EX-4.1 Amended and Restated Transition Stock Optio



 





Exhibit 4.1




Amended and Restated

Digital Angel Corporation

Transition Stock Option Plan, as amended





	1.	 	NAME AND PURPOSE






	 	1.1	 	Name.
	 
	 	 	 	The name of this Plan is the “Digital Angel Corporation Transition Stock Option Plan.”






	 	1.2	 	Purpose.






                         The Company has established this Plan to retain, motivate and reward Employees and
Directors of Digital Angel Corporation, a Delaware corporation acquired by the Company as
a result of a merger completed on March 27, 2002 and to encourage ownership of the
Company’s Common Stock by them.




	2.	 	DEFINITIONS OF TERMS AND RULES OF CONSTRUCTION






	 	2.1	 	General Definitions.






                         The following words and phrases, when used in the Plan, unless otherwise specifically
defined or unless the context clearly otherwise requires, shall have the following
respective meanings:




	 	2.1.1.	 	Affiliate.






     A Parent or Subsidiary of the Company.




	 	2.1.2.	 	Agreement.






     The document which evidences the grant of any Benefit under the Plan and
which sets forth the Benefit and the terms, conditions and provisions of, and
restrictions relating to, such Benefit.




	 	2.1.3.	 	Benefit.






     Any benefit granted to a Participant under the Plan.




	 	2.1.4.	 	Board.






     The Board of Directors of the Company.




	 	2.1.5.	 	Cash Award.






     A Benefit payable in the form of cash.




	 	2.1.6.	 	Change of Control.






     If any “person” (as such term is used in Sections 13(d) and 14(d)(2) of the
Exchange Act) is or becomes the “beneficial owner” (as defined in Rule 13d-3
promulgated under the Exchange Act), directly or indirectly, of securities of the
Company representing 20% or more
of the combined voting power of the Company’s then outstanding securities;
upon the first purchase of the Common Stock pursuant to a tender or exchange
offer (other than a tender or exchange offer made by the Company); upon the
approval by the Company’s stockholders of a merger or consolidation, a sale or
disposition of all or substantially of the Company’s assets or



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a plan of
liquidation or dissolution of the Company; or if during an period of 2
consecutive years, individuals who at the beginning of such period constitute the
Board cease for any reason to constitute at least a majority thereof, unless the
election or nomination for the election by the Company’s stockholders of each new
director was approved by a vote of at least 2/3 of the Board then
still in office who were members of the Board at the beginning of the period.
Notwithstanding the foregoing, a Change in Control shall not be deemed to occur
if the Company either merges or consolidates with or into another company or
sells or disposes of all or substantially all of its assets to another company,
if such merger, consolidation, sale or disposition is in connection with a
corporate restructuring wherein the stockholders of the Company immediately
before such merger, consolidation, sale or disposition own, directly or
indirectly, immediately following such merger, consolidation, sale or disposition
of at least 80% of the combined voting power of all outstanding classes of
securities of the Company resulting from such merger or consolidation, or to
which the Company sells or disposes of its assets, in substantially the same
proportion as their ownership in the Company immediately before such merger,
consolidation, sale or disposition.




	 	2.1.7.	 	Code.






     The Internal Revenue Code of 1986, as amended. Any reference to the Code
includes the regulations promulgated pursuant to the Code.




	 	2.1.8	 	Company.






     Digital Angel Corporation




	 	2.1.9.	 	Committee.






     The Committee described in Section 5.1.




	 	2.1.10.	 	Common Stock.






     The Company’s common stock, par value $.005 per Share.




	 	2.1.11.	 	Director.






     A member of the Board or a member of the Board of Directors of an Affiliate.




	 	2.1.12.	 	Effective Date.






     April 11, 2002.




	 	2.1.13.	 	Employee.






     Any person employed by the Employer.




	 	2.1.14	 	Employer.






     The Company and all Affiliates.




	 	2.1.15.	 	Exchange Act.






     The Securities Exchange Act of 1934, as amended.



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	 	2.1.16.	 	Fair Market Value.






