coalogix
        INC.

       

      2008
        STOCK option PLAN

       

      (As
        Amended and Restated Effective July 29, 2008)

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      COALOGIX
        INC.

       

      2008
        STOCK oPTION PLAN

      


      (As
        Amended and Restated Effective July 29, 2008)

       

      1. Definitions

       

      In
        addition to other terms defined herein, the following terms shall have the
        meanings given below:

       

      (a) Administrator
        means
        the Board, and, upon its delegation of all or part of its authority to
        administer the Plan to the Committee, the Committee.

       

      (b) Affiliate
        means
        any Subsidiary of the Corporation or any other business entity which is
        controlled by the Corporation; provided, however, that the term "Affiliate"
        shall not include any Parent of the Corporation and shall be construed in
        a
        manner in accordance with the registration provisions of applicable federal
        securities laws and as permitted by Code Section 409A (if and to the extent
        applicable).

       

      (c) Applicable
        Law
        or
Applicable
        Laws
        means
        any applicable laws, rules or regulations (or similar guidance), including
        but
        not limited to the Securities Act, the Exchange Act and the Code.

       

      (d) Board
        or
Board
        of Directors
        means
        the Board of Directors of the Corporation.

       

      (e) Cause
        shall
        mean one or more of following acts by a Participant: (i) such Participant's
        breach of (A) any material provision of such Participant's employment agreement,
        or (B) any stockholders, confidentiality or noncompetition agreement with
        the
        Corporation or any Subsidiary; (ii) any intentional act or intentional omission
        by such Participant that causes, or is likely to cause, material harm to
        the
        Corporation or any Subsidiary or its business reputation; (iii) such
        Participant's dishonesty, fraud, gross negligence or willful misconduct related
        to Participant's performance of his or her duties to the Corporation or any
        Subsidiary; (iv) such Participant's conviction of, or such Participant's
        entry
        of a plea of guilty or no contest to, a felony (other than for motor vehicle
        offenses the effect of which do not materially impair a Participant's
        performance of his or her duties), or such Participant's arrest or indictment
        for a felony or crime of moral turpitude (other than for motor vehicle offenses
        the effect of which do not materially impair a Participant's performance
        of his
        or her duties) related to Participant's performance of his or her duties;
        (v)
        such Participant's repeated use of drugs or alcohol that in the reasonable
        determination of the Board interferes with the performance by the Participant
        of
        his or her duties and that is not cured within forty-five (45) days by the
        Participant taking action reasonably requested by the Board in writing to
        address the issue; and (vi) such Participant's willful and continued failure
        (A)
        to follow the direction (consistent with such Participant's duties) of the
        President and Chief Executive Officer of the Corporation, the Board or any
        other
        Participant to whom such Participant reports, (B) to perform substantially
        his
        or her duties to the Corporation or any Subsidiary or (C) to follow the written
        policies, procedures and rules of the Corporation or any Subsidiary for which
        such Participant works, in each case if such failure is not cured within
        ten
        (10) days after a written demand is delivered to such Participant by the
        Board
        or the President of either the Corporation or the Subsidiary for which such
        Participant works that specifically identifies the manner in which the Board
        believes that such Participant has not met his or her obligations hereunder;
        provided,
        however,
        that
        for purposes of this clause (vi), no act or failure to act on the part of
        a
        Participant shall be considered "willful" unless it is done or omitted to
        be
        done by such Participant in bad faith or without reasonable belief that such
        Participant's action or omission was in the best interests of the Corporation.
        Any act or failure to act based upon authority given pursuant to a resolution
        duly adopted by the Board or based upon the advice of counsel for the
        Corporation shall be conclusively presumed to be done or omitted to be done
        by
        such Participant in good faith and in the best interest of the Corporation.
        The
        termination of employment of a Participant shall not be deemed to be for
        "Cause"
        unless the Participant is notified prior to such termination of employment
        that
        such termination is for Cause. The determination of "Cause" shall be made
        by the
        Administrator and its determination shall be final and conclusive. Without
        in
        any way limiting the effect of the foregoing, for purposes of the Plan and
        an
        Option, a Participant's employment or service shall be deemed to have terminated
        for Cause if, after the Participant's employment or service has terminated,
        facts and circumstances are discovered that would have justified, in the
        opinion
        of the Administrator, a termination for Cause. 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      (f) A
        Change
        of Control
        shall
        (except as may be otherwise provided in an individual Option Agreement or
        as may
        be otherwise required, if at all, pursuant to Code Section 409A) mean the
        occurrence of any of the following events with respect to the
        Corporation:

       

      (i) The
        acquisition of Voting Securities of the Corporation by any person (other
        than a
        stockholder of the Corporation on the Effective Date) immediately after which
        such person has beneficial ownership of more than 50% of the combined voting
        power (determined on an "as converted" common stock equivalent basis) of
        the
        Corporation's then outstanding Voting Securities;

       

      (ii) A
        merger,
        consolidation or reorganization involving the Corporation, unless:

       

      (A) the
        stockholders of the Corporation, immediately before such merger, consolidation
        or reorganization, own, directly or indirectly, immediately following such
        merger, consolidation or reorganization, at least a majority of the combined
        voting power (determined on an "as converted" common stock equivalent basis)
        of
        the outstanding Voting Securities of the corporation resulting from such
        merger
        or consolidation or reorganization (the "Surviving
        Corporation"); and

       

      (B) the
        individuals who were members of the Board immediately prior to the execution
        of
        the agreement providing for such merger, consolidation or reorganization
        constitute at least a majority of the members of the board of directors of
        the
        Surviving Corporation; or

       

      (iii) The
        sale
        or other disposition of all or substantially all of the assets of the
        Corporation (defined as a sale of assets of the Corporation representing
        more
        than 40% of the Fair Market Value of the total assets held by the Corporation)
        to any person (other than a transfer to a Subsidiary).

       

      (iv) Notwithstanding
        the foregoing, a Non-Control Acquisition shall not constitute a Change of
        Control.

       

      Except
        as
        provided in Section 1(f)(iii) above, in no event shall a Change of Control
        of a
        Subsidiary constitute a Change of Control of the Corporation.

       

      
        
          
          

        

        
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      (For
        the
        purposes herein, the term "person" shall mean any individual, corporation,
        partnership, group, association or other person, as such term is defined
        in
        Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, other than the
        Corporation, a subsidiary of the Corporation or any employee benefit plan(s)
        sponsored or maintained by the Corporation or any subsidiary thereof, and
        the
        term "beneficial owner" shall have the meaning given the term in Rule 13d-3
        under the Exchange Act.)

       

      The
        Administrator shall have full and final authority, in its discretion, to
        determine whether a Change of Control of the Corporation has occurred, the
        date
        of the occurrence of such Change of Control and any incidental matters relating
        thereto.

       

      (g) Common
        Stock
        means
        the Common Stock of CoaLogix Inc., or any successor securities thereto. Shares
        of Common Stock may be issuable under the Plan.

