Exhibit
10.18


MOMENTA PHARMACEUTICALS, INC.


2004 STOCK INCENTIVE PLAN


(as amended May 26,
2005 and March 7, 2007)


1.             Purpose


The purpose of this 2004
Stock Incentive Plan (the “Plan”) of Momenta Pharmaceuticals, Inc., a Delaware  corporation (the “Company”), is to advance the interests of
the Company’s stockholders by enhancing the Company’s ability to attract,
retain and motivate persons who are expected to make important contributions to
the Company and by providing such persons with equity ownership opportunities
and performance-based incentives that are intended to better align their
interests with those of the Company’s stockholders.  Except where the context otherwise requires,
the term “Company” shall include any of the Company’s present or future parent
or subsidiary corporations as defined in Sections 424(e) or (f) of the
Internal Revenue Code of 1986, as amended, and any regulations promulgated
thereunder (the “Code”) and any other business venture (including, without
limitation, joint venture or limited liability company) in which the Company
has a controlling interest, as determined by the Board of Directors of the
Company (the “Board”).


2.             Eligibility


All of the Company’s
employees, officers, directors, consultants and advisors are eligible to
receive options, restricted stock awards, stock appreciation rights and other
stock-based awards (each, an “Award”) under the Plan.  Each person who receives an Award under the
Plan is deemed a “Participant”.


3.             Administration and Delegation


(a)   Administration by Board of Directors.  The Plan will be administered by the
Board.  The Board shall have authority to
grant Awards and to adopt, amend and repeal such administrative rules,
guidelines and practices relating to the Plan as it shall deem advisable.  The Board 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 expedient to carry the Plan into effect and it
shall be the sole and final judge of such expediency.  All decisions by the Board shall be made in
the Board’s sole discretion and shall be final and binding on all persons
having or claiming any interest in the Plan or in any Award.  No director or person acting pursuant to the
authority delegated by the Board shall be liable for any action or
determination relating to or under the Plan made in good faith.


(b)   Appointment of Committees.  To the extent permitted by
applicable law, the Board may delegate any or all of its powers under the Plan
to one or more committees or subcommittees of the Board (a “Committee”).  All references in the Plan to the “Board”
shall mean the Board or a Committee of the Board or the officers referred to in
Section 3(c) to the 











extent that the Board’s powers or authority
under the Plan have been delegated to such Committee or officers.


(c)   Delegation to Officers. 
To the extent permitted by applicable law, the Board may delegate to one
or more officers of the Company the power to grant Awards to employees or
officers of the Company or any of its present or future subsidiary corporations
and to exercise such other powers under the Plan as the Board may determine,
provided that the Board shall fix the terms of the Awards to be granted by such
officers (including the exercise price of such Awards, which may include a
formula by which the exercise price will be determined) and the maximum number
of shares subject to Awards that the officers may grant; provided further,
however, that no officer shall be authorized to grant Awards to any “executive
officer” of the Company (as defined by Rule 3b-7 under the Securities Exchange
Act of 1934, as amended (the “Exchange Act”)) or to any “officer” of the
Company (as defined by Rule 16a-1 under the Exchange Act).


4.             Stock Available for Awards


(a)   Number of Shares. 
Subject to adjustment under Section 10, Awards may be made under the
Plan for up to the number of shares of the Company’s common stock, par value
$0.0001 per share (the “Common Stock”), that is equal to the sum of:


(1)           3,948,785
shares of Common Stock; plus


(2)           an
annual increase to be added on the first day of each of the Company’s fiscal
years during the period beginning in fiscal year 2005 and ending on the second
day of fiscal year 2013 equal to the lowest of (i) 1,974,393 shares of Common
Stock, (ii) 5% of the outstanding shares on such date and (iii) an amount
determined by the Board.


Notwithstanding
clause (2) above, in no event shall the number of shares available under this
Plan be increased as set forth in clause (2) to the extent such increase, in
addition to any other increases proposed by the Board in the number of shares
available for issuance under all other employee or director stock plans,
including, without limitation, employee stock purchase plans, would result in
the total number of shares then available for issuance under all employee and
director stock plans exceeding 25% of the outstanding shares of the Company on
the first day of the applicable fiscal year.


