d893844_ex4-5.htm


    EXHIBIT
4.5

    


    EUROSEAS
LTD.

     

    2007
EQUITY INCENTIVE PLAN

     

     

    ARTICLE
I.

    General

     

    1.1.           Purpose

     

    The
Euroseas Ltd. 2007 Equity Incentive Plan (the “Plan”) is designed to
provide certain key persons, whose initiative and efforts are deemed to be
important to the successful conduct of the business of Euroseas Ltd.
(the “Company”), with incentives to (a) enter into and remain in the
service of the Company or its Affiliates (as defined below), (b) acquire a
proprietary interest in the success of the Company, (c) maximize their
performance and (d) enhance the long-term performance of the
Company.

     

    1.2.           Administration

     

    (a)           Administration.  The
Plan shall be administered by the Company’s Board of Directors (referred to
herein as the “Board” or the “Administrator”).  Subject to the
terms of the Plan and applicable law, and in addition to other express powers
and authorizations conferred on the Administrator by the Plan, the Administrator
shall have the full power and authority to: (1) designate the persons to
receive Awards (as defined below) under the Plan; (2) determine the types
of Awards granted to a participant under the Plan; (3) determine the number
of shares to be covered by, or with respect to which payments, rights or other
matters are to be calculated with respect to, Awards; (4) determine the
terms and conditions of any Awards; (5) determine whether, and to what
extent, and under what circumstances, Awards may be settled or exercised in
cash, shares, other securities, other Awards or other property, or cancelled,
forfeited or suspended, and the methods by which Awards may be settled,
exercised, cancelled, forfeited or suspended; (6) determine whether, to
what extent, and under what circumstances cash, shares, other securities, other
Awards, other property and other amounts payable with respect to an Award shall
be deferred, either automatically or at the election of the holder thereof or
the Administrator; (7) construe, interpret and implement the Plan and any
Award Agreement (as defined below); (8) prescribe, amend, rescind or waive
rules and regulations relating to the Plan, including rules governing its
operation; (9) make all determinations necessary or advisable in
administering the Plan; (10) correct any defect, supply any omission and
reconcile any inconsistency in the Plan or any Award Agreement; and
(11) make any other determination and take any other action that the
Administrator deems necessary or desirable for the administration of the
Plan.  Unless otherwise expressly provided in the Plan, all
designations, determinations, interpretations and other decisions under or with
respect to the Plan or any Award shall be within the sole discretion of the
Administrator, may be made at any time and shall be final, conclusive and
binding upon all persons.

     

    (b)           General Right of
Delegation.  Except to the extent prohibited by applicable law,
the applicable rules of a stock exchange or any charter, by-laws or other
agreement governing the Administrator, the Administrator may delegate all or any
part of its responsibilities to any person or persons selected by it and may
revoke any such allocation or delegation at any time.

     

    (c)           Indemnification.  No
member of the Administrator or any employee of the Company or its Affiliates
(each such person, a "Covered Person") shall be liable for any
action

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    taken or
omitted to be taken or any determination made in good faith with respect to the
Plan or any Award hereunder.  Each Covered Person shall be indemnified
and held harmless by the Company against and from (i) any loss, cost,
liability or expense (including attorneys' fees) that may be imposed upon or
incurred by such Covered Person in connection with or resulting from any action,
suit or proceeding to which such Covered Person may be a party or in which such
Covered Person may be involved by reason of any action taken or omitted to be
taken under the Plan or any Award Agreement and (ii) any and all amounts paid by
such Covered Person, with the Company's approval, in settlement thereof, or paid
by such Covered Person in satisfaction of any judgment in any such action, suit
or proceeding against such Covered Person; provided that the
Company shall have the right, at its own expense, to assume and defend any such
action, suit or proceeding and, once the Company gives notice of its intent to
assume the defense, the Company shall have sole control over such defense with
counsel of the Company's choice.  The foregoing right of
indemnification shall not be available to a Covered Person to the extent that a
court of competent jurisdiction in a final judgment or other final adjudication,
in either case not subject to further appeal, determines that the acts or
omissions of such Covered Person giving rise to the indemnification claim
resulted from such Covered Person's bad faith, fraud or willful criminal act or
omission or that such right of indemnification is otherwise prohibited by law or
by the Company's Articles of Incorporation or Bylaws.  The foregoing
right of indemnification shall not be exclusive of any other rights of
indemnification to which Covered Persons may be entitled under the Company's
Articles of Incorporation or Bylaws, as a matter of law, or otherwise, or any
other power that the Company may have to indemnify such persons or hold them
harmless.

     

    1.3.           Persons
Eligible for Awards

     

    The
persons eligible to receive Awards under the Plan are those officers, directors,
and executive, managerial, administrative and professional employees (including
any such prospective officer or employee) of the Company and its Subsidiaries
and Affiliates and consultants and service providers (including individuals who
are employed by or provide services to any entity that is itself such a
consultant or service provider) to the Company and its Subsidiaries an
Affiliates (collectively, “Key Persons”) as the Administrator shall
select.

     

    1.4.           Types
of Awards

     

    Awards
may be made under the Plan in the form of (a) stock options, (b) stock
appreciation rights, (c) restricted stock, (d) restricted stock units,
(e) phantom stock units and (f) unrestricted stock, all as more fully
set forth in the Plan.  The term “Award” means any of the foregoing
that are granted under the Plan.

     

    1.5.           Shares
Available for Awards; Adjustments for Changes in Capitalization

     

    (a)           Maximum
Number.  Subject to adjustment as provided in
Section 1.5(c), the aggregate number of shares of common stock of the
Company, par value $0.03 (“Common Stock”), with respect to which Awards may
at any time be granted under the Plan shall be 600,000.  The following
shares of Common Stock shall again become available for Awards under the Plan:
(i) any shares that are subject to an Award under the Plan and that remain
unissued upon the cancellation or termination of such Award for any reason
whatsoever; (ii) any shares of restricted stock forfeited pursuant to the
Plan or the applicable Award Agreement; and (iii) any shares in respect of
which a stock appreciation right, restricted stock unit or phantom stock unit is
settled for cash.

     

    (b)           Source of Shares;
Certificate Legends.  Shares issued pursuant to the Plan may be
authorized but unissued Common Stock or treasury shares.  The
Administrator may direct that

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    any stock
certificate evidencing shares issued pursuant to the Plan shall bear a legend
setting forth such restrictions on transferability as may apply to such
shares.

     

    (c)           Adjustments.  i)  In the event that
the Administrator determines that any dividend or other distribution (whether in
the form of cash, Company shares, other securities or other property),
recapitalization, stock split, reverse stock split, reorganization, merger,
consolidation, split-up, spin-off, combination, repurchase or exchange of
Company shares or other securities of the Company, issuance of warrants or other
rights to purchase Company shares or other securities of the Company, or other
corporate transaction or event affects the Company shares such that an
adjustment is determined by the Administrator to be appropriate or desirable,
then the Administrator shall, in such manner as it may deem equitable or
desirable, adjust the number of shares or other securities of the Company (or
number and kind of other securities or property) with respect to which Awards
may be granted under the Plan.