       

      (h) Code
        means
        the Internal Revenue Code of 1986, as amended. Any reference herein to a
        specific Code section shall be deemed to include all related regulations
        or
        other guidance with respect to such Code section.

       

      (i) Committee
        means
        the Compensation Committee of the Board or other committee of the Board which
        may be appointed to administer the Plan in whole or in part.

       

      (j) Corporation
        means
        CoaLogix Inc., a Delaware corporation, together with any successor
        thereto.

       

      (k) Director
        means a
        member of the Board or of the board of directors of an Affiliate.

       

      (l) Disability
        shall,
        except as may be otherwise determined by the Administrator (taking into account
        any Code Section 409A considerations), as applied to any Participant, have
        the
        meaning given in any Option Agreement, employment agreement, consulting
        agreement or other similar material agreement, if any, to which the Participant
        is a party, or, if there is no such agreement (or if such agreement does
        not
        define disability), "Disability" shall mean the inability of the Participant
        to
        engage in any substantial gainful activity by reason of any medically
        determinable physical or mental impairment which can be expected to result
        in
        death, or which has lasted or can be expected to last for a continuous period
        of
        not less than 12 months. The Administrator shall have sole authority to
        determine if a Disability has occurred. 

       

      (m) Effective
        Date
        means
        the effective date of the Plan, as provided in Section 4.

       

      (n) Employee
        means
        any person who is an employee of the Corporation or any Affiliate (including
        entities which become Affiliates after the Effective Date of the Plan). For
        this
        purpose, an individual shall be considered to be an Employee only if there
        exists between the individual and the Corporation or an Affiliate the legal
        and
        bona fide relationship of employer and employee (taking into account any
        Code
        Section 409A considerations); provided, however, that, with respect to Incentive
        Options, "Employee" means any person who is considered an employee of the
        Corporation or Subsidiary for purposes of Treas. Reg. Section 1.421-1(h)
        (or any
        successor provision related thereto).

       

      (o) Exchange
        Act
        means
        the Securities Exchange Act of 1934, as amended.


      
        
          
          

        

        
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      (p) Fair Market Value
        of any
        asset other than cash or securities required to be valued under this Plan
        means
        the fair market value thereof at the time of such determination, as determined
        in good faith by the Administrator based on all relevant available facts,
        which
        may include among other things the opinions of independent valuation experts
        as
        to value. The Fair Market Value of the Common Stock or any other securities
        as
        of a date of determination means the following:

       

      (i) Stock
        Listed and Shares Traded.
        If the
        Common Stock or other securities are listed and traded on a national securities
        exchange (as such term is defined by the Exchange Act) (including but not
        limited to the NASDAQ Stock Market) on the date of determination, the Fair
        Market Value per share shall be the average of the closing prices of the
        securities on such national securities exchange for the ten (10) trading
        day
        period ending three (3) trading days prior to the date of determination.
        If the
        Common Stock or other securities are traded in the over-the-counter market,
        the
        Fair Market Value per share shall be the average of the closing bid and asked
        prices on the date of determination.

       

      (ii) Stock
        Listed But No Shares Traded.
        If the
        Common Stock or other securities are listed on a national securities exchange
        (including but not limited to the NASDAQ Stock Market), but no shares of
        the
        Common Stock or other securities are traded on the date of determination
        but
        there were shares traded on dates within a reasonable period before the date
        of
        determination, the Fair Market Value shall be the closing price of the Common
        Stock or other securities on the most recent date before the date of
        determination. If the Common Stock or other securities are regularly traded
        in
        the over-the-counter market but no shares of the Common Stock or other
        securities are traded on the date of determination (or if records of such
        trades
        are unavailable or burdensome to obtain) but there were shares traded on
        dates
        within a reasonable period before the date of determination, the Fair Market
        Value shall be the average of the closing bid and asked prices of the Common
        Stock or other securities on the most recent date before the date of
        determination.

       

      (iii) Stock
        Not Listed.
        If the
        common stock or other securities are not listed on a national securities
        exchange (including but not limited to the NASDAQ Stock Market) and are not
        regularly traded in the over-the-counter market, then the Administrator shall
        determine the Fair Market Value of the Common Stock or other securities based
        on
        all relevant available facts, which may include among other things the average
        of the closing bid and ask prices reflected in the over-the-counter market
        on a
        date within a reasonable period either before or after the date of
        determination, or opinions of independent valuation experts as to value and
        may
        take into account any recent sales and purchases of such Common Stock or
        other
        securities to the extent they are representative. 

       

      (iv) Notwithstanding
        the foregoing, (A) with respect to the grant of Incentive Options, the Fair
        Market Value shall be determined by the Administrator in accordance with
        the
        applicable provisions of Section 20.2031-2 of the Federal Estate Tax
        Regulations, or in any other manner consistent with the Code Section 422;
        and
        (B) Fair Market Value shall be determined in accordance with Code Section
        409A
        if and to the extent required.

       

      (q) Incentive
        Option
        means an
        Option that is designated by the Administrator as an Incentive Option pursuant
        to Section 7 and intended to meet the requirements of incentive stock options
        under Code Section 422.

       

      
        
          
          

        

        
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      (r) Independent
        Contractor
        means an
        independent contractor, consultant or advisor providing services to the
        Corporation or an Affiliate.

       

      (s) Non-Control
        Acquisition
        means an
        acquisition of Voting Securities by an employee benefit plan (or a trust
        forming
        a part thereof) maintained by the Corporation or any Subsidiary.

       

      (t) Nonqualified
        Option
        means an
        Option granted under Section 7 that is not intended to qualify as an incentive
        stock option under Code Section 422.

       

      (u) Option
        means an
        Incentive Option or Nonqualified Option granted under Section 7 that entitles
        the holder to purchase from the Corporation a stated number of shares of
        Common
        Stock at the Option Price, and subject to such terms and conditions, as may
        be
        set forth in the Plan or Option Agreement or established by the
        Administrator.

       

      (v) Option
        Agreement
        means an
        Option agreement (including any amendment or supplement thereto) between
        the
        Corporation and a Participant specifying the terms, conditions and restrictions
        of an Option granted to the Participant. An Option Agreement may also state
        such
        other terms, conditions and restrictions, including but not limited to terms,
        conditions and restrictions applicable to shares of Common Stock or any other
        benefit underlying an Option, as may be established by the
        Administrator.

       

      (w) Option
        Period
        means
        the term of an Option, as provided in Section 7(d).

       

      (x) Option
        Price
        means
        the price at which an Option may be exercised, as provided in Section
        7(b).

       

      (y) Parent
        means a
        "parent corporation," whether now or hereafter existing, as defined in Code
        Section 424(e). 

       

      (z) Participant
        means an
        Employee employed by, or a Director or an Independent Contractor providing
        services to, the Corporation or an Affiliate who satisfies the requirements
        of
        Section 6 and is selected by the Administrator to receive an Option under
        the
        Plan.