     The last sale price, regular way, or, in case no such sale takes place on
such date, the average of the closing bid and asked prices, regular way, of the
Shares, in either case as reported in the principal consolidated transaction
reporting system with respect to securities listed or admitted to trading on the
New York Stock Exchange, Inc. (the “NYSE”) or, if the Shares are not listed or
admitted to trading on the NYSE, as reported in the principal consolidated
transaction reporting system with respect to securities listed on the principal
national securities exchange on which the Shares are listed or admitted to
trading or, if the Shares are not listed or admitted to trading on any national
securities exchange, the last quoted sale price on such date or, if not so
quoted, the average of the high bid and low asked prices in the over-the-counter
market on such date, as reported by the National Association of Securities
Dealers, Inc. Automated Quotations System or such other system then in use, or,
if on any such date the Shares are not quoted by any such organization, the
average of the closing bid and asked prices on such date as furnished by a
professional market maker making a market in the Shares selected by the
Committee. If the Shares are not publicly held or so listed or publicly traded,
the determination of the Fair Market Value per Share shall be made in good faith
by the Committee.




	 	2.1.17.	 	Fiscal Year.






     The taxable year of the Company which is the calendar year.




	 	2.1.18.	 	ISO.






     An Incentive Stock Option as defined in Section 422 of the Code.




	 	2.1.19.	 	NQSO.






     A non-qualified stock Option, which is an Option that does not qualify as an ISO.




	 	2.1.20.	 	Option.






     An option to purchase Shares granted under the Plan.




	 	2.1.21.	 	Other Stock Based Award.






     An award under Section 18 that is valued in whole or in part by reference
to, or is otherwise based on, Common Stock.




	 	2.1.22.	 	Parent.






     Any corporation (other than the Company or a Subsidiary) in an unbroken
chain of corporations ending with the Company, if, at the time of the grant of an
Option or other Benefit, each of the corporations (other than the Company) owns
stock possessing 50% or more of the total combined voting power of all classes of
stock in one of the other corporations in such chain.




	 	2.1.23.	 	Participant.






     An individual who is granted a Benefit under the Plan. Benefits may be
granted only to Employees and Directors.




	 	2.1.24.	 	Performance Based Compensation.






     Compensation which meets the requirements of Section 162(m)(4)(C) of the Code.



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	 	2.1.25.	 	Performance Share.






     A Share awarded to a Participant under Section 16 of the Plan.




	 	2.1.26.	 	Plan.






     The Digital Angel Corporation Transition Stock Option Plan and all amendments
and supplements to it.




	 	2.1.27.	 	Reload Option.






     An Option to purchase the number of Shares used by a Participant to exercise
an Option and to satisfy any withholding requirement incident to the exercise of
such Option.




	 	2.1.28.	 	Restricted Stock.






     Shares issued under Section 16 of the Plan.




	 	2.1.29.	 	Rule 16b-3.






     Rule 16b-3 promulgated by the SEC, as amended, or any successor rule in effect
from time to time.




	 	2.1.30.	 	SEC.






     The Securities and Exchange Commission.




	 	2.1.31.	 	Share.






     A share of Common Stock.




	 	2.1.32.	 	SAR.






     A stock appreciation right, which is the right to receive an amount equal to
the appreciation, if any, in the Fair Market Value of a Share from the date of
the grant of the right to the date of its payment.




	 	2.1.33.	 	Subsidiary.






     Any corporation, other than the Company, in an unbroken chain of
corporations beginning with the Company if, at the time of grant of an Option or
other Benefit, each of the
corporations, other than the last corporation in the unbroken chain, owns
stock possessing 50% or more of the total combined voting power of all classes of
stock in one of the other corporations in such chain.




	 	2.2.	 	Other Definitions.






               In addition to the above definitions, certain words and phrases used in the Plan and
any Agreement may be defined in other portions of the Plan or in such Agreement.




	 	2.3.	 	Conflicts.






               In the case of any conflict in the terms of the Plan relating to a Benefit, the
provisions in the section of the Plan which specifically grants such Benefit shall
control those in a different section. In the case of any conflict between the terms of
the Plan relating to a Benefit and the terms of an Agreement relating to a Benefit, the
terms of the Plan shall control.



