**Exhibit 10.1**

 

**Solomon Technologies, Inc.**

 

**2003 Stock Option Plan**

 

**Adopted July 31, 2003**

 

**Amended June 10, 2004**

 

1. **Purpose of the Plan**. The Solomon Technologies, Inc. 2003 Stock Option Plan (the “Plan”) is intended to advance the interests ofSolomon Technologies, Inc. (the “Company”) by inducing individuals, and eligible entities (as hereinafter provided) of outstanding ability and potential to join and remain with, or provide consulting or advisory services to, the Company,by encouraging and enabling eligible employees, non-employee Directors, consultants and advisors to acquire proprietary interests in the Company, and by providing the participating employees, non-employee Directors, consultants and advisors with anadditional incentive to promote the success of the Company. This is accomplished by providing for the granting of “Options”, which term as used herein includes both “Incentive Stock Options” and “Nonstatutory StockOptions” (as hereinafter defined) to employees, non-employee Directors, consultants and advisors. 

 

2. **Administration**. The Plan shall be administered by the Board of Directors of the Company (the “Board of Directors”) or by acommittee (the “Committee”) chosen by the Board of Directors. Except as herein specifically provided, the interpretation and construction by the Board of Directors or the Committee of any provision of the Plan or of any Option grantedunder it shall be final and conclusive. The receipt of Options by Directors, or any members of the Committee, shall not preclude their vote on any matters in connection with the administration or interpretation of the Plan. 

 

3. **Shares Subject to the Plan**. The stock subject to Optionsgranted under the Plan shall be shares of the Company’s Common Stock, par value $0.001 per share (the “Common Stock”), whether authorized but unissued or held in the Company’s treasury, or shares purchased from stockholdersexpressly for use under the Plan. The maximum number of shares of Common Stock which may be issued pursuant to Options granted under the Plan shall not exceed in the aggregate two million (2,000,000) shares, plus such number of Common Stock sharesissuable upon the exercise of Reload Options (as hereinafter defined) granted under the Plan, subject to adjustment in accordance with the provisions of Section 13 hereof. The Company shall at all times while the Plan is in force reserve such numberof shares of Common Stock as will be sufficient to satisfy the requirements of all outstanding Options granted under the Plan. In the event any Option granted under the Plan shall expire or terminate for any reason without having been exercised infull or shall cease for any reason to be exercisable in whole or in part, the un-purchased shares subject thereto shall again be available for Options under the Plan. 

 

4. **Participation**. The class of individual or entity that shall be eligible to receive Options under the Planshall be (a) with respect to Incentive Stock Options described in Section 6 hereof, all employees (including officers) of either the Company or any subsidiary corporation of the Company, and (b) with respect to Nonstatutory Stock Options describedin Section 7 hereof, all employees (including officers) and non-employee Directors of, or consultants and advisors to, either the Company or any subsidiary corporation of the Company; provided, however, that Nonstatutory Stock Options shall not begranted to any such consultants and advisors unless (i) bonafide services have been or are to be rendered by such consultant or advisor and (ii) such services are not in connection with the offer or sale of securities in a capitalraising transaction. For purposes of the Plan, for an entity to be an eligible entity, it must be included in the definition of “employee” for purposes of a Form S-8 Registration Statement filed under the Securities Act of 1933, as amended(the “Act”). The Board of Directors or the Committee, in its sole discretion, but subject to the provisions of the Plan, shall determine the employees and non-employee Directors of, and the consultants and advisors to, the Company and itssubsidiary corporations to whom Options shall be granted, and the number of shares to be covered by each Option, taking into account the nature of the employment or services rendered by the individuals or entities being considered, their annualcompensation, their present and potential contributions to the success of the Company, and such other factors as the Board of Directors or the Committee may deem relevant. 

5. **Stock Option Agreement**. Each Option granted under the Plan shall be authorized by theBoard of Directors or the Committee, and shall be evidenced by a Stock Option Agreement which shall be executed by the Company and by the individual or entity to whom such Option is granted. The Stock Option Agreement shall specify the number ofshares of Common Stock as to which any Option is granted, the period during which the Option is exercisable, the exercise price per share thereof, and such other terms and provisions not inconsistent with this Plan. 

