EX-10.8: FORM OF 2003 STOCK OPTION PLAN



 



Exhibit 10.8


NTL INCORPORATED

2003 STOCK OPTION PLAN



	1.	 	Purpose; Construction.
	 
	 	 	This NTL Incorporated 2003 Stock Option Plan (the “Plan”), is intended to
encourage stock ownership by employees, directors and independent
contractors of NTL Incorporated (the “Corporation” ) and its divisions and
subsidiary and parent corporations and other affiliates, so that they may
acquire or increase their proprietary interest in the Corporation, and to
encourage such employees, directors and independent contractors to remain
in the employ or service of the Corporation or its affiliates and to put
forth maximum efforts for the success of the business. To accomplish such
purposes, the Plan provides that the Corporation may grant Incentive Stock
Options (as hereinafter defined) and Nonqualified Stock Options (as
hereinafter defined).
	 
	2.	 	Definitions.
	 
	 	 	As used in this Plan, the following words and phrases shall have the
meanings indicated:




	 	(a)	 	“AFFILIATE” shall have the meaning set forth in Rule 12b-2
under Section 12 of the Exchange Act.
	 
	 	(b)	 	“AFFILIATED ENTITY” shall have the meaning set forth in Section
4 hereof.
	 
	 	(c)	 	“BENEFICIAL OWNER” shall have the meaning set forth in Rule
13d-3 under the Exchange Act, except that a Person shall not be
deemed to be the Beneficial Owner of any securities which are
properly filed on a Form 13-G.
	 
	 	(d)	 	“BOARD” shall mean the Board of Directors of the Corporation.
	 
	 	(e)	 	“CAUSE” shall mean as follows: (a) in the case of an Optionee
whose employment with the Corporation or a Subsidiary Corporation is
subject to the terms of an employment agreement which includes a
definition of “Cause”, the term “Cause” as used in this Plan or any
Option Notice shall have the meaning set forth in such employment
agreement during the period that such employment agreement remains in
effect, and (b), in all other cases, the term “Cause” as used in this
Plan or any Option Notice shall mean (i) an intentional failure to
perform reasonably assigned duties, (ii) dishonesty or willful
misconduct in the performance of duties, (iii) involvement in a
transaction in connection with the performance of duties to the
Corporation or any of its Subsidiary Corporations which transaction
is adverse to the interests of the Corporation or any of its
Subsidiary Corporations and which is engaged in for personal profit
or (iv) willful violation of any law, rule or regulation in
connection with the performance of duties (other than traffic
violations or similar offenses).



 






 







	 	(f)	 	“CODE” shall mean the Internal Revenue Code of 1986, as
amended, and any reference to the Code shall include all treasury
regulations promulgated thereunder.
	 
	 	(g)	 	“COMMITTEE” shall have the meaning set forth in Section 3
hereof.
	 
	 	(h)	 	“COMMON STOCK” shall mean the common stock, par value $.01 per
share, of the Corporation.
	 
	 	(i)	 	“DISABILITY” shall mean as follows: (1) in the case of an
Optionee whose employment with the Corporation or a Subsidiary
Corporation is subject to the terms of an employment agreement which
includes a definition of “Disability”, the term “Disability” as used
in this Plan or any Option Notice shall have the meaning set forth in
such employment agreement during the period that such employment
agreement remains in effect, and (2) in all other cases, the term
“Disability” as used in this Plan or any Option Notice shall have the
same meaning as the term “Disability” as used in the Company’s
long-term disability plan, or, if the Company has no long-term
disability plan, shall mean an Optionee’s inability to engage in any
substantial gainful activity by reason of any medically determinable
physical or mental impairment that can be expected to result in death
or that has lasted or can be expected to last for a continuous period
of not less than twelve (12) months; provided, however, that when
used in connection with the exercise of an Incentive Stock Option
following termination of employment, the term “Disability” as used in
this Plan or any Option Notice shall mean a disability within the
meaning of Section 22(e)(3) of the Code.
	 
	 	(j)	 	“EXCHANGE ACT” shall mean the Securities Exchange Act of 1934,
as amended from time to time.
	 
