Exhibit 10.03


 


MSC INDUSTRIAL DIRECT CO., INC.


2001 STOCK OPTION PLAN


 


(As amended and restated effective December
20, 2012)


 


1.     
Purpose.


 


The purposes of the 2001 Stock Option Plan
(the “Plan”) are to induce certain employees, directors and consultants to remain in the employ, or to continue to
serve as directors and consultants, of MSC Industrial Direct Co., Inc. (the “Company”) and its present and future
subsidiary corporations (each a “Subsidiary”), as defined in Section 424(f) of the Internal Revenue Code
of 1986, as amended (the “Code”), to attract new individuals to enter into such employment or service and to encourage
such individuals to secure stock ownership in, or to increase on reasonable terms their stock ownership in, the Company. The Board
of Directors of the Company (the “Board”) believes that the granting of stock options (the “Options”) under
the Plan will promote continuity of management and increased incentive and personal interest in the welfare of the Company by those
who are or may become primarily responsible for shaping and carrying out the long range plans of the Company and securing
its continued growth and financial success. Options granted hereunder are intended to be either (a) “incentive stock
options” (which term, when used herein, shall have the meaning ascribed thereto by the provisions of Section 422(b) of
the Code), (b) options which are not incentive stock options (“non-incentive stock options”) or (c) a combination
thereof, as determined by the Committee (as hereinafter defined) referred to in Section 4 hereof at the time of the grant
thereof.


 


2.     
Effective Date of the Plan.


 


The Plan, as adopted by the Board on September 20,
2001, shall become effective on September 20, 2001, subject to ratification by the shareholders of the Company within 12 months
of such date.


 


3.     
Stock Subject to Plan.


 


5,000,000 of the authorized but unissued
shares of the Class A common stock, $.001 par value, of the Company (the “Class A Common Stock”) are hereby
reserved for issuance upon the exercise of Options granted under the Plan; provided, however, that the number of
shares so reserved may from time to time be reduced to the extent that a corresponding number of issued and outstanding shares
of the Class A Common Stock are purchased by the Company and set aside for issuance upon the exercise of Options. If any Options
expire or terminate for any reason without having been exercised in full, the unpurchased shares subject thereto shall again be
available for the purposes of the Plan. For the purposes of this Section 3, the number of shares purchased upon the exercise
of an Option shall be determined without giving effect to the use by a Participant (as hereinafter defined) of the right set forth
in Section 10C to deliver shares of the Class A Common Stock in payment of all or a portion of the option price or the
use by a Participant of the right set forth in Section 14C to cause the Company to withhold from the shares of the Class A
Common Stock otherwise deliverable to him or her upon the exercise of an Option shares of the Class A Common Stock in payment
of all or a portion of his or her withholding obligation arising from such exercise.


 


4.     
Committee.


 


The Plan shall be administered by a committee
consisting of three or more members of the Board (the “Committee”) all of whom are intended to be “non-employee
directors” within the meaning of Rule 16b-3(b)(3) promulgated under the Securities Exchange Act of 1934, as amended
(the “Exchange Act”) and “outside directors” within the contemplation of Section 162(m)(4)(C)(i) of
the Code. In the event that there shall not be at least three members of the Committee who qualify as “non-employee”
directors within the meaning of Rule 16b-3 of the Exchange Act, all Option grants under the Plan will be made by the Board
on the recommendation of the Committee. The Committee shall be appointed annually by the Board, which may at any time and
from time to time remove any members of the Committee, with or without cause, and, in accordance with the requirements set forth
in the first sentence of this Section 4, appoint additional members to the Committee and fill vacancies, however caused, on
the Committee. A majority of the members of the Committee shall constitute a quorum. All determinations of the Committee shall
be made by a majority of its members present at a meeting duly called and held or by unanimous written consent. Any decision or
determination of the Committee made by unanimous written consent shall be fully as effective as if it had been made at a meeting
duly called and held.