     

    (ii)           The
Administrator is authorized to make adjustments in the terms and conditions of,
and the criteria included in, Awards in recognition of unusual or nonrecurring
events (including the events described in Section 1.5(c)(i) or the
occurrence of a Change in Control (as defined below)) affecting the Company, any
Affiliate, or the financial statements of the Company or any Affiliate, or of
changes in applicable rules, rulings, regulations or other requirements of any
governmental body or securities exchange, accounting principles or law, whenever
the Administrator determines that such adjustments are appropriate or desirable,
including providing for (A) adjustment to (1) the number of shares or
other securities of the Company (or number and kind of other securities or
property) subject to outstanding Awards or to which outstanding Awards relate
and (2) the Exercise Price (as defined below) with respect to any Award and
(B) a substitution or assumption of Awards, accelerating the exercisability
or vesting of, or lapse of restrictions on, Awards, or accelerating the
termination of Awards by providing for a period of time for exercise prior to
the occurrence of such event, or, if deemed appropriate or desirable, providing
for a cash payment to the holder of an outstanding Award in consideration for
the cancellation of such Award (it being understood that, in such event, any
option or stock appreciation right having a per share Exercise Price equal to,
or in excess of, the Fair Market Value (as defined below) of a share subject to
such option or stock appreciation right may be cancelled and terminated without
any payment or consideration therefor).

     

    (iii)           In
the event of (A) a dissolution or liquidation of the Company, (B) a
sale of all or substantially all the Company’s assets or (C) a merger,
reorganization or consolidation involving the Company or one of its Subsidiaries
(as defined below), the Administrator shall have the power to:

     

    (1)  provide
that outstanding options, stock appreciation rights, phantom stock units and/or
restricted stock units (including any related dividend equivalent right) shall
either continue in effect, be assumed or an equivalent award shall be
substituted therefor by the successor corporation or a “parent corporation” (as
defined in Section 424(e) of the Internal Revenue Code of 1986, as amended
(the “Code”)) or “subsidiary corporation” (as defined in
Section 424(f) of the Code);

     

    (2)  cancel,
effective immediately prior to the occurrence of such event, options, stock
appreciation rights, phantom stock units and/or restricted stock units
(including each dividend equivalent right related thereto) outstanding
immediately prior to such event (whether or not then exercisable) and, in full
consideration of such cancellation, pay to the holder of such Award a cash
payment in an amount equal to the excess, if any, of the Fair Market Value (as
of a date specified by the Administrator) of the shares subject to such Award
over the aggregate

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Exercise
Price of such Award (it being understood that, in such event, (x) any
option or stock appreciation right having a per share Exercise Price equal to,
or in excess of, the Fair Market Value of a share subject to such option or
stock appreciation right may be cancelled and terminated without any payment or
consideration therefor and (y) any phantom stock unit that by its terms may be
cancelled without payment therefor may be cancelled and terminated without any
payment or consideration therefor to the extent so provided in the applicable
Award Agreement); or

     

    (3)  notify
the holder of an option or stock appreciation right in writing or electronically
that each option and stock appreciation right shall be fully vested and
exercisable for a period of 30 days from the date of such notice, or such
shorter period as the Administrator may determine to be reasonable, and the
option or stock appreciation right shall terminate upon the expiration of such
period (which period shall expire no later than immediately prior to the
consummation of the corporate transaction).

     

    1.6.           Definitions
of Certain Terms

     

    (a)           The
“Fair Market Value” of a share of Common Stock on any day shall be the closing
price on the Nasdaq National Market (or the Over-the-Counter Bulletin Board or
such other market on which the Common Stock is trading, if not trading on the
Nasdaq National Market), as reported for such day in The Wall Street Journal,
or, if no such price is reported for such day, the average of the high bid and
low asked price of Common Stock as reported for such day.  If no
quotation is made for the applicable day, the Fair Market Value of a share of
Common Stock on such day shall be determined in the manner set forth in the
preceding sentence for the next preceding trading
day.  Notwithstanding the foregoing, if there is no reported closing
price or high bid/low asked price that satisfies the preceding sentences, or if
otherwise deemed necessary or appropriate by the Administrator, the Fair Market
Value of a share of Common Stock on any day shall be determined by such methods
and procedures as shall be established from time to time by the
Administrator.  The “Fair Market Value” of any property other than
Common Stock shall be the fair market value of such property determined by such
methods and procedures as shall be established from time to time by the
Administrator.

     

    (b)           Unless
otherwise set forth in an Award Agreement, in connection with a termination of
employment or service or a dismissal from Board membership, for purposes of the
Plan, the term “for Cause” shall be defined as follows:

     

    (i)           if
there is an employment, severance, consulting, service, change in control or
other agreement governing the relationship between the grantee, on the one hand,
and the Company or a Subsidiary or Affiliate, on the other hand, that contains a
definition of “cause” (or similar phrase), for purposes of the Plan, the term
“for Cause” shall mean those acts or omissions that would constitute “cause”
under such agreement; or

     

    (ii)           if
the preceding clause (i) is not applicable to the grantee, for purposes of
the Plan, the term "for Cause" shall mean any of the following:

     

    (A)                         any
failure by the grantee substantially to perform the grantee’s employment or
consultancy/service or Board membership duties;

     

    (B)                         any
excessive unauthorized absenteeism by the grantee;

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


     

    (C)                         any
refusal by the grantee to obey the lawful orders of the Board or any other
person to whom the grantee reports;

     

    (D)                         any
act or omission by the grantee that is or may be injurious to the Company or any
Affiliate, whether monetarily, reputationally or otherwise;

     

    (E)                         any
act by the grantee that is inconsistent with the best interests of the Company
or any Affiliate;

     

    (F)                         the
grantee’s gross negligence that is injurious to the Company or any Affiliate,
whether monetarily, reputationally or otherwise;

     

    (G)                         the
grantee’s material violation of any of the policies of the Company, a Subsidiary
or Affiliate, as applicable, including, without limitation, those policies
relating to discrimination or sexual harassment;

     

    (H)                         the
grantee’s material breach of his or her employment or service contract with the
Company or any Affiliate;

     

    (I)                         the
grantee’s unauthorized (1) removal from the premises of the Company or an
Affiliate of any document (in any medium or form) relating to the Company or an
Affiliate or the customers or clients of the Company or an Affiliate or
(2) disclosure to any person or entity of any of the Company’s, or any
Affiliate’s, confidential or proprietary information;

     

    (J)                         the
grantee’s being convicted of, or entering a plea of guilty or nolo contendere
to, any crime that constitutes a felony or involves moral turpitude;
and

     

    (K)                         the
grantee’s commission of any act involving dishonesty or fraud.