       

      (aa) Plan
        means
        the CoaLogix Inc. 2008 Stock Option Plan, as amended and restated effective
        July
        29, 2008, and as it may be hereafter amended and/or restated.

       

      (bb) Retirement
        shall,
        as applied to any Participant, have the meaning given in any Option Agreement,
        employment agreement, consulting agreement or other similar material agreement,
        if any, to which the Participant is a party, or, if there is no such agreement
        (or if any such agreement does not define retirement), "Retirement" shall
        mean
        retirement in accordance with the retirement policies and procedures established
        by the Corporation, as determined by the Administrator in its sole discretion
        (taking into account any Code Section 409A considerations). 

       

      (cc) SCR
        Tech
        means
        SCR Tech, LLC, a North Carolina limited liability company and a Subsidiary
        of
        the Corporation.

       

      (dd) Securities
        Act
        means
        the Securities Act of 1933, as amended.

       

      
        
          
          

        

        
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      (ee) Stockholders'
        Agreement
        means
        that certain Coalogix
        Inc. Stockholders' Agreement by and between the Corporation and certain
        stockholders or option holders, as it may be hereafter amended and/or restated.
        

       

      (ff) Subsidiary
        means a
        "subsidiary corporation," whether now or hereafter existing, as defined in
        Code
        Section 424(f).

       

      (gg) Termination
        Date
        means
        the date of termination of a Participant's employment or service for any
        reason,
        as determined by the Administrator or its designee in its or his discretion.
        

       

      (hh) Voting
        Securities
        means
        securities of a corporation that have the power to vote generally for the
        election of directors.

       

      2. Purpose

       

      The
        purpose of the Plan is to encourage and enable selected Employees, Directors
        and
        Independent Contractors of Corporation and its Affiliates to acquire or to
        increase their holdings of Common Stock in order to promote a closer
        identification of their interests with those of the Corporation and its
        stockholders, thereby further stimulating their efforts to enhance the
        efficiency, soundness, profitability, growth and stockholder value of the
        Corporation. This purpose will be carried out through the grant to selected
        Participants of Options, which may be in the form of Incentive Options and/or
        Nonqualified Options, and/or any other awards which may be permitted under
        the
        Plan.  

       

      3. Administration
        of the Plan 

       

      (a) The
        Plan
        shall be administered by the Board of Directors of the Corporation or, upon
        its
        delegation, by the Committee. For the purposes of the Plan, the term
        "Administrator" shall refer to the Board and, upon its delegation to the
        Committee of all or part of its authority to administer the Plan, to the
        Committee.

       

      (b) Subject
        to the provisions of the Plan, the Administrator shall have full and final
        authority in its discretion to take any action with respect to the Plan
        including, without limitation, the authority (i) to determine all matters
        relating to Options, including selection of individuals to be granted Options,
        the types of Options, the number of shares of Common Stock subject to an
        Option,
        and all terms, conditions, restrictions and limitations of an Option; (ii)
        to
        prescribe the form or forms of the Option Agreements evidencing any Options
        granted under the Plan; (iii) to establish, amend and rescind rules and
        regulations for the administration of the Plan; and (iv) to construe and
        interpret the Plan, Options and Option Agreements made under the Plan, to
        interpret rules and regulations for administering the Plan and to make all
        other
        determinations deemed necessary or advisable for administering the Plan.
        In
        addition, (i) the Administrator shall also have authority, in its sole
        discretion, to accelerate the date that any Option which was not otherwise
        exercisable or vested shall become exercisable or vested in whole or in part
        without any obligation to accelerate such date with respect to any other
        Option
        granted to any recipient; and (ii) the Administrator also may in its sole
        discretion modify or extend the terms and conditions for exercise or vesting
        of
        an Option (in each case, taking into account any Code Section 409A
        considerations). The Administrator may determine that a Participant's rights,
        payments and/or benefits with respect to an Option (including but not limited
        to
        any shares issued or issuable and/or cash paid or payable with respect to
        an
        Option) shall be subject to reduction, cancellation, forfeiture or recoupment
        upon the occurrence of certain specified events, in addition to any otherwise
        applicable vesting or performance conditions of an Option. Such events may
        include, but shall not be limited to, termination of employment for cause,
        violation of policies of the Corporation or an Affiliate, breach of
        non-solicitation, non-competition, confidentiality or other restrictive
        covenants that may apply to the Participant, or other conduct by the Participant
        that is determined by the Administrator to be detrimental to the business
        or
        reputation of the Corporation or any Affiliate. In addition, the Administrator
        shall have the authority and discretion to establish terms and conditions
        of
        Options (including but not limited to the establishment of subplans) as the
        Administrator determines to be necessary or appropriate to conform to the
        applicable requirements or practices of jurisdictions outside of the United
        States. In
        addition to action by meeting in accordance with Applicable Law, any action
        of
        the Administrator with respect to the Plan may be taken by a written instrument
        signed by all of the members of the Board or Committee, as appropriate, in
        accordance with Applicable Law, and any such action so taken by written consent
        shall be as fully effective as if it had been taken by a majority of the
        members
        at a meeting duly held and called. All determinations of the Administrator
        with
        respect to the Plan and any Option or Agreement will be final and binding
        on the
        Corporation and all persons having or claiming an interest in any Option
        granted
        under the Plan. No member of the Board or Committee, as applicable, shall
        be
        liable while acting as Administrator for any action or determination made
        in
        good faith with respect to the Plan, an Option or an Option Agreement. The
        members of the Board or Committee, as applicable, shall be entitled to
        indemnification and reimbursement in the manner provided in the Corporation's
        certificate of incorporation and/or bylaws and/or pursuant to Applicable
        Law.

       

      
        
          
          

        

        
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      (c) Notwithstanding
        the other provisions of Section 3, the Administrator may delegate to one
        or more
        officers of the Corporation the authority to grant Options to eligible
        Participants, and to make any or all of the determinations reserved for the
        Administrator in the Plan and summarized in Section 3(b) herein with respect
        to
        such Options (subject to any restrictions imposed by Applicable Laws and
        such
        terms and conditions as may be established by the Administrator). To the
        extent
        that the Administrator has delegated authority to grant Options pursuant
        to this
        Section 3(c) to one or more officers of the Corporation, references to the
        Administrator shall include references to such officer or officers, subject,
        however, to the requirements of the Plan and other Applicable Laws.


       

      4. Effective
        Date

       

      The
        Effective Date of the Plan is April 9, 2008. The Plan was amended and restated
        effective July 29, 2008. Options may be granted under the Plan on and after
        the
        Effective Date, but not after April 8, 2018. Options that are outstanding
        at the
        end of the Plan term (or such earlier termination date as may be established
        by
        the Board pursuant to Section 10(a)) shall continue in accordance with
        their terms, unless otherwise determined by the Administrator. 