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	3.	 	COMMON STOCK






	 	3.1.	 	Number of Shares.






               The number of Shares which may be issued or sold or for which Options, SARs or
Performance Shares may be granted under the Plan shall be 18,195,312. Such Shares may be
authorized but unissued Shares, Shares held in the treasury, or both. The full number of
Shares available may be used for any type of Option or other Benefit.




	 	3.2.	 	Reusage.






               If an Option or SAR expires or is terminated, surrendered, or canceled without
having been fully exercised, if Restricted Shares or Performance Shares are forfeited, or
if any other grant results in any Shares not being issued, the Shares covered by such
Option or SAR, grant of Restricted Shares, Performance Shares or other grant, as the case
may be, shall again be available for use under the Plan. Any Shares which are used as
full or partial payment to the Company upon exercise of an Option or for any other
Benefit that requires a payment to the Company shall be available for purposes of the
Plan.




	 	3.3.	 	Adjustments.






               If there is any change in the Common Stock of the Company by reason of any stock
dividend, spin-off, split-up, spin-out, recapitalization, merger, consolidation,
reorganization, combination or exchange of shares, or otherwise, the number of SARs and
number and class of shares available for Options and grants of Restricted Stock,
Performance Shares and Other Stock Based Awards and the number of Shares subject to
outstanding Options, SARs, grants of Restricted Stock which are not vested, grants of
Performance Shares which are not vested, and Other Stock Based Awards, and the price
thereof, as applicable, shall be appropriately adjusted by the Committee.




	4.	 	ELIGIBILITY






	 	4.1.	 	Determined By Committee.






               The Participants in this Plan shall be those persons who received options to
purchase Digital Angel Corporation common stock pursuant to the Digital Angel.net, Inc.
Restated Flexible Stock Plan on or prior to March 27, 2002.




	5.	 	ADMINISTRATION






	 	5.1.	 	Committee.






               The Plan shall be administered by the Committee. The Committee shall consist of the
Board, unless the Board appoints a Committee of two or more but less than all of the
Board. If the Committee does not include the entire Board, it shall serve at the pleasure
of the Board, which may from time to time appoint members in substitution for members
previously appointed and fill vacancies, however caused, in the Committee. The Committee
may select one of its members as its Chairman and shall hold its meetings at such times
and places as it may determine. A majority of its members shall constitute a quorum. All
determinations of the Committee made at a meeting at which a quorum is present shall be
made by a majority of its members present at the meeting. Any decision or determination
reduced to writing and signed by a majority of the members shall be fully as effective as
if it had been made by a majority vote at a meeting duly called and held.



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	 	5.2.	 	Authority.






               Subject to the terms of the Plan, the Committee shall have discretionary authority to:




(a) determine the individuals to whom Benefits are granted, the type and amounts of
Benefits to be granted and the date of issuance and duration of all such grants;




(b) determine the terms, conditions and provisions of, and restrictions relating to,
each Benefit granted;




(c) interpret and construe the Plan and all Agreements;




(d) prescribe, amend and rescind rules and regulations relating to the Plan;




(e) determine the content and form of all Agreements;




(f) determine all questions relating to Benefits under the Plan;




(g) maintain accounts, records and ledgers relating to Benefits;




(h) maintain records concerning its decisions and proceedings;




(i) employ agents, attorneys, accountants or other persons for such purposes as the
Committee considers necessary or desirable;




(j) take, at any time, any action required or permitted by Section 9.1 or 9.2(a),
respectively, irrespective of whether any Change of Control has occurred or is
imminent;




(k) determine, except to the extent otherwise provided in the Plan, whether and the
extent to which Benefits under the Plan will be structured to conform to the
requirements applicable to Performance-Based Compensation, and to take such action,
establish such procedures, and impose such restrictions at the time such Benefits
are granted as the Committee determines to be necessary or appropriate to conform to
such requirements; and




(l) do and perform all acts which it may deem necessary or appropriate for the
administration of the Plan and carry out the purposes of the Plan.




