Exhibit 10.1


 


IMCLONE SYSTEMS INCORPORATED


2005
INDUCEMENT STOCK OPTION PLAN


 


1.  Purpose.  The
purpose of the ImClone Systems Incorporated 2005 Inducement Stock Option Plan
(the “Plan”) is to enhance the ability of ImClone Systems Incorporated (the “Company”)
and its Subsidiaries to attract and retain new key employees by providing them
with an appropriate and material incentive to accept employment with the
Company.   The term “Company” as used in
the Plan with reference to employment or service shall include the Company and
its Subsidiaries, as appropriate.


 


2.  Definitions.


 


(a)  “Board”
shall mean the Board of Directors of the Company.


 


(b)  “Cause”
shall mean (i) if a Participant is party to an employment agreement or similar
agreement with the Company and such agreement includes a definition of Cause,
the definition contained therein or (ii) if no such employment or similar
agreement exists, “Cause” shall mean (A) the Participant’s failure to
substantially perform the duties reasonably assigned to him or her by the
Company, which has not been cured by the Participant within 10 days following
written notice from the Company, (B) a good faith finding by the Company of the
Participant’s dishonesty, gross negligence or misconduct, (C) a material breach
by the Participant of any written Company employment policies or rules, or (D)
the Participant’s conviction for, or his or her plea of guilty or nolo
contendere to, a felony or for any other crime which involves fraud, dishonesty
or moral turpitude.


 


(c)  “Change
in Control” of the Company means the occurrence of one of the following events:


 


(i) 
individuals who, on the Effective Date, constitute the Board (the “Incumbent
Directors”) cease for any reason to constitute at least a majority of the
Board, provided that any person becoming a director subsequent to the Effective
Date whose election or nomination for election was approved by a vote of at
least two-thirds of the Incumbent Directors then on the Board (either by a
specific vote or by approval of the proxy statement of the Company in which
such person is named as a nominee for director, without objection to such
nomination) shall be an Incumbent Director; provided, further, that no
individual initially elected or nominated as a director of the Company as a
result of an actual or threatened election contest with respect to directors or
as a result of any other actual or threatened solicitation of proxies by or on
behalf of any person other than the Board shall be an Incumbent Director;


 


(ii) 
any “person” (as such term is defined in Section 3(a)(9) of the
Securities Exchange Act of 1934 (the “Exchange Act”) and as used in Sections
13(d)(3) and 14(d)(2) of the Exchange Act) is or becomes, after the Effective
Date, a “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act),
directly or indirectly, of securities of the Company representing 35% or more
of the combined voting power of the


 


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Company’s then outstanding
securities eligible to vote for the election of the Board (the “Company Voting
Securities”); provided, however, that an event described in this paragraph (ii)
shall not be deemed to be a Change in Control if any of the following becomes
such a beneficial owner: (A) the Company or any majority-owned subsidiary
(provided, that this exclusion applies solely to the ownership levels of the
Company or the majority-owned subsidiary), (B) any tax-qualified, broad-based
employee benefit plan sponsored or maintained by the Company or any majority-owned
subsidiary, (C) any underwriter temporarily holding securities pursuant to an
offering of such securities, or (D) any person pursuant to a Non-Qualifying
Transaction (as defined in paragraph (iii));


 


(iii) 
the consummation of a merger, consolidation, statutory share exchange or
similar form of corporate transaction involving the Company or any of its
Subsidiaries that requires the approval of the Company’s stockholders, whether
for such transaction or the issuance of securities in the transaction (a “Business
Combination”), unless immediately following such Business Combination: (A) 60%
or more of the total voting power of (x) the corporation resulting from such
Business Combination (the “Surviving Corporation”), or (y) if applicable, the
ultimate parent corporation that directly or indirectly has beneficial
ownership of 100% of the voting securities eligible to elect directors of the
Surviving Corporation (the “Parent Corporation”), is represented by Company
Voting Securities that were outstanding immediately prior to such Business
Combination (or, if applicable, is represented by shares into which such
Company Voting Securities were converted pursuant to such Business
Combination), and such voting power among the holders thereof is in
substantially the same proportion as the voting power of such Company Voting
Securities among the holders thereof immediately prior to the Business
Combination, (B) no person (other than any employee benefit plan (or related
trust) sponsored or maintained by the Surviving Corporation or the Parent
Corporation), is or becomes the beneficial owner, directly or indirectly, of
35% or more of the total voting power of the outstanding voting securities
eligible to elect directors of the Parent Corporation (or, if there is no
Parent Corporation, the Surviving Corporation) and (C) at least a majority of
the members of the board of directors of the Parent Corporation (or if there is
no Parent Corporation, the Surviving Corporation) following the consummation of
the Business Combination were Incumbent Directors at the time of the Board’s
approval of the execution of the initial agreement providing for such Business
Combination (any Business Combination which satisfies all of the criteria
specified in (A), (B) and (C) above shall be deemed to be a “Non-Qualifying
Transaction”); or