	 	(k)	 	“FAIR MARKET VALUE” per share as of a particular date shall
mean (i) if the shares of Common Stock are then traded in a stock
exchange, on an over-the-counter market, or otherwise, the closing
price for the shares of Common Stock in such market on such date or,
if there were no such sales on the particular date, but there were
such sales of Common Stock on dates within a reasonable period both
before and after the particular date, the weighted average of the
closing sale prices on the nearest date before and nearest date after
the particular date, (ii) if the provisions of (i) of this subsection
(k) are inapplicable because actual sales are not available during a
reasonable period beginning before and ending after the particular
date, the average between the bona fide bid and asked prices on the
particular date, or if none, the weighted average of the means
between the bona fide bid and asked prices on the nearest trading
date before and the nearest trading date after the particular date,
if both such nearest dates are within a reasonable period, (iii) if
the provisions of (i) and (ii) of this subsection (k) are
inapplicable because no actual sale prices or bona fide bid and asked
prices are available on a date within a reasonable period before the
particular date, but such prices are available on a date within a
reasonable period after the valuation date, or vice versa, then the
average between the highest and lowest available sales prices or bid
and asked prices, or (iv) if the Committee



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	 	 	 	believes the value of the Common Stock determined under (i), (ii) or
(iii) of this subsection (k) does not reflect the fair market value
on the particular date, such value as the Committee in its
discretion may determine.
	 
	 	(l)	 	“INCENTIVE STOCK OPTION” shall mean an Option that is an
“incentive stock option” within the meaning of Section 422 of the
Code, or any successor provision, and that is designated in the
applicable Option Notice as an Incentive Stock Option.
	 
	 	(m)	 	NONQUALIFIED STOCK OPTION” shall mean any Option that is not an
Incentive Stock Option, including any Option that provides (as of the
time such Option is granted) that it will not be treated as an
Incentive Stock Option.
	 
	 	(n)	 	“OPTION” shall mean an option to purchase shares of Common
Stock of the Corporation.
	 
	 	(o)	 	“OPTIONEE” shall mean a person who has been granted an Option
under the Plan.
	 
	 	(p)	 	“PARENT CORPORATION” shall mean any corporation (other than the
Corporation) in an unbroken chain of corporations ending with the
employer corporation if, at the time of granting an Option, each of
the corporations other than the employer corporation owns stock
possessing fifty percent (50%) or more of the total combined voting
power of all classes of stock in one of the other corporations in
such chain.
	 
	 	(q)	 	“PERSON” shall have the meaning given in Section 3(a)(9) of the
Exchange Act, as modified and used in Sections 13(d) and 14(d)
thereof, except that such term shall not include (i) the Corporation
or any of its Affiliates, (ii) a trustee or other fiduciary holding
securities under an employee benefit plan of the Corporation or any
of its subsidiaries, (iii) an underwriter temporarily holding
securities pursuant to an offering of such securities, or (iv) a
corporation owned, directly or indirectly, by the stockholders of the
Corporation in substantially the same proportions as their ownership
of stock of the Corporation.
	 
	 	(r)	 	“PLAN OF REORGANIZATION” means the Corporation’s pre-negotiated
plan of reorganization, including all supplements, appendices and
schedules thereto.
	 
	 	(s)	 	“RULE 16b-3” shall mean Rule 16b-3 promulgated under Section 16
of the Exchange Act (or any other comparable provisions in effect at
the time or times in question).
	 
	 	(t)	 	“SUBSIDIARY CORPORATION” shall mean any corporation (other than
the Corporation) in an unbroken chain of corporations beginning with
the employer corporation if, at the time of granting an Option, each
of the corporations other than the last corporation in the unbroken
chain owns stock possessing fifty percent (50%) or more of the total
combined voting power of all classes of stock in one of the other
corporations in such chain.



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	3.	 	Administration.
	 
	 	 	The Plan shall be administered by the Compensation and Option Committee of
the Board (the “Compensation and Option Committee”) or such other
committee appointed either by the Board or by such Compensation and Option
Committee (the “Committee” ); provided, however, to the extent determined
necessary to satisfy the requirements for exemption from Section 16(b) of
the Exchange Act with respect to the acquisition or disposition of
securities hereunder or the requirements for exemption from Section 162(m)
of the Code, action by the Committee shall be by a subcommittee of a
committee of the Board composed solely of two or more “non-employee
directors” within the meaning of Rule 16b-3 and “outside directors” as
defined in Section 162(m) of the Code, appointed by the Board or by the
Committee. Notwithstanding anything in the Plan to the contrary, to the
extent determined to be necessary to satisfy an exemption under Rule 16b-3
with respect to a grant hereunder (and, as applicable, with respect to the
disposition to the Corporation of a security hereunder), or as otherwise
determined advisable by the Committee, the terms of such grant and
disposition under the Plan shall be subject to the approval of the Board.
Any approval of the Board, as provided in the preceding sentence, shall
not otherwise limit or restrict the authority of the Committee to make
grants under the Plan. Notwithstanding the foregoing, the mere fact that
a member of the Committee shall fail to qualify as a “non-employee
director” within the meaning of Rule 16b-3 or as an “outside director” as
defined in Section 162(m) of the Code shall not invalidate any Option
granted by the Committee, which Option is otherwise validly made under the
Plan.
	 