     

    Any
rights the Company or its Affiliates may have under the Plan in respect of the
events giving rise to a termination or dismissal “for Cause” shall be in
addition to any other rights the Company or its Affiliates may have under any
other agreement with a grantee or at law or in equity.  Any
determination of whether a grantee’s employment, consultancy/service
relationship or Board membership is (or is deemed to have been) terminated “for
Cause” shall be made by the Administrator.  If, subsequent to a
grantee’s voluntary termination of employment or consultancy/service
relationship or voluntarily resignation from the Board or involuntary
termination of employment or consultancy/service relationship without Cause or
removal from the Board other than “for Cause”, it is discovered that the
grantee’s employment or consultancy/service relationship or Board membership
could have been terminated “for Cause”, the Administrator may deem such
grantee’s employment or consultancy/service relationship or Board membership to
have been terminated “for Cause” upon such discovery and determination by the
Administrator.

     

    (c)           “Affiliate”
shall mean (i) any entity that, directly or indirectly, is controlled by,
controls or is under common control with, the Company, (ii) any entity in
which the Company has a significant equity interest and (iii) Eurobulk Ltd.,
Eurochart S.A. and any other entity controlled by the Pittas family, in each
case as determined by the Administrator.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


     

    (d)           “Subsidiary”
shall mean any entity in which the Company, directly or indirectly, has a 50% or
more equity interest.

     

    (e)           “Exercise
Price” shall mean (i) in the case of options, the price specified in the
applicable Award Agreement as the price-per-share at which such share can be
purchased pursuant to the option or (ii) in the case of stock appreciation
rights, the price specified in the applicable Award Agreement as the reference
price-per-share used to calculate the amount payable to the
grantee.

     

     

    ARTICLE
II.

    Awards
Under The Plan

     

    2.1.           Agreements
Evidencing Awards

     

    Each
Award granted under the Plan shall be evidenced by a written certificate (“Award
Agreement”), which shall contain such provisions as the Administrator may deem
necessary or desirable and which may, but need not, require execution or
acknowledgment by a grantee.  The Award shall be subject to all of the
terms and provisions of the Plan and the applicable Award
Agreement.

     

    2.2.           Grant
of Stock Options and Stock Appreciation Rights

     

    (a)           Stock Option
Grants.  The Administrator may grant stock options (“options”)
to purchase shares of Common Stock from the Company to such Key Persons, and in
such amounts and subject to such vesting and forfeiture provisions and other
terms and conditions, as the Administrator shall determine, subject to the
provisions of the Plan.  No option will be treated as an “incentive
stock option” for purposes of the Code.  The Administrator shall not
grant an Award in the form of stock options or stock appreciation rights to an
individual who is then subject to the requirements of Section 409A of the
Code, with respect to Award if the Common Stock (as defined below) underlying
such Award does not then qualify as “service recipient stock” for purposes of
Section 409A.

     

    (b)           Option Exercise
Price.  Each Award Agreement with respect to an option shall
set forth the Exercise Price of such Award and, unless otherwise specifically
provided in the Award Agreement, the Exercise Price of an option shall equal the
Fair Market Value of a share of Common Stock on the date of grant; provided that in no
event may such Exercise Price be less than the greater of (i) the Fair
Market Value of a share of Common Stock on the date of grant and (ii) the
par value of a share of Common Stock.

     

    (c)           Stock Appreciation Right
Grants; Types of Stock Appreciation Rights.  The
Administrator may grant stock appreciation rights to such Key Persons, and in
such amounts and subject to such vesting and forfeiture provisions and other
terms and conditions, as the Administrator shall determine, subject to the
provisions of the Plan.  The terms of a stock appreciation right may
provide that it shall be automatically exercised for a payment upon the
happening of a specified event that is outside the control of the grantee and
that it shall not be otherwise exercisable.  Stock appreciation rights
may be granted in connection with all or any part of, or independently of, any
option granted under the Plan.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


     

    (d)           Nature of Stock Appreciation
Rights.  The grantee of a stock appreciation right shall have
the right, subject to the terms of the Plan and the applicable Award Agreement,
to receive from the Company an amount equal to (i) the excess of the Fair
Market Value of a share of Common Stock on the date of exercise of the stock
appreciation right over the Exercise Price of the stock appreciation right,
multiplied by (ii) the number of shares with respect to which the stock
appreciation right is exercised.  Each Award Agreement with respect to
a stock appreciation right shall set forth the Exercise Price of such Award and,
unless otherwise specifically provided in the Award Agreement, the Exercise
Price of a stock appreciation right shall equal the Fair Market Value of a share
of Common Stock on the date of grant; provided that in no
event may such Exercise Price be less than the greater of (A) the Fair
Market Value of a share of Common Stock on the date of grant and (B) the
par value of a share of Common Stock.  Payment upon exercise of a
stock appreciation right shall be in cash or in shares of Common Stock (valued
at their Fair Market Value on the date of exercise of the stock appreciation
right) or any combination of both, all as the Administrator shall
determine.  Upon the exercise of a stock appreciation right granted in
connection with an option, the number of shares subject to the option shall be
reduced by the number of shares with respect to which the stock appreciation
right is exercised.  Upon the exercise of an option in connection with
which a stock appreciation right has been granted, the number of shares subject
to the stock appreciation right shall be reduced by the number of shares with
respect to which the option is exercised.


     

    2.3.           Exercise
of Options and Stock Appreciation Rights

     

    Subject
to the other provisions of this Article II and the Plan, each option and
stock appreciation right granted under the Plan shall be exercisable as
follows:

     

    (a)           Timing and Extent of
Exercise.  Options and stock appreciation rights shall be
exercisable at such times and under such conditions as determined by the
Administrator and set forth in the corresponding Award Agreement, but in no
event shall any portion of such Award be exercisable subsequent to the tenth
anniversary of the date on which such Award was granted.  Unless the
applicable Award Agreement otherwise provides, an option or stock appreciation
right may be exercised from time to time as to all or part of the shares as to
which such Award is then exercisable.

     

    (b)           Notice of
Exercise.  An option or stock appreciation right shall be
exercised by the filing of a written notice with the Company or the Company’s
designated exchange agent (the “Exchange Agent”), on such form and in such
manner as the Administrator shall prescribe.

     

    (c)           Payment of Exercise
Price.  Any written notice of exercise of an option shall be
accompanied by payment for the shares being purchased.  Such payment
shall be made: (i) by certified or official bank check (or the equivalent
thereof acceptable to the Company or its Exchange Agent) for the full option
Exercise Price; (ii) with the consent of the Administrator, which consent
shall be given or withheld in the sole discretion of the Administrator, by
delivery of shares of Common Stock having a Fair Market Value (determined as of
the exercise date) equal to all or part of the option Exercise Price and a
certified or official bank check (or the equivalent thereof acceptable to the
Company or its Exchange Agent) for any remaining portion of the full option
Exercise Price; or (iii) at the sole discretion of the Administrator and to the
extent permitted by law, by such other provision, consistent with the terms of
the

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Plan, as
the Administrator may from time to time prescribe (whether directly or
indirectly through the Exchange Agent).