 


(iv) 
stockholder approval of a liquidation or dissolution of the Company,
unless the voting common equity interests of an ongoing entity (other than a
liquidating trust) are beneficially owned, directly or indirectly, by the
Company’s shareholders in substantially the same proportions as such
shareholders owned the Company’s outstanding voting common equity interests
immediately prior to such liquidation and such ongoing entity assumes all
existing obligations of the Company under the Plan.


 


Notwithstanding the foregoing, a Change in
Control of the Company shall not be deemed to occur solely because any person
acquires beneficial ownership of more than


 


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35% of the Company Voting
Securities as a result of the acquisition of Company Voting Securities by the
Company which reduces the number of Company Voting Securities outstanding;
provided, that, if after such acquisition by the Company such person becomes
the beneficial owner of Company Voting Securities that increases the percentage
of outstanding Company Voting Securities beneficially owned by such person, a
Change in Control of the Company shall then occur.


 


(d)  “Code”
shall mean the Internal Revenue Code of 1986, as amended.


 


(e)  “Committee”
shall mean a committee of at least two members of the Board appointed by the
Board to administer the Plan and to perform the functions set forth herein and
who are “non-employee directors” within the meaning of paragraph (b)(3)(i) of
Rule 16b-3 as promulgated under Section 16 of the Securities Exchange Act of
1934, as amended (the “Exchange Act”) and who are also “outside directors”
within the meaning of Section 162(m) of the Code.


 


(f)  “Common
Stock” shall mean the common stock of the Company.


 


(g)  “Continuous
Service” means that the Participant’s service as an employee, with the Company
or a Subsidiary is not interrupted or terminated.  The Participant’s Continuous Service shall
not be deemed to have terminated merely because of a change in the capacity in
which the Participant renders service to the Company or a Subsidiary following
the date the option is granted to the participant under the Plan (i.e., as an
employee, director or consultant) or a change in the entity for which the
Participant renders such service; provided, that, there is no interruption or
termination of the Participant’s Continuous Service other than an approved
leave of absence.  The Committee, in its
sole discretion, may determine whether Continuous Service shall be considered
interrupted.


 


(h)  “Disability”
shall have the same meaning as provided in any long-term disability plan
maintained by the Company or any Subsidiary in which a Participant then
participates (the “LTD Plans”); provided, that, if no such plan exists, it
shall have the meaning set forth in Section 22(e)(3) of the Code.


 


(i)  “Fair
Market Value” per share as of a particular date shall mean, unless otherwise
determined by the Board, the last reported sale price of the Common Stock on
the NASDAQ (or any other exchange or national market system upon which price
quotations for the Company’s Common Stock is regularly available) for such
date.


 


(j)  “Immediate
Family Members” shall mean, except as otherwise determined by the Committee, a
Participant’s spouse, ancestors and descendants.


 


(k)  “Nonqualified
Stock Option” shall mean a stock option which is not intended to be an
Incentive Stock Option within the meaning of Section 422 of the Code.


 


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(l)  “Option”
shall mean an option to purchase Common Stock granted under the Plan.  Each Option granted hereunder shall be a
Non-Qualified Stock Option and shall be clearly identified as such in the
applicable Stock Option Agreement.


 


(m)  “Participant”
shall mean anyone who is selected to participate in the Plan in accordance with
Section 5.


 


(n)  “Stock
Option Agreement” shall mean, with respect to any Option, a written document
entered into by the Company and a Participant evidencing the grant of the Option
to such Participant and setting forth the terms and conditions, as determined
by the Committee, which apply to such Option, in addition to the terms and
conditions set forth in the Plan.


 


(o)  “Subsidiary”
shall mean any affiliate of the Company selected by the Board.


 


(p)  “Substitute
Awards” shall mean Options granted or shares issued by the Company in
assumption of, or in substitution or exchange for, awards previously granted,
or the right or obligation to make future awards, by a company acquired by the
Company or with which the Company is combined.


