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THIRD AMENDED AND RESTATED CENTRAL FEDERAL CORPORATION
2003 EQUITY COMPENSATION PLAN
 1. DEFINITIONS
 (a)
    
    Affiliate means any parent corporation or subsidiary corporation of the Holding
Company, as such terms are defined in Sections 424(e) and 424(f) of the Code.(b)
    
    Award means, individually or collectively, a grant under the Plan of Non-Statutory Stock
Options, Incentive Stock Options, Stock Appreciation Rights and Restricted Stock Awards.(c)
    
    Bank means CFBank and includes any of its wholly owned subsidiaries.(d)
    
    Board of Directors means the board of directors of the Holding Company.(e)
    
    Change in Control means with respect to the Bank or the Holding Company, an event of a
nature that:
 (i)
    
    would be required to be reported in response to Item 5.01 of the current report
on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 (the Exchange Act); or(ii)
    
    results in a Change in Control of the Holding Company or the Bank within the
meaning of the Home Owners Loan Act of 1933, as amended, the Federal Deposit Insurance
Act and the Rules and Regulations promulgated by the Office of Thrift Supervision (the
OTS) (or its predecessor agency), as in effect on the date hereof (provided, that in
applying the definition of change in control as set forth under the rules and
regulations of the OTS, the Board shall substitute its judgment for that of the OTS);
or(iii)
    
    without limitation, such a Change in Control shall be deemed to have occurred
at such time as:
 (A)
    
    any person (as the term is used in Sections 13(d) and 14(d)
of the Exchange Act) is or becomes the beneficial owner (as defined in Rule
13d-3 under the Exchange Act), directly or indirectly, of voting securities of
the Bank or the Holding Company representing 20% or more of the Banks or the
Holding Companys outstanding voting securities or right to acquire such
securities except for any voting securities of the Bank purchased by the
Holding Company and any voting securities purchased by any employee benefit
plan of the Holding Company or its Subsidiaries; or(B)
    
    individuals who constitute the Board on the date hereof (the
Incumbent Board) cease for any reason to constitute at least a majority
thereof, provided that any person becoming a director subsequent to the date
hereof whose election was approved by a vote of at least three-quarters of the
directors comprising the Incumbent Board, or whose nomination for election by
the Holding Companys stockholders was approved by a Nominating Committee
solely composed of members who are Incumbent Board members, shall be, for
purposes of this clause (B), considered as though he were a member of the
Incumbent Board; or(C)
    
    a plan of reorganization, merger, consolidation, sale of all or
substantially all the assets of the Bank or the Holding Company or similar
transaction occurs or is effectuated in which the Bank or Holding Company is
not the resulting entity; or




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(D)
    
    a proxy statement has been distributed soliciting proxies from
stockholders of the Holding Company, by someone other than the current
management of the Holding Company, seeking stockholder approval of a plan of
reorganization, merger or consolidation of the Holding Company or Bank with one
or more corporations as a result of which the outstanding shares of the class
of securities then subject to such plan or transaction are exchanged for or
converted into cash or property or securities not issued by the Bank or the
Holding Company shall be distributed; or(E)
    
    a tender offer is made for 20% or more of the voting securities
of the Bank or Holding Company then outstanding.
 (f)
    
    Code means the Internal Revenue Code of 1986, as amended.(g)
    
    Committee means the committee designated, pursuant to Section 4 of the Plan, to administer
the Plan.(h)
    
    Common Stock means the common stock of the Holding Company, par value $.01 per share.(i)
    
    Disability means any mental or physical condition with respect to which the Participant
qualifies for and receives benefits under a long-term disability plan of the Holding Company
or an Affiliate, or in the absence of such a long-term disability plan or coverage under such
a plan, Disability shall mean a physical or mental condition which, in the sole discretion
of the Committee, is reasonably expected to be of indefinite duration and to substantially
prevent the Participant from fulfilling his duties or responsibilities to the Holding Company
or an Affiliate. In the case of Incentive Stock Options, Disability has the meaning set
forth in Code Section 22(e)(3).(j)
    