	 	5.3.	 	Delegation.






               Except as required by Rule 16b-3 with respect to grants of Options, Stock
Appreciation Awards, Performance Shares, Other Stock Based Awards, or other Benefits to
individuals who are subject to Section 16 of the Exchange Act or as otherwise required
for compliance with Rule 16b-3 or other applicable law, the Committee may delegate all or
any part of its authority under the Plan to any Employee, Employees or committee.




	 	5.4.	 	Determination.






               All determinations of the Committee shall be final.




	6.	 	AMENDMENT






	 	6.1.	 	Power of Board.






               Except as hereinafter provided, the Board shall have the sole right and power to
amend the Plan at any time and from time to time.



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	 	6.2.	 	Limitation.






               The Board may not amend the Plan, without approval of the stockholders of the Company:




               (a) in a manner which would cause Options which are intended to qualify as ISOs to fail
to qualify;




               (b) in a manner which would cause the Plan to fail to meet the requirements of Rule
16b-3; or




               (c) in a manner which would violate applicable law.




	7.	 	TERM AND TERMINATION






	 	7.1.	 	Term.






               The Plan shall commence as of the Effective Date and, subject to the terms of the
Plan, including those requiring approval by the stockholders of the Company and those
limiting the period over which ISOs or any other Benefits may be granted, shall continue
in full force and effect until terminated.




	 	7.2.	 	Termination.






               The Plan may be terminated at any time by the Board.




	8.	 	MODIFICATION OR TERMINATION OF BENEFITS






	 	8.1.	 	General.






               Subject to the provisions of Section 8.2, the amendment or termination of the Plan
shall not adversely affect a Participant’s right to any Benefit granted prior to such
amendment or termination.




	 	8.2.	 	Committee’s Right.






               Any Benefit granted may be converted, modified, forfeited or canceled, in whole or
in part, by the Committee if and to the extent permitted in the Plan or applicable
Agreement or with the consent of the
Participant to whom such Benefit was granted. Except as may be provided in an
Agreement, the Committee may, in its sole discretion, in whole or in part, waive any
restrictions or conditions applicable to, or accelerate the vesting of, any Benefit.




	9.	 	CHANGE OF CONTROL






	 	9.1.	 	Vesting and Payment.






               In the event of a Change of Control:




(a) all outstanding Options shall become fully exercisable, except to the extent
that the right to exercise the Option is subject to restrictions established in
connection with an SAR that is issued in tandem with the Option;




(b) all outstanding SARs shall become immediately payable, except to the extent that
the right to exercise the SAR is subject to restrictions established in connection
with an Option that is issued in tandem with the SAR.




(c) all Shares of Restricted Stock shall become fully vested;




(d) all Performance Shares shall be deemed to be fully earned and shall be paid out
in such manner as determined by the Committee; and




(e) all Cash Awards, Other Stock Based Awards and other Benefits shall become fully
vested and/or earned and paid out in such manner as determined by the Committee.



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	 	9.2.	 	Other Action.






               In the event of a Change of Control, the Committee, in its sole discretion, may, in
addition to the provisions of Section 9.1 above and to the extent not inconsistent
therewith:




(a) provide for the purchase of any Benefit for an amount of cash equal to the
amount which could have been attained upon the exercise or realization of such
Benefit had such Benefit been currently exercisable or payable;




(b) make such adjustment to the Benefits then outstanding as the Committee deems
appropriate to reflect such transaction or change; and/or




(c) cause the Benefits then outstanding to be assumed, or new Benefits substituted
therefor, by the surviving corporation in such change.




	10.	 	AGREEMENTS AND CERTAIN BENEFITS






	 	10.1.	 	Grant Evidenced by Agreement.






               The grant of any Benefit under the Plan may be evidenced by an Agreement which shall
describe the specific Benefit granted and the terms and conditions of the Benefit. The
granting of any Benefit shall be subject to, and conditioned upon, the recipient’s
execution of any Agreement required by the Committee. Except as otherwise provided in an
Agreement, all capitalized terms used in the Agreement shall have the same meaning as in
the Plan, and the Agreement shall be subject to all of the terms of the Plan.