 


3.  Shares Subject to the Plan.  Subject to adjustment in
accordance with Section 12, the total number of shares of Common Stock which
shall be available for the grant of Options under the Plan shall not exceed
600,000 shares of Common Stock; provided, that, for purposes of this
limitation, any Common Stock subject to an Option granted under the Plan which
is canceled, forfeited or expires prior to exercise shall again become
available for grant under the Plan.  In
addition, any shares of Common Stock tendered and/or withheld for the payment
of all or a part of an Option granted under the Plan or any applicable
withholding taxes shall again become available for the grant of an Option under
the Plan.  The Company may, but is not
required to, use the proceeds it receives in connection with the exercise of an
Option under the Plan for exercises occurring after the Effective Date, to
purchase shares of its Common Stock in the open market and any such shares of
Common Stock so purchased may be used for the issuance of Options under the
Plan.  Substitute Awards shall not reduce
the shares of Common Stock available for grants under the Plan or to a
Participant over a period of time. 
Subject to adjustment in accordance with Section 12, no employee shall
be granted during any three (3) year period, Options to purchase more than
3,300,000 shares of Common Stock.  Common
Stock available for issue or distribution under the Plan shall be authorized
and unissued shares or shares reacquired by the Company in any manner.


 


4.  Administration.


 


(a) 
The Plan shall be administered by the Committee.  All references to the Committee hereinafter
shall mean the Board if no such Committee has been appointed, provided that under
such circumstances the grant of an Option under the Plan shall be approved by a
majority of the “independent directors” of the Board.


 


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(b) 
The Committee shall (i) approve the selection of Participants, (ii)
determine the number of shares of Common Stock subject to Options, (iii)
determine the terms and conditions of any Option granted hereunder (including,
but not limited to, any forfeiture conditions on such Option) and (iv) have the
authority to interpret the Plan, to establish, amend, and rescind any rules and
regulations relating to the Plan, to determine the terms and provisions of any
agreements entered into hereunder, and to make all other determinations
necessary or advisable for the administration of the Plan.  The Committee may correct any defect, supply
any omission or reconcile any inconsistency in the Plan or in any Option in the
manner and to the extent it shall deem desirable to carry it into effect.


 


(c) 
Any action, decision, interpretation or determination by the Committee
with respect to the application or administration of the Plan, any Option or
any Stock Option Agreement shall be final, conclusive and binding on all
persons, including the Company and its Subsidiaries and shareholders, Participants
and persons claiming rights from or through a Participant.


 


(d) 
The Committee may delegate to officers or employees of the Company or
any Subsidiary, and to service providers, the authority, subject to such terms
as the Committee shall determine, to perform administrative functions with
respect to the Plan, the Options and the Stock Option Agreements.


 


(e) 
Members of the Committee and any officer or employee of the Company or
any Subsidiary acting at the direction of, or on behalf of, the Committee shall
not be personally liable for any action or determination taken or made in good
faith with respect to the Plan, any Option or any Stock Option Agreement, and
shall, to the extent permitted by law, be fully indemnified by the Company with
respect to any such action or determination.


 


5.  Eligibility.  Individuals
eligible to receive Options under the Plan shall be individuals who have not
been previously employed by the Company or served as a member of the Board and
who are new employees of the Company, including individuals who become new
employees of the Company in connection with a merger or acquisition, as
selected by the Committee.  The Options
may be granted to any such individual, as selected by the Committee as a
material inducement to such individual accepting employment with the Company,
provided, however, that any such grant of an Option shall not become effective
unless and until such individual actually commences employment with the
Company.


 


6.  Options.  Options
may be granted under the Plan in such form as the Committee may from time to
time approve pursuant to terms set forth in the Plan and any applicable Stock
Option Agreement.


 


(a) 
Option Price.  The purchase price
per share of the Common Stock purchasable under an Option shall be determined
by the Committee and shall not be less than 100% of the Fair Market Value of
the Common Stock on the date of grant, which such


 


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date of grant shall be the date
specified by the Committee and specified in the applicable Stock Option
Agreement.


 


(b) 
Option Term.  Unless otherwise
provided in the applicable Stock Option Agreement, the term of each Option
shall be ten (10) years from the date the Option is granted.   Notwithstanding the foregoing, unless
otherwise provided in a Stock Option Agreement, upon the death or Disability of
a Participant, Options that would otherwise remain exercisable following such
death or Disability shall remain exercisable for one year following such death
or Disability notwithstanding the term of such Option.