    Effective Date of this Third Amended and Restated Central Federal Corporation 2003 Equity
Compensation Plan means May 17, 2007. The original Effective Date of the Central Federal
Corporation 2003 Equity Compensation Plan, as amended herein, was April 23, 2003.(k)
    
    Employee means any person employed by the Holding Company or an Affiliate. Directors who
are also employed by the Holding Company or an Affiliate shall be considered Employees under
the Plan.(l)
    
    Exchange Act means the Securities Exchange Act of 1934, as amended.(m)
    
    Exercise Price means the price at which an individual may purchase a share of Common Stock
pursuant to an Option.(n)
    
    Fair Market Value means the market price of Common Stock, determined by the Committee as
follows:
 (i)
    
    If the Common Stock was traded on the date in question on the Nasdaq® Stock
Market, then the Fair Market Value shall be equal to the closing price reported for
such date;(ii)
    
    If the Common Stock was traded on a stock exchange for the date in question,
then the Fair Market Value shall be equal to the closing price reported by the
applicable composite transactions report for such date; and(iii)
    
    If neither of the foregoing provisions is applicable, then the Fair Market
Value shall be determined by the Committee in good faith on such basis as it deems
appropriate.
 The Wall Street Journal




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(o)
    
    Holding Company means Central Federal Corporation (formerly Grand Central Financial Corp.)
and any entity which succeeds to the business of Central Federal Corporation.
 (p)
    
    Incentive Stock Option means a stock option granted under the Plan that is intended to meet
the requirements of Section 422 of the Code.
 (q)
    
    Non-Statutory Stock Option means a stock option granted to an individual under the Plan
that is not intended to be and is not identified as an Incentive Stock Option, or a stock
option granted under the Plan that is intended to be and is identified as an Incentive Stock
Option, but that does not meet the requirements of Section 422 of the Code.
 (r)
    
    Option means an Incentive Stock Option or a Non-Statutory Stock Option.
 (s)
    
    Outside Director means a member of the board(s) of directors of the Holding Company or an
Affiliate who is not also an Employee of the Holding Company or an Affiliate.
 (t)
    
    Participant means any Employee or Outside Director who was granted an Option or Restricted
Stock Award under the Plan.
 (u)
    
    Plan means this Third Amended and Restated Central Federal Corporation 2003 Equity
Compensation Plan.
 (v)
    
    Restricted Stock Award means an Award of restricted stock granted to an individual pursuant
to Section 7 of the Plan.
 (w)
    
    Retirement means retirement from employment with the Holding Company or an Affiliate in
accordance with the then current retirement policies of the Holding Company or Affiliate, as
applicable. Retirement with respect to an Outside Director means the termination of service
from the board(s) of directors of the Holding Company and any Affiliate following written
notice to such board(s) of directors of the Outside Directors intention to retire.
 (x)
    
    Stock Appreciation Right or SAR means a right to a payment provided in accordance with
Section 7 of the Plan.
 (y)
    
    Termination for Cause shall mean, in the case of an Outside Director, removal from the
board(s) of directors of the Holding Company and its Affiliates in accordance with the
applicable by-laws of the Holding Company and its Affiliates or, in the case of an Employee,
as defined under any employment agreement with the Holding Company or an Affiliate; provided,
however, that if no employment agreement exists with respect to the Employee, Termination for
Cause shall mean termination of employment because of a material loss to the Holding Company
or an Affiliate, as determined by and in the sole discretion of the Board of Directors or its
designee(s).
 2. PURPOSE
  (a)
    
    provide the Holding Company with the ability to continue using Common Stock as a means to
attract and retain Employees and Outside Directors;
 (b)
    
    provide Participants with additional incentives to continue to work for the success of the
Holding Company and its Affiliates; and
 (c)
    
    align the financial interests of Participants with the interests of the Holding Companys
shareholders.