 



    	 



    	 



    

 


5.     
Administration.


 


Subject to the express provisions of the
Plan, the Committee shall have complete authority, in its discretion, to interpret the Plan, to prescribe, amend and rescind rules and
regulations relating to it, to determine the terms and provisions of the respective option agreements or certificates (which need
not be identical), to determine the individuals (each a “Participant”) to whom and the times and the prices at which
Options shall be granted, the periods during which each Option shall be exercisable, the number of shares of the Class A Common
Stock to be subject to each Option and whether such Option shall be an incentive stock option or a non-incentive stock option and
to make all other determinations necessary or advisable for the administration of the Plan; provided, however, that
directors of the Company who are not employed by the Company or any of the Subsidiaries (each a “Non-Employee Director”)
shall only be granted Options in accordance with the provisions of Section 6B. In making such determinations, the Committee
may take into account the nature of the services rendered by the respective employees and consultants, their present and potential
contributions to the success of the Company and the Subsidiaries and such other factors as the Committee in its discretion shall
deem relevant. The Committee’s determination on the matters referred to in this Section 5 shall be conclusive. Any dispute
or disagreement which may arise under or as a result of or with respect to any Option shall be determined by the Committee,
in its sole discretion, and any interpretations by the Committee of the terms of any Option shall be final, binding and conclusive.


 


6.     
Eligibility.


 


A. An Option may be granted only to
(i) an employee or consultant of the Company or a Subsidiary, (ii) to the extent provided in Section 6B, a Non-Employee
Director and (iii) employees of a corporation or other business enterprise which has been acquired by the Company or a Subsidiary,
whether by exchange or purchase of stock, purchase of assets, merger or reverse merger or otherwise, who hold options with respect
to the stock of such corporation which the Company has agreed to assume.


 


B. (i) At the first meeting of the
Board immediately following each annual meeting of the shareholders of the Company, each Non-Employee Director shall be granted
an Option (a “Non-Employee Director’s Formula Option”) to purchase 5,000 shares of the Class A Common Stock
at the initial per share option price equal to the fair market value of a share of the Class A Common Stock on the date of
grant; provided, however, that if a Non-Employee Director shall receive a grant pursuant to Section 6B of the
Company’s 1998 Stock Option Plan for any year, he or she shall not be entitled to receive a Non-Employee Director’s
Formula Option for such year under this Section 6B.


 


(ii)  Each Non-Employee Director who
first becomes a director subsequent to the date of any annual meeting of the shareholders of the Company, and prior to the date
of the next succeeding annual meeting of the shareholders of the Company, shall be granted, on the date he or she becomes a director,
a Non-Employee Director’s Formula Option to purchase the number of shares of the Class A Common Stock equal to the product
of (a) 5,000 and (b) a fraction, the numerator of which is the number of full calendar months prior to the next scheduled
annual meeting of shareholders and the denominator of which is 12, at the initial per share option price equal to the fair market
value of a share of the Class A Common Stock on the date of grant.


 


(iii)  A Non-Employee Director may not
exercise a Non-Employee Director’s Formula Option during the period commencing on the date of the granting of such Option
to him or her and ending on the day immediately preceding the first anniversary of such date. A Non-Employee Director may (a) during
the period commencing on the first anniversary of the date of the granting of a Non-Employee Director’s Formula Option to
him or her and ending on the day immediately preceding the second anniversary of such date, exercise such Option with respect to
one-half of the shares granted thereby, and (b) during the period commencing on such second anniversary, exercise such Option
with respect to all of the shares granted thereby.


 


7.     
Option Prices.


 


A. Except as otherwise provided in Section 17,
the initial per share option price of any Option which is an incentive stock option shall be the price determined by the Committee,
but not less than the fair market value of a share of the Class A Common Stock on the date of grant; provided, however,
that, in the case of a Participant who owns (within the meaning of Section 424(d) of the Code) more than 10% of the total
combined voting power of the two classes of the Company’s common stock (the “Common Stock”) at the time an Option
which is an incentive stock option is granted to him or her, the initial per share option price shall not be less than 110% of
the fair market value of a share of the Class A Common Stock on the date of grant.


 



    	 



    	 



    

 


B. Except as otherwise provided in Section 17,
the initial per share option price of any Option which is a non-incentive stock option shall not be less than 85% of the fair market
value of a share of the Class A Common Stock on the date of the grant; provided, however, that, in the case
of a non-incentive stock option granted to a person who is, or in the judgment of the Committee may reasonably be expected
to become, a “covered employee” within the meaning of Section 162(m)(3) of the Code, and in the case of a
Non-Employee Director’s Formula Option, the initial per share option price shall not be less than the fair market value of
a share of the Class A Common Stock on the date of grant.


