EXHIBIT 4.1 


As adopted May 18, 1998, 

and amended May 19, 2000, May 17, 2002, 

May 21, 2007 and May 21, 2012


CYBEROPTICS CORPORATION 

1998 STOCK INCENTIVE PLAN


Section 1. Purpose.


          The
purpose of the Plan is to aid in attracting and retaining management personnel
and other persons providing valuable services to the CYBEROPTICS Corporation
(the “Company”) capable of assuring the future success of the Company, to offer
such personnel incentives to put forth maximum efforts for the success of the Company’s
business and to afford such personnel an opportunity to acquire a proprietary
interest in the Company. 


Section 2. Definitions. 


          As
used in the Plan, the following terms shall have the meanings set forth below: 


          (a)
     “Affiliate” shall mean (i) any entity that,
directly or indirectly through one or more intermediaries, is controlled by the
Company and(ii) any entity in which the Company has a significant equity
interest, in each case as determined by the Committee. 


          (b)
     “Award” shall mean any Option, Stock Appreciation
Right, Restricted Stock, Restricted Stock Unit, Performance Award, Dividend
Equivalent or Other Stock-Based Award granted under the Plan. 


          (c)
     “Award Agreement” shall mean any written
agreement, contract or other instrument or document evidencing any Award
granted under the Plan. 


          (d)
     “Code” shall mean the Internal Revenue Code of
1986, as amended from time to time, and any regulations promulgated thereunder.



          (e)
     “Committee” shall mean a committee of the Board
of Directors of the Company designated by such Board to administer the Plan,
which shall consist of members appointed from time to time by the Board of
Directors. Each member of the Committee shall be an “outside director” as
defined in Section 162(m) of the Code. 


          (f)
     “Company” shall mean CyberOptics Corporation, a
Minnesota corporation, and any successor corporation. 


          (g)
     “Dividend Equivalent” shall mean any right granted
under Section 6(e) of the Plan. 


          (h)
     “Eligible Person” shall mean any employee,
officer, consultant or independent contractor providing services to the Company
or any Affiliate who the Committee determines to be an Eligible Person. 






          (i)
     “Fair Market Value” shall mean, with respect to
any property (including, without limitation, any Shares or other securities),
the fair market value of such property determined by such methods or procedures
as shall be established from time to time by the Committee. 


          (j)
     “Incentive Stock Option” shall mean an option
granted under Section 6(a) of the Plan that is intended to meet the
requirements of Section 422 of the Code or any successor provision. 


          (k)
     “Non-Qualified Stock Option” shall mean an option
granted under Section 6(a) of the Plan that is not intended to be an Incentive
Stock Option. 


          (l)
     “Option” shall mean an Incentive Stock Option or
a Non-Qualified Stock Option, and shall include Restoration Options. 


          (m)
     “Other Stock-Based Award” shall mean any right
granted under Section 6(f) of the Plan. 


          (n)
     “Participant” shall mean an Eligible Person
designated to be granted an Award under the Plan. 


          (o)
     “Performance Award” shall mean any right granted
under Section 6(d) of the Plan. 


          (p)
     “Person” shall mean any individual, corporation,
partnership, association or trust. 


          (q)
     “Plan” shall mean this 1998 Stock Incentive Plan,
as amended from time to time. 


          (r)
     “Reload Option” shall mean any Option granted
under Section 6(a)(iv) of the Plan. 


          (s)
     “Restricted Stock” shall mean any Share granted
under Section 6(c) of the Plan. 


          (t)
     “Restricted Stock Unit” shall mean any unit
granted under Section 6(c) of the Plan evidencing the right to receive a Share
(or a cash payment equal to the Fair Market Value of a Share) at some future
date. 


          (u)
     “Rule 16b-3” shall mean Rule 16b-3 promulgated by
the Securities and Exchange Commission under the Securities Exchange Act of
1934, as amended, or any successor rule or regulation. 


          (v)
     “Shares” shall mean shares of Common Stock, no
par value, of the Company or such other securities or property as may become
subject to Awards pursuant to an adjustment made under Section 4(c) of the
Plan. 


          (w)
     “Stock Appreciation Right” shall mean any right
granted under Section 6(b) of the Plan. 


Section 3. Administration.