       

      5. Shares
        of Stock Subject to the Plan; Option Limitations 

       

      (a) Shares
        of Stock Subject to the Plan:
        Subject
        to adjustment as provided in Section 5(c) herein, the number of shares of
        Common
        Stock initially authorized for issuance under the Plan (including for the
        grant
        of Incentive Options) was 14,706 shares. As a result of a July 11, 2008 increase
        by 2,000 shares in the number of shares authorized for issuance and a subsequent
        25-to-1 stock split, and subject to adjustments as provided in Section 5(c),
        the
        maximum number of shares of Common Stock that may be issued pursuant to the
        Plan, as amended and restated effective July 29, 2008, shall not exceed 417,650
        shares. Of the total number of shares issuable under the Plan, the maximum
        number of shares of Common Stock available for the grant of Incentive Options
        under the Plan, as amended and restated effective July 29, 2008, shall be
        417,650 shares (subject to adjustment as provided in Section 5(c) herein).
        Shares delivered under the Plan shall be authorized but unissued shares,
        treasury shares or shares acquired on the open market or in private
        transactions. The Corporation hereby reserves sufficient authorized shares
        of
        Common Stock to meet the grant of Options hereunder.

       

      
        
          
          

        

        
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      (b) Shares
        Not Subject to Limitations:
        The
        following will not be applied to the share limitations of Section 5(a) above:
        (i) dividends, including dividends paid in shares, or dividend equivalents
        paid
        in cash in connection with outstanding Options; (ii) Options which are settled
        in cash rather than the issuance of shares; (iii) any shares subject to an
        Option if the Option is forfeited, cancelled, terminated, expires or lapses
        for
        any reason without the issuance of shares underlying the Option or any shares
        subject to an Option which shares are forfeited to, or repurchased or reacquired
        by, the Corporation; and (iv) any shares surrendered by a Participant or
        withheld by the Corporation to pay the Option Price of an Option or shares
        used
        to satisfy any tax withholding requirement in connection with the exercise
        of an
        Option if, in accordance with the terms of the Plan, a Participant pays such
        Option Price or satisfies such tax withholding by either tendering previously
        owned shares or having the Corporation withhold shares.

       

      (c) Adjustments:
        If
        there is any change in the outstanding shares of Common Stock because of
        a
        merger, consolidation or reorganization involving the Corporation, or if
        the
        Board of Directors of the Corporation declares a stock dividend, stock split
        distributable in shares of Common Stock or reverse stock split, combination
        or
        reclassification of the Common Stock, or if there is a similar change in
        the
        capital stock structure of the Corporation affecting the Common Stock (excluding
        conversion of convertible securities by the Corporation and/or the exercise
        of
        warrants by their holders), then the number of shares of Common Stock reserved
        for issuance under the Plan shall be correspondingly adjusted, and the
        Administrator shall make such adjustments to Options or to any provisions
        of
        this Plan as the Administrator deems equitable to prevent dilution or
        enlargement of Options or as may otherwise be advisable. 

       

      6. Eligibility
        

       

      An
        Option
        may be granted only to an individual who satisfies all of the following
        eligibility requirements on the date the Option is granted:

       

      (a) The
        individual is either (i) an Employee, (ii) a Director or (iii) an Independent
        Contractor. 

       

      (b) With
        respect to the grant of Incentive Options, the individual is otherwise eligible
        to participate under Section 6, is an Employee of the Corporation or Subsidiary
        and does not own, immediately before the time that the Incentive Option is
        granted, stock possessing more than 10% of the total combined voting power
        of
        all classes of stock of the Corporation or a Parent or Subsidiary.
        Notwithstanding the foregoing, an Employee who owns more than 10% of the
        total
        combined voting power of the Corporation or a Parent or Subsidiary may be
        granted an Incentive Option if the Option Price is at least 110% of the Fair
        Market Value of the Common Stock, and the Option Period does not exceed five
        years. For this purpose, an individual will be deemed to own stock which
        is
        attributable to him under Code Section 424(d).

       

      (c) With
        respect to the grant of substitute Options or assumption of Options in
        connection with a merger, consolidation, acquisition, reorganization or similar
        business combination involving the Corporation or an Affiliate, the recipient
        is
        otherwise eligible to receive the Option and the terms of the Option are
        consistent with the Plan and Applicable Laws (including, to the extent deemed
        applicable, the federal securities laws registration provisions, Code Section
        424(a) and Code Section 409A).

       

      
        
          
          

        

        
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      (d) The
        individual, being otherwise eligible under this Section 6, is selected by
        the
        Administrator as an individual to whom an Option shall be granted (as defined
        above, a "Participant").

       

      7. Options

       

      (a) Grant
        of Options:
        Subject
        to the limitations of the Plan, the Administrator may in its sole and absolute
        discretion grant Options to such eligible individuals in such numbers, subject
        to such terms and conditions, and at such times as the Administrator shall
        determine. Both Incentive Options and Nonqualified Options may be granted
        under
        the Plan, as determined by the Administrator; provided, however, that Incentive
        Options may only be granted to Employees of the Corporation or Subsidiary.
        To
        the extent that an Option is designated as an Incentive Option but does not
        qualify as such under Code Section 422, the Option (or portion thereof) shall
        be
        treated as a Nonqualified Option.

       

      (b) Option
        Price:
        The
        Option Price per share at which an Option may be exercised shall be established
        by the Administrator and stated in the Option Agreement evidencing the grant
        of
        the Option; provided, that (i) the Option Price shall be no less than 100%
        of
        the Fair Market Value per share of the Common Stock as determined on the
        date
        the Option is granted (or 110% of the Fair Market Value with respect to
        Incentive Options granted to an Employee who owns stock possessing more than
        10%
        of the total voting power of all classes of stock of the Corporation or a
        Parent
        or Subsidiary, as provided in Section 6(b) herein); and (ii) in no event
        shall
        the Option Price per share of any Option be less than the par value, if any,
        per
        share of the Common Stock. Notwithstanding the foregoing, the Administrator
        may
        in its discretion authorize the grant of substitute or assumed options of
        an
        acquired entity with an Option Price not equal to at least 100% of the Fair
        Market Value of the stock on the date of grant if the terms of such substitution
        or assumption otherwise comply, to the extent deemed applicable, with Code
        Section 409A and Code Section 424(a)). 

       

      (c) Date
        of Grant:
        An
        Option shall be considered to be granted on the date that the Administrator
        acts
        to grant the Option, or on such other date as may be established by the
        Administrator in accordance with Applicable Laws.  

       

      (d) Option
        Period and Limitations on the Right to Exercise Options:

       

      (i) The
        Option Period shall be determined by the Administrator at the time the Option
        is
        granted and shall be stated in the Option Agreement. With respect to Incentive
        Options, the Option Period shall not extend more than 10 years from the date
        on
        which the Option is granted (or five years with respect to Incentive Options
        granted to an Employee who owns stock possessing more than 10% of the total
        combined voting power of all classes of stock of the Corporation or a Parent
        or
        Subsidiary, as provided in Section 6(b) herein). Any Option or portion thereof
        not exercised before expiration of the Option Period shall terminate. The
        period
        or periods during which, and the terms and conditions pursuant to which,
        an
        Option may vest and become exercisable shall be determined by the Administrator
        in its discretion. 