	 	 	The Committee shall have the authority and discretion, subject to and not
inconsistent with the express provisions of the Plan, to administer the
Plan and to exercise all the powers and authorities either specifically
granted to it under the Plan or necessary or advisable in the
administration of the Plan, including, without limitation, the authority
to: (1) grant Options; (2) interpret and administer the Plan, (3) resolve
any ambiguity, reconcile any inconsistency, and correct any default or
deficiency and/or supply any omission in the Plan or any instrument or
agreement relating thereto, (4) determine the purchase price of the shares
of Common Stock covered by each Option (the “Option Price”); (5)
determine the type or types of Options to be granted; (6) determine the
persons to whom, and the time or times at which, Options shall be granted;
(7) determine the number of shares to be covered by each Option; (8)
prescribe, amend and rescind rules and regulations relating to the Plan;
(9) determine the terms and provisions of the Option Notices (which need
not be identical) entered into in connection with Options granted under
the Plan; and (10) make all other determinations deemed necessary or
advisable for the administration of the Plan. The Committee may delegate
to one or more of its members or to one or more agents such administrative
duties as it may deem advisable, and the Committee or any person to whom
it has delegated duties as aforesaid may employ one or more persons to
render advice with respect to any responsibility the Committee or such
person may have under the Plan.
	 
	 	 	Unless otherwise expressly provided in the Plan, all designations,
determinations, interpretations, and other decisions under or with respect
to the Plan or any Option or any documents evidencing any and all Options
shall be within the sole discretion of the



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	 	 	Committee, may be made at any time pursuant to the Plan and shall be
final, conclusive, and binding upon all parties, including, without
limitation, the Corporation, Affiliate, any Optionee, any holder or
beneficiary of any Options, and any shareholder of the Corporation.
	 
	 	 	The Board shall fill all vacancies, however caused, in the Committee. The
Board may from time to time appoint additional members to the Committee,
and may at any time remove one or more Committee members and substitute
others. One member of the Committee may be selected by the Board as
chairman. The Committee shall hold its meetings at such times and places,
as it shall deem advisable. All determinations of the Committee shall be
made by a majority of its members either present in person or
participating by conference telephone at any meeting or by written
consent. The Committee may appoint a secretary and make such rules and
regulations for the conduct of its business as it shall deem advisable,
and shall keep minutes of its meetings.
	 
	 	 	No member of the Board or Committee shall be liable for any action taken
or determination made in good faith with respect to the Plan or any Option
granted hereunder.
	 
	4.	 	Eligibility.
	 
	 	 	Options may be granted (i) to employees (including, without limitation,
(x) officers and directors who are employees and (y) any individual to
whom a formal written offer of employment has been extended) and directors
(who are not employees) of the Corporation, including its present or
future divisions, and Subsidiary Corporations and Parent Corporations;
(ii) to employees of an affiliated entity of the Corporation (an
“Affiliated Entity” ) which is designated by the Board to participate in
the Plan; and (iii) to independent contractors of the Corporation,
including its present or future divisions, Subsidiary Corporations, Parent
Corporations or Affiliated Entities. In determining the persons to whom
Options shall be granted and the number of shares to be covered by each
Option, the Committee shall take into account the duties of the respective
persons, their present and potential contributions to the success of the
Corporation and such other factors as the Committee shall deem relevant in
connection with accomplishing the purpose of the Plan.
	 
	 	 	An Optionee shall be eligible to receive more than one grant of an Option
during the term of the Plan, but only on the terms and subject to the
restrictions hereinafter set forth.
	 
	5.	 	Stock.
	 
	 	 	The stock subject to Options hereunder shall be shares of Common Stock.
Such shares may, in whole or in part, be authorized but unissued shares or
shares that shall have been or that may be reacquired by the Corporation.
The aggregate number of shares of Common Stock as to which Options may be
granted from time to time under the Plan shall not exceed 5,000,000, all
of which may be subject to Incentive Stock Options. The limitation
established by the preceding sentence shall be subject to adjustment as
provided in Section 6(j) hereof. The aggregate number of shares of Common
Stock with respect to which



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	 	 	Options may be granted to any individual Optionee during the Corporation’s
fiscal year shall not exceed 750,000.
	 
	 	 	In the event that any outstanding Option under the Plan for any reason
expires or is canceled, surrendered, exchanged or otherwise terminated
without having been exercised in full, the shares of Common Stock
allocable to the unexercised portion of such Option shall (unless the Plan
shall have been terminated) become available for subsequent grants of
Options under the Plan. In addition, if any Option is exercised by
tendering shares, either actually or by attestation, to the Corporation as
full or partial payment of the exercise price, the maximum number of
shares available under the Plan shall be increased by the number of shares
so tendered.
	 