          (a)
     Power and Authority of the Committee. The
Plan shall be administered by the Committee. Subject to the express provisions
of the Plan and to applicable law, the Committee shall have full power and
authority to: (i) designate Participants; (ii) determine the type or types of
Awards to be granted to each Participant under the Plan; (iii) determine the
number of Shares to be covered by (or with respect to which payments, rights or
other matters are to be calculated in connection with) each Award; (iv)
determine the terms and conditions of any Award or Award Agreement; (v)amend
the terms and conditions of any Award or Award Agreement and accelerate the
exercisability of Options or the lapse of restrictions relating to Restricted
Stock, Restricted Stock Units or other Awards; (vi)determine whether, to what
extent and under what circumstances Awards may be exercised in cash, Shares,
other securities, other Awards or other property, or canceled, forfeited or
suspended; (vii) determine whether, to what extent and under what circumstances
cash, Shares, other securities, other Awards, other property and other amounts
payable with respect to an Award under the Plan shall be deferred either
automatically or at the election of the holder thereof or the Committee;
(viii)interpret and administer the Plan and any instrument or agreement
relating to, or Award made under, the Plan; (ix)establish, amend, suspend or
waive such rules and regulations and appoint such agents as it shall deem
appropriate for the proper administration of the Plan; and (x) make any other
determination and take any other action that the Committee deems necessary or
desirable for the administration of the Plan. Unless otherwise expressly
provided in the Plan, all designations, determinations, interpretations and
other decisions under or with respect to the Plan or any Award shall be within
the sole discretion of the Committee, may be made at any time and shall be
final, conclusive and binding upon any Participant, any holder or beneficiary of
any Award and any employee of the Company or any Affiliate. 






          (b)
     Delegation. The Committee may delegate its powers
and duties under the Plan to one or more officers of the Company or any
Affiliate or a committee of such officers, subject to such terms, conditions
and limitations as the Committee may establish in its sole discretion. 


Section 4. Shares Available for Awards. 


          (a)
     Shares Available. Subject to adjustment as
provided in Section 4(c), the number of Shares available for granting Awards
under the Plan since initial adoption of the Plan shall be 1,475,000. If any
Shares covered by an Award or to which an Award relates are not purchased or
are forfeited, or if an Award otherwise terminates without delivery of any Shares,
then the number of Shares counted against the aggregate number of Shares
available under the Plan with respect to such Award, to the extent of any such
forfeiture or termination, shall again be available for granting Awards under
the Plan. 


          (b)
     Accounting for Awards. For purposes of
this Section 4, if an Award entitles the holder thereof to receive or purchase
Shares, the number of Shares covered by such Award or to which such Award
relates shall be counted on the date of grant of such Award against the
aggregate number of Shares available for granting Awards under the Plan. 


          (c)
     Adjustments. In the event that the
Committee shall determine that any dividend or other distribution (whether in
the form of cash, Shares, other securities or other property),
recapitalization, stock split, reverse stock split, reorganization, merger,
consolidation, split-up, spin-off, combination, repurchase or exchange of
Shares or other securities of the Company, issuance of warrants or other rights
to purchase Shares or other securities of the Company or other similar
corporate transaction or event affects the Shares such that an adjustment is
determined by the Committee to be appropriate in order to prevent dilution or
enlargement of the benefits or potential benefits intended to be made available
under the Plan, then the Committee shall, in such manner as it may deem
equitable, adjust any or all of (i) the number and type of Shares (or other
securities or other property) which thereafter may be made the subject of
Awards, (ii) the number and type of Shares (or other securities or other
property) subject to outstanding Awards and (iii)the purchase or exercise price
with respect to any Award; provided, however, that the number of
Shares covered by any Award or to which such Award relates shall always be a
whole number. 


          (d)
     Limitation on Annual Awards to Individuals.
Notwithstanding any other provision in this Plan, no Participant may be granted
an Award or Awards under the Plan, the value of which is based solely on an
increase in the value of the Shares after the date of grant of such Award or
Awards, for more than 150,000 Shares in the aggregate in any one calendar year
period. The foregoing annual limitation specifically includes the grant of any
“performance-based” awards within the meaning of Section 162(m) of the Code. 






Section 5. Eligibility.


          Any Eligible
Person, including any Eligible Person who is an officer or director of the
Company or any Affiliate, shall be eligible to be designated a Participant. In
determining which Eligible Persons shall receive an Award and the terms of any
Award, the Committee may take into account the nature of the services rendered
by the respective Eligible Persons, their present and potential contributions
to the success of the Company or such other factors as the Committee, in its
discretion, shall deem relevant. Notwithstanding the foregoing, an Incentive
Stock Option may only be granted to full or part-time employees (which term as
used herein includes, without limitation, officers and directors who are also
employees) and an Incentive Stock Option shall not be granted to an employee of
an Affiliate unless such Affiliate is also a “subsidiary corporation” of the
Company within the meaning of Section 424(f) of the Code or any successor
provision. 