 


C. For all purposes of the Plan, the fair
market value of a share of the Class A Common Stock on any date shall be equal to (i) the closing sale price of the Class A
Common Stock on the New York Stock Exchange on the business day preceding such date or (ii) if there is no sale of the Class A
Common Stock on such Exchange on such business day, the average of the bid and asked prices on such Exchange at the close of the
market on such business day.


 


8.     
Option Term.


 


Participants shall be granted Options for
such term as the Committee shall determine, not in excess of 10 years from the date of the granting thereof; provided, however,
that, except as otherwise provided in Section 17, in the case of a Participant who owns (within the meaning of Section 424(d) of
the Code) more than 10% of the total combined voting power of the Common Stock of the Company at the time an Option which is an
incentive stock option is granted to him or her, the term with respect to such Option shall not be in excess of five years from
the date of the granting thereof; provided further, however, that the term of each Non-Employee Director’s
Formula Option shall be 10 years from the date of the granting thereof.


 


9.     
Limitations on Amount of Options Granted.


 


A. Except as otherwise provided in Section 17,
the aggregate fair market value of the shares of the Class A Common Stock for which any Participant may be granted incentive
stock options which are exercisable for the first time in any calendar year (whether under the terms of the Plan or any other stock
option plan of the Company) shall not exceed $100,000.


 


B. Except as otherwise provided in Section 17,
no Participant shall, during any fiscal year of the Company, be granted Options to purchase more than 400,000 shares of the Class A
Common Stock.


 


10.    Exercise
of Options.


 


A. Except as otherwise provided in Section 17
and except as otherwise determined by the Committee at the time of the grant of an Option other than a Non-Employee Director’s
Formula Option, a Participant may not exercise an Option during the period commencing on the date of the granting of such
Option to him or her and ending on the day immediately preceding the first anniversary of such date. Except as otherwise set forth
in Sections 9A and 17, as otherwise determined by the Committee at the time of the grant of an Option other than a Non-Employee
Directors Formula Option, and as set forth in the preceding sentence, a Participant may (i) during the period commencing
on the first anniversary of the date of the granting of an Option to him or her and ending on the day immediately preceding the
second anniversary of such date, exercise such Option with respect to one-fifth of the shares granted thereby, (ii) during
the period commencing on such second anniversary and ending on the day immediately preceding the third anniversary of the date
of the granting of such Option, exercise such Option with respect to two-fifths of the shares granted thereby, (iii) during
the period commencing on such third anniversary and ending on the day immediately preceding the fourth anniversary of the date
of the granting of such Option, exercise such Option with respect to three-fifths of the shares granted thereby, (iv) during
the period commencing on such fourth anniversary and ending on the day immediately preceding the fifth anniversary of the date
of the granting of such Option, exercise such Option with respect to four-fifths of the shares granted thereby and (v) during
the period commencing on such fifth anniversary, exercise such Option with respect to all of the shares granted thereby. Notwithstanding
the foregoing provision of this Section 10A, an Option granted before January 6, 2004 to a Participant other than a Non-Employee
Directors Formula Option will to the extent not already exercisable, become exercisable in full on the Participants 62nd birthday
and options granted on or after January 6, 2004 shall not be so immediately exercisable upon the Participant’s 62nd
birthday but rather will become exercisable pursuant to the applicable items of the Option and this Plan.


 


B. Except as hereinbefore otherwise set
forth, an Option may be exercised either in whole at any time or in part from time to time.


 



    	 



    	 



    

 


C. An Option may be exercised only
by a written notice of intent to exercise such Option with respect to a specific number of shares of the Class A Common Stock
and payment to the Company of the amount of the option price for the number of shares of the Class A Common Stock so specified;
provided, however, that, if the Committee shall in its sole discretion so determine at the time of the grant of any
Option, all or any portion of such payment may be made in kind by the delivery of shares of the Class A Common Stock
having a fair market value equal to the portion of the option price so paid; provided further, however, that no portion
of such payment may be made by delivering shares of the Class A Common Stock acquired upon the exercise of an Option
if such shares shall not have been held by the Participant for at least six months; and provided further, however,
that, subject to the requirements of Regulation T (as in effect from time to time) promulgated under the Exchange Act, the Committee
may implement procedures to allow a broker chosen by a Participant to make payment of all or any portion of the option price
payable upon the exercise of an Option and receive, on behalf of such Participant, all or any portion of the shares of the Class A
Common Stock issuable upon such exercise.