     

    (d)           Delivery of Certificates
Upon Exercise.  Subject to Sections 3.2, 3.4
and 3.13, promptly after receiving payment of the full option Exercise
Price, or after receiving notice of the exercise of a stock appreciation right
for which the Administrator determines payment will be made partly or entirely
in shares, the Company or its Exchange Agent shall (i) deliver to the grantee,
or to such other person as may then have the right to exercise the Award, a
certificate or certificates for the shares of Common Stock for which the Award
has been exercised or, in the case of stock appreciation rights, for which the
Administrator determines will be made in shares or (ii) establish an account
evidencing ownership of the stock in uncertificated form.  If the
method of payment employed upon an option exercise so requires, and if
applicable law permits, an optionee may direct the Company or its Exchange
Agent, as the case may be, to deliver the stock certificate(s) to the optionee’s
stockbroker.

     

    (e)           No Stockholder
Rights.  No grantee of an option or stock appreciation right
(or other person having the right to exercise such Award) shall have any of the
rights of a stockholder of the Company with respect to shares subject to such
Award until the issuance of a stock certificate to such person for such
shares.  Except as otherwise provided in Section 1.5(c), no
adjustment shall be made for dividends, distributions or other rights (whether
ordinary or extraordinary, and whether in cash, securities or other property)
for which the record date is prior to the date such stock certificate is
issued.

     

    2.4.           Termination
of Employment; Death Subsequent to a Termination of Employment

     

    (a)           General
Rule.  Except to the extent otherwise provided in
paragraphs (b), (c), (d), (e) or (f) of this Section 2.4 or
Section 3.5(b)(iii), a grantee who incurs a termination of employment or
consultancy/service relationship or dismissal from the Board may exercise any
outstanding option or stock appreciation right on the following terms and
conditions: (i) exercise may be made only to the extent that the grantee
was entitled to exercise the Award on the date of termination of employment or
consultancy/service relationship or dismissal from the Board, as applicable; and
(ii) exercise must occur within three months after termination of
employment or consultancy/service relationship or dismissal from the Board but
in no event after the original expiration date of the Award.

     

    (b)           Dismissal “for
Cause”.  If a grantee incurs a termination of employment or
consultancy/service relationship or dismissal from the Board “for Cause”, all
options and stock appreciation rights not theretofore exercised shall
immediately terminate upon the grantee’s termination of employment or
consultancy/service relationship or dismissal from the Board.

     

    (c)           Retirement.  If
a grantee incurs a termination of employment or consultancy/service relationship
or dismissal from the Board as the result of his or her retirement (as defined
below), then any outstanding option or stock appreciation right shall, to the
extent exercisable at the time of such retirement, remain exercisable for a
period of three years after such retirement; provided that in no
event may such option or stock appreciation right be exercised following the
original expiration date of the Award.  For this purpose, “retirement”
shall mean a grantee’s resignation of employment or consultancy/service
relationship or dismissal from the Board, with the Company’s or Affiliate’s
prior consent, on or after (i) his or her 65th birthday, (ii) the date
on which he or she has attained age 60 and completed at least five years of
service with the Company or Affiliate (using any method of calculation
the

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Administrator
deems appropriate) or (iii) if approved by the Administrator, on or after
his or her having completed at least 20 years of service with the Company
or Affiliate (using any method of calculation the Administrator deems
appropriate).

     

    (d)           Disability.  If
a grantee incurs a termination of employment or consultancy/service relationship
or a dismissal from the Board by reason of a disability (as defined below), then
any outstanding option or stock appreciation right shall, to the extent
exercisable at the time of such termination or dismissal, remain exercisable for
a period of one year after such termination or dismissal of employment; provided that in no
event may such option or stock appreciation right be exercised following the
original expiration date of the Award.  For this purpose, “disability”
shall mean any physical or mental condition that would qualify the grantee for a
disability benefit under the long-term disability plan maintained by the Company
or a Subsidiary or Affiliate, as applicable, or, if there is no such plan, a
physical or mental condition that prevents the grantee from performing the
essential functions of the grantee’s position (with or without reasonable
accommodation) for a period of six consecutive months.  The existence
of a disability shall be determined by the Administrator.

     

    (e)           Death.

     

    (i)      Termination of Employment as a
Result of Grantee’s Death.  If a grantee incurs a termination
of employment or consultancy/service relationship or leaves the Board as the
result of his or her death, then any outstanding option or stock appreciation
right shall, to the extent exercisable at the time of such death, remain
exercisable for a period of one year after such death; provided that in no
event may such option or stock appreciation right be exercised following the
original expiration date of the Award.

     

    (ii)         Restrictions on Exercise Following
Death.  Any such exercise of an Award following a grantee’s
death shall be made only by the grantee’s executor or administrator or other
duly appointed representative reasonably acceptable to the Administrator, unless
the grantee’s will specifically disposes of such Award, in which case such
exercise shall be made only by the recipient of such specific
disposition.  If a grantee’s personal representative or the recipient
of a specific disposition under the grantee’s will shall be entitled to exercise
any Award pursuant to the preceding sentence, such representative or recipient
shall be bound by all the terms and conditions of the Plan and the applicable
Award Agreement which would have applied to the grantee.

     

    (f)           Administrator
Discretion.  The Administrator, in the applicable Award
Agreement, may waive or modify the application of the foregoing provisions of
this Section 2.4.

     

    2.5.           Transferability
of Options and Stock Appreciation Rights

     

    Except as
otherwise provided in an applicable Award Agreement evidencing an option or
stock appreciation right, during the lifetime of a grantee, each such Award
granted to a grantee shall be exercisable only by the grantee, and no such Award
shall be assignable or transferable other than by will or by the laws of descent
and distribution.  The Administrator may, in any applicable Award
Agreement evidencing an option or stock appreciation right, permit a grantee to
transfer all or some of the options or stock appreciation rights to (a) the
grantee’s spouse, children or grandchildren (“Immediate Family Members”),
(b) a trust or trusts for the exclusive benefit of such Immediate Family
Members or (c) other parties approved by the
Administrator.  Following any such transfer, any transferred options
and stock appreciation

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    rights
shall continue to be subject to the same terms and conditions as were applicable
immediately prior to the transfer.

     

    2.6.           Grant
of Restricted Stock

     

    (a)           Restricted Stock
Grants.  The Administrator may grant restricted shares of
Common Stock to such Key Persons, in such amounts and subject to such vesting
and forfeiture provisions and other terms and conditions as the Administrator
shall determine, subject to the provisions of the Plan.  A grantee of
a restricted stock Award shall have no rights with respect to such Award unless
such grantee accepts the Award within such period as the Administrator shall
specify by accepting delivery of a restricted stock Award Agreement in such form
as the Administrator shall determine.