 

6. **Incentive Stock Options**. The Board of Directors or theCommittee may grant Options under the Plan, which Options are intended to meet the requirements of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), and which are subject to the following terms and conditions andany other terms and conditions as may at any time be required by Section 422 of the Code (referred to herein as an “Incentive Stock Option”): 

 

(a) No Incentive Stock Option shall be granted to individuals other than employees of the Company or of a subsidiary corporation of the Company.

 

(b) Each Incentive Stock Option under the Plan must be grantedprior to the date which is ten (10) years from the date the Plan initially was adopted by the Board of Directors of the Company. 

 

(c) The exercise price of the shares of Common Stock subject to any Incentive Stock Option shall not be less than the fair market value of the CommonStock at the time such Incentive Stock Option is granted; provided, however, if an Incentive Stock Option is granted to an individual who owns, at the time the Incentive Stock Option is granted, more than ten percent (10%) of the total combinedvoting power of all classes of stock of the Company or of a parent or subsidiary corporation of the Company (a “Principal Stockholder”), the exercise price of the shares subject to the Incentive Stock Option shall be at least one hundredten percent (110%) of the fair market value of the Common Stock at the time the Incentive Stock Option is granted. 

 

(d) No Incentive Stock Option granted under the Plan shall be exercisable after the expiration of ten (10) years from the date of its grant. However, ifan Incentive Stock Option is granted to a Principal Stockholder, such Incentive Stock Option shall not be exercisable after the expiration of five (5) years from the date of its grant. Every Incentive Stock Option granted under the Plan shall besubject to earlier termination as expressly provided in Section 12 hereof. 

 

(e) For purposes of determining stock ownership under this Section 6, the attribution rules of Section 424(d) of the Code shall apply. 

 

(f) For purposes of the Plan, and except as otherwise provided herein, fair market value shall be determined by the Board ofDirectors or the Committee. If the Common Stock is listed on a national securities exchange or traded on the over-the-counter market, fair market value shall be the last sale price or, if not available, the closing bid price or, if not available,the high bid price of the Common Stock quoted on such exchange, or on the over-the-counter market as reported by The Nasdaq Stock Market (“Nasdaq”) or if the Common Stock is not listed on Nasdaq, then by the National Quotation Bureau,Incorporated, as the case may be, on the day immediately preceding the day on which the Option is granted or exercised, as the case may be, or, if there is no last sale or bid price on that day, the last sale price, closing bid price or high bidprice on the most recent day which precedes that day and for which such prices are available. 

 

7. **Nonstatutory Stock Options**. The Board of Directors or the Committee may grant Options under the Plan which are not intended to meet the requirements of Section 422 of the Code, as well as Optionswhich are intended to meet the requirements of Section 422 of the Code but the terms of which provide that they will not be treated as Incentive Stock Options (referred to herein as a “Nonstatutory Stock 

 

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Options”). Nonstatutory Stock Options which are not intended to meet those requirements shall be subject to thefollowing terms and conditions: 

 

(a) A Nonstatutory StockOption may be granted to any individual or entity eligible to receive an Option under the Plan pursuant to Section 4(b) hereof. 

 

(b) The exercise price of the shares of Common Stock subject to a Nonstatutory Stock Option shall be determined by the Board of Directors or theCommittee, in its sole discretion, at the time of the grant of the Nonstatutory Stock Option. 

 

(c) A Nonstatutory Stock Option granted under the Plan may be of such duration as shall be determined by the Board of Directors or the Committee (subject to earlier termination as expressly provided in Section 11hereof). 

 