Section 6. Awards. 


          (a)
     Options. The Committee is hereby
authorized to grant Options to Participants with the following terms and
conditions and with such additional terms and conditions not inconsistent with
the provisions of the Plan as the Committee shall determine: 


	
  

 	
  

 
	
  

 	
           (i)
      Exercise Price. The purchase price per
 Share purchasable under an Option shall be determined by the Committee; provided,
 however, that such purchase price shall not be less than 100% of the
 Fair Market Value of a Share on the date of grant of such Option. 

 
	
  

 	
  

 
	
  

 	
           (ii)
      Option Term. The term of each Option
 shall be fixed by the Committee. 

 
	
  

 	
  

 
	
  

 	
           (iii)
      Time and Method of Exercise. The
 Committee shall determine the time or times at which an Option may be
 exercised in whole or in part and the method or methods by which, and the
 form or forms (including, without limitation, cash, Shares, promissory notes,
 other securities, other Awards or other property, or any combination thereof,
 having a Fair Market Value on the exercise date equal to the relevant
 exercise price) in which, payment of the exercise price with respect thereto
 may be made or deemed to have been made. 

 
	
  

 	
  

 
	
  

 	
           (iv)
      Reload Options. The Committee may grant
 Reload Options, separately or together with another Option, pursuant to
 which, subject to the terms and conditions established by the Committee and
 any applicable requirements of Rule 16b-3 or any other applicable law, the
 Participant would be granted a new Option when the payment of the exercise
 price of the option to which such Reload Option relates is made by the
 delivery of Shares owned by the Participant pursuant to the relevant
 provisions of the plan or agreement relating to such option, which new Option
 would be an Option to purchase the number of Shares not exceeding the sum of
 (A) the number of Shares so provided as consideration upon the exercise of
 the previously granted option to which such Reload Option relates and (B) the
 number of Shares, if any, tendered or withheld as payment of the amount to be
 withheld under applicable tax laws in connection with the exercise of the
 option to which such Reload Option relates pursuant to the relevant provisions
 of the plan or agreement relating to such option. Reload Options may be
 granted with respect to options previously granted under the Plan or any
 other stock option plan of the Company, and may be granted in connection with
 any option granted under the Plan or any other stock option plan of the
 Company at the time of such grant. 

 



          (b)
     Stock Appreciation Rights. The Committee
is hereby authorized to grant Stock Appreciation Rights to Participants subject
to the terms of the Plan and any applicable Award Agreement. A Stock
Appreciation Right granted under the Plan shall confer on the holder thereof a
right to receive upon exercise thereof the excess of (i) the Fair Market Value
of one Share on the date of exercise (or, if the Committee shall so determine,
at any time during a specified period before or after the date of exercise)
over (ii) the grant price of the Stock Appreciation Right as specified by the
Committee, which price shall not be less than 100% of the Fair Market Value of
one Share on the date of grant of the Stock Appreciation Right. Subject to the
terms of the Plan and any applicable Award Agreement, the grant price, term,
methods of exercise, dates of exercise, methods of settlement and any other
terms and conditions of any Stock Appreciation Right shall be as determined by
the Committee. The Committee may impose such conditions or restrictions on the
exercise of any Stock Appreciation Right as it may deem appropriate. 






          (c)
     Restricted Stock and Restricted Stock Units.
The Committee is hereby authorized to grant Awards of Restricted Stock and
Restricted Stock Units to Participants with the following terms and conditions
and with such additional terms and conditions not inconsistent with the
provisions of the Plan as the Committee shall determine: 


	
  

 	
  

 
	
  

 	
           (i)
      Restrictions. Shares of Restricted Stock
 and Restricted Stock Units shall be subject to such restrictions as the
 Committee may impose (including, without limitation, any limitation on the
 right to vote a Share of Restricted Stock or the right to receive any
 dividend or other right or property with respect thereto), which restrictions
 may lapse separately or in combination at such time or times, in such
 installments or otherwise as the Committee may deem appropriate. 

 
	
  

 	
  

 
	
  

 	
           (ii)
      Stock Certificates. Any Restricted Stock
 granted under the Plan shall be evidenced by issuance of a stock certificate
 or certificates, which certificate or certificates shall be held by the
 Company. Such certificate or certificates shall be registered in the name of
 the Participant and shall bear an appropriate legend referring to the terms,
 conditions and restrictions applicable to such Restricted Stock. In the case
 of Restricted Stock Units, no Shares shall be issued at the time such Awards
 are granted. 