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3.
    
    ELIGIBILITY
 (a)
    
    Incentive Stock Options may be granted to any individual who, at the time the Incentive Stock
Option is granted, is an Employee.(b)
    
    Non-Qualified Stock Options may be granted to Employees and Outside Directors.(c)
    
    Stock Appreciation Rights may be granted to Employees and Outside Directors.(d)
    
    Restricted Stock Awards may be granted to Employees and Outside Directors.4.
    
    ADMINISTRATION(a)
    
    The Committee shall administer the Plan. The Committee shall consist of the entire Board of
Directors of the Company.(b)
    
    The Committee shall:
 (i)
    
    select the individuals who are to receive grants of Awards under the Plan;(ii)
    
    determine the type, number, vesting requirements and other features and
conditions of such Awards made under the Plan;(iii)
    
    interpret the Plan and Award Agreements (as defined below); and(iv)
    
    make all other decisions related to the operation of the Plan.
  (c)
    
    Each Award granted under the Plan shall be evidenced by a written agreement (Award
Agreement). Each Award Agreement shall constitute a binding contract between the Holding
Company or an Affiliate and the Award holder, and every Award holder, upon acceptance of an
Award Agreement, shall be bound by the terms and restrictions of the Plan and the Award
Agreement. The terms of each Award Agreement shall be set in accordance with the Plan, but
each Award Agreement may also include any additional provisions and restrictions determined by
the Committee. In particular, and at a minimum, the Committee shall set forth in each Award
Agreement:
 (i)
    
    the type of Award granted;(ii)
    
    the Exercise Price of any Option or base price of any SAR;(iii)
    
    the number of shares subject to the Award;(iv)
    
    the expiration date of the Award;(v)
    
    the manner, time and rate (cumulative or otherwise) of exercise or vesting of
the Award; and(vi)
    
    the restrictions, if any, placed on the Award, or upon shares which may be
issued upon the exercise or vesting of the Award.




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(d)
    
    The Committee may delegate all authority for the determination of forms of payment to be made
or received by the Plan and for the execution of any Award Agreement. The Committee may rely
on the descriptions, representations, reports and estimates provided to it by the management
of the Holding Company or an Affiliate for determinations to be made pursuant to the Plan.5.
    
    STOCK SUBJECT TO THE PLAN(a)
    
    Subject to adjustment as provided in Section 13 of the Plan, the number of shares reserved
for issuance under the Plan is 500,000. The share reserve includes shares of Common Stock
previously issued under the Plan prior to the Plans restatement. The following limits also
apply with respect to Awards granted under the Plan:
 (i)
    
    The maximum number of shares of Common Stock that may be delivered pursuant to
Incentive Stock Options granted under the Plan is 500,000 shares less
the number of shares of Common Stock issued pursuant to Non-Statutory Stock Options and Restricted
Stock Awards.(ii)
    
    The maximum number of shares of Common Stock that may be delivered pursuant to
Non-Statutory Stock Options granted under the Plan is 500,000 shares
less the number of shares of Common Stock issued pursuant to Incentive Stock Options and Restricted Stock
Awards.(iii)
    
    The maximum number of Shares of Common Stock that may be delivered pursuant to
Restricted Stock Awards granted under the Plan is 150,000 Shares.
 (b)
    
    The shares of Common Stock issued under the Plan may be either authorized but unissued shares
or authorized shares previously issued and acquired or reacquired by the Holding Company.
Shares underlying outstanding Awards will be unavailable for any other use, including future
grants under the Plan, except that, to the extent the Awards terminate, expire or are
forfeited without vesting or having been exercised, new Awards may be granted with respect to
these shares subject to the limitations set forth in this Section 5.
 (c)
    
    To the extent that an Award is settled in cash or a form other than shares of Common Stock,
the shares that would have been delivered had there been no such cash or other settlement
shall not be counted against the shares available for issuance under this Plan. Shares of
Common Stock that are exchanged by a Participant or withheld by the Holding Company as full or
partial payment in connection with any Award under this Plan, as well as any shares exchanged
by a Participant or withheld by the Holding Company to satisfy the tax withholding obligations
related to any Award under this Plan, shall be available for subsequent Awards under this
Plan.
 6. OPTIONS
  (a)
    
    Exercise Price.The Exercise Price shall not be less than one hundred percent (100%) of the
Fair Market Value of the Common Stock on the date of grant.