8. **Reload Feature**. The Board ofDirectors or the Committee may grant Options with a reload feature. A reload feature shall only apply when the exercise price is paid by delivery of Common Stock (as set forth in Section 13(b)(ii)). The Stock Option Agreement for the Optionscontaining the reload feature shall provide that the Option holder shall receive, contemporaneously with the payment of the exercise price in shares of Common Stock, a reload stock option (the “Reload Option”) to purchase that number ofshares of Common Stock equal to the sum of (i) the number of shares of Common Stock used to exercise the Option, and (ii) with respect to Nonstatutory Stock Options, the number of shares of Common Stock used to satisfy any tax withholdingrequirement incident to the exercise of such Nonstatutory Stock Option. The terms of the Plan applicable to the Option shall be equally applicable to the Reload Option with the following exceptions: (i) the exercise price per share of Common Stockdeliverable upon the exercise of the Reload Option, (A) in the case of a Reload Option which is an Incentive Stock Option being granted to a Principal Stockholder, shall be one hundred ten percent (110%) of the fair market value of a share of CommonStock on the date of grant of the Reload Option and (B) in the case of a Reload Option which is an Incentive Stock Option being granted to a person other than a Principal Stockholder or is a Nonstatutory Stock Option, shall be the fair market valueof a share of Common Stock on the date of grant of the Reload Option; and (ii) the term of the Reload Option shall be equal to the remaining option term of the Option (including a Reload Option) which gave rise to the Reload Option. The ReloadOption shall be evidenced by an appropriate amendment to the Stock Option Agreement for the Option which gave rise to the Reload Option. In the event the exercise price of an Option containing a reload feature is paid by check and not in shares ofCommon Stock, the reload feature shall have no application with respect to such exercise. 

 

9. **Rights of Option Holders**. The holder of any Option granted under the Plan shall have none of the rights of a stockholder with respect to the stock covered by his Option until such stock shall betransferred to him upon the exercise of his Option. 

 

10.**Alternate Stock Appreciation Rights**. 

 

(a)Concurrently with, or subsequent to, the award of any Option to purchase one or more shares of Common Stock, the Board of Directors or the Committee may, in its sole discretion, subject to the provisions of the Plan and such other terms andconditions as the Board of Directors or the Committee may prescribe, award to the optionee with respect to each share of Common Stock covered by an Option (“Related Option”), a related alternate stock appreciation right (“SAR”),permitting the optionee to be paid the appreciation on the Related Option in lieu of exercising the Related Option. An SAR granted with respect to an Incentive Stock Option must be granted together with the Related Option. An SAR granted withrespect to a Nonstatutory Stock Option may be granted together with, or subsequent to, the grant of such Related Option. 

 

(b) Each SAR granted under the Plan shall be authorized by the Board of Directors or the Committee, and shall be evidenced by an SAR Agreement which shallbe executed by the Company and by the individual or entity to whom such SAR is granted. The SAR Agreement shall specify the period during which the SAR is exercisable, and such other terms and provisions not inconsistent with the Plan. 

 

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(c) An SAR may be exercised only if and to the extent that its Related Option is eligible to be exercisedon the date of exercise of the SAR. To the extent that a holder of an SAR has a current right to exercise, the SAR may be exercised from time to time by delivery by the holder thereof to the Company at its principal office (attention: Secretary) ofa written notice of the number of shares with respect to which it is being exercised. Such notice shall be accompanied by the agreements evidencing the SAR and the Related Option. In the event the SAR shall not be exercised in full, the Secretary ofthe Company shall endorse or cause to be endorsed on the SAR Agreement and the Related Option Agreement the number of shares which have been exercised thereunder and the number of shares that remain exercisable under the SAR and the Related Optionand return such SAR and Related Option to the holder thereof. 

 

(d) The amount of payment to which an optionee shall be entitled upon the exercise of each SAR shall be equal to one hundred percent (100%) of the amount, if any, by which the fair market value of a share of Common Stock on the exercisedate exceeds the exercise price per share of the Related Option; provided, however, the Company may, in its sole discretion, withhold from any such cash payment any amount necessary to satisfy the Company’s obligation for withholding taxes withrespect to such payment. 

 

(e) The amount payable by the Companyto an optionee upon exercise of an SAR may, in the sole determination of the Company, be paid in shares of Common Stock, cash or a combination thereof, as set forth in the SAR Agreement. In the case of a payment in shares, the number of shares ofCommon Stock to be paid to an optionee upon such optionee’s exercise of an SAR shall be determined by dividing the amount of payment determined pursuant to Section 10(d) hereof by the fair market value of a share of Common Stock on the exercisedate of such SAR. For purposes of the Plan, the exercise date of an SAR shall be the date the Company receives written notification from the optionee of the exercise of the SAR in accordance with the provisions of Section 10(c) hereof. As soon aspracticable after exercise, the Company shall either deliver to the optionee the amount of cash due such optionee or a certificate or certificates for such shares of Common Stock. All such shares shall be issued with the rights and restrictionsspecified herein. 