 
	
  

 	
  

 
	
  

 	
           (iii)
      Forfeiture; Delivery of Shares. Except
 as otherwise determined by the Committee, upon termination of employment (as
 determined under criteria established by the Committee) during the applicable
 restriction period, all Shares of Restricted Stock and all Restricted Stock
 Units at such time subject to restriction shall be forfeited and reacquired
 by the Company; provided, however, that the Committee may, when it finds that
 a waiver would be in the best interest of the Company, waive in whole or in
 part any or all remaining restrictions with respect to Shares of Restricted
 Stock or Restricted Stock Units. Any Share representing Restricted Stock that
 is no longer subject to restrictions shall be delivered to the holder thereof
 promptly after the applicable restrictions lapse or are waived. Upon the
 lapse or waiver of restrictions and the restricted period relating to
 Restricted Stock Units evidencing the right to receive Shares, such Shares
 shall be issued and delivered to the holders of the Restricted Stock Units. 

 



          (d)
     Performance Awards. The Committee is
hereby authorized to grant Performance Awards to Participants subject to the
terms of the Plan and any applicable Award Agreement. A Performance Award
granted under the Plan (i)may be denominated or payable in cash, Shares
(including, without limitation, Restricted Stock), other securities, other
Awards or other property and (ii)shall confer on the holder thereof the right
to receive payments, in whole or in part, upon the achievement of such
performance goals during such performance periods as the Committee shall
establish. Subject to the terms of the Plan and any applicable Award Agreement,
the performance goals to be achieved during any performance period, the length
of any performance period, the amount of any Performance Award granted, the
amount of any payment or transfer to be made pursuant to any Performance Award
and any other terms and conditions of any Performance Award shall be determined
by the Committee. 






          (e)
     Dividend Equivalents. The Committee is
hereby authorized to grant to Participants Dividend Equivalents under which
such Participants shall be entitled to receive payments (in cash, Shares, other
securities, other Awards or other property as determined in the discretion of
the Committee)equivalent to the amount of cash dividends paid by the Company to
holders of Shares with respect to a number of Shares determined by the
Committee. Subject to the terms of the Plan and any applicable Award Agreement,
such Dividend Equivalents may have such terms and conditions as the Committee
shall determine. 


          (f)
     Other Stock-Based Awards. The Committee is
hereby authorized to grant to Participants such other Awards that are
denominated or payable in, valued in whole or in part by reference to, or
otherwise based on or related to, Shares (including, without limitation,
securities convertible into Shares), as are deemed by the Committee to be
consistent with the purpose of the Plan; provided, however, that such grants
must comply with Rule 16b-3 and applicable law. Subject to the terms of the
Plan and any applicable Award Agreement, the Committee shall determine the
terms and conditions of such Awards. Shares or other securities delivered
pursuant to a purchase right granted under this Section 6(f) shall be purchased
for such consideration, which may be paid by such method or methods and in such
form or forms (including without limitation, cash, Shares, promissory notes,
other securities, other Awards or other property or any combination thereof),
as the Committee shall determine, the value of which consideration, as
established by the Committee, shall not be less than 100% of the Fair Market
Value of such Shares or other securities as of the date such purchase right is
granted. 


          (g)
     General. 


	
  

 	
  

 
	
  

 	
           (i)
      No Cash Consideration for Awards. Awards
 shall be granted for no cash consideration or for such minimal cash
 consideration as may be required by applicable law. 

 
	
  

 	
  

 
	
  

 	
           (ii)
      Awards May Be Granted Separately or Together.
 Awards may, in the discretion of the Committee, be granted either alone or in
 addition to, in tandem with or in substitution for any other Award or any
 award granted under any plan of the Company or any Affiliate other than the
 Plan. Awards granted in addition to or in tandem with other Awards or in
 addition to or in tandem with awards granted under any such other plan of the
 Company or any Affiliate may be granted either at the same time as or at a
 different time from the grant of such other Awards or awards. 