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(b)
    
    Terms of Options.In no event may an individual exercise an Option, in whole or in part,
more than ten (10) years from the date of grant.
 (c)
    
    Non-Transferability.Unless otherwise determined by the Committee in accordance with this
Section 6(c), an individual may not transfer, assign, hypothecate, or dispose of an Option in
any manner, other than by will or the laws of intestate succession. The Committee may,
however, in its sole discretion, permit transfer or assignment of a Non-Statutory Stock
Option, if it determines that the transfer or assignment is for valid estate planning purposes
and is permitted under the Code and Rule 16b-3 of the Exchange Act. Forpurposes of this Section 6(c), a transfer for valid estate planning purposes includes, but
is not limited to, transfers:
 (i)
    
    to a revocable inter vivostrust, as to which an individual is both settlor and
trustee; or(ii)
    
    for no consideration to:
 (A)
    
    any member of the individuals Immediate Family;(B)
    
    a trust solely for the benefit of members of the individuals
Immediate Family;(C)
    
    any partnership whose only partners are members of the
individuals Immediate Family; or(D)
    
    any limited liability corporation or other corporate entity
whose only members or equity owners are members of the individuals Immediate
Family.
 Immediate Family
 (d)
    
    Special Rules for Incentive Stock Options.Notwithstanding foregoing provisions, the
following rules apply to the grant of Incentive Stock Options:
 (i)
    
    If an Employee owns or is treated as owning, for purposes of Section 422 of the
Code, Common Stock representing more than ten percent (10%) of the total combined
voting securities of the Holding Company at the time the Committee grants the Incentive
Stock Option (a 10% Owner), the Exercise Price shall not be less than one hundred and
ten percent (110%) of the Fair Market Value of the Common Stock on the date of grant.(ii)
    
    An Incentive Stock Option granted to a 10% Owner shall not be exercisable more
than five (5) years from the date of grant.(iii)
    
    To the extent the aggregate Fair Market Value of shares of Common Stock with
respect to which Incentive Stock Options are exercisable for the first time by an
Employee during any calendar year, under the Plan or any other stock option plan of the
Holding Company, exceeds $100,000, or such higher value as may be permitted under
Section 422 of the Code, Options in excess of the




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limit shall be treated as
Non-Statutory Stock Options. Fair Market Value shall be determined as of the date of
grant for each Incentive Stock Option.(iv)
    
    Each Award Agreement for an Incentive Stock Option shall require the individual
to notify the Committee within ten (10) days of any disposition of shares of Common
Stock under the circumstances described in Section 421(b) of the Code (relating to
certain disqualifying dispositions).(v)
    
    Incentive Stock Options exercised more than three (3) months following the date
an Employee terminates employment (for reasons other than death or Disability) will be
treated as Non-Statutory Stock Options. In the event employment is terminated due to
death or Disability, Incentive Stock Options will remain exercisable for one (1) year
from the date the Employee terminates employment.
 (e)
    
    Acceleration Upon a Change in Control.Upon a Change in Control, all Options held by an
individual as of the date of the Change in Control shall immediately become exercisable and
shall remain exercisable until the expiration of the Option term.
 (f)
    
    Termination of Employment or Service.The following rules apply upon the termination of a
Participants employment or other service:
 (i)
    