 

(f) SARs shall terminate or expire upon thesame conditions and in the same manner as the Related Options, and as set forth in Section 12 hereof. 

 

(g) The exercise of any SAR shall cancel and terminate the right to purchase an equal number of shares covered by the Related Option. 

 

(h) Upon the exercise or termination of any Related Option, the SAR withrespect to such Related Option shall terminate to the extent of the number of shares of Common Stock as to which the Related Option was exercised or terminated. 

 

(i) An SAR granted pursuant to the Plan shall be exercisable only by the optionee hereof during the optionee’s lifetime and, subject to theprovisions of Section 10(f) hereof. 

 

(j) An SAR grantedpursuant to the Plan shall not be assigned, transferred, pledged or hypothecated in any way (whether by operation of law or otherwise) and shall not be subject to execution, attachment, or similar process. Any attempted transfer, assignment, pledge,hypothecation, or other disposition of any SAR or of any rights granted thereunder contrary to the foregoing provisions of this Section 10(j), or the levy of any attachment or similar process upon an SAR or such rights, shall be null and void.

 

11. **Transferability**. No Option granted under thePlan shall be transferable by the individual or entity to whom it was granted otherwise than by will or the laws of descent and distribution, and, during the lifetime of such individual, shall not be exercisable by any other person, but only by him.

 

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12. **Termination of Employment or Death**. 

 

(a) Subject to the terms of the Stock Option Agreement, if the employment ofan employee by, or the services of a non-employee Director for, or consultant or advisor to, the Company or a subsidiary corporation of the Company shall be terminated for any reason, then the non-vested portion of his or its Option shall expireforthwith. Subject to the terms of the Stock Option Agreement, and except as provided in subsections (b) and (c) of this Section 12, if such employment or services shall terminate for any other reason, then such Option may be exercised at any timewithin three (3) months after such termination, subject to the provisions of subsection (d) of this Section 12. For purposes of this subsection (a), an employee, non-employee Director, consultant or advisor who leaves the employ or services of theCompany to become an employee or non-employee Director of, or a consultant or advisor to, a subsidiary corporation of the Company or a corporation (or subsidiary or parent corporation of the corporation) which has assumed the Option of the Companyas a result of a corporate reorganization or the like shall not be considered to have terminated his employment or services. 

 

(b) Subject to the terms of the Stock Option Agreement, if the holder of an Option under the Plan dies (i) while employed by, or while serving as anon-employee Director for or a consultant or advisor to, the Company or a subsidiary corporation of the Company, or (ii) within three (3) months after the termination of his employment or services, then such Option may, subject to the provisions ofsubsection (d) of this Section 12, be exercised by the estate of the employee or non-employee Director, consultant or advisor, or by a person who acquired the right to exercise such Option by bequest or inheritance or by reason of the death of suchemployee or non-employee Director, consultant or advisor at any time within one (1) year after such death. 

 

(c) Subject to the terms of the Stock Option Agreement, if the holder of an Option under the Plan ceases employment or services because of (i) permanentand total disability (within the meaning of Section 22(e)(3) of the Code) while employed by, or while serving as a non-employee Director for or consultant or advisor to, the Company or a subsidiary corporation of the Company, or (ii) retirementpursuant to a pension or retirement plan adopted by the Company or at the normal retirement date prescribed from time to time by the Company, then such Option may, subject to the provisions of subsection (d) of this Section 12, be exercised at anytime within one (1) year after his termination of employment, termination of Directorship or termination of consulting or advisory services, as the case may be, due to the disability or retirement. 

 

(d) An Option may not be exercised pursuant to this Section 12 except to theextent that the holder was entitled to exercise the Option at the time of termination of employment, termination of Directorship, termination of consulting or advisory services, or death, and in any event may not be exercised after the expiration ofthe Option. 

 

(e) For purposes of this Section 12, theemployment relationship of an employee of the Company or of a subsidiary corporation of the Company will be treated as continuing intact while he is on military or sick leave or other bona fide leave of absence (such as temporary employment by theGovernment) if such leave does not exceed ninety (90) days, or, if longer, so long as his right to reemployment is guaranteed either by statute or by contract. 

 

13. **Exercise of Options**. 