     

    (b)           Issuance of Stock
Certificate.  Promptly after a grantee accepts a restricted
stock Award in accordance with Section 2.6(a), subject to Sections 3.2, 3.4
and 3.13, the Company or its Exchange Agent shall issue to the grantee a stock
certificate or stock certificates for the shares of Common Stock covered by the
Award or shall establish an account evidencing ownership of the stock in
uncertificated form.  Upon the issuance of such stock certificates, or
establishment of such account, the grantee shall have the rights of a
stockholder with respect to the restricted stock, subject to: (i) the
nontransferability restrictions and forfeiture provision described in the Plan
(including paragraphs (d) and (e) of this Section 2.6);
(ii) in the Administrator’s sole discretion, a requirement, as set forth in
the Award Agreement, that any dividends paid on such shares shall be held in
escrow and , unless otherwise determined by the Administrator, shall remain
forfeitable until all restrictions on such shares have lapsed; and
(iii) any other restrictions and conditions contained in the applicable
Award Agreement.

     

    (c)           Custody of Stock
Certificate.  Unless the Administrator shall otherwise
determine, any stock certificates issued evidencing shares of restricted stock
shall remain in the possession of the Company until such shares are free of any
restrictions specified in the applicable Award Agreement.  The
Administrator may direct that such stock certificates bear a legend setting
forth the applicable restrictions on transferability.

     

    (d)           Nontransferability.  Shares
of restricted stock may not be sold, assigned, transferred, pledged or otherwise
encumbered or disposed of prior to the lapsing of all restrictions thereon,
except as otherwise specifically provided in this Plan or the applicable Award
Agreement.  The Administrator at the time of grant shall specify the
date or dates (which may depend upon or be related to the attainment of
performance goals and other conditions) on which the nontransferability of the
restricted stock shall lapse.

     

    (e)           Consequence of Termination
of Employment.  A grantee’s termination of employment or
consultancy/service relationship or dismissal from the Board for any reason
(including death) shall cause the immediate forfeiture of all shares of
restricted stock that have not yet vested as of the date of such termination of
employment or consultancy/service relationship or dismissal from the
Board.  Unless otherwise determined by the Administrator, all
dividends paid on such shares that have not theretofore been directly remitted
to the grantee shall also be forfeited, whether by termination of any escrow
arrangement under which such dividends are held or otherwise.  The
Administrator, in the applicable Award Agreement, may waive or modify the
application of the foregoing provisions of this
Section 2.6(e).

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


     

    2.7.           Grant
of Restricted Stock Units

     

    (a)           Restricted Stock Unit
Grants.  The Administrator may grant restricted stock units to
such Key Persons, and in such amounts and subject to such vesting and forfeiture
provisions and other terms and conditions, as the Administrator shall determine,
subject to the provisions of the Plan.  A restricted stock unit
granted under the Plan shall confer upon the grantee a right to receive from the
Company, upon the occurrence of such vesting event as shall be determined by the
Administrator and specified in the Award Agreement, the number of such grantee’s
restricted stock units that vest upon the occurrence of such vesting event
multiplied by the Fair Market Value of a share of Common Stock on the date of
vesting.  Payment upon vesting of a restricted stock unit shall be in
cash or in shares of Common Stock (valued at their Fair Market Value on the date
of vesting) or both, all as the Administrator shall determine.

     

    (b)           Dividend
Equivalents.  The Administrator may include in any Award
Agreement with respect to a restricted stock unit a dividend equivalent right
entitling the grantee to receive amounts equal to the ordinary dividends that
would be paid, during the time such Award is outstanding and unvested, on the
shares of Common Stock underlying such Award if such shares were then
outstanding.  In the event such a provision is included in a Award
Agreement, the Administrator shall determine whether such payments shall be
(i) paid to the holder of the Award, as specified in the Award Agreement,
either (A) at the same time as the underlying dividends are paid,
regardless of the fact that the restricted stock unit has not theretofore
vested, or (B) at the time at which the Award’s vesting event occurs,
conditioned upon the occurrence of the vesting event, (ii) made in cash,
shares of Common Stock or other property and (iii) subject to such other
vesting and forfeiture provisions and other terms and conditions as the
Administrator shall deem appropriate and as shall set forth in the Award
Agreement.

     

    (c)           Consequence of Termination
of Employment.  A grantee’s termination of employment or
consultancy/service relationship or dismissal from the Board for any reason
(including death) shall cause the immediate forfeiture of all restricted stock
units that have not yet vested as of the date of such termination of employment
or consultancy/service relationship or dismissal from the
Board.  Unless otherwise determined by the Administrator, any dividend
equivalent rights that have not theretofore been directly remitted to the
grantee shall also be forfeited, whether by termination of any escrow
arrangement under which such dividends are held or otherwise.  The
Administrator, in the applicable Award Agreement, may waive or modify the
application of the foregoing provisions of this
Section 2.7(c).

     

    (d)           No Stockholder
Rights.  No grantee of a restricted stock unit shall have any
of the rights of a stockholder of the Company with respect to such Award unless
and until a stock certificate is issued with respect to such Award upon the
vesting of such Award (it being understood that the Administrator shall
determine whether to pay any vested restricted stock unit in the form of cash or
Company shares or both), which issuance shall be subject to Sections 3.2,
3.4 and 3.13.  Except as otherwise provided in Section 1.5(c), no
adjustment to any restricted stock unit shall be made for dividends,
distributions or other rights (whether ordinary or extraordinary, and whether in
cash, securities or other property) for which the record date is prior to the
date such stock certificate, if any, is issued.

     

    (e)           Transferability of
Restricted Stock Units.  Except as otherwise provided in an
applicable Award Agreement evidencing a restricted stock unit, no restricted
stock unit granted

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    under the
Plan shall be assignable or transferable.  The Administrator may, in
any applicable Award Agreement evidencing a restricted stock unit, permit a
grantee to transfer all or some of the restricted stock units to (i) the
grantee’s Immediate Family Members, (ii) a trust or trusts for the exclusive
benefit of such Immediate Family Members or (iii) other parties approved by the
Administrator.  Following any such transfer, any transferred
restricted stock units shall continue to be subject to the same terms and
conditions as were applicable immediately prior to the transfer.

     

    2.8.           Grant
of Unrestricted Stock

     

    The
Administrator may grant (or sell at a purchase price at least equal to par
value) shares of Common Stock free of restrictions under the Plan to such Key
Persons and in such amounts and subject to such forfeiture provisions as the
Administrator shall determine.  Shares may be thus granted or sold in
respect of past services or other valid consideration.