    In General.Unless the Committee determines otherwise, upon termination of
employment or service for any reason other than Retirement, Disability or death, or
Termination for Cause, a Participant may exercise only those Options that were
immediately exercisable by the Participant at the date of termination, and only for a
period of three (3) months from the date of termination, or, if sooner, until the
expiration of the Option term.(ii)
    
    Retirement.Unless the Committee determines otherwise, upon a Participants
Retirement, the Participant may exercise only those Options that were immediately
exercisable by the Participant at the date of Retirement, and only for a period of one
(1) year from the date of Retirement, or, if sooner, until the expiration of the Option
term. Incentive Stock Options exercised more than three (3) months following a
Participants Retirement date will be treated as Non-Statutory Stock Options for tax
purposes.(iii)
    
    Disability or Death.Unless the Committee determines otherwise, upon
termination of a Participants employment or service due to Disability or death, all
Options shall become immediately exercisable and shall remain exercisable for a period
of one (1) year from the date of termination, or, if sooner, until the expiration of
the Option term.(iv)
    
    Termination for Cause.Unless the Committee determines otherwise, upon
Termination for Cause, all rights to a Participants Options shall expire immediately
upon the effective date of Termination for Cause.
 7. STOCK APPRECIATION RIGHTS
 base price




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(a)
    
    Termination of Employment or Service.The following rules apply upon the termination of a
Participants employment or other service:
 (i)
    
    In General.Unless the Committee determines otherwise, upon termination of
employment or service for any reason other than Retirement, Disability or death, or
Termination for Cause, a Participant may exercise only those SARs that were immediately
exercisable by the Participant at the date of termination, and only for a period of
three (3) months from the date of termination, or, if sooner, until the expiration of
the SAR term.(ii)
    
    Retirement.Unless the Committee determines otherwise, upon a Participants
Retirement, the Participant may exercise only those SARs that were immediately
exercisable by the Participant at the date of Retirement, and only for a period of one
(1) year from the date of Retirement, or, if sooner, until the expiration of the SAR
term.(iii)
    
    Disability or Death.Unless the Committee determines otherwise, upon
termination of a Participants employment or service due to Disability or death, all
SARs shall become immediately exercisable and shall remain exercisable for a period of
one (1) year from the date of termination, or, if sooner, until the expiration of the
SAR term.(iv)
    
    Termination for Cause.Unless the Committee determines otherwise, upon
Termination for Cause, all rights to a Participants SARs shall expire immediately upon
the effective date of Termination for Cause.
 (b)
    
    Acceleration Upon a Change in Control.Upon a Change in Control, all SARs held by an
individual as of the date of the Change in Control shall immediately become exercisable and
shall remain exercisable until the expiration of the SAR term.
 (c)
    
    Determination of Number of Shares Issuable Upon Exercise of an SAR.The number of shares of
Common Stock issuable upon the exercise of an SAR shall be determined by dividing:
 (i)
    
    the number of shares of Common Stock for which the SAR is exercised multiplied
by the amount of appreciation per share of Common Stock (for this purpose the
appreciation per share of Common Stock shall be equal to the amount by which the Fair
Market Value of a share of Common Stock on the date that the SAR is exercised exceeds:
 (A)
    
    in the case of an SAR granted in tandem with an Option, the
exercise price with respect to such Option; or(B)
    
    in the case of an SAR granted alone without reference to an
Option, the base price of the SAR);by




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8. RESTRICTED STOCK AWARDS
  (a)
    
    Grants of Stock. Restricted Stock Awards may only be granted in whole shares of Common
Stock.
 (b)
    
    Non-Transferability. Except to the extent permitted by the Code, the rules promulgated under
Section 16(b) of the Exchange Act or any successor statutes or rules:
 (i)
    
    The recipient of a Restricted Stock Award grant shall not sell, transfer,
assign, pledge, or otherwise encumber shares subject to the grant until full vesting of
such shares has occurred. For purposes of this section, the separation of beneficial
ownership and legal title through the use of any swap transaction is deemed to be a
prohibited encumbrance.(ii)
    