 


(c) 
Exercisability.  Each Option shall
vest and become exercisable at a rate determined by the Committee on the date
of grant and set forth in the applicable Stock Option Agreement.


 


(d) 
Termination of Continuous Service. 
Unless otherwise provided in the applicable Stock Option Agreement, any
Options held by a Participant upon termination of Continuous Service shall
remain exercisable as follows:


 


(i)  If
the Participant’s termination of Continuous Service is due to the Participant’s
death, all unvested Options shall automatically terminate and all vested
Options shall be exercisable by the Participant’s designated beneficiary, or,
if none, the person(s) to whom such Participant’s rights under the Option are
transferred by will or the laws of descent and distribution for one year
following such termination of Continuous Service (but in no event beyond the
term of the Option, except as provided in clause (b) above), and shall
thereafter terminate.


 


(ii) 
If the Participant’s termination of Continuous Service is due to
Disability, all unvested Options shall automatically terminate and all vested
Options shall be exercisable by the Participant for one year following such
termination of Continuous Service due to Disability (but in no event beyond the
term of the Option, except as provided in clause (b) above), and shall
thereafter terminate.


 


(iii) 
If the Participant’s termination of Continuous Service is for Cause, all
Options shall automatically terminate on the commencement of business on the
date such Participant’s Continuous Service is terminated for Cause, regardless
of whether such Options were then vested and exercisable.


 


(iv) 
If the Participant’s termination of Continuous Service is for any other
reason, all unvested Options shall terminate on the date of termination of
Continuous Service and all Options which are exercisable as of the date of
termination shall be exercisable for a period of 30-days following such date of
termination of Continuous Service (but in no event beyond the term of the
Option), and shall thereafter terminate. 
The Participant’s status as an employee shall not be considered
terminated in the case of a leave of absence agreed to in writing by the
Company (including, but not limited to, military and sick leave).


 


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(e) 
Method of Exercise.  Options may
be exercised, in whole or in part, by giving written notice of exercise to the
Company in a form approved by the Committee specifying the number of shares of
Common Stock to be purchased.  Such
notice shall be accompanied by the payment in full of the Option exercise
price.  Unless otherwise provided at the
time of grant, the exercise price of the Option may be paid by (i) cash or
certified or bank check, (ii) surrender of Common Stock held by the Participant
for at least six (6) months prior to exercise (or such longer or shorter period
as may be required to avoid a charge to earnings for financial accounting
purposes) or the attestation of ownership of such shares, in either case, if so
permitted by the Company, (iii) through a “same day sale” commitment from a
Participant and a broker-dealer, which is reasonably acceptable to the Company
and which is a member of the National Association of Securities Dealers, under
such terms and conditions which are reasonably acceptable to the Company, (iv)
through additional methods prescribed by the Committee, as deemed appropriate
by the Committee in its discretion, or (v) by any combination of the foregoing,
and, in all instances, to the extent permitted by applicable law.  A Participant’s subsequent transfer or
disposition of any Common Stock acquired upon exercise of an Option shall be
subject to any Federal and state laws then applicable, specifically securities
law, and the terms and conditions of the Plan.


 


7.  Special Provisions.


 


(a) 
Change in Control.  Unless
otherwise provided in a Stock Option Agreement or a change in control plan with
the Company in which the Participant participates, upon the occurrence of a
Change in Control, all Options shall automatically become vested and
exercisable in full.  The Committee may,
in its discretion, include such further provisions and limitations in any award
documenting such Options as it may deem equitable and in the best interests of
the Company.


 


(b) 
Forfeiture.  Notwithstanding
anything in the Plan to the contrary and unless otherwise specifically provided
in a Stock Option Agreement, in the event of a serious breach of conduct by a
Participant or former Participant (including, without limitation, any conduct
prejudicial to or in conflict with the Company or its Subsidiary) the Committee
may (i) cancel any outstanding Option granted to such Participant or former
Participant, in whole or in part, whether or not vested, and/or (ii) if such
conduct or activity occurs within one year following the exercise of an Option,
require such Participant or former Participant to repay to the Company any gain
realized upon the exercise of such Option (with such gain or payment valued as
of the date of exercise).  Such
cancellation or repayment obligation shall be effective as of the date
specified by the Committee.  Any
repayment obligation shall be satisfied in cash or, if permitted in the sole
discretion of the Committee, it may be satisfied in shares of Common Stock
(based upon the Fair Market Value of the share of Common Stock on the date of
payment), and the Committee may provide for an offset to any future payments
owed by the Company or any Subsidiary to the Participant or former Participant
if necessary to satisfy the repayment obligation.  The determination of whether a Participant or
former Participant has engaged in a serious breach of conduct shall be
determined by the Committee in good faith and in its sole discretion.