 
	
  

 	
  

 
	
  

 	
           (iii)
      Forms of Payment under Awards. Subject
 to the terms of the Plan and of any applicable Award Agreement, payments or
 transfers to be made by the Company or an Affiliate upon the grant, exercise
 or payment of an Award may be made in such form or forms as the Committee
 shall determine (including, without limitation, cash, Shares, promissory
 notes, other securities, other Awards or other property or any combination
 thereof), and may be made in a single payment or transfer, in installments or
 on a deferred basis, in each case in accordance with rules and procedures
 established by the Committee. Such rules and procedures may include, without
 limitation, provisions for the payment or crediting of reasonable interest on
 installment or deferred payments or the grant or crediting of Dividend
 Equivalents with respect to installment or deferred payments. 

 
	
  

 	
  

 
	
  

 	
           (iv)
      Limits on Transfer of Awards. No Award
 and no right under any such Award shall be transferable by a Participant
 otherwise than by will or by the laws of descent and distribution; provided,
 however, that, if so determined by the Committee, a Participant may,
 in the manner established by the Committee, designate a beneficiary or
 beneficiaries to exercise the rights of the Participant and receive any
 property distributable with respect to any Award upon the death of the
 Participant. Each Award or right under any Award shall be exercisable during
 the Participant’s lifetime only by the Participant or, if permissible under
 applicable law, by the Participant’s guardian or legal representative. No
 Award or right under any such Award may be pledged, alienated, attached or
 otherwise encumbered, and any purported pledge, alienation, attachment or
 encumbrance thereof shall be void and unenforceable against the Company or
 any Affiliate. 

 













	
  

 	
  

 
	
  

 	
           (v)
      Term of Awards. The term of each Award
 shall be for such period as may be determined by the Committee. 

 
	
  

 	
  

 
	
  

 	
           (vi)
      Restrictions; Securities Exchange Listing.
 All certificates for Shares or other securities delivered under the Plan
 pursuant to any Award or the exercise thereof shall be subject to such stop
 transfer orders and other restrictions as the Committee may deem advisable
 under the Plan or the rules, regulations and other requirements of the
 Securities and Exchange Commission and any applicable federal or state
 securities laws, and the Committee may cause a legend or legends to be placed
 on any such certificates to make appropriate reference to such restrictions.
 If the Shares or other securities are traded on a securities exchange, the
 Company shall not be required to deliver any Shares or other securities covered
 by an Award unless and until such Shares or other securities have been
 admitted for trading on such securities exchange. 

 



Section 7. Amendment and Termination; Adjustments.



          Except
to the extent prohibited by applicable law and unless otherwise expressly
provided in an Award Agreement or in the Plan: 


          (a)
     Amendments to the Plan. The Board of
Directors of the Company may amend, alter, suspend, discontinue or terminate
the Plan; provided, however, that, notwithstanding any other provision of the
Plan or any Award Agreement, without the approval of the stockholders of the
Company, no such amendment, alteration, suspension, discontinuation or
termination shall be made that, absent such approval: 


	
  

 	
  

 
	
  

 	
           (i)
      would cause Rule 16b-3 to become unavailable
 with respect to the Plan; 

 
	
  

 	
  

 
	
  

 	
           (ii)
      would violate the rules or regulations of the
 New York Stock Exchange, any other securities exchange or the National
 Association of Securities Dealers, Inc. that are applicable to the Company;
 or 

 
	
  

 	
  

 
	
  

 	
           (iii)
      would cause the Company to be unable, under the
 Code, to grant Incentive Stock Options under the Plan. 

 



          (b)
     Amendments to Awards. The Committee may
waive any conditions of or rights of the Company under any outstanding Award,
prospectively or retroactively. The Committee may not amend, alter, suspend,
discontinue or terminate any outstanding Award, prospectively or retroactively,
without the consent of the Participant or holder or beneficiary thereof, except
as otherwise herein provided. 


          (c)
     Correction of Defects, Omissions and
Inconsistencies. The Committee may correct any defect, supply any omission
or reconcile any inconsistency in the Plan or any Award in the manner and to
the extent it shall deem desirable to carry the Plan into effect. 






Section 8. Income Tax Withholding; Tax Bonuses.


          (a)     Withholding.
In order to comply with all applicable federal or state income tax laws or
regulations, the Company may take such action as it deems appropriate to ensure
that all applicable federal or state payroll, withholding, income or other
taxes, which are the sole and absolute responsibility of a Participant, are
withheld or collected from such Participant. In order to assist a Participant
in paying all or a portion of the federal and state taxes to be withheld or
collected upon exercise or receipt of(or the lapse of restrictions relating to)
an Award, the Committee, in its discretion and subject to such additional terms
and conditions as it may adopt, may permit the Participant to satisfy such tax
obligation by (i) electing to have the Company withhold a portion of the Shares
otherwise to be delivered upon exercise or receipt of (or the lapse of
restrictions relating to) such Award with a Fair Market Value equal to the
amount of such taxes or (ii) delivering to the Company Shares other than Shares
issuable upon exercise or receipt of (or the lapse of restrictions relating to)
such Award with a Fair Market Value equal to the amount of such taxes. The
election, if any, must be made on or before the date that the amount of tax to
be withheld is determined.