 

(a) Unless otherwise provided in the Stock Option Agreement, any Option granted under the Plan shall be exercisable in whole at any time, or in part fromtime to time, prior to expiration. The Board of Directors or the Committee, in its absolute discretion, may provide in any Stock Option Agreement that the exercise of any Options granted under the Plan shall be subject (i) to such condition orconditions as it may impose, including, but not limited to, a condition that the holder thereof remain in the employ or service of, or continue to provide consulting or advisory services to, the Company or a subsidiary corporation of the Company forsuch period or periods from the date of grant of the Option as the Board of Directors or the Committee, in its absolute discretion, shall determine; and (ii) to such limitations as it may impose, including, but not limited to, a limitation that theaggregate fair market value 

 

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of the Common Stock with respect to which Incentive Stock Options are exercisable for the first time by any employeeduring any calendar year (under all plans of the Company and its parent and subsidiary corporations) shall not exceed one hundred thousand dollars ($100,000). In addition, in the event that under any Stock Option Agreement the aggregate fair marketvalue of the Common Stock with respect to which Incentive Stock Options are exercisable for the first time by any employee during any calendar year (under all plans of the Company and its parent and subsidiary corporations) exceeds one hundredthousand dollars ($100,000), the Board of Directors or the Committee may, when shares are transferred upon exercise of such Options, designate those shares which shall be treated as transferred upon exercise of an Incentive Stock Option and thoseshares which shall be treated as transferred upon exercise of a Nonstatutory Stock Option. 

 

(b) An Option granted under the Plan shall be exercised by the delivery by the holder thereof to the Company at its principal office (attention of the Secretary) of written notice of the number of shares with respectto which the Option is being exercised. Such notice shall be accompanied, or followed within three (3) days of delivery thereof, by payment of the full exercise price of such shares, and payment of such exercise price shall be made by theholder’s delivery of (i) his check payable to the order of the Company, (ii) previously acquired Common Stock, the fair market value of which shall be determined as of the date of exercise, (iii) by “cash-less” exercise, if cash-lessexercise is otherwise permitted by the Stock Option Agreement, or (iv) by the holder’s delivery of any combination of the foregoing (i), (ii) and (iii). 

 

14. **Adjustment Upon Change in Capitalization**. 

 

(a) In the event that the outstanding Common Stock is hereafter changed by reason of reorganization, merger, consolidation, recapitalization,reclassification, stock split-up, combination of shares, reverse split, stock dividend or the like, an appropriate adjustment shall be made by the Board of Directors or the Committee in the aggregate number of shares available under the Plan, in thenumber of shares and exercise price per share subject to outstanding Options, and in any limitation on exerciseability referred to in Section 13(a)(ii) hereof which is set forth in outstanding Incentive Stock Options. If the Company shall bereorganized, consolidated, or merged with another corporation, the holder of an Option shall be entitled to receive upon the exercise of his Option the same number and kind of shares of stock or the same amount of property, cash or securities as hewould have been entitled to receive upon the happening of any such corporate event as if he had been, immediately prior to such event, the holder of the number of shares covered by his Option; provided, however, that in such event the Board ofDirectors or the Committee shall have the discretionary power to take any action necessary or appropriate to prevent any Incentive Stock Option granted hereunder which is intended to be an “incentive stock option” from being disqualifiedas such under the then existing provisions of the Code or any amendment thereto. 

 

(b) Any adjustment in the number of shares shall apply proportionately to only the unexercised portion of the Option granted hereunder. If fractions of a share would result from any such adjustment, the adjustmentshall be revised to the next lower whole number of shares. 

 

15.**Further Conditions of Exercise**. 

 

(a) Unlessprior to the exercise of the Option the shares issuable upon such exercise have been registered with the Securities and Exchange Commission pursuant to the Act, the notice of exercise shall be accompanied by a representation or agreement of theperson or estate exercising the Option to the Company to the effect that such shares are being acquired for investment purposes and not with a view to the distribution thereof, and such other documentation as may be required by the Company, unlessin the opinion of counsel to the Company such representation, agreement or documentation is not necessary to comply with such Act. 

 

(b) The Company shall not be obligated to deliver any Common Stock until it has been listed on each securities exchange or market on which the CommonStock may then be listed or until there has been qualification under or compliance with such federal or state laws, rules or regulations as the Company may deem applicable. 