 


D. Except in the case of a Non-Employee
Director’s Formula Option, the Committee may, in its discretion, permit any Option to be exercised, in whole or in part,
prior to the time when it would otherwise be exercisable.


 


E. Notwithstanding any other provision of
the Plan to the contrary, including, but not limited to, the provisions of Section 10B, if any Participant shall have effected
a “Hardship Withdrawal” from a “401(k) Plan” maintained by the Company and/or one or more of the Subsidiaries,
then, during the period of one year commencing on the date of such Hardship Withdrawal, such Participant may not exercise
any Option using cash. For the purpose of this Section 10E, a Hardship Withdrawal shall mean a distribution to a Participant
provided for in Reg. § 1.401(k)-1(d)(1)(ii) promulgated under Section 401(k)(2)(B)(i)(iv) of the Code
and a 401(k) Plan shall mean a plan which is a “qualified plan” within the contemplation of section 401(a) of
the Code which contains a “qualified cash or deferred arrangement” within the contemplation of section 401(k)(2) of
the Code.


  


F. Notwithstanding the provisions of Section 10A,
in the event that a Change of Control of the Company shall occur, then, each Option theretofore granted to any Participant which
shall not have theretofore expired or otherwise been cancelled or become unexercisable shall become immediately exercisable in
full. For purposes hereof a “Change in Control” of the Company shall occur or be deemed to have occurred only if any
of the following events occurs: (i) any “person,” as such term is used in Sections 13(d) and 14(d) of
the Exchange Act (other than the Company, any trustee or other fiduciary holding securities under an employee benefit plan of the
Company, or any corporation owned directly or indirectly by the shareholders of the Company in substantially the same proportion
as the ownership of stock of the Company) is or becomes the “beneficial owner” (as defined in Rule 13d-3 under
the Exchange Act), directly or indirectly, of securities of the Company representing more than 50% of the combined voting power
of the Company’s then outstanding securities; (ii) individuals who, as of the date of grant of an Option, constitute
the Board (as of the Date of Grant, the “Incumbent Board”) cease for any reason to constitute at least a majority of
the Board, provided that any person becoming a director subsequent to the date hereof whose election, or nomination for election
by the Company’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent
Board (other than an election or nomination of an individual whose initial assumption of office is in connection with an actual
or threatened election contest relating to the election of the directors of the Company, as such terms are used in Rule 14a-11
of Regulation 14A under the Exchange Act) shall be, for purposes of this Plan, considered as though such person were a member of
the Incumbent Board; or (iii) the shareholders of the Company approve a merger or consolidation of the Company with any other
corporation, other than (x) a merger or consolidation which would result in the voting securities of the Company outstanding immediately
prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving
entity) more than 60% of the combined voting power of the voting securities of the Company or such surviving entity outstanding
immediately after such merger or consolidation or (y) a merger or consolidation effected to implement a recapitalization of the
Company (or similar transaction) in which no “person” (as hereinabove defined) acquires more than 50% of the combined
voting power of the Company’s then outstanding securities; or (iv) the shareholders of the Company approve a plan of
complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the
Company’s assets. In the event that a Change in Control shall occur, then, from and after the time of such event, neither
the provisions of this Section 10F nor any of the rights of any Participant thereunder shall be modified or amended in any
way.


 


11.    Transferability.


 


No Option shall be assignable or transferable
except by will and/or by the laws of descent and distribution and, during the life of any Participant, each Option granted to him
or her may be exercised only by him or her.


 


12.    Termination
of Employment.


 


A. In the event a Participant leaves the
employ of the Company and the Subsidiaries or ceases to serve as a consultant to the Company and the Subsidiaries and/or as a Non-Employee
Director of the Company, whether voluntarily or otherwise but other than by reason of his or her retirement, permanent disability
or death, each Option theretofore granted to him or her which shall not have theretofore expired or otherwise been cancelled shall,
to the extent exercisable on the date of such termination of employment or service and not theretofore exercised, terminate upon
the earlier to occur of the expiration of 30 days after the date of such Participant’s termination of employment or service
and the date of termination specified in such Option. Notwithstanding the foregoing, if a Participant’s employment by the
Company and the Subsidiaries or service as a consultant and/or as a Non-Employee Director of the Company is terminated for “cause”
(as defined herein), each Option theretofore granted to him or her which shall not have theretofore expired or otherwise been cancelled
shall, to the extent not theretofore exercised, terminate immediately.