 


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8.  Withholding.  Upon
(a) exercise of an Option or (b) under any other circumstances determined by
the Committee in its sole discretion, the Company shall have the right to
require any Participant, and such Participant by accepting the Options granted
under the Plan agrees, to pay to the Company the amount of any taxes which the
Company shall be required to withhold with respect thereto.  In the event of clauses (a) or (b), with the
consent of the Committee, at its sole discretion, such Participant may elect to
have the Company withhold shares of Common Stock having a Fair Market Value
equal to the amount of the withholding tax obligation as determined by the
Company; provided, however, that no shares of Common Stock are withheld with a
value exceeding the minimum amount of tax required to be withheld by law.  Such shares so delivered to satisfy the
minimum withholding obligation may be either shares withheld by the Company
upon the exercise of the Option or other shares.  At the Committee’s sole discretion, a
Participant may elect to have additional taxes withheld and satisfy such
withholding with cash or shares of Common Stock held for at least six months
prior to exercise, if, in the opinion of the Company’s outside accountants,
doing so, would not result in a charge against earnings.


 


9.  Nontransferability, Beneficiaries.  Unless otherwise determined by the
Committee with respect to the transferability of Options by a Participant to
his Immediate Family Members (or to trusts or partnerships or limited liability
companies established for such Immediate Family Members), no Options shall be
assignable or transferable by the Participant, otherwise than by will or the
laws of descent and distribution or pursuant to a beneficiary designation, and
Options shall be exercisable, during the Participant’s lifetime, only by the
Participant (or by the Participant’s legal representatives in the event of the
Participant’s incapacity).  Each
Participant may designate a beneficiary to exercise any Option held by the
Participant at the time of the Participant’s death.  If no beneficiary has been named by a
deceased Participant, any Option held by the Participant at the time of death
shall be transferred as provided in his will or by the laws of descent and
distribution.  Except in the case of the
holder’s incapacity, an Option may only be exercised by the holder thereof.


 


10.  No Right to Continuous Service.  Nothing contained in the Plan or
in any Stock Option Agreement shall confer upon any Participant any right with
respect to the continuation of service with the Company or any of its
Subsidiaries, or interfere in any way with the right of the Company or its
Subsidiaries to terminate his or her Continuous Service at any time.  Nothing contained in the Plan shall confer
upon any Participant or other person any claim or right to any Option under the
Plan.


 


11.  Governmental Compliance.  Each Option under the Plan shall
be subject to the requirement that if at any time the Committee shall determine
that the listing, registration or qualification of any shares issuable or
deliverable thereunder upon any securities exchange or under any Federal or
state law, or the consent or approval of any governmental regulatory body, is
necessary or desirable as a condition thereof, or in connection therewith, no
such Option may be exercised or shares issued or delivered unless such listing,
registration, qualification, consent or approval shall have been effected or
obtained free of any conditions not acceptable to the Committee.


 


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12.  Adjustments; Corporate Events.


 


(a)  In
the event of any dividend or other distribution (whether in the form of cash,
Common Stock, other securities, or other property), recapitalization,
reclassification, stock split, reverse stock split, reorganization, merger,
consolidation, split-up, spin-off, combination, repurchase, liquidation,
dissolution, or sale, transfer, exchange or other disposition of all or substantially
all of the assets of the Company, or exchange of Common Stock or other
securities of the Company, issuance of warrants or other rights to purchase
Common Stock or other securities of the Company, or other similar corporate
transaction or event (an “Event”), and in the Committee’s opinion, such Event
affects the Common Stock 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 or with
respect to an Option, then the Committee shall, in such manner as it may deem
equitable, including, without limitation, adjust any or all of the following:
(i) the number and kind of shares of Common Stock (or other securities or
property) with respect to which Options may be granted; (ii) the number and
kind of shares of Common Stock (or other securities or property) subject to
outstanding Options; and (iii) the exercise price with respect to any Option.  The Committee’s determination under this
Section 12(a) shall be final, binding and conclusive.