    Unless determined otherwise by the Committee and except in the event of the
Participants death or pursuant to a domestic relations order, a Restricted Stock Award
grant is not transferable and may be earned in his or her lifetime only by the
individual to whom it is granted. Upon the death of a Participant, a Restricted Stock
Award grant is transferable by will or the laws of descent and distribution. The
designation of a beneficiary shall not constitute a transfer.(iii)
    
    If the recipient of a Restricted Stock Award is subject to the provisions of
Section 16 of the Exchange Act, shares of Common Stock subject to the grant may not,
without the written consent of the Committee (which consent may be given in the Award
Agreement), be sold or otherwise disposed of within six (6) months following the date
of grant.
 (c)
    
    Acceleration of Vesting Upon a Change in Control.Upon a Change in Control, all Restricted
Stock Awards held by a Participant as of the date of the Change in Control shall immediately
become vested and any further restrictions shall lapse.
 (d)
    
    Termination of Employment or Service. The following rules will govern the treatment of a
Restricted Stock Award upon the termination of a Participants termination of employment or
other service:
 (i)
    
    In General. Unless the Committee determines otherwise, upon the termination of
a Participants employment or service for any reason other than Retirement, Disability
or death, or Termination for Cause, any Restricted Stock Award in which the Participant
has not become vested as of the date of such termination shall be forfeited and any
rights the Participant had to such Restricted Stock Award shall become null and void.(ii)
    
    Retirement. Unless the Committee determines otherwise, upon a Participants
Retirement, any Restricted Stock Award in which the Participant has not become vested
as of the date of Retirement shall be forfeited and any rights the individual had to
such unvested Restricted Stock Award shall become null and void.(iii)
    
    Disability or Death. Unless otherwise determined by the Committee, in the
event of a termination of a Participants service due to Disability or death, all
unvested Restricted Stock Awards held by such Participant shall immediately vest as of
the date of such termination.(iv)
    
    Termination for Cause. Unless otherwise determined by the Committee, in the
event of a Participants Termination for Cause, all Restricted Stock Awards in which
the Participant had not become vested as of the effective date of such termination
shall be forfeited and any rights the Participant had to such unvested Restricted Stock
Awards shall become null and void.




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(e)
    
    Issuance of Certificates. Unless otherwise held in trust and registered in the name of the
Plan trustee, reasonably promptly after the date of grant with respect to shares of Common
Stock pursuant to a Restricted Stock Award, the Holding Company shall cause to be issued a
stock certificate, registered in the name of the Participant to whom the Restricted Stock
Award was granted, evidencing such shares; provided, however, that the Holding Company shall
not cause a stock certificate to be issued unless it has received a stock power duly endorsed
in blank with respect to such shares. Each such stock certificate shall bear the following
legend:
  This legend shall not be removed until the individual becomes vested in such shares pursuant
to the terms of the Plan and Award Agreement. Each certificate issued pursuant to this
Section 8(e) shall be held by the Holding Company or its Affiliates, unless the Committee
determines otherwise.(f)
    
    Treatment of Dividends. Participants are entitled to all dividends and other distributions
declared and paid on Common Stock with respect to all shares of Common Stock subject to a
Restricted Stock Award, from and after the date such shares are awarded or from and after such
later date as may be specified by the Committee in the Award Agreement. The Participant shall
not be required to return any such dividends or other distributions to the Holding Company in
the event of forfeiture of the Restricted Stock Award. In the event the Committee establishes
a trust for the Plan, the Committee may elect to distribute dividends and other distributions
at the time the Restricted Stock Award vests or pay the dividends (or other distributions)
directly to the Participants.(g)
    
    Voting of Restricted Stock Awards. Participants who are granted Restricted Stock Awards are
entitled to vote or to direct the Plan trustee to vote, as the case
may be, all unvested shares of Common Stock subject to the Restricted Stock Award.
 9. DEFERRED PAYMENTS
  10. METHOD OF EXERCISING OPTIONS