       

      
        
          
          

        

        
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      (ii) An
        Option
        may be exercised by giving written notice to the Corporation in form acceptable
        to the Administrator at such place and subject to such conditions as may
        be
        established by the Administrator or its designee. Such notice shall specify
        the
        number of shares to be purchased pursuant to an Option and the aggregate
        purchase price to be paid therefor and shall be accompanied by payment of
        such
        purchase price. Unless an Option Agreement provides otherwise, such payment
        shall be in the form of cash or cash equivalent; provided that, except where
        prohibited by the Administrator or Applicable Law (and subject to such terms
        and
        conditions as may be established by the Administrator), payment may also
        be
        made:

       

      (A) By
        delivery (by either actual delivery or attestation) of shares of Common Stock
        owned by the Participant;

       

      (B) By
        shares
        of Common Stock withheld upon exercise;

       

      (C) With
        respect only to purchases upon exercise of an Option after a Public Market
        for
        the Common Stock exists, by delivery of written notice of exercise to the
        Corporation and delivery to a broker of written notice of exercise and
        irrevocable instructions to promptly deliver to the Corporation the amount
        of
        sale or loan proceeds to pay the Option Price;

       

      (D) By
        such
        other payment methods as may be approved by the Administrator and which are
        acceptable under Applicable Laws; or

       

      (E) By
        any
        combination of the foregoing methods.

       

      Shares
        delivered or withheld in payment on the exercise of an Option shall be valued
        at
        their Fair Market Value on the date of exercise. For the purposes herein,
        a
        "Public Market" for the Common Stock shall be deemed to exist (i) upon
        consummation of a firm commitment underwritten public offering of the Common
        Stock (or successor securities thereto) pursuant to an effective registration
        statement under the Securities Act, or (ii) if the Administrator otherwise
        determines that there is an established public market for the Common Stock.
        

       

      (iii) Unless
        the Administrator determines otherwise, no Option granted to a Participant
        who
        was an Employee at the time of grant shall be exercised unless the Participant
        is, at the time of exercise, an Employee and has been an Employee continuously
        since the date the Option was granted, subject to the following: 

       

      (A) The
        employment relationship of a Participant shall be treated as continuing intact
        for any period that the Participant is on military or sick leave or other
        bona
        fide leave of absence, provided that the period of such leave does not exceed
        three months, or, if longer, as long as the Participant's right to reemployment
        is guaranteed either by statute or by contract. The employment relationship
        of a
        Participant shall also be treated as continuing intact while the Participant
        is
        not in active service because of Disability.

       

      (B) Unless
        an
        individual Option Agreement provides otherwise, if the employment of a
        Participant is terminated because of death or Disability, the Option may
        be
        exercised only to the extent vested and exercisable on the Participant's
        Termination Date, and the Option must be exercised, if at all, prior to the
        first to occur of the following, whichever shall be applicable: (X) the close
        of
        the period of six months next
        succeeding the Termination Date (or such other period stated in the Option
        Agreement); or (Y) the close of the Option Period. In the event of the
        Participant's death, such Option shall be exercisable by such person or persons
        as shall have acquired the right to exercise the Option by will or by the
        laws
        of intestate succession. 

       

      
        
          
          

        

        
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      (C) Unless
        an
        individual Option Agreement provides otherwise, if the employment of the
        Participant is terminated for any reason other than Disability, death or
        Cause,
        his Option may be exercised only to the extent vested and exercisable on
        his
        Termination Date, and the Option must be exercised, if at all, prior to the
        first to occur of the following, whichever shall be applicable: (X) the
        close of the period of 45 days next succeeding the Termination Date (or such
        other period stated in the Option Agreement); or (Y) the close of the Option
        Period. In the event of the Participant's death, such Option shall be
        exercisable by such person or persons as shall have acquired the right to
        exercise the Option by will or by the laws of intestate succession.


       

      (D) Unless
        an
        individual Option Agreement provides otherwise, if the employment of the
        Participant is terminated for Cause, his Option shall lapse and no longer
        be
        exercisable as of his Termination Date, as determined by the Administrator.
        

       

      (E) Notwithstanding
        the foregoing, the Administrator shall have authority, in its sole discretion
        (taking into account any Code Section 409A considerations), to accelerate
        the
        date for exercising all or any part of an Option which was not otherwise
        vested
        and exercisable, extend the period during which an Option may be exercised,
        modify the other terms and conditions of exercise, or any combination of
        the
        foregoing. 

       

      (iv) Unless
        an
        individual Option Agreement provides otherwise, an Option granted to a
        Participant who was Director but who was not an Employee at the time of grant
        shall be exercisable as follows: (A) If the services of the Participant as
        a
        Director terminate due to death or Disability, the vesting of the Option
        shall
        be accelerated so that the Option shall become vested as of the Director's
        Termination Date to the extent the Option would have been vested on the first
        anniversary of the Director's Termination Date (without regard to the
        Participant's termination of service), and, in such event, the Option must
        be
        exercised, if at all, prior to the first to occur of the first anniversary
        of
        the Director's Termination Date or the close of the Option Period; (B) If
        the
        services of the Director are terminated due to the resignation, failure to
        be
        re-elected or any other reason other than death, Disability or Cause, then
        the
        Option may be exercised only to the extent vested and exercisable on the
        Director's Termination Date and must be exercised, if at all, prior to the
        first
        to occur of the end of the 45-day period next succeeding the Termination
        Date
        (or such other period stated in the Option Agreement) or the close of the
        Option
        Period; and (C) if the services of such a Participant are terminated for
        Cause,
        his Option shall lapse and no longer be exercisable as of his Termination
        Date,
        as determined by the Administrator. Notwith-standing the foregoing, the
        Administrator may in its discretion (taking into account any Code Section
        409A
        considerations) accelerate the date for exercising all or any part of an
        Option
        which was not otherwise exercisable on the Termination Date, extend the period
        during which an Option may be exercised, modify the other terms and conditions
        to exercise, or any combination of the foregoing.

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      


      (v) Unless
        an
        individual Option Agreement provides otherwise, an Option granted to a
        Participant who was an Independent Contractor of the Corporation or an Affiliate
        at the time of grant (and who does not thereafter become an Employee, in
        which
        case he shall be subject to the provisions of Section 7(d)(iii) herein) may
        be
        exercised only to the extent vested and exercisable on the Participant's
        Termination Date (unless the termination was for Cause), and must be exercised,
        if at all, prior to the first to occur of the following, as applicable: (X)
        the
        close of the period of 30 days next succeeding the Termination Date (or such
        other period stated in the Option Agreement); or (Y) the close of the Option
        Period. If the services of such a Participant are terminated for Cause, his
        Option shall lapse and no longer be exercisable as of his Termination Date,
        as
        determined by the Administrator. Notwithstanding the foregoing, the
        Administrator may in its discretion (taking into account any Code Section
        409A
        considerations) accelerate the date for exercising all or any part of an
        Option
        which was not otherwise exercisable on the Termination Date, extend the period
        during which an Option may be exercised, modify the other terms and conditions
        to exercise, or any combination of the foregoing.