If
any Award expires or is terminated, surrendered or canceled without having been
fully exercised or is forfeited in whole or in part (including as the result of
shares of Common Stock subject to such Award being repurchased by the Company
at the original issuance price pursuant to a contractual repurchase right) or results
in any Common Stock not being issued, the unused Common Stock covered by such
Award shall again be available for the grant of Awards under the Plan, subject,
however, in the case of Incentive Stock Options, to any limitations under the
Code.  Shares issued under the Plan may
consist in whole or in part of authorized but unissued shares or treasury
shares.


(b)           Per-Participant Limit.  Subject to adjustment under Section 10,
for Awards granted after the Common Stock is registered under the Exchange Act,
the maximum number of shares 











of Common Stock
with respect to which Awards may be granted to any Participant under the Plan
shall be 512,000 per calendar
year.  The per-Participant limit
described in this Section 4(b) shall be construed and applied consistently with
Section 162(m) of the Code (“Section 162(m)”).


5.             Stock Options


(a)   General.  The Board
may grant options to purchase Common Stock (each, an “Option”) and determine
the number of shares of Common Stock to be covered by each Option, the exercise
price of each Option and the conditions and limitations applicable to the
exercise of each Option, including conditions relating to applicable federal or
state securities laws, as it considers necessary or advisable.  An Option which is not intended to be an
Incentive Stock Option (as hereinafter defined) shall be designated a “Nonstatutory
Stock Option”.


(b)   Incentive Stock Options. 
An Option that the Board intends to be an “incentive stock option” as
defined in Section 422 of the Code (an “Incentive Stock Option”) shall only be
granted to employees of Momenta Pharmaceuticals, Inc., any of Momenta
Pharmaceutical Inc.’s present or future parent or subsidiary corporations as
defined in Sections 424(e) or (f) of the Code, and any other entities the
employees of which are eligible to receive Incentive Stock Options under the
Code, and shall be subject to and shall be construed consistently with the
requirements of Section 422 of the Code. 
The Company shall have no liability to a Participant, or any other party,
if an Option (or any part thereof) that is intended to be an Incentive Stock
Option is not an Incentive Stock Option or for any action taken by the Board
pursuant to Section 11(f), including without limitation the conversion of an
Incentive Stock Option to a Nonstatutory Stock Option.


(c)   Exercise Price.  The
Board shall establish the exercise price of each Option and specify such
exercise price in the applicable option agreement.


(d)   Duration of Options. 
Each Option shall be exercisable at such times and subject to such terms
and conditions as the Board may specify in the applicable option agreement;
provided, however, that no Option will be granted for a term in excess of 10
years.


(e)   Exercise of Option. 
Options may be exercised by delivery to the Company of a written notice
of exercise signed by the proper person or by any other form of notice
(including electronic notice) approved by the Board together with payment in
full as specified in Section 5(f) for the number of shares for which the Option
is exercised.


(f)    Payment Upon Exercise. 
Common Stock purchased upon the exercise of an Option granted under the
Plan shall be paid for as follows:


(1)           in cash or by check,
payable to the order of the Company;


(2)           except as the Board
may otherwise provide in an option agreement, by (i) delivery of an irrevocable
and unconditional undertaking by a creditworthy broker to deliver promptly to
the Company sufficient funds to pay the exercise price and any required tax
withholding or (ii) delivery by the Participant to the Company of a copy of
irrevocable and unconditional instructions to a creditworthy broker to deliver
promptly to the Company cash or a check sufficient to pay the exercise price
and any required tax withholding;











 


(3)           when the Common
Stock is registered under the Exchange Act, by delivery of shares of Common
Stock owned by the Participant valued at their fair market value as determined
by (or in a manner approved by) the Board (“Fair Market Value”), provided (i)
such method of payment is then permitted under applicable law, (ii) such Common
Stock, if acquired directly from the Company, was owned by the Participant at
least six months prior to such delivery and (iii) such Common Stock is not
subject to any repurchase, forfeiture, unfulfilled vesting or other similar
requirements;


(4)           to the extent
permitted by applicable law and by the Board, by (i) delivery of a promissory
note of the Participant to the Company on terms determined by the Board, or
(ii) payment of such other lawful consideration as the Board may
determine; or


(5)           by any combination
of the above permitted forms of payment.


(g)   Substitute Options. 
In connection with a merger or consolidation of an entity with the
Company or the acquisition by the Company of property or stock of an entity,
the Board may grant Options in substitution for any options or other stock or
stock-based awards granted by such entity or an affiliate thereof.  Substitute Options may be granted on such
terms as the Board deems appropriate in the circumstances, notwithstanding any
limitations on Options contained in the other sections of this Section 5
or in Section 2.