          (b)     Tax
Bonuses. The Committee, in its discretion, shall have the authority, at the
time of grant of any Award under this Plan or at any time thereafter, to
approve cash bonuses to designated Participants to be paid upon their exercise
or receipt of (or the lapse of restrictions relating to) Awards in order to
provide funds to pay all or a portion of federal and state taxes dueas a result
of such exercise or receipt (or the lapse of such restrictions). The Committee
shall have full authority in its discretion to determine the amount of any such
tax bonus.


Section 9. General Provisions.


          (a)     No
Rights to Awards. Participant or other Person shall have any claim to be granted
any Award under the Plan, and there is no obligation for uniformity of
treatment of Eligible Persons, Participants or holders or beneficiaries of
Awards under the Plan. The terms and conditions of Awards need not be the same
with respect to any Participant or with respect to different Participants.


          (b)     Award
Agreements. No Participant will have rights under an Award granted to such
Participant unless and until an Award Agreement shall have been duly executed
on behalf of the Company.


          (c)     No
Limit on Other Compensation Arrangements. Nothing contained in the Plan
shall prevent the Company or any Affiliate from adopting or continuing in
effect other or additional compensation arrangements, and such arrangements may
be either generally applicable or applicable only in specific cases.


          (d)     No
Right to Employment. The grant of an Award shall not be construed as giving
a Participant the right to be retained in the employ of the Company or any
Affiliate, nor will it affect in any way the right of the Company or an
Affiliate to terminate such employment at any time, with or without cause. In
addition, the Company or an Affiliate may at any time dismiss a Participant
from employment free from any liability or any claim under the Plan, unless
otherwise expressly provided in the Plan or in any Award Agreement.


          (e)     Governing
Law. The validity, construction and effect of the Plan or any Award, and
any rules and regulations relating to the Plan or any Award, shall be
determined in accordance with the laws of the State of Minnesota.






          (f)     Severability.
If any provision of the Plan or any Award is or becomes or is deemed to be
invalid, illegal or unenforceable in any jurisdiction or would disqualify the
Plan or any Award under any law deemed applicable by the Committee, such
provision shall be construed or deemed amended to conform to applicable laws,
or if it cannot be so construed or deemed amended without, in the determination
of the Committee, materially altering the purpose or intent of the Plan or the
Award, such provision shall be stricken as to such jurisdiction or Award, and
the remainder of the Plan or any such Award shall remain in full force and
effect.


          (g)     No
Trust or Fund Created. Neither the Plan nor any Award shall create or be
construed to create a trust or separate fund of any kind or a fiduciary
relationship between the Company or any Affiliate and a Participant or any
other Person. To the extent that any Person acquires a right to receive
payments from the Company or any Affiliate pursuant to an Award, such right
shall be no greater than the right of any unsecured general creditor of the
Company or any Affiliate.


          (h)     No
Fractional Shares. No fractional Shares shall be issued or delivered
pursuant to the Plan or any Award, and the Committee shall determine whether
cash shall be paid in lieu of any fractional Shares or whether such fractional
Shares or any rights thereto shall be canceled, terminated or otherwise eliminated.


          (i)     Headings.
Headings are given to the Sections and subsections of the Plan solely as a
convenience to facilitate reference. Such headings shall not be deemed in any
way material or relevant to the construction or interpretation of the Plan or
any provision thereof. 


Section 10. Effective Date of the Plan.


          The
Plan shall be effective as of the date on which it is approved by the
shareholders of the Company.


Section 11. Term of the Plan.


          Unless
the Plan shall have been discontinued or terminated as provided in Section
7(a), the Plan shall terminate on May 21, 2017. No Award shall be granted after
the termination of the Plan. However, unless otherwise expressly provided in
the Plan or in an applicable Award Agreement, any Award theretofore granted may
extend beyond the termination of the Plan, and the authority of the Committee
provided for hereunder with respect to the Plan and any Awards, and the
authority of the Board of Directors of the Company to amend the Plan, shall
extend beyond the termination of the Plan.