 


(b) 
Upon the occurrence of an Event in which outstanding Options are not to
be assumed or otherwise continued following such an Event, the Committee may,
in its discretion, terminate any outstanding Option (whether or not vested)
without a Participant’s consent and (i) provide for either (A) the purchase of
any such Option for an amount of cash equal to the product of (I) and (II),
where (I) is equal to the number of shares of Common Stock subject to such
Option and (II) is equal to the difference between (a) the Fair Market Value of
one share of Common Stock and (b) the per share exercise price of such Option;
provided, that, if such amount would result in a negative number, the Option
shall automatically terminate and cease to be exercisable without payment for
such termination or (B) the replacement of such Option with other rights or
property selected by the Committee in its sole discretion and/or (ii) provide
that such Option shall be exercisable (whether or not vested) as to all shares
covered thereby for at least thirty (30) days prior to such Event.


 


(c) 
The existence of the Plan, the Stock Option Agreements and the Options
granted hereunder shall not affect or restrict in any way the right or power of
the Company or the shareholders of the Company to make or authorize any
adjustment, recapitalization, reorganization or other change in the Company’s
capital structure or its business, any merger or consolidation of the Company,
any issue of stock or of options, warrants or rights to purchase stock or of
bonds, debentures, preferred or prior preference stocks whose rights are
superior to or affect the Common Stock or the rights thereof or which are
convertible into or exchangeable for Common Stock, or the dissolution or
liquidation of the Company, or any sale or transfer of all or any part of its
assets or business, or any other corporate act or proceeding, whether of a
similar character or otherwise.


 


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13.  Stock Option Agreement.  Each Option under the Plan shall
be evidenced by a Stock Option Agreement. 
In the event of a conflict between the terms of the Plan and the terms
of any Stock Option Agreement, the terms of the Plan shall govern.


 


14.  Amendment.  The
Board may amend, suspend or terminate the Plan or any portion thereof at any
time, provided that (a) no amendment shall be made without shareholder approval
if such approval is necessary to comply with any applicable law, regulation or
stock exchange rule and (b) except as provided in Section 12, no amendment
shall be made that would adversely affect the rights of a Participant under an
Option theretofore granted, without such Participant’s written consent.


 


15.  General Provisions.


 


(a) 
The Committee may require each Participant acquiring shares pursuant to
an Option under the Plan to represent to and agree with the Company in writing
that such Participant is acquiring the shares for investment and without a view
to distribution thereof.


 


(b) 
All certificates for Common Stock delivered under the Plan pursuant to
any Option shall be subject to such stock-transfer orders and other
restrictions as the Committee may deem advisable under the rules, regulations,
and other requirements of the Securities and Exchange Commission, any stock
exchange upon which the Common Stock is then listed, and any applicable Federal
or state securities law, and the Committee may cause a legend or legends to be
put on any such certificates to make appropriate reference to such
restrictions.  If the Committee
determines that the issuance of Common Stock hereunder is not in compliance
with, or subject to an exemption from, any applicable Federal or state securities
laws, such shares shall not be issued until such time as the Committee
determines that the issuance is permissible.


 


(c)  It
is the intent of the Company that the Plan satisfy, and be interpreted in a
manner that satisfies, the applicable requirements of Rule 16b-3 as promulgated
under Section 16 of the Exchange Act so that Participants will be entitled to
the benefit of Rule 16b-3, or any other rule promulgated under Section 16 of
the Exchange Act, and will not be subject to short-swing liability under
Section 16 of the Exchange Act.  Accordingly,
if the operation of any provision of the Plan would conflict with the intent
expressed in this Section 15(c), such provision to the extent possible shall be
interpreted and/or deemed amended so as to avoid such conflict.


 


(d) 
Except as otherwise provided by the Committee in the applicable Stock
Option Agreement, a Participant shall have no rights as a shareholder with
respect to any shares of Common Stocks subject to an Option until a certificate
or certificates evidencing shares of Common Stock shall have been issued to the
Participant and, subject to Section 12, no adjustment shall be made for
dividends or distributions or other rights in respect of any share for which
the record date is prior to the date on which Participant shall become the holder
of record thereof.


 


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(e) 
The law of the State of Delaware shall apply to all Options and
interpretations under the Plan regardless of the effect of such state’s
conflict of laws principles.


 


(f) 
Where the context requires, words in any gender shall include any other
gender.


 


(g) 
Headings of Sections are inserted for convenience and reference; they do
not constitute any part of the Plan.


 


16.  Expiration of the Plan.  Subject to earlier termination pursuant
to Section 14, the Plan shall terminate on the tenth anniversary of the
Effective Date.


 


17.  Effective Date. 
The Plan is effective as of the date it is approved by the
majority of the members of the Compensation Committee of the Board.


 


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