     

    2.9.           Grant
of Phantom Stock Units

     

    (a)           Phantom Stock Unit
Grants.  The Administrator may grant phantom stock units to
such Key Persons, in such amounts, and subject to such vesting and forfeiture
provisions and other terms and conditions, as the Administrator shall determine,
subject to the provisions of the Plan.  Each phantom stock unit shall
represent a notional share of Common Stock.  No grantee of a phantom
stock unit shall have any rights of stockholder of the Company with respect to
such Award unless and until the Award is cancelled in exchange for shares of
Common Stock, which issuance of shares shall be subject to Sections 3.2,
3.4 and 3.13.  Holders of phantom stock units shall not (i) be
entitled to any voting rights with respect to any phantom stock units and
(ii) be entitled, by reason of holding any phantom stock unit, to any
distributions payable to shareholders of Common Stock; provided, however, that
the Administrator may provide that the phantom stock unit shall be entitled to
receive dividend equivalent rights, on such terms and conditions as the
Administrator shall determine.  The Administrator may determine that
the phantom stock unit may be cancelled on such terms and conditions as set
forth in the applicable Award Agreement, including (1) for no payment,
(2) in exchange for a cash payment or (3) in exchange for shares of
Common Stock.

     

    (b)           Other
Provisions.  Phantom stock units may be made independently of or in
connection with any other Award under the Plan.  A grantee of a
phantom stock unit Award shall have no rights with respect to such Award unless
such grantee accepts the Award within such period as the Administrator shall
specify by accepting delivery of a phantom stock unit Award Agreement in such
form as the Administrator shall determine.

     

    (c)           Nontransferability.  Phantom
stock units may not be sold, assigned, transferred, pledged or otherwise
encumbered or disposed of except as otherwise specifically provided in this Plan
or the applicable phantom stock unit Award Agreement.

     

    (d)           Grants to U.S.
Taxpayers.  No grant of a phantom stock unit Award to an
individual who is then subject to the requirements of Section 409A of the
Code shall be made under the Plan unless the Award, by its terms, is exempt from
Section 409A of the Code or otherwise complies with
Section 409A.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


     

     

    ARTICLE
III.

    Miscellaneous

     

    3.1.           Amendment
of the Plan; Modification of Awards

     

    (a)           Amendment of the
Plan.  The Board may from time to time suspend, discontinue,
revise or amend the Plan in any respect whatsoever, except that no such
amendment shall materially impair any rights or materially increase any
obligations under any Award theretofore made under the Plan without the consent
of the grantee (or, upon the grantee’s death, the person having the right to
exercise the Award).  For purposes of this Section 3.1, any
action of the Board that in any way alters or affects the tax treatment of any
Award shall not be considered to materially impair any rights of any
grantee.

     

    (b)           Stockholder Approval
Requirement.  The Company is a “foreign private issuer” as
defined in the rules of the SEC.  Unless the Company continues to be a
“foreign private issuer,” stockholder approval shall be required with respect to
any amendment to the Plan that (i) expands the types of Awards available
under the Plan, (ii) materially increases the number of shares which may be
issued under the Plan, except as permitted pursuant to Section 1.5(c),
(iii) materially increases the benefits to participants under the Plan,
including any material change to (A) permit, or that has the effect of, a
“re-pricing” of any outstanding Award, (B) reduce the price at which shares
or options to purchase shares may be offered or (C) extends the duration of
the Plan or (iv) materially expands the class of persons eligible to
receive Awards under the Plan.

     

    (c)           Modification of
Awards.  The Administrator may cancel any Award under the
Plan.  The Administrator also may amend any outstanding Award
Agreement, including, without limitation, by amendment which would:
(i) accelerate the time or times at which the Award becomes unrestricted,
vested or may be exercised; (ii) waive or amend any goals, restrictions or
conditions set forth in the Award Agreement; or (iii) waive or amend the
operation of Section 2.4, 2.6(e) or 2.7(c) with respect to the termination
of the Award upon termination of employment or consultancy/service relationship
or dismissal from the Board.  However, any such cancellation or
amendment that materially impairs the rights or materially increases the
obligations of a grantee under an outstanding Award shall be made only with the
consent of the grantee (or, upon the grantee’s death, the person having the
right to exercise the Award).  In making any modification to an Award
(e.g., an
amendment resulting in a direct or indirect reduction in the Exercise Price or a
waiver or modification under Section 2.4(f), 2.6(e) or 2.7(c)), the
Administrator may consider the implications under Section 409A of the Code from
such modification.

     

    3.2.           Consent
Requirement

     

    (a)           No Plan Action Without
Required Consent.  If the Administrator shall at any time
determine that any Consent (as defined below) is necessary or desirable as a
condition of, or in connection with, the granting of any Award under the Plan,
the issuance or purchase of shares or other rights thereunder, or the taking of
any other action thereunder (each such action being hereinafter referred to as a
“Plan Action”), then such Plan Action shall not be taken, in whole or in part,
unless and until such Consent shall have been effected or obtained to the full
satisfaction of the Administrator.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


     

    (b)           Consent
Defined.  The term “Consent” as used herein with respect to any
Plan Action means (i) any and all listings, registrations or qualifications
in respect thereof upon any securities exchange or under any federal, state or
local law, rule or regulation, (ii) any and all written agreements and
representations by the grantee with respect to the disposition of shares, or
with respect to any other matter, which the Administrator shall deem necessary
or desirable to comply with the terms of any such listing, registration or
qualification or to obtain an exemption from the requirement that any such
listing, qualification or registration be made and (iii) any and all
consents, clearances and approvals in respect of a Plan Action by any
governmental or other regulatory bodies.

     

    3.3.           Nonassignability

     

    Except as
provided in Section 2.4(e), 2.5, 2.6(d), 2.7(e) or 2.9(c), (a) no
Award or right granted to any person under the Plan or under any Award Agreement
shall be assignable or transferable other than by will or by the laws of descent
and distribution and (b) all rights granted under the Plan or any Award
Agreement shall be exercisable during the life of the grantee only by the
grantee or the grantee’s legal representative or the grantee’s permissible
successors or assigns (as authorized and determined by the
Administrator).  All terms and conditions of the Plan and the
applicable Award Agreements will be binding upon any permitted successors or
assigns.

     

    3.4.           Taxes

     

    (a)           Withholding.  A
grantee or other Award holder under the Plan shall be required to pay, in cash,
to the Company, and the Company and Affiliates shall have the right and are
hereby authorized to withhold from any Award, from any payment due or transfer
made under any Award or under the Plan or from any compensation or other amount
owing to such grantee or other Award holder, the amount of any applicable
withholding taxes in respect of an Award, its grant, its exercise, its vesting,
or any payment or transfer under an Award or under the Plan, and to take such
other action as may be necessary in the opinion of the Company to satisfy all
obligations for payment of such taxes.  Whenever shares of Common
Stock are to be delivered pursuant to an Award under the Plan, with the approval
of the Administrator, which the Administrator shall have sole discretion whether
or not to give, the grantee may satisfy the foregoing condition by electing to
have the Company withhold from delivery shares having a value equal to the
amount of minimum tax required to be withheld.  Such shares shall be
valued at their Fair Market Value as of the date on which the amount of tax to
be withheld is determined.  Fractional share amounts shall be settled
in cash.  Such a withholding election may be made with respect to all
or any portion of the shares to be delivered pursuant to an Award as may be
approved by the Administrator in its sole discretion.