	 	10.2.	 	Provisions of Agreement.






               Each Agreement shall contain such provisions that the Committee shall determine to
be necessary, desirable and appropriate for the Benefit granted which may include, but
not necessarily be limited to, the following with respect to any Benefit: description of
the type of Benefit; the Benefit’s duration; its transferability; if an Option, the
exercise price, the exercise period and the person or persons who may exercise the
Option; the effect upon such Benefit of the Participant’s death, disability, changes of
duties or termination of employment; the Benefit’s conditions; when, if, and how any
Benefit may be forfeited, converted into another Benefit, modified, exchanged for another
Benefit, or replaced; and the restrictions on any Shares purchased or granted under the
Plan.




	 	10.3.	 	Transferability.






               Unless otherwise specified in an Agreement or permitted by the Committee, each
Benefit granted shall be not transferable other than by will or the laws of descent and
distribution and shall be exercisable during a Participant’s lifetime only by him.




	11.	 	REPLACEMENT AND TANDEM AWARDS






	 	11.1.	 	Replacement.






               The Committee may permit a Participant to elect to surrender a Benefit in exchange for
a new Benefit.




	 	11.2.	 	Tandem Awards.






               Awards may be granted by the Committee in tandem. However, no Benefit may be
granted in tandem with an ISO except SARs.



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	12.	 	PAYMENT, DIVIDENDS, DEFERRAL AND WITHHOLDING






	 	12.1.	 	Payment.






               Upon the exercise of an Option or in the case of any other Benefit that
requires a payment by a Participant to the Company, the amount due the Company is
to be paid:




(a) in cash, including by means of a so-called “cashless exercise” of an Option;




(b) by the surrender of all or part of a Benefit (including the Benefit being
exercised);




(c) by the tender to the Company of Shares owned by the optionee and registered in
his name having a Fair Market Value equal to the amount due to the Company;




(d) in other property, rights and credits deemed acceptable by the Committee,
including the Participant’s promissory note;




(e) by any combination of the payment methods specified in (a), (b), (c) and (d)
above.



     Notwithstanding, the foregoing, any method of payment other than (a) may be used only with the
consent of the Committee or if and to the extent so provided in an Agreement. The proceeds of the
sale of Shares purchased pursuant to an Option and any payment to the Company for other Benefits
shall be added to the general funds of the
Company or to the Shares held in treasury, as the case may be, and used for the corporate
purposes of the Company as the Board shall determine.




	 	12.2.	 	Dividend Equivalents.






               Grants of Benefits in Shares or Share equivalents may include dividend equivalent
payments or dividend credit rights.




	 	12.3.	 	Deferral.






               The right to receive any Benefit under the Plan may, at the request of the
Participant, be deferred for such period and upon such terms as the Committee shall
determine, which may include crediting of interest on deferrals of cash and crediting of
dividends on deferrals denominated in Shares.




	 	12.4.	 	Withholding.






               The Company may, at the time any distribution is made under the Plan, whether in
cash or in Shares, or at the time any Option is exercised, withhold from such
distribution or Shares issuable upon the exercise of an Option, any amount necessary to
satisfy federal, state and local income and/or other tax withholding requirements with
respect to such distribution or exercise of such Options. The Committee or the Company
may require a participant to tender to the Company cash and/or Shares in the amount
necessary to comply with any such withholding requirements.




	13.	 	OPTIONS






	 	13.1.	 	Types of Options.






               It is intended that both ISOs and NQSOs, which may be Reload Options, may be granted
by the Committee under the Plan.




	 	13.2.	 	Grant of ISOs and Option Price.






               Each ISO must be granted to an Employee and granted within ten years from the
earlier of the date of adoption by the Board or the Effective Date. The purchase price
for Shares under any ISO shall be no less than the Fair Market Value of the Shares at the
time the Option is granted.



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	 	13.3.	 	Other Requirements for ISOs.






               The terms of each Option which is intended to qualify as an ISO shall meet all
requirements of Section 422 of the Code.




	 	13.4.	 	NQSOs.






               The terms of each NQSO shall provide that such Option will not be treated as an ISO.
The purchase price for Shares under any NQSO shall be no less than 85% of the Fair Market
Value of the Shares at the time the Option is granted.




	 	13.5.	 	Determination by Committee.






               Except as otherwise provided in Section 13.2 through Section 13.4, the terms of all
Options shall be determined by the Committee.