       

      (e) Rights
        as a Stockholder:
        A
        Participant and his legal representatives, legatees or distributees shall
        not be
        deemed to be the holder of any shares subject to an Option and shall not
        have
        any rights of a stockholder unless and until certificates for such shares
        have
        been issued and delivered to him or them under the Plan (or, in the case
        of
        uncertificated shares, other written notice of ownership has been provided
        in
        accordance with Applicable Laws). A certificate or certificates for shares
        of
        Common Stock acquired upon exercise of an Option shall be issued in the name
        of
        the Participant or his beneficiary and distributed to the Participant or
        his
        beneficiary (or, in the case of uncertificated shares, other written notice
        of
        ownership in accordance with Applicable Laws shall be provided) promptly
        following receipt of notice of exercise and payment of the purchase price
        (except as may otherwise be determined by the Corporation in the event of
        payment of the Option Price pursuant to Section 7(d)(ii)(C) herein). Shares
        issued upon exercise of an Option shall be subject to any restrictions
        applicable under the Plan (including but not limited to the provisions of
        Section 11), an Option Agreement, the Stockholders' Agreement or any other
        applicable agreements or instruments. Upon the issuance of a certificate
        for
        shares of Common Stock to a Participant (or, in the case of uncertificated
        shares, upon delivery of written notice of ownership in accordance with
        Applicable Laws), the Participant shall have such rights and incidents of
        ownership of the shares of Common Stock acquired pursuant to an Option,
        including the right to vote and the right to receive dividends when and if
        paid
        by the Corporation, and to exercise such additional rights with respect to
        the
        shares, as are permitted by the Plan, the Option Agreement, the Stockholders'
        Agreement, the Corporation's certificate of incorporation and bylaws and
        Applicable Law.

       

      (f) Nontransferability
        of Options:
        Incentive Options shall not be transferable (including by sale, assignment,
        pledge or hypothecation) other than by will or the laws of intestate succession
        or, in the Administrator's discretion, as may otherwise be permitted in
        accordance with Treas. Reg. Section 1.421-1(b)(2) or any successor provision
        thereto. Nonqualified Options shall not be transferable (including by sale,
        assignment, pledge or hypothecation) other than by will or the laws of intestate
        succession, except as may be permitted by the Administrator in a manner
        consistent with the registration provisions of the Securities Act. Except
        as may
        be permitted by the preceding sentences, an Option shall be exercisable during
        the Participant's lifetime only by him or by his guardian or legal
        representative. The designation of a beneficiary in accordance with the Plan
        does not constitute a transfer. 

       

      
        
          
          

        

        
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      (g) Notice
        of Disposition:
        If
        shares of Common Stock acquired upon exercise of an Incentive Option are
        disposed of within two years following the date of grant or one year following
        the transfer of such shares to a Participant upon exercise, the Participant
        shall, promptly following such disposition, notify the Corporation in writing
        of
        the date and terms of such disposition and provide such other information
        regarding the disposition as the Administrator may reasonably
        require.

       

      (h) Limitation
        on Incentive Options:
        In no
        event shall there first become exercisable by an Employee in any one calendar
        year Incentive Options granted by the Corporation or any Parent or Subsidiary
        with respect to shares having an aggregate Fair Market Value (determined
        at the
        time an Incentive Option is granted) greater than $100,000; provided that,
        if
        such limit is exceeded, then the first $100,000 of shares to become exercisable
        in such calendar year will be Incentive Options and the Options (or portion
        thereof) for shares with a value in excess of $100,000 that first became
        exercisable in that calendar year will be Nonqualified Options. 

       

      8. Change
        of Control

       

      Notwithstanding
        any other provision of the Plan to the contrary, in the event of a Change
        of
        Control, if an Award Agreement specifically so provides, all Options outstanding
        as of the date of such Change of Control shall become fully vested and
        exercisable, whether or not then otherwise vested and exercisable. In such
        event, the Administrator may (i) determine that Options must be exercised,
        if at
        all, within a fixed time period (as determined by the Administrator) following
        or prior to such Change of Control event, (ii) determine that such Options
        shall
        terminate after such time period, and/or (iii) make other similar determinations
        regarding the rights of Participants with respect to such Options. 

       

      9. Withholding
        

       

      The
        Corporation shall withhold all required local, state, federal, foreign and
        other
        taxes and any other amount required to be withheld by any governmental authority
        or law from any amount payable in cash with respect to an Option. Prior to
        the
        delivery or transfer of any certificate for shares or any other benefit
        conferred under the Plan, the Corporation shall require any Participant or
        other
        person to pay to the Corporation in cash with respect to an award the amount
        of
        any tax or other amount required by any governmental authority to be withheld
        and paid over by the Corporation to such authority for the account of such
        recipient. Notwithstanding the foregoing, the Administrator may in its
        discretion establish procedures to permit a recipient to satisfy such obligation
        in whole or in part, and any other local, state, federal or foreign income
        tax
        obligations relating to such an Option, by electing (the "election")
        to
        have the Corporation withhold shares of Common Stock from the shares to which
        the recipient is entitled. The number of shares to be withheld shall have
        a Fair
        Market Value as of the date that the amount of tax to be withheld is determined
        as nearly equal as possible to (but not exceeding) the amount of such
        obligations being satisfied. Each election must be made in writing to the
        Administrator in accordance with election procedures established by the
        Administrator. 

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      


      10. Amendment
        and Termination of the Plan and Options

       

      (a) Amendment
        and Termination of Plan:
        The
        Plan may be amended, altered, suspended and/or terminated at any time by
        the
        Board; provided that approval of an amendment to the Plan by the stockholders
        of
        the Corporation shall be required to the extent, if any, that stockholder
        approval of such amendment is required by Applicable Law. 

       

      (b) Amendment
        and Termination of Options:
        The
        Administrator may amend, alter, suspend and/or terminate any Option granted
        under the Plan, prospectively or retroactively, but such amendment, alteration,
        suspension or termination of an Option shall not (except as otherwise provided
        in Section 10(c) or Section 10(d) herein), without the consent of the recipient
        of an outstanding Option, materially adversely affect the rights of the
        recipient with respect to the Option. 

       

      (c) Unilateral
        Authority of Administrator to Modify Plan and Options:
        Notwithstanding Section 10(a) and Section 10(b) herein, the following provisions
        shall apply:

       

      (i) The
        Administrator shall have unilateral authority to amend the Plan and any Option
        (without Participant consent and without stockholder approval, unless such
        stockholder approval is required by Applicable Law) to the extent necessary
        to
        comply with Applicable Law or changes to Applicable Law (including but in
        no way
        limited to Code Section 409A, Code Section 422 and federal securities laws).
        