6.             Director Options.


(a)   Initial Grant.  Upon
the commencement of service on the Board by any individual who is not then an
employee of the Company or any subsidiary of the Company, the Company shall
grant to such person a Nonstatutory Stock Option to purchase no more than
38,400 shares of Common Stock (subject to adjustment under Section 10).


(b)   Annual Grant. 
Subject to an annual evaluation, which evaluation shall be overseen by
the Corporation’s Nominating and Corporate Governance Committee, on the date of
each annual meeting of stockholders of the Company, the Company shall grant to
each member of the Board of Directors of the Company who is both serving as a
director of the Company immediately prior to and immediately following such
annual meeting and who is not then an employee of the Company or any of its
subsidiaries, a Nonstatutory Stock Option to purchase no more than 19,200
shares of Common Stock (subject to adjustment under Section 10); provided,
however, that a director shall not be eligible to receive an option grant under
this Section 6(b) until such director has served on the Board for at least six
months.


(c)   Terms of Director Options. 
Options granted under this Section 6 shall (i) have an exercise price
equal to the last reported sale price of the Common Stock on The Nasdaq Stock
Market or the national securities exchange on which the Common Stock is then
traded on the trading date immediately prior to the date of grant (and if the
Common Stock is not then traded on The Nasdaq Stock Market or a national
securities exchange, the fair market value of the Common Stock on such date as
determined by the Board), (ii) be exercisable at such times as the Board may
specify in the applicable option agreement; provided, however, that no option
will be granted to a non-employee director for a term in excess of 10 years and
(iii) contain such other terms and conditions as the Board shall determine.











 


7.             Stock Appreciation Rights.


(a)   Nature of Stock
Appreciation Rights. A Stock Appreciation Right, or SAR, is
an Award entitling the holder on exercise to receive an amount in cash or
Common Stock or a combination thereof (such form to be determined by the Board)
determined in whole or in part by reference to appreciation, from and after the
date of grant, in the fair market value of a share of Common Stock.  SARs may be based solely on appreciation in
the fair market value of Common Stock or on a comparison of such appreciation
with some other measure of market growth such as (but not limited to)
appreciation in a recognized market index. 
The date as of which such appreciation or other measure is determined
shall be the exercise date unless another date is specified by the Board in the
SAR Award.


(b)   Grants. 
Stock Appreciation Rights may be granted in tandem with, or
independently of, Options granted under the Plan.


(1)           Rules Applicable to Tandem Awards. 
When Stock Appreciation Rights are expressly granted in tandem with
Options, (i) the Stock Appreciation Right will be exercisable only at such time
or times, and to the extent, that the related Option is exercisable and will be
exercisable in accordance with the procedure required for exercise of the related
Option; (ii) the Stock Appreciation Right will terminate and no longer be
exercisable upon the termination or exercise of the related Option, except that
a Stock Appreciation Right granted with respect to less than the full number of
shares covered by an Option will not be reduced until the number of shares as
to which the related Option has been exercised or has terminated exceeds the
number of shares not covered by the Stock Appreciation Right; (iii) the Option
will terminate and no longer be exercisable upon the exercise of the related
Stock Appreciation Right; and (iv) the Stock Appreciation Right will be
transferable only with the related Option.


(2)           Exercise of Independent Stock Appreciation Rights.  A
Stock Appreciation Right not expressly granted in tandem with an Option will
become exercisable at such time or times, and on such conditions, as the Board
may specify in the SAR Award.


(c)   Exercise.  Any
exercise of a Stock Appreciation Right must be in writing, signed by the proper
person and delivered or mailed to the Company, accompanied by any other
documents required by the Board.


8.             Restricted Stock.


(a)   Grants.  The Board
may grant Awards entitling recipients to acquire shares of Common Stock,
subject to the right of the Company to repurchase all or part of such shares at
their issue price or other stated or formula price (or to require forfeiture of
such shares if issued at no cost) from the recipient in the event that
conditions specified by the Board in the applicable Award are not satisfied prior
to the end of the applicable restriction period or periods established by the
Board for such Award (each, a “Restricted Stock Award”).


(b)   Terms and Conditions. 
The Board shall determine the terms and conditions of a Restricted Stock
Award, including the conditions for repurchase (or forfeiture) and the issue
price, if any.











