terms and
      conditions as the Board deems appropriate or desirable.

     

    9.7
      The
      settlement of a Performance Share shall be made in cash, whole shares of Common
      Stock or a combination thereof and shall be made as soon as practicable after
      the end of the applicable Performance Period. Notwithstanding the foregoing,
      the
      Board in its sole discretion may allow a Participant to defer payment in
      settlement of Performance Shares on terms and conditions approved by the Board
      and set forth in the related Award Agreement entered into in advance of the
      time
      of receipt or constructive receipt of payment by the Participant. 

     

    9.8
      Performance Shares shall not be transferable by the Participant. The Board
      shall
      have the authority to place additional restrictions on the Performance Shares
      including, but not limited to, restrictions on transfer of any shares of Common
      Stock that are delivered to a Participant in settlement of any Performance
      Shares.

     

    ARTICLE
      X -- CHANGES OF CONTROL OR OTHER FUNDAMENTAL CHANGES

     

    10.1
      Upon
      the occurrence of a Change of Control and unless otherwise provided in the
      Award
      Agreement with respect to a particular Award:

     

    (a)
      all
      outstanding Stock Options shall become immediately exercisable in full, subject
      to any appropriate adjustments in the number of shares subject to the Stock
      Option and the Option Price, and shall remain exercisable for the remaining
      Option Period, regardless of any provision in the related Award Agreement
      limiting the exercisability of such Stock Option or any portion thereof for
      any
      length of time;

     

    (b)
      all
      outstanding Performance Shares with respect to which the applicable Performance
      Period has not been completed shall be paid out as soon as practicable as
      follows:

     

    (i)
      all
      Performance Objectives applicable to the Award of Performance Shares shall
      be
      deemed to have been satisfied to the extent necessary to earn one hundred
      percent (100%) of the Performance Shares covered by the Award;

     

    (ii)
      the
      applicable Performance Period shall be deemed to have been completed upon
      occurrence of the Change of Control;

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    (iii)
      the
      payment to the Participant in settlement of the Performance Shares shall be
      the
      amount determined by the Board, in its sole discretion, or in the manner stated
      in the Award Agreement, as multiplied by a fraction, the numerator of which
      is
      the number of full calendar months of the applicable Performance Period that
      have elapsed prior to occurrence of the Change of Control, and the denominator
      of which is the total number of months in the original Performance Period;
      and

     

    (iv)
      upon
      the making of any such payment, the Award Agreement as to which it relates
      shall
      be deemed terminated and of no further force and effect.

     

    (c)
      all
      outstanding shares of Restricted Stock with respect to which the restrictions
      have not lapsed shall be deemed vested, and all such restrictions shall be
      deemed lapsed and the Restriction Period ended.

     

    10.2
      Anything contained herein to the contrary notwithstanding, upon the dissolution
      or liquidation of the Company, each Award granted under the Plan and then
      outstanding shall terminate; provided, however, that following the adoption
      of a
      plan of dissolution or liquidation, and in any event prior to the effective
      date
      of such dissolution or liquidation, each such outstanding Award granted
      hereunder shall be exercisable in full and all restrictions shall lapse, to
      the
      extent set forth in Section 10.1(a), (b) and (c) above.

     

    10.3
      After the merger of one or more corporations into the Company or any Affiliate,
      any merger of the Company into another corporation, any consolidation of the
      Company or any Affiliate of the Company and one or more corporations, or any
      other corporate reorganization of any form involving the Company as a party
      thereto and involving any exchange, conversion, adjustment or other
      modification
      of the
      outstanding shares of the Common Stock, each Participant shall, at no additional
      cost, be entitled, upon any exercise of such Participant's Stock Option, to
      receive, in lieu of the number of shares as to which such Stock Option shall
      then be so exercised, the number and class of shares of stock or other
      securities or such other property to which such Participant would have been
      entitled to pursuant to the terms of the agreement of merger or consolidation
      or
      reorganization, if at the time of such merger or consolidation or
      reorganization, such Participant had been a holder of record of a number of
      shares of Common Stock equal to the number of shares as to which such Stock
      Option shall then be so exercised. Comparable rights shall accrue to each
      Participant in the event of successive mergers, consolidations or
      reorganizations of the character described above. The Board may, in its sole
      discretion, provide for similar adjustments upon the occurrence of such events
      with regard to other outstanding Awards under this Plan. The foregoing
      adjustments and the manner of application of the foregoing provisions shall
      be
      determined by the Board in its sole discretion. Any such adjustment may provide
      for the elimination of any fractional shares which might otherwise become
      subject to an Award. All adjustments made as the result of the foregoing in
      respect of each Incentive Stock Option shall be made so that such Incentive
      Stock Option shall continue to be an Incentive Stock Option, as defined in
      Section 422 of the Code.

     

    ARTICLE
      XI -- AMENDMENT AND TERMINATION

     

    11.1
      Subject to the provisions of Section 11.2, the Board of Directors at any time
      and from time to time may amend or terminate the Plan as may be necessary or
      desirable to implement or discontinue the Plan or any provision hereof. To
      the
      extent required by the Act or the Code, however, no amendment, without approval
      by the Company's shareholders, shall:

     

    (a)
      materially alter the group of persons eligible to participate in the
      Plan;

     

    (b)
      except as provided in Section 3.4, change the maximum aggregate number of shares
      of Common Stock that are available for Awards under the Plan;

     

    (c)
      alter
      the class of individuals eligible to receive an Incentive Stock Option or
      increase the limit on Incentive Stock Options set forth in Section 4.1(d) or
      the
      value of shares of Common Stock for which an Eligible Employee may be granted
      an
      Incentive Stock Option.