       

      (ii) The
        Administrator shall have unilateral authority to make adjustments to the
        terms
        and conditions of Options in recognition of unusual or nonrecurring events
        affecting the Corporation or any Affiliate, or the financial statements of
        the
        Corporation or any Affiliate, or of changes in accounting principles, if
        the
        Administrator determines that such adjustments are appropriate in order to
        prevent dilution or enlargement of the benefits or potential benefits intended
        to be made available under the Plan or necessary or appropriate to comply
        with
        applicable accounting principles.

       

      (d) Cash
        Settlement:
        Notwithstanding any provision of the Plan, an Option or an Option Agreement
        to
        the contrary, the Administrator shall have unilateral authority to cause
        any
        Option (or portion thereof) granted under the Plan to be canceled in
        consideration of an alternative award or cash payment of an equivalent cash
        value, as determined by the Administrator in its sole discretion, made to
        the
        holder of such canceled Option. 

       

      11. Restrictions
        on Options and Shares 

       

      (a) General:
        As a
        condition to the issuance and delivery of Common Stock hereunder, or the
        grant
        of any benefit pursuant to the Plan, the Corporation shall require a Participant
        or other person at any time and from time to time to become a party to an
        Option
        Agreement, the Stockholders' Agreement, other agreement(s) restricting the
        voting, transfer, purchase or repurchase of shares of Common Stock of the
        Corporation, and any other employment agreements, consulting agreements,
        non-competition agreements, confidentiality agreements, non-solicitation
        agreements or other agreements imposing such restrictions as may be required
        by
        the Corporation. In addition, without in any way limiting the effect of the
        foregoing, each Participant or other holder of shares issued under the Plan
        shall be permitted to transfer such shares only if such transfer is in
        accordance with the Plan, the Option Agreement, the Stockholders' Agreement
        and
        any other applicable agreements and Applicable Law. The acquisition of shares
        of
        Common Stock under the Plan by a Participant or any other holder of shares
        shall
        be subject to, and conditioned upon, the compliance by the Participant or
        other
        holder of such shares with the restrictions described in the Plan, the Option
        Agreement, the Stockholders' Agreement and any other applicable agreements
        and
        Applicable Law.

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      


      (b) Compliance
        with Applicable Laws, Rules and Regulations:
        The
        Corporation may impose such restrictions on Options, shares of Common Stock and
        any other benefits underlying Options hereunder as it may deem advisable,
        including without limitation restrictions under the federal securities laws,
        the
        requirements of any stock exchange or similar organization and any blue sky,
        state or foreign securities laws applicable to such securities. Notwithstanding
        any other Plan or Option Agreement provision to the contrary, the Corporation
        shall not be obligated to issue, deliver or transfer shares of Common Stock
        under the Plan, make any other distribution of benefits under the Plan, or
        take
        any other action, unless such delivery, distribution or action is in compliance
        with Applicable Laws (including but not limited to the requirements of the
        Securities Act). The Corporation will be under no obligation to register
        shares
        of Common Stock or other securities with the Securities and Exchange Commission
        or to effect compliance with the exemption, registration, qualification or
        listing requirements of any state or foreign securities laws, stock exchange
        or
        similar organization, and the Corporation will have no liability for any
        inability or failure to do so. The Corporation may cause a restrictive legend
        or
        legends to be placed on any certificate issued pursuant to an Option hereunder
        in such form as may be prescribed from time to time by Applicable Law or
        as may
        be advised by legal counsel.

       

      12. Option
        Agreement

       

      The
        grant
        of any Option under the Plan shall be evidenced by the execution of an Option
        Agreement between the Corporation and the Participant. Such Option Agreement
        may
        state terms, conditions and restrictions applicable to the Option and any
        may
        state such other terms, conditions and restrictions, including but not limited
        to terms, conditions and restrictions applicable to shares subject to an
        Option,
        as may be established by the Administrator.

       

      13. No
        Right or Obligation of Continued Employment or Service 

       

      Neither
        the Plan, the grant of an Option nor any other action related to the Plan
        shall
        confer upon a Participant any right to continue in the employment or service
        of
        the Corporation or an Affiliate as an Employee, Director or Independent
        Contractor or to interfere in any way with the right of the Corporation or
        an
        Affiliate to terminate the Participant's employment or service at any time.
        Except as otherwise provided in the Plan, an Option Agreement or as may be
        determined by the Administrator, all rights of a Participant with respect
        to an
        Option shall terminate upon the termination of the Participant's employment
        or
        service. 

       

      14. Compliance
        with Code Section 409A 

       

      Notwithstanding
        any other provision in the Plan or an Option to the contrary, if and to the
        extent that Code Section 409A is deemed to apply to the Plan or any Option,
        it
        is the general intention of the Corporation that the Plan and all such Options
        shall, to the extent practicable, comply with, or be exempt from, Code Section
        409A, and the Plan and any such Option shall, to the extent practicable,
        be
        construed in accordance therewith. Deferrals of shares or any other benefit
        issuable pursuant to an Option otherwise exempt from Code Section 409A in
        a
        manner that would cause Code Section 409A to apply shall not be permitted
        unless
        such deferrals are in compliance with (or eligible for another exemption
        from)
        Code Section 409A. In the event that the Corporation (or a successor thereto)
        has any stock which is publicly traded on an established securities market
        or
        otherwise, distributions to any Participant who is a "specified employee"
        (as
        defined under Code Section 409A) upon a separation from service may only
        be made
        on a date that is more than six months after the date of separation from
        service
        (or, if earlier than the end of the six-month period, the date of death of
        the
        specified employee) or as otherwise permitted under Code Section 409A. Without
        in any way limiting the effect of the foregoing, (i) in the event that exemption
        from or compliance with Code Section 409A requires that any special terms,
        provisions or conditions be included in the Plan or any Option, then such
        terms,
        provisions and conditions shall, to the extent practicable, be deemed to
        be made
        a part of the Plan or Option, as applicable, and (ii) terms used in the Plan
        or
        an Option Agreement shall be construed in accordance with Code Section 409A
        if
        and to the extent required. Further, in the event that the Plan or any Option
        shall be deemed not to comply with Code Section 409A, then neither the
        Corporation, the Administrator nor its or their designees or agents shall
        be
        liable to any Participant or other person for actions, decisions or
        determinations made in good faith. 

       

      
        
          
          

        

        
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      15. Unfunded
        Plan; No Effect on Other Compensation and Benefit Plans

       

      (a) The
        Plan
        shall be unfunded, and the Corporation shall not be required to create a
        trust
        or segregate any assets that may at any time be represented by Options under
        the
        Plan. The Plan shall not establish any fiduciary relationship between the
        Corporation and any Participant or other person. Neither a Participant nor
        any
        other person shall, by reason of the Plan, acquire any right in or title
        to any
        assets, funds or property of the Corporation or any Affiliate, including,
        without limitation, any specific funds, assets or other property which the
        Corporation or any Affiliate, in their discretion, may set aside in anticipation
        of a liability under the Plan. A Participant shall have only a contractual
        right
        to the Common Stock or other amounts, if any, payable under the Plan, unsecured
        by any assets of the Corporation or any Affiliate. Nothing contained in the
        Plan
        shall constitute a guarantee that the assets of such entities shall be
        sufficient to pay any benefits to any person.