	14.	 	SARS






	 	14.1.	 	Grant and Payment.






               The Committee may grant SARs. Upon electing to receive payment of a SAR, a
Participant shall receive payment in cash, in Shares, or in any combination of cash and
Shares, as the Committee shall determine.




	 	14.2.	 	Grant of Tandem Award.






               The Committee may grant SARs in tandem with an Option, in which case: the exercise
of the Option shall cause a correlative reduction in SARs standing to a Participant’s
credit which were granted in tandem with the Option; and the payment of SARs shall cause
a correlative reduction of the Shares under such Option.




	 	14.3.	 	ISO Tandem Award.






               When SARs are granted in tandem with an ISO, the SARs shall have such terms and
conditions as shall be required for the ISO to qualify as an ISO.




	 	14.4.	 	Payment of Award.






               SARs shall be paid by the Company to a Participant, to the extent payment is elected
by the Participant (and is otherwise due and payable), as soon as practicable after the
date on which such election is made.




	15.	 	ANNUAL LIMITATIONS






	 	15.1.	 	Limitation on Options and SARs.






               The number of (a) Shares covered by Options where the purchase price is no less than
the Fair Market Value of the Shares on the date of grant plus (b) SARs which may be
granted to any Participant in any Fiscal Year shall not exceed 1,000,000.




	 	15.2.	 	Computations.






               For purposes of Section 15.1: Shares covered by an Option that is canceled shall
count against the maximum, and, if the exercise price under an Option is reduced, the
transaction
shall be treated as a cancellation of the Option and a grant of a new Option; and SARs
covered by a grant of SARs that is canceled shall count against the maximum, and, if the
Fair Market Value of a Share on which the appreciation under a grant of SARs will be
calculated is reduced, the transaction will be treated as a cancellation of the SARs and
the grant of a new grant of SARs.



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	16.	 	RESTRICTED STOCK AND PERFORMANCE SHARES






	 	16.1.	 	Restricted Stock.






               The Committee may grant Benefits in Shares available under Section 3 of the Plan as
Restricted Stock. Shares of Restricted Stock shall be issued and delivered at the time of
the grant or as otherwise determined by the Committee, but shall be subject to forfeiture
until provided otherwise in the applicable Agreement or the Plan. Each certificate
representing Shares of Restricted Stock shall bear a
legend referring to the Plan and the risk of forfeiture of the Shares and stating
that such Shares are nontransferable until all restrictions have been satisfied and the
legend has been removed. At the discretion of the Committee, the grantee may or may not
be entitled to full voting and dividend rights with respect to all shares of Restricted
Stock from the date of grant.




	 	16.2.	 	Cost of Restricted Stock.






               Unless otherwise determined by the Committee, grants of Shares of Restricted Stock
shall be made at a per Share cost to the Participant equal to par value.




	 	16.3.	 	Non-Transferability.






               Shares of Restricted Stock shall not be transferable until after the removal of the
legend with respect to such Shares.




	 	16.4.	 	Performance Shares.






               Performance Shares are the right of an individual to whom a grant of such Shares is
made to receive Shares or cash equal to the Fair Market Value of such Shares at a future
date in accordance with the terms and conditions of such grant. The terms and conditions
shall be determined by the Committee, in its sole discretion, but generally are expected
to be based substantially upon the attainment of targeted profit and/or performance
objectives.




	 	16.5.	 	Grant.






               The Committee may grant an award of Performance Shares. The number of Performance
Shares and the terms and conditions of the grant shall be set forth in the applicable
Agreement.




	17.	 	CASH AWARDS






	 	17.1.	 	Grant.






               The Committee may grant Cash Awards at such times and (subject to Section 17.2) in
such amounts as it deems appropriate.




	 	17.2.	 	Rule 16b-3.






               The amount of any Cash Award in any Fiscal Year to any Participant who is subject to
Section 16 of the Exchange Act shall not exceed the greater of $100,000 or 100% of his
cash compensation (excluding any Cash Award under this Section 17) for such Fiscal Year.



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	 	17.3.	 	Restrictions.