 



    	 



    	 



    

 


B. In the event a Participant leaves the
employ of the Company and the Subsidiaries or ceases to serve as a consultant to the Company and the Subsidiaries and/or as a Non-Employee
Director of the Company by reason of his or her retirement on or after his or her 65th birthday and five years of service with
the Company and/or the Subsidiaries, each Option theretofore granted to him or her which shall not have theretofore expired or
otherwise been cancelled shall, to the extent not theretofore exercised, terminate upon the earlier to occur of the expiration
of one year after the date of such retirement and the date of termination specified in such Option.


 


C. In the event a Participant’s employment
with the Company and the Subsidiaries or service as a consultant and/or as a Non-Employee Director of the Company terminates by
reason of his or her permanent disability (within the meaning of Section 22(e)(3) of the Code), each Option theretofore
granted to him or her which shall not have theretofore expired or otherwise been cancelled shall immediately become exercisable
in full and shall, to the extent not theretofore exercised, terminate upon the earlier to occur of one year after the date of such
termination of employment or service and the date of termination specified in such option.


 


D. If a Participant’s employment with
the Company and the Subsidiaries or service as a consultant to the Company and the Subsidiaries and/or as a Non-Employee Director
of the Company terminates by reason of his or her death, each Option theretofore granted to him or her which shall not have theretofore
expired or otherwise been cancelled shall become immediately exercisable in full and shall, to the extent not theretofore exercised,
terminate upon the earlier to occur of the expiration of one year after the date of the qualification of a representative of his
or her estate and the date of termination specified in such Option.


 


E. For purposes of the foregoing, the term
“cause” shall mean: (i) the commission by a Participant of any act or omission that would constitute a felony
under federal, state or equivalent foreign law, (ii) the commission by a Participant of any act of moral turpitude, (iii) disloyalty,
fraud, dishonesty, embezzlement, theft, disclosure of trade secrets or confidential information or other acts or omissions that
result in a breach of any fiduciary or other material duty to the Company and/or the Subsidiaries or (iv) continued alcohol
or other substance abuse that renders a Participant incapable of performing his or her material duties to the satisfaction of the
Company and/or the Subsidiaries.


 


F. Notwithstanding the foregoing and to
the extent not resulting in any liability under Section 409A of the Code, the exercise period following a termination described
in subsection (A), (B), (C) or (D) above shall be tolled for any applicable window/blackout period restrictions under
the Company’s insider trading policy, provided that in no event shall such exercise period extend beyond the later of (i) the
date the exercise period would have otherwise expired under subsections (A), (B), (C) or (D), as applicable, and (ii) the
date that is 30 days after the date the exercise of the Option would no longer violate the Company’s policies and procedures
regarding insider trading under applicable securities laws.


 


13.    Adjustment
of Number of Shares.


 


In the event of any Company stock dividend,
stock split, combination or exchange of shares, recapitalization or other change in the capital structure of the Company, corporate
separation or division of the Company (including, but not limited to, a split-up, spin-off, split-off or other distribution to
Company stockholders, other than a normal or special cash dividend), sale by the Company of all or a substantial portion of its
assets (measured on either a stand-alone or consolidated basis), reorganization, rights offering, partial or complete liquidation,
merger or consolidation in which the Company is the surviving corporation, or any other corporate transaction or other event involving
the Company and having an effect similar to any of the foregoing, the Committee shall make such substitution or adjustments in
the (a) number and kind of shares or other property, including cash, subject to outstanding Options, (b) exercise price of
outstanding Options and (c) other characteristics or terms of the Options, as necessary or appropriate to equitably reflect
such corporate transaction or other event and to prevent dilution or enlargement of Participants’ rights under the Plan;
provided, however, that the number of shares subject to any Option shall always be a whole number; and provided, further,
that, with respect to Incentive Stock Options, such adjustment shall be made in accordance with Section 424 of the Code.


 



    	 



    	 



    

 


14.    Purchase
for Investment, Withholding and Waivers.


 


A. Unless the shares to be issued upon the
exercise of an Option by a Participant shall be registered prior to the issuance thereof under the Securities Act of 1933, as amended,
such Participant will, as a condition of the Company’s obligation to issue such shares, be required to give a representation
in writing that he or she is acquiring such shares for his or her own account as an investment and not with a view to, or for sale
in connection with, the distribution of any thereof.