     

    (b)           Liability for
Taxes.  Grantees and holders of Awards are solely responsible
and liable for the satisfaction of all taxes and penalties that may arise in
connection with Awards (including, without limitation, any taxes arising under
Section 409A of the Code) and the Company shall not have any obligation to
indemnify or otherwise hold any such person harmless from any or all of such
taxes.  The Administrator shall have the discretion to organize any
deferral program, to require deferral election forms, and to grant or,
notwithstanding anything to the contrary in the Plan or any Award Agreement, to
unilaterally modify any Award in a manner that (i) conforms with the
requirements of Section 409A of the Code (to the extent applicable),
(ii) voids any participant election to the extent it would violate
Section 409A of the Code (to the extent applicable) and (iii) for any
distribution event or election that could be expected to violate

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Section 409A
of the Code, make the distribution only upon the earliest of the first to occur
of a "permissible distribution event" within the meaning of Section 409A of
the Code or a distribution event that the participant elects in accordance with
Section 409A of the Code.  Notwithstanding anything to the
contrary contained in the Plan or in any Award Agreement, to the extent the
Administrator determines that the Plan or any Award is subject to
Section 409A of the Code and fails to comply with the requirements of
Section 409A of the Code, the Administrator reserves the right to amend or
terminate the Plan and/or amend, restructure, terminate or replace the Award in
order to cause the Award to either not be subject to Section 409A of the
Code or to comply with the applicable provisions of such section.  The
Administrator shall have the sole discretion to interpret the requirements of
the Code, including, without limitation, Section 409A, for purposes of the
Plan and all Awards.

     

    3.5.           Change
in Control

     

    (a)           Change in Control
Defined.  For purposes of the Plan, “Change in Control” shall
mean the occurrence of any of the following:

     

    (i)           any
“person” (as defined in Section 13(d)(3) of the Securities Exchange Act of
1934, as amended (the “1934 Act”)), corporation or other entity (other than
(A) the Company, (B) any trustee or other fiduciary holding securities
under an employee benefit plan of the Company or an Affiliate, (C) any
company or other entity owned, directly or indirectly, by the holders of the
voting stock of the Company in substantially the same proportions as their
ownership of the aggregate voting power of the capital stock ordinarily entitled
to elect directors of the Company or (D) any entity which Aristides J.
Pittas or the Pittas family directly or indirectly “controls” (as defined in
Rule 12b-2 under the 1934 Act)) acquires “beneficial ownership” (as
defined in Rule 13d-3 under the 1934 Act), directly or indirectly, of
more than 50% of the aggregate voting power of the capital stock ordinarily
entitled to elect directors of the Company;

     

    (ii)           the
sale of all or substantially all the Company’s assets in one or more related
transactions to any “person” (as defined in Section 13(d)(3) of the 1934
Act), other than such a sale (A) to a Subsidiary which does not involve a
change in the equity holdings of the Company, (B) to an entity which
Aristides J. Pittas or the Pittas family directly or indirectly controls or
(C) to an entity which has acquired all or substantially all the Company’s
assets (any such entity described in clause (A), (B) or (C), the “Acquiring
Entity”) if, immediately following such sale, 50% or more of the aggregate
voting power of the capital stock ordinarily entitled to elect directors of the
Acquiring Entity (or, if applicable, the ultimate parent entity that directly or
indirectly has beneficial ownership of more than 50% of the aggregate voting
power of the capital stock ordinarily entitled to elect directors of the
Acquiring Entity) is beneficially owned by the holders of the voting stock of
the Company, and such voting power among the persons who were holders of the
voting stock of the Company immediately prior to such sale is, immediately
following such sale, held in substantially the same proportions as the aggregate
voting power of the capital stock ordinarily entitled to elect directors of the
Company immediately prior to such sale;

     

    (iii)           any
merger, consolidation, reorganization or similar event of the Company or any
Subsidiary as a result of which the holders of the voting stock of the Company
immediately prior to such merger, consolidation, reorganization or similar event
do not directly or indirectly hold 50% or more of the aggregate voting power of
the capital stock of the surviving entity (or, if applicable, the ultimate
parent entity that directly or indirectly has beneficial ownership of more than
50% of the aggregate voting power of the capital stock ordinarily entitled to
elect directors

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    of the
surviving entity) and such voting power among the persons who were holders of
the voting stock of the Company immediately prior to such sale is, immediately
following such sale, held in substantially the same proportions as the aggregate
voting power of the capital stock ordinarily entitled to elect directors of the
Company immediately prior to such sale;

     

    (iv)           the
approval by the Company’s stockholders of a plan of complete liquidation or
dissolution of the Company; or

     

    (v)           during
any period of 24 consecutive calendar months, individuals:

     

    (A)           who
were directors of the Company on the first day of such period, or

     

    (B)           whose
election or nomination for election to the Board was recommended or approved by
at least a majority of the directors then still in office who were directors of
the Company on the first day of such period, or whose election or nomination for
election were so approved,

     

    shall
cease to constitute a majority of the Board.

     

    Notwithstanding
the foregoing, for each Award subject to Section 409A of the Code, a Change
in Control shall be deemed to occur under this Plan with respect to such Award
only if a change in the ownership or effective control of the Company or a
change in the ownership of a substantial portion of the assets of the Company
shall also be deemed to have occurred under Section 409A, provided that such
limitation shall apply to such Award only to the extent necessary to avoid
adverse tax effects under Section 409A of the Code.

     

    (b)           Effect of a Change in
Control.  Unless the Administrator provides otherwise in a
Award Agreement, upon the occurrence of a Change in Control:

     

    (i)           notwithstanding
any other provision of this Plan, any Award then outstanding shall become fully
vested and any Award in the form of an option or stock appreciation right shall
be immediately exercisable;

     

    (ii)           to
the extent permitted by law and not otherwise limited by the terms of the Plan,
the Administrator may amend any Award Agreement in such manner as it deems
appropriate;

     

    (iii)           a
grantee who incurs a termination of employment or consultancy/service
relationship or dismissal from the Board for any reason, other than a
termination or dismissal “for Cause”, concurrent with or within one year
following the Change in Control may exercise any outstanding option or stock
appreciation right, but only to the extent that the grantee was entitled to
exercise the Award on the date of his or her termination of employment or
consultancy/service relationship or dismissal from the Board, until the earlier
of (A) the original expiration date of the Award and (B) the later of
(x) the date provided for under the terms of Section 2.4 without
reference to this Section 3.5(b)(iii) and (y) the first anniversary of
the grantee’s termination of employment or consultancy/service relationship or
dismissal from the Board.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


     

    (c)           Miscellaneous.  Whenever
deemed appropriate by the Administrator, any action referred to in
paragraph (b)(ii) of this Section 3.5 may be made conditional upon the
consummation of the applicable Change in Control transaction.