 

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16. **Effectiveness of the Plan**. The Plan was adopted on by the Board of Directors on July31, 2003, and shall be effective on said date, provided the Plan is approved by the stockholders of the Company in accordance with the requirements of the Internal Revenue Code and the Delaware General Corporation Law within twelve (12) months ofsaid date. Options may be granted, but may not be exercised, prior to the date of such stockholder approval. 

 

17. **Termination, Modification and Amendment**. 

 

(a) The Plan (but not the Options or SARs granted pursuant to the Plan) shall terminate on a date within ten (10) years from the date of its adoption bythe Board of Directors of the Company, or sooner as hereinafter provided, and no Option shall be granted after termination of the Plan. 

 

(b) The Board of Directors may at any time, on or before the termination date referred to in Section 17(a) hereof, terminate the Plan, or from time totime make such modifications or amendments to the Plan as it may deem advisable; provided, however, that the Board of Directors shall not, without approval by the affirmative vote of the holders of a majority of the outstanding shares of capitalstock of the Company present at a meeting of shareholders and entitled to vote thereon (or, in the case of action by written consent, a majority of the outstanding shares of capital stock of the Company entitled to vote thereon), increase (except asotherwise provided by Section 14 hereof) the maximum number of shares as to which Incentive Stock Options may be granted hereunder, change the designation of the employees or class of employees eligible to receive Incentive Stock Options, or makeany other change which would prevent any Incentive Stock Option granted hereunder which is intended to be an “incentive stock option” from disqualifying as such under the then existing provisions of the Code or any law amendatory thereofor supplemental thereto. 

 

(c) No termination, modification, oramendment of the Plan may, without the consent of the individual or entity to whom any Option shall have been granted, adversely affect the rights conferred by such Option. 

 

18. **Not a Contract of Employment**. Nothing contained in the Plan or in any Stock Option Agreement executedpursuant hereto shall be deemed to confer upon any individual or entity to whom an Option is or may be granted hereunder any right to remain in the employ or service of the Company or a subsidiary corporation of the Company or any entitlement to anyremuneration or other benefit pursuant to any consulting or advisory arrangement. 

 

19. **Rule 16b-3.** During any time when the Company has a class of equity security registered under Section 12 of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) it is theintent of the Company that Grants pursuant to the Plan and the exercise of Options and SARs granted hereunder will qualify for the exemption provided by Rule 16b-3 under the Exchange Act. To the extent that any provision of the Plan or action by theBoard of Directors or Committee does not comply with the requirements of Rule 16b-3, it shall be deemed inoperative to the extent permitted by law and deemed advisable by the Board, and shall not affect the validity of the Plan. In the event thatRule 16b-3 is revised or replaced, the Board of Directors or Committee may exercise its discretion to modify this Plan in any respect necessary to satisfy the requirements of, or to take advantage of any features of, the revised exemption or itsreplacement. 

 

20. **Use of Proceeds**. The proceedsfrom the sale of shares pursuant to Options granted under the Plan shall constitute general funds of the Company. 

 

21. **Indemnification of Board of Directors or Committee**. In addition to such other rights of indemnification as they may have, the members ofthe Board of Directors or the Committee, as the case may be, shall be indemnified by the Company to the extent permitted under applicable law against all costs and expenses reasonably incurred by them in connection with any action, suit, orproceeding to which they or any of them may be a party by reason of any action taken or failure to act under or in connection with the 

 

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Plan or any rights granted thereunder and against all amounts paid by them in settlement thereof or paid by them insatisfaction of a judgment of any such action, suit or proceeding, except a judgment based upon a finding of bad faith. Upon the institution of any such action, suit, or proceeding, the member or members of the Board of Directors or the Committee,as the case may be, shall notify the Company in writing, giving the Company an opportunity at its own cost to defend the same before such member or members undertake to defend the same on his or their own behalf. 

 

22. **Definitions**. For purposes of the Plan, the terms“parent corporation” and “subsidiary corporation” shall have the meanings set forth in Sections 424(e) and 424(f) of the Code, respectively, and the masculine shall include the feminine and the neuter as the context requires.

 

23. **Governing Law**. The Plan shall be governedby, and all questions arising hereunder shall be determined in accordance with, the laws of the State of Delaware. 

 

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