               Cash Awards may be subject or not subject to conditions (such as an investment
requirement), restricted or nonrestricted, vested or subject to forfeiture and may be
payable currently or in the future or both.




	18.	 	OTHER STOCK BASED AWARDS AND OTHER BENEFITS






	 	18.1.	 	Other Stock Based Awards.






               The Committee shall have the right to grant Other Stock Based Awards which may
include, without limitation, the grant of Shares based on certain conditions, the payment
of cash based on the performance of the Common Stock, and the grant of securities
convertible into Shares.




	 	18.2.	 	Other Benefits.






               The Committee shall have the right to provide types of Benefits under the Plan in
addition to those specifically listed, if the Committee believes that such Benefits would
further the purposes for which the Plan was established.




	19.	 	MISCELLANEOUS PROVISIONS






	 	19.1.	 	Underscored References.






               The underscored references contained in the Plan are included for convenience only,
and they shall not be construed as a part of the Plan or in any respect affecting or
modifying its provisions.




	 	19.2.	 	Number and Gender.






               The masculine and neuter, wherever used in the Plan, shall refer to either the
masculine, neuter or feminine; and, unless the context otherwise requires, the singular
shall include the plural and the plural the singular.




	 	19.3.	 	Unfunded Status of Plan.






               The Plan is intended to constitute an “unfunded” plan for incentive and deferred
compensation. With respect to any payments or deliveries of Shares not yet made to a
Participant by the Company, nothing contained herein shall give any rights that are
greater than those of a general creditor of the Company. The Committee may authorize the
creation of trusts or other arrangements to meet the obligations created under the Plan
to deliver Shares or payments hereunder consistent with the foregoing.




	 	19.4.	 	Termination of Employment.






               If the employment of a Participant by the Company terminates for any reason, except
as otherwise provided in an Agreement, all unexercised, deferred, and unpaid Benefits may
be exercisable or paid only in accordance with rules established by the Committee. These
rules may provide, as the Committee may deem appropriate, for the expiration, forfeiture,
continuation, or acceleration of the vesting of all or part of the Benefits.




	 	19.5.	 	Designation of Beneficiary.






               A Participant may file with the Committee a written designation of a beneficiary or
beneficiaries (subject to such limitations as to the classes and number of beneficiaries
and contingent beneficiaries as the Committee may from time to time prescribe) to
exercise, in the event of the death of the Participant, an Option, or to receive, in such
event, any Benefits. The Committee reserves the right to review and approve beneficiary
designations. A Participant may from time to time revoke or change any such designation
of beneficiary and any designation of beneficiary under the Plan shall be controlling
over any other disposition, testamentary or otherwise; provided, however, that if the
Committee shall be in doubt as to the right of any such beneficiary to exercise any
Option or to receive any Benefit, the Committee may determine to recognize only an
exercise by the legal representative of the recipient, in which case the Company, the
Committee and the members thereof shall not be under any further liability to anyone.



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	 	19.6.	 	Governing Law.






               This Plan shall be construed and administered in accordance with the laws of the
State of Delaware, without giving effect to conflict of laws principles.




	 	19.7.	 	Purchase for Investment.






               The Committee may require each person purchasing Shares pursuant to an Option or
other award under the Plan to represent to and agree with the Company in writing that
such person is acquiring the Shares for investment and without a view to distribution or
resale. The certificates for such Shares may include any legend that the Committee deems
appropriate to reflect any restrictions on transfer. All certificates for Shares
delivered under the Plan shall be subject to such stock-transfer orders and other
restrictions as the Committee may deem advisable under all applicable laws, rules and
regulations, and the Committee may cause a legend or legends to be put on any such
certificates to make appropriate references to such restrictions.




	 	19.8.	 	No Employment Contract.






               Neither the adoption of the Plan nor any Benefit granted hereunder shall confer upon
any Employee any right to continued employment nor shall the Plan or any Benefit
interfere in any way with the right of the Employer to terminate the employment of any of
its Employees at any time.




	 	19.9.	 	No Effect on Other Benefits.






               The receipt of Benefits under the Plan shall have no effect on any benefits to which
a Participant may be entitled from the Employer, under another plan or otherwise, or
preclude a Participant from receiving any such benefits.




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