     

    3.6.           Operation
and Conduct of Business

     

    Nothing
in the Plan or any Award Agreement shall be construed as limiting or preventing
the Company or any Affiliate from taking any action with respect to the
operation and conduct of their business that they deem appropriate or in their
best interests, including any or all adjustments, recapitalizations,
reorganizations, exchanges or other changes in the capital structure of the
Company or any Affiliate, any merger or consolidation of the Company or any
Affiliate, any issuance of Company shares or other securities or subscription
rights, any issuance of bonds, debentures, preferred or prior preference stock
ahead of or affecting the Common Stock or other securities or rights thereof,
any dissolution or liquidation of the Company or any Affiliate, any sale or
transfer of all or any part of the assets or business of the Company or any
Affiliate, or any other corporate act or proceeding, whether of a similar
character or otherwise.

     

    3.7.           No
Rights to Awards

     

    No Key
Person or other person shall have any claim to be granted any Award under the
Plan.

     

    3.8.           Right
of Discharge Reserved

     

    Nothing
in the Plan or in any Award Agreement shall confer upon any grantee the right to
continue his or her employment with the Company or any of its Affiliates, his or
her consultancy/service relationship with the Company or any of its Affiliates,
or his or her position as a director of the Company or any of its Affiliates, or
affect any right that the Company or any of its Affiliates may have to terminate
such employment or consultancy/service relationship or service as a
director.

     

    3.9.           Non-Uniform
Determinations

     

    The
Administrator’s determinations and the treatment of Key Persons and grantees and
their beneficiaries under the Plan need not be uniform and may be made and
determined by the Administrator selectively among persons who receive, or who
are eligible to receive, Awards under the Plan (whether or not such persons are
similarly situated).  Without limiting the generality of the
foregoing, the Administrator shall be entitled, among other things, to make
non-uniform and selective determinations, and to enter into non-uniform and
selective Award Agreements, as to (a) the persons to receive Awards under
the Plan, (b) the types of Awards granted under the Plan, (c) the
number of shares to be covered by, or with respect to which payments, rights or
other matters are to be calculated with respect to, Awards and (d) the
terms and conditions of Awards.

     

    3.10.         Other
Payments or Awards

     

    Nothing
contained in the Plan shall be deemed in any way to limit or restrict the
Company from making any award or payment to any person under any other plan,
arrangement or understanding, whether now existing or hereafter in
effect.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


     

    3.11.         Headings

     

    Any
section, subsection, paragraph or other subdivision headings contained herein
are for the purpose of convenience only and are not intended to expand, limit or
otherwise define the contents of such subdivisions.

     

    3.12.         Effective
Date and Term of Plan

     

    (a)           Adoption; Stockholder
Approval.  The Plan was adopted by the Board on October 25,
2007,2007.  The Board may, but need not, make the granting of any
Awards under the Plan subject to the approval of the Company’s
stockholders.

     

    (b)           Termination of
Plan.  The Board may terminate the Plan at any
time.  All Awards made under the Plan prior to its termination shall
remain in effect until such Awards have been satisfied or terminated in
accordance with the terms and provisions of the Plan and the applicable Award
Agreements.  No Awards may be granted under the Plan following the
tenth anniversary of the date on which the Plan was adopted by the
Board.

     

    3.13.         Restriction
on Issuance of Stock Pursuant to Awards

     

    The
Company shall not permit any shares of Common Stock to be issued pursuant to
Awards granted under the Plan unless such shares of Common Stock are fully paid
and non-assessable under applicable law.  Notwithstanding anything to
the contrary in the Plan or any Award Agreement, at the time of the exercise of
any Award, at the time of vesting of any Award, at the time of payment of shares
of Common Stock in exchange for, or in cancellation of, any Award, or at the
time of grant of any unrestricted shares under the Plan, the Company and the
Administrator may, if either shall deem it necessary or advisable for any
reason, require the holder of an Award (a) to represent in writing to the
Company that it is the Award holder’s then-intention to acquire the shares with
respect to which the Award is granted for investment and not with a view to the
distribution thereof or (b) to postpone the date of exercise until such
time as the Company has available for delivery to the Award holder a prospectus
meeting the requirements of all applicable securities laws; and no shares shall
be issued or transferred in connection with any Award unless and until all legal
requirements applicable to the issuance or transfer of such shares have been
complied with to the satisfaction of the Company and the
Administrator.  The Company and the Administrator shall have the right
to condition any issuance of shares to any Award holder hereunder on such
person’s undertaking in writing to comply with such restrictions on the
subsequent transfer of such shares as the Company or the Administrator shall
deem necessary or advisable as a result of any applicable law, regulation or
official interpretation thereof, and all share certificates delivered under the
Plan shall be subject to such stop transfer orders and other restrictions as the
Company or the Administrator may deem advisable under the Plan, the applicable
Award Agreement or the rules, regulations and other requirements of the SEC, any
stock exchange upon which such shares are listed, and any applicable securities
or other laws, and certificates representing such shares may contain a legend to
reflect any such restrictions.  The Administrator may refuse to issue
or transfer any shares or other consideration under an Award if it determines
that the issuance or transfer of such shares or other consideration might
violate any applicable law or regulation or entitle the Company to recover the
same under Section 16(b) of the 1934 Act, and any payment tendered to
the Company by a grantee or other Award holder in connection with the exercise
of such Award shall be promptly refunded to the relevant grantee or other Award
holder.  Without limiting the generality of the foregoing, no Award
granted under the Plan shall be construed as an offer to sell securities of the
Company, and no such offer shall

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    be
outstanding, unless and until the Administrator has determined that any such
offer, if made, would be in compliance with all applicable requirements of any
applicable securities laws.

     

    3.14.         Requirement
of Notification of Election Under Section 83(b) of the Code

     

    If an
Award recipient, in connection with the acquisition of Company shares under the
Plan, makes an election under Section 83(b) of the Code (to include in
gross income in the year of transfer the amounts specified in Section 83(b)
of the Code), the grantee shall notify the Administrator of such election within
ten days of filing notice of the election with the U.S. Internal Revenue
Service, in addition to any filing and notification required pursuant to
regulations issued under Section 83(b) of the Code.

     

    3.15.         Severability

     

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

     

    3.16.         Governing
Law

     

    The Plan
will be construed and administered in accordance with the laws of the State of
New York, without giving effect to principles of conflict of
laws.