 


(c)   Stock Certificates. 
Any stock certificates issued in respect of a Restricted Stock Award
shall be registered in the name of the Participant and, unless otherwise
determined by the Board, deposited by the Participant, together with a stock
power endorsed in blank, with the Company (or its designee).  At the expiration of the applicable
restriction periods, the Company (or such designee) shall deliver the
certificates no longer subject to such restrictions to the Participant or if
the Participant has died, to the beneficiary designated, in a manner determined
by the Board, by a Participant to receive amounts due or exercise rights of the
Participant in the event of the Participant’s death (the “Designated
Beneficiary”).  In the absence of an
effective designation by a Participant, “Designated Beneficiary” shall mean the
Participant’s estate.


(d)   Deferred Delivery of Shares.  The Board may, at the time any Restricted
Stock Award is granted, provide that, at the time Common Stock would otherwise
be delivered pursuant to the Award, the Participant shall instead receive an
instrument evidencing the right to future delivery of Common Stock at such time
or times, and on such conditions, as the Board shall specify.  The Board may at any time accelerate the time
at which delivery of all or any part of the Common Stock shall take place.


9.             Other Stock-Based Awards.


Other Awards of shares of
Common Stock, and other Awards that are valued in whole or in part by reference
to, or are otherwise based on, shares of Common Stock or other property, may be
granted hereunder to Participants (“Other Stock Unit Awards”), including
without limitation Awards entitling recipients to receive shares of Common Stock
to be delivered in the future.  Such
Other Stock Unit Awards shall also be available as a form of payment in the
settlement of other Awards granted under the Plan or as payment in lieu of
compensation to which a Participant is otherwise entitled.  Other Stock Unit Awards may be paid in shares
of Common Stock or cash, as the Board shall determine.  Subject to the provisions of the Plan, the
Board shall determine the conditions of each Other Stock Unit Awards, including
any purchase price applicable thereto. 
At the time any Award is granted, the Board may provide that, at the
time Common Stock would otherwise be delivered pursuant to the Award, the
Participant will instead receive an instrument evidencing the Participant’s
right to future delivery of the Common Stock.


10.           Adjustments for Changes in Common
Stock and Certain Other Events.


(a)   Changes in Capitalization. 
In the event of any stock split, reverse stock split, stock dividend,
recapitalization, combination of shares, reclassification of shares, spin-off
or other similar change in capitalization or event, or any dividend or
distribution to holders of Common Stock other than an ordinary cash dividend,
(i) the number and class of securities available under this Plan, (ii) the
sub-limit set forth in Section 4(b), (iii) the number and class of securities
and exercise price per share of each outstanding Option and each Option
issuable under Section 6, (iv) the share- and per-share provisions and the
exercise price of each SAR, (v) the number of shares subject to and the
repurchase price per share subject to each outstanding Restricted Stock Award
and (vi) the share- and per-share-related provisions and the purchase price, if
any, of each outstanding Other Stock Unit Award, shall be equitably adjusted by
the Company (or substituted Awards may be made, if applicable) in the manner
determined by the Board.  Without
limiting the generality of the foregoing, in the event the Company effects a
split of the Common Stock by 











means of a stock dividend and the exercise
price of and the number of shares subject to an outstanding Option are adjusted
as of the date of the distribution of the dividend (rather than as of the
record date for such dividend), then an optionee who exercises an Option
between the record date and the distribution date for such stock dividend shall
be entitled to receive, on the distribution date, the stock dividend with
respect to the shares of Common Stock acquired upon such Option exercise,
notwithstanding the fact that such shares were not outstanding as of the close
of business on the record date for such stock dividend.


(b)   Reorganization Events.


(1)           Definition.  A “Reorganization Event” shall mean:  (a) any merger or consolidation of the
Company with or into another entity as a result of which all of the Common
Stock of the Company is converted into or exchanged for the right to receive
cash, securities or other property, (b) any exchange of all of the Common Stock
of the Company for cash, securities or other property pursuant to a share exchange
transaction or (c) any liquidation or dissolution of the Company.