 


B. In the event of the death of a Participant,
a condition of exercising any Option shall be the delivery to the Company of such tax waivers and other documents as the Committee
shall determine.


 


C. In the case of each non-incentive stock
option, a condition of exercising the same shall be the entry by the person exercising the same into such arrangements with the
Company with respect to withholding as the Committee may determine. A Participant may, in the discretion of the Committee
and subject to such rules as the Committee may adopt, elect to satisfy his or her withholding obligation arising as a
result of the exercise of a non-incentive option, in whole or in part, by electing to deliver to the Company shares of the Class A
Common Stock (other than shares of the Class A Common Stock which were issued under the Company’s 1995 Restricted Stock
Plan as to which the restrictions have not lapsed) having a fair market value, determined as of the date that the amount to be
withheld is determined, equal to the amount required to be so withheld. Such Participant shall pay the Company in cash for any
fractional share that would otherwise be required to be delivered.


 


15.    No Shareholder
Status.


 


Neither any Participant nor his or her legal
representatives, legatees or distributees shall be or be deemed to be the holder of any share of the Class A Common Stock
covered by an Option unless and until a certificate for such share has been issued. Upon payment of the purchase price thereof,
a share issued upon exercise of an Option shall be fully paid and non-assessable.


 


16.    No Restrictions
on Corporate Acts.


 


Neither the existence of the Plan nor any
Option shall in any way affect the right or power of the Company or its shareholders to make or authorize any or all adjustments,
recapitalizations, reorganizations or other changes in the Company’s capital structure or its business, or any merger or
consolidation of the Company, or any issue of bonds, debentures, preferred or prior preference stock ahead of or affecting the
Class A Common Stock or the rights thereof, or 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.


 


17.    Options
Granted in Connection With Acquisitions.


 


If the Committee determines that, in connection
with the acquisition by the Company or a Subsidiary of another corporation which will become a Subsidiary or division of the Company
or a Subsidiary (such corporation being hereafter referred to as an “Acquired Subsidiary”), Options may be granted
hereunder to employees and other personnel of an Acquired Subsidiary in exchange for then outstanding options to purchase securities
of the Acquired Subsidiary. Such Options may be granted at such option prices, may be exercisable immediately or at any
time or times either in whole or in part, and may contain such other provisions not inconsistent with the Plan, or the requirements
set forth in Section 20 that certain amendments to the Plan be approved by the shareholders of the Company, as the Committee,
in its discretion, shall deem appropriate at the time of the granting of such Options.


 


18.    Declining
Market Price.


 


If the fair market value of the Class A
Common Stock declines below the option price set forth in any Option, the Committee may, at any time, adjust, reduce, cancel and
regrant any unexercised Option or take any similar action it deems to be for the benefit of the Participant in light of the declining
fair market value of the Class A Common Stock; provided, however, that none of the foregoing actions may be
taken without the prior approval of the Board and none of the foregoing actions may be taken with respect to a Non-Employee
Director’s Formula Option.


 


19.    No Employment
or Service Right.


 


Neither the existence of the Plan nor the
grant of any Option shall require the Company or any Subsidiary to continue any Participant in the employ of the Company or such
Subsidiary or require the Company to continue any Participant as a director of the Company.


 



    	 



    	 



    

 


20.    Termination
and Amendment of the Plan.


 


The Board may at any time terminate
the Plan or make such modifications of the Plan as it shall deem advisable; provided, however, that to the extent required by applicable
laws or the rules of the New York Stock Exchange or such other exchange on which the Company’s securities shall be listed
or traded, any such modification or termination shall be subject to the approval of the shareholders of the Company; and provided
further, however, the provisions of the Plan governing the grant of Non-Employee Director’s Formula Options may not
be amended except by the vote of a majority of the members of the Board and by the vote of a majority of the members of the Board
who are employees of the Company or a Subsidiary. Except as otherwise provided in Section 13, no termination or amendment
of the Plan may, without the consent of the Participant to whom any Option shall theretofore have been granted, adversely affect
the rights of such Participant under such Option.


  


21.    Expiration
and Termination of the Plan.


 


The Plan shall terminate on September 19,
2011 or at such earlier time as the Board may determine. Options may be granted under the Plan at any time and from time
to time prior to its termination. Any Option outstanding under the Plan at the time of the termination of the Plan shall remain
in effect until such Option shall have been exercised or shall have expired in accordance with its terms.