       

      (b) The
        amount of any compensation deemed to be received by a Participant pursuant
        to an
        Option shall not constitute compensation with respect to which any other
        employee benefits of such Participant are determined, including, without
        limitation, benefits under any bonus, pension, profit sharing, life insurance
        or
        salary continuation plan, except as otherwise specifically provided by the
        terms
        of such plan or as may be determined by the Administrator.

       

      (c) The
        adoption of the Plan shall not affect any other stock incentive or other
        compensation plans in effect for the Corporation or any Affiliate, nor shall
        the
        Plan preclude the Corporation from establishing any other forms of stock
        incentive or other compensation for employees or service providers of the
        Corporation or any Affiliate.

       

      16. Governing
        Law

       

      The
        Plan
        shall be governed by and construed in accordance with the laws of the State
        of
        Delaware, without regard to the principles of conflicts of laws, and in
        accordance with applicable federal laws of the United States.

       

      17. Stockholder
        Approval

       

      The
        initial adoption of Plan was subject to approval by the stockholders of the
        Corporation, which approval was received within 12 months of the Effective
        Date
        of the Plan. Options granted prior to such stockholder approval were conditioned
        upon and were effective only upon approval of the Plan by such stockholders
        on
        or before such date. Amendments to the Plan shall be subject to additional
        stockholder approvals if and to the extent required by Applicable Law or
        if
        otherwise deemed advisable by the Board. 

       

      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      


      18. Effect
        of Certain Changes in Duties and/or Status

       

      Notwithstanding
        the other terms of the Plan or an Option Agreement, the Administrator has
        sole
        discretion to determine (taking into account any Code Section 409A
        considerations), at the time of grant of an Option or at any time thereafter,
        the effect, if any, on Options (including but not limited to the vesting
        and/or
        exercisability of Options) granted to a Participant in the event of (i) a
        change
        in the Participant's duties or responsibilities, (ii) a change in the
        Participant's status as an Employee, Director or Independent Contractor,
        including but not limited to a change from full-time to part-time, or vice
        versa, or (iii) other similar changes in the nature or scope of the
        Participant's employment or service. In addition, unless otherwise determined
        by
        the Administrator, for purposes of the Plan, a Participant shall be considered
        to have terminated employment or service and to have ceased to be an Employee
        or
        Independent Contractor, as the case may be, if his employer (or the party
        for
        whom the Participant is providing services, in the case of an Independent
        Contractor) was an Affiliate at the time of grant and such employer or other
        party ceases to be an Affiliate, even if he continues to be employed by or
        provide services to such employer or party. 

       

      19. Beneficiary
        Designation

       

      The
        Administrator may in its discretion permit a Participant to designate in
        writing
        a person or persons as beneficiary, which beneficiary shall be entitled to
        receive benefits (if any) to which the Participant is otherwise entitled
        under
        the Plan in the event of death. In the absence of such designation by a
        Participant, and in the event of the Participant's death, the estate of the
        Participant shall be treated as beneficiary for purposes of the Plan, unless
        the
        Administrator determines otherwise. The Administrator shall have discretion
        to
        approve and interpret the form or forms of such beneficiary designation.
        A
        beneficiary, legal guardian, legal representative or other person claiming
        any
        rights pursuant to the Plan is subject to all terms and conditions of the
        Plan
        and any Option Agreement applicable to the Participant, except to the extent
        that the Plan and/or Option Agreement provide otherwise, and to any additional
        restrictions deemed necessary or appropriate by the Administrator.

       

      20. Gender
        and Number

       

      Except
        where otherwise indicated by the context, words in any gender shall include
        any
        other gender, words in the singular shall include the plural and words in
        the
        plural shall include the singular.

       

      21. Successors
        and Assigns

       

      The
        Plan
        shall be binding upon the Corporation, its successors and assigns, and
        Participants, their executors, administrators and permitted transferees and
        beneficiaries.

       

      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      


      22. Severability

       

      If
        any
        provision of the Plan shall be held illegal or invalid for any reason, such
        illegality or invalidity shall not affect the remaining parts of the Plan,
        and
        the Plan shall be construed and enforced as if the illegal or invalid provision
        had not been included.

       

      23. Rules
        of Construction

       

      Headings
        are given to the sections of the Plan solely as a convenience to facilitate
        reference. The reference to any statute, regulation or other provision of
        law
        shall be construed to refer to any amendment to or successor of such provision
        of law. 

       

      24. Right
        of Offset

       

      Notwithstanding
        any other provision of the Plan or an Option Agreement, the Corporation may
        reduce the amount of any payment or benefit otherwise payable to or on behalf
        of
        a Participant by the amount of any obligation of the Participant to or on
        behalf
        of the Corporation or an Affiliate that is or becomes due and
        payable.

       

      25. Fractional
        Shares

       

      Except
        as
        otherwise provided in an Option Agreement or determined by the Administrator,
        (a) the total number of shares issuable pursuant to the exercise or vesting
        of
        an Option shall be rounded down to the nearest whole share, and (b) no
        fractional shares shall be issued. The Administrator may, in its discretion,
        determine that a fractional share shall be settled in cash. 

       

      26. Uncertificated
        Stock

       

      Notwithstanding
        anything in the Plan to the contrary, to the extent the Plan provides for
        the
        issuance of stock certificates to reflect the issuance of shares of Common
        Stock, the issuance may, in the Corporation's discretion, be effected on
        a
        non-certificated basis, to the extent not prohibited by the Corporation's
        certificate of incorporation or bylaws or by Applicable Law (including but
        not
        limited to applicable state corporate law and the applicable rules of any
        stock
        exchange on which the Common Stock is traded).

       

      27. Income
        and Other Taxes 

       

      Participants
        are solely responsible and liable for the satisfaction of all taxes and
        penalties that may arise on their behalf in connection with awards granted
        under
        the Plan (including any taxes arising under Code Section 409A), and the
        Corporation shall not have any obligation to indemnify or otherwise hold
        any
        Participant harmless from any or all of such taxes. 

       

      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, this CoaLogix Inc. 2008 Stock Option Plan, as amended and
        restated effective July 29, 2008, is, by the authority of the Board of Directors
        of the Corporation, executed in behalf of the Corporation, as of the _____
        day
        of _____________, 2008.

       

       

    

    
      
        	
                 

                 

              	
                COALOGIX
                  INC.

              
	
                 

                 

                 

              	
                By:                             

                Name:                         
                  

                Title:                                   
                  

              
	ATTEST:	 
	 	 
	
                
Secretary	 
	
                [Corporate Seal] 

              	 


      

    

     

    
      
        
        

      

      
        19