(2)           Consequences of a
Reorganization Event on Awards Other than Restricted Stock Awards.  In connection with a Reorganization Event,
the Board shall take any one or more of the following actions as to all or any
outstanding Awards on such terms as the Board determines:  (i) provide that Awards shall be
assumed, or substantially equivalent Awards shall be substituted, by the
acquiring or succeeding corporation (or an affiliate thereof), (ii) upon
written notice to a Participant, provide that the Participant’s unexercised
Options or other unexercised Awards shall become exercisable in full and will
terminate immediately prior to the consummation of such Reorganization Event
unless exercised by the Participant within a specified period following the
date of such notice, (iii) provide that outstanding Awards shall become
realizable or deliverable, or restrictions applicable to an Award shall lapse,
in whole or in part prior to or upon such Reorganization Event, (iv) in
the event of a Reorganization Event under the terms of which holders of Common
Stock will receive upon consummation thereof a cash payment for each share
surrendered in the Reorganization Event (the “Acquisition Price”), make or
provide for a cash payment to a Participant equal to (A) the Acquisition
Price times the number of shares of Common Stock subject to the Participant’s
Options or other Awards (to the extent the exercise price does not exceed the
Acquisition Price) minus (B) the aggregate exercise price of all such
outstanding Options or other Awards, in exchange for the termination of such
Options or other Awards, (v) provide that, in connection with a
liquidation or dissolution of the Company, Awards shall convert into the right
to receive liquidation proceeds (if applicable, net of the exercise price
thereof) and (vi) any combination of the foregoing.


For purposes of clause
(i) above, an Option shall be considered assumed if, following consummation of
the Reorganization Event, the Option confers the right to purchase, for each
share of Common Stock subject to the Option immediately prior to the
consummation of the Reorganization Event, the consideration (whether cash,
securities or other property) received as a result of the Reorganization Event
by holders of Common Stock for each share of Common Stock held immediately
prior to the consummation of the Reorganization Event (and if holders were
offered a choice of consideration, the type of consideration chosen by the holders
of a majority of the outstanding shares of Common Stock); provided, however,
that if the consideration received as a result of the Reorganization Event is
not solely common stock of the 











acquiring or
succeeding corporation (or an affiliate thereof), the Company may, with the
consent of the acquiring or succeeding corporation, provide for the
consideration to be received upon the exercise of Options to consist solely of
common stock of the acquiring or succeeding corporation (or an affiliate
thereof) equivalent in fair market value to the per share consideration
received by holders of outstanding shares of Common Stock as a result of the
Reorganization Event.


To the extent all or any
portion of an Option becomes exercisable solely as a result of clause (ii)
above, the Board may provide that upon exercise of such Option the Participant
shall receive shares subject to a right of repurchase by the Company or its
successor at the Option exercise price; such repurchase right (x) shall lapse
at the same rate as the Option would have become exercisable under its terms
and (y) shall not apply to any shares subject to the Option that were
exercisable under its terms without regard to clause (ii) above.


(3)           Consequences of a Reorganization
Event on Restricted Stock Awards. 
Upon the occurrence of a Reorganization Event other than a liquidation
or dissolution of the Company, the repurchase and other rights of the Company
under each outstanding Restricted Stock Award shall inure to the benefit of the
Company’s successor and shall apply to the cash, securities or other property
which the Common Stock was converted into or exchanged for pursuant to such
Reorganization Event in the same manner and to the same extent as they applied
to the Common Stock subject to such Restricted Stock Award.  Upon the occurrence of a Reorganization Event
involving the liquidation or dissolution of the Company, except to the extent
specifically provided to the contrary in the instrument evidencing any Restricted
Stock Award or any other agreement between a Participant and the Company, all
restrictions and conditions on all Restricted Stock Awards then outstanding
shall automatically be deemed terminated or satisfied.


11.           General Provisions Applicable to
Awards


(a)   Transferability of Awards.  Except as the Board may otherwise determine
or provide in an Award, Awards shall not be sold, assigned, transferred,
pledged or otherwise encumbered by the person to whom they are granted, either
voluntarily or by operation of law, except by will or the laws of descent and
distribution or, other than in the case of an Incentive Stock Option, pursuant
to a qualified domestic relations order, and, during the life of the
Participant, shall be exercisable only by the Participant.  References to a Participant, to the extent
relevant in the context, shall include references to authorized transferees.


(b)   Documentation.  Each Award shall be evidenced in such form
(written, electronic or otherwise) as the Board shall determine.  Each Award may contain terms and conditions
in addition to those set forth in the Plan.


(c)   Board Discretion.  Except as otherwise provided by the Plan,
each Award may be made alone or in addition or in relation to any other
Award.  The terms of each Award need not
be identical, and the Board need not treat Participants uniformly.