     

    11.2
      No
      amendment to or discontinuance of the Plan or any provision hereof by the Board
      of Directors or the shareholders of the Company shall, without the written
      consent of the Participant, adversely affect (in the sole discretion of the
      Board) any Award theretofore granted to such Participant under this Plan;
      provided, however, that the Board retains the right and power to:

     

    (a)
      annul
      any Award if the Participant is terminated for cause as determined by the Board;
      and

     

    (b)
      convert any outstanding Incentive Stock Option to a Nonqualified Stock
      Option.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    11.3
      If a
      Change of Control has occurred, no amendment or termination shall impair the
      rights of any person with respect to an outstanding Award as provided in Article
      X. 

     

    ARTICLE
      XII -- MISCELLANEOUS PROVISIONS

     

    12.1
      Nothing in the Plan or any Award granted hereunder shall confer upon any
      Participant any right to continue in the employ of the Company or its Affiliates
      or to serve as a Director or shall interfere in any way with the right of the
      Company or its Affiliates or the shareholders of the Company, as applicable,
      to
      terminate the employment of a Participant or to release or remove a Director
      at
      any time. Unless specifically provided otherwise, no Award granted under the
      Plan shall be deemed salary or compensation for the purpose of computing
      benefits under any employee benefit plan or other arrangement of the Company
      or
      its Affiliates for the benefit of their respective employees unless the Company
      shall determine otherwise. No Participant shall have any claim to an Award
      until
      it is actually granted under the Plan and an Award Agreement has been executed
      and delivered to the Company. To the extent that any person acquires a right
      to
      receive payments from the Company under the Plan, such right shall, except
      as
      otherwise provided by the Board, be no greater than the right of an unsecured
      general creditor of the Company. All payments to be made hereunder shall be
      paid
      from the general funds of the Company, and no special or separate fund shall
      be
      established and no segregation of assets shall be made to assure payment of
      such
      amounts, except as provided in Article VII with respect to Restricted Stock
      and
      except as otherwise provided by the Board.

     

    12.2
      The
      Plan and the grant of Awards shall be subject to all applicable federal and
      state laws, rules, and regulations and to such approvals by any government
      or
      regulatory agency as may be required. Any provision herein relating to
      compliance with Rule 16b-3 under the Act shall not be applicable with respect
      to
      participation in the Plan by Participants who are not subject to Section 16
      of
      the Act.

     

    12.3
      The
      terms of the Plan shall be binding upon the Company, its successors and
      assigns.

     

    12.4
      Neither a Stock Option nor any other type of equity-based compensation provided
      for hereunder shall be transferable except as provided for in Section 6.2.
      In
      addition to the transfer restrictions otherwise contained herein, additional
      transfer restrictions shall apply to the extent required by federal or state
      securities laws. If any Participant makes such a transfer in violation hereof,
      any obligation hereunder of the Company to such Participant shall terminate
      immediately.

     

    12.5
      The
      Plan shall be governed by, and construed in accordance with, the laws of the
      State of Delaware (without regard to its choice-of-law provisions).

     

    12.6
      Each
      Participant exercising an Award hereunder agrees to give the Board prompt
      written notice of any election made by such Participant under Section 83(b)
      of
      the Code or any similar provision. 

     

    12.7
      If
      any provision of this Plan or an Award Agreement is or becomes or is deemed
      invalid, illegal or unenforceable in any jurisdiction, or would disqualify
      the
      Plan or any Award Agreement under any law deemed applicable by the Board, such
      provision shall be construed or deemed amended to conform to applicable laws,
      or
      if it cannot be construed or deemed amended without, in the determination of
      the
      Board, materially altering the intent of the Plan or the Award Agreement, it
      shall be stricken, and the remainder of the Plan or the Award Agreement shall
      remain in full force and effect.

     

    12.8
      The
      grant of an Award pursuant to this Plan shall not affect in any way the right
      or
      power of the Company or any of its Affiliates to make adjustments,
      reclassification, reorganizations, or changes of its capital or business
      structure, or to merge or consolidate, or to dissolve, liquidate or sell, or
      to
      transfer all or part of its business or assets. 

     

    12.9
      The
      Plan is not subject to the provisions of ERISA or qualified under Section 401(a)
      of the Code.

     

    12.10
      If
      a Participant is required to pay to the Company an amount with respect to income
      and employment tax withholding obligations in connection with (i) the exercise
      of a Nonqualified Stock Option, (ii) certain dispositions of Common Stock
      acquired upon the exercise of an Incentive Stock Option, or (iii) the receipt
      of
      Common Stock pursuant to any other Award, then the issuance of Common Stock
      to
      such Participant shall not be made (or the transfer of shares by such
      Participant shall not be required to be effected, as applicable) unless such
      withholding tax or other withholding liabilities shall have been satisfied
      in a
      manner acceptable to the Company. To the extent provided by the terms of an
      Award Agreement, the Participant may satisfy any federal, state or local tax
      withholding obligation relating to the exercise or acquisition of Common Stock
      under an Award by any of the following means (in addition to the Company's
      right
      to withhold from any compensation paid to the Participant by the Company) or
      by
      a combination of such means: (i) tendering a cash payment; (ii) authorizing
      the
      Company to withhold shares of Common Stock from the shares of Common Stock
      otherwise issuable to the Participant as a result of the exercise or acquisition
      of Common Stock under the Award, provided, however, that no shares of Common
      Stock are withheld with a value exceeding the minimum amount of tax required
      to
      be withheld by law; or (iii) delivering to the Company owned and unencumbered
      shares of Common Stock.