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11. RIGHTS OF INDIVIDUALS
  12. DESIGNATION OF BENEFICIARY
  13. DILUTION AND OTHER ADJUSTMENTS
  (a)
    
    adjustments in the aggregate number or kind of shares of Common Stock or other securities
that may underlie future Awards under the Plan;
 (b)
    
    adjustments in the aggregate number or kind of shares of Common Stock or other securities
that underlie Awards already made under the Plan; and
 (c)
    
    adjustments in the Exercise Price of outstanding Options or base price of outstanding SARs.
  14. TAXES
  (a)
    
    the individual remit an amount sufficient to satisfy all related federal, state, and local
withholding tax requirements;




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(b)
    
    the withholding of such sums may come from compensation otherwise due to the individual or
from shares of Common Stock due to the individual under this Plan; or
 (c)
    
    any combination of (a) and (b), above; provided, however, that no amount shall be withheld
from any cash payment or shares of Common Stock related to an Option transferred by the
individual in accordance with this Plan.
 15. NOTIFICATION UNDER SECTION 83(b)
  16. AMENDMENT OF THE PLAN AND AWARD GRANTS
 (a)
    
    Except as provided in paragraph (c) of this Section 16, the Board of Directors may at any
time, and from time to time, modify or amend the Plan in any respect, prospectively or
retroactively; provided, however,that provisions governing grants of Incentive Stock Options
shall be submitted for shareholder approval to the extent required by law, regulation, or
otherwise. Failure to ratify or approve amendments or modifications by shareholders shall be
effective only as to the specific amendment or modification requiring shareholder ratification
or approval. Other provisions of this Plan shall remain in full force and effect. No
termination, modification, or amendment of this Plan may adversely affect the rights of an
individual under an outstanding Award without the written permission of the affected
individual.
 (b)
    
    Except as provided in paragraph (c) of this Section 16, the Committee may amend any Award
Agreement, prospectively or retroactively; provided, however,that no amendment shall
adversely affect the rights of an individual under an outstanding Award Agreement without the
written consent of the affected individual.
 (c)
    
    In no event shall the Board of Directors amend the Plan or shall the Committee amend an Award
Agreement in any manner that effectively:
 (i)
    
    allows any Option to be granted with an Exercise Price below the Fair Market
Value of the Common Stock on the date of grant; or(ii)
    
    allows the Exercise Price of any Option previously granted under the Plan to be
reduced after the date of grant.
 (d)
    
    It is intended that this Plan and any Awards made pursuant to this Plan shall comply with the
provisions of Section 409A of the Code, to the extent applicable. If Code Section 409A
becomes applicable to this Plan or any Award, this Plan and such Award shall be administered
in a manner consistent with such intent and any provision that would cause this Plan or any
Award to fail to satisfy Code Section 409A shall have no force or effect until amended to
comply with Code Section 409A (which amendments may be made retroactive to the extent
permitted by Code Section 409A and may be made by the Board of Directors without the consent
of the Participants). References in this Plan to Code Section 409A shall include any
proposed, temporary or final regulations, or any other guidance, promulgated with respect to
Code Section 409A by the United States Department of the Treasury or the Internal Revenue
Service.
 17. TERMINATION OF THE PLAN




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(a)
    
    April 23, 2013, which is ten (10) years after the original Effective Date of the Plan; or
 (b)
    
    the issuance of a number of shares of Common Stock pursuant to the exercise of Options and
Stock Appreciation Rights and the vesting of Restricted Stock Awards equal to the maximum
number of shares reserved under the Plan, as set forth in Section 5. The Board of Directors
may suspend or terminate the Plan at any time; provided, however,that no such action will
adversely affect an individuals vested rights under a previously granted Award, without the
consent of the affected individual.
 18. APPLICABLE LAW