(d)   Termination of Status.  The Board shall determine the effect on an
Award of the disability, death, retirement, authorized leave of absence or
other change in the employment or other status of a Participant and the extent
to which, and the period during which, the Participant, 











or the Participant’s legal
representative, conservator, guardian or Designated Beneficiary, may exercise
rights under the Award.


(e)   Withholding.  Each Participant shall pay to the Company, or
make provision satisfactory to the Company for payment of, any taxes required
by law to be withheld in connection with an Award to such Participant.  Except as the Board may otherwise provide in
an Award, for so long as the Common Stock is registered under the Exchange Act,
Participants may satisfy such tax obligations in whole or in part by delivery
of shares of Common Stock, including shares retained from the Award creating
the tax obligation, valued at their Fair Market Value; provided, however, that the
total tax withholding where stock is being used to satisfy such tax obligations
cannot exceed the Company’s minimum statutory withholding obligations (based on
minimum statutory withholding rates for federal and state tax purposes,
including payroll taxes, that are applicable to such supplemental taxable
income).  Shares surrendered to satisfy
tax withholding requirements cannot be subject to any repurchase, forfeiture,
unfulfilled vesting or other similar requirements.  The Company may, to the extent permitted by
law, deduct any such tax obligations from any payment of any kind otherwise due
to a Participant.


(f)    Amendment of Award. 
The Board may amend, modify or terminate any outstanding Award,
including but not limited to, substituting therefor another Award of the same
or a different type, changing the date of exercise or realization, and
converting an Incentive Stock Option to a Nonstatutory Stock Option, provided
that the Participant’s consent to such action shall be required unless the
Board determines that the action, taking into account any related action, would
not materially and adversely affect the Participant.


(g)   Conditions on Delivery of Stock.  The Company will not be obligated to deliver
any shares of Common Stock pursuant to the Plan or to remove restrictions from
shares previously delivered under the Plan until (i) all conditions of the
Award have been met or removed to the satisfaction of the Company, (ii) in
the opinion of the Company’s counsel, all other legal matters in connection with
the issuance and delivery of such shares have been satisfied, including any
applicable securities laws and any applicable stock exchange or stock market
rules and regulations, and (iii) the Participant has executed and delivered to
the Company such representations or agreements as the Company may consider
appropriate to satisfy the requirements of any applicable laws, rules or
regulations.


(h)   Acceleration.  The
Board may at any time provide that any Award shall become immediately
exercisable in full or in part, free of some or all restrictions or conditions,
or otherwise realizable in full or in part, as the case may be.


12.           Miscellaneous


(a)   No Right To Employment or Other Status.  No person shall have any claim or right to be
granted an Award, and the grant of an Award shall not be construed as giving a
Participant the right to continued employment or any other relationship with
the Company.  The Company expressly
reserves the right at any time to dismiss or otherwise terminate its
relationship with a Participant free from any liability or claim under the
Plan, except as expressly provided in the applicable Award.











 


(b)   No Rights As Stockholder. 
Subject to the provisions of the applicable Award, no Participant or
Designated Beneficiary shall have any rights as a stockholder with respect to
any shares of Common Stock to be distributed with respect to an Award until
becoming the record holder of such shares.


(c)   Effective Date and Term of Plan.  The Plan shall become effective on the date
on which it is adopted by the Board, but no Award may be granted unless and
until the Plan has been approved by the Company’s stockholders.  No Awards shall be granted under the Plan
after the completion of 10 years from the earlier of (i) the date on which the
Plan was adopted by the Board or (ii) the date the Plan was approved by the
Company’s stockholders, but Awards previously granted may extend beyond that
date.


(d)   Amendment of Plan. 
The Board may amend, suspend or terminate the Plan or any portion
thereof at any time; provided that, to the extent determined by the Board, no
amendment requiring stockholder approval under any applicable legal, regulatory
or listing requirement shall become effective until such stockholder approval
is obtained.  No Award shall be made that
is conditioned upon stockholder approval of any amendment to the Plan.


(e)   Provisions for Foreign Participants.  The Board may modify Awards or Options
granted to Participants who are foreign nationals or employed outside the
United States or establish subplans or procedures under the Plan to recognize
differences in laws, rules, regulations or customs of such foreign
jurisdictions with respect to tax, securities, currency, employee benefit or
other matters.


(f)    Governing Law.  The
provisions of the Plan and all Awards made hereunder shall be governed by and
interpreted in accordance with the laws of the State of Delaware, without
regard to any applicable conflicts of law.