	6.	 	Terms and Conditions of Options.
	 
	 	 	Each Option granted pursuant to the Plan shall be evidenced by a written
notice (an “Option Notice” ) from the Corporation to the Optionee, which
Notice shall comply with and be subject to the following terms and
conditions:




	 	(a)	 	NUMBER OF SHARES. Each Option Notice shall state the number of
shares of Common Stock to which the Option relates.
	 
	 	(b)	 	TYPE OF OPTION. Each Option Notice shall specifically identify
the Option as either an Incentive Stock Option or a Nonqualified
Stock Option.
	 
	 	(c)	 	OPTION PRICE. Each Option Notice shall state the Option Price,
which shall be determined by the Committee at the time of grant;
provided, however, that in the case of an Incentive Stock Option, the
Option Price shall in no event be less than the Fair Market Value of
a share of Common Stock at the time of grant. The Option Price shall
be subject to adjustment as provided in Section 6(j) hereof. An
Option shall be considered to be granted on the date designated by
the Committee in the resolution authorizing the grant of such Option.
	 
	 	(d)	 	MEDIUM AND TIME OF PAYMENT. Options may be exercised in whole
or in part at any time during the Option period by giving written
notice of exercise to the Corporation specifying the number of shares
to be purchased, accompanied by payment of the purchase price.
Payment of the purchase price shall be made in such manner as the
Committee may provide in the Option Notice, which may include cash
(including cash equivalents, such as by certified or bank check
payable to the Corporation), delivery of unrestricted shares of
Common Stock that have been owned by the Optionee or, as applicable,
a permissible transferee (as provided in Section 6(i)) for at least
six months, by means of any cashless exercise procedure approved by
the Committee as permitted by law (including the withholding of
shares of Common Stock otherwise issuable upon exercise), any other
manner determined by the Committee as permitted by law, or any
combination of the foregoing.



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	 	(e)	 	TERM AND EXERCISE OF OPTIONS. Options shall be exercisable
over the exercise period as and at the times and upon the conditions
that the Committee may determine, as reflected in the Option Notice;
provided, however, that the Committee shall have the authority to
accelerate the exercisability of any outstanding Option at such time
and under such circumstances as it, in its sole discretion, deems
appropriate; provided, further, that such exercise period of a
Nonqualified Stock Option shall not exceed eleven (11) years from the
date of grant of such option; provided, further, that such exercise
period of an Incentive Stock Option shall not exceed ten (10) years
from the date of grant of such option. The exercise period shall be
subject to earlier termination as provided in Section 6(g) hereof.
An Option may be exercised, as to any or all full shares of Common
Stock as to which the Option has become exercisable, by giving
written notice of such exercise to the Corporation’s Stock Option
Administrator or to such individual(s) as the Committee may from time
to time designate.
	 
	 	(f)	 	LIMITATIONS ON INCENTIVE STOCK OPTIONS. To the extent that the
aggregate Fair Market Value of shares of Common Stock with respect to
which Incentive Stock Options are exercisable for the first time by
an Optionee during any calendar year under the Plan and any other
stock option plan of the Company shall exceed $100,000, such Options
shall be treated as Nonqualified Stock Options. Such Fair Market
Value shall be determined as of the date on which each such Incentive
Stock Option is granted. In applying the limitation in the preceding
two sentences in the case of multiple Option grants, Options which
were intended to be Incentive Stock Options shall be treated as
Nonqualified Stock Options according to the order in which they were
granted such that the most recently granted Options are first treated
as Nonqualified Stock Options. No Incentive Stock Option may be
granted to an individual if, at the time of the proposed grant, such
individual owns (or is deemed to own under the Code) stock
possessing more than 10% of the total combined voting power of all
classes of stock of the Company unless (1) the Option Price of such
Incentive Stock Option is at least 110% of the Fair Market Value of a
share of Common Stock at the time such Incentive Stock Option is
granted and (2) such Incentive Stock Option is not exercisable after
the expiration of five years from the date such Incentive Stock
Option is granted.
	 
	 	(g)	 	TERMINATION. Except as provided in this Section 6(g) and in
Section 6(h) hereof or in the Option Notice, an Option may not be
exercised by the Optionee to whom it was granted or by a transferee
to whom such Option was transferred (as provided in Section 6(i))
unless the Optionee is then in the employ or service of the
Corporation or a division or any corporation which was, at the time
of grant of such Option, a Subsidiary Corporation or Parent
Corporation thereof (or a corporation or a Parent or Subsidiary
Corporation of such corporation issuing or assuming the Option in a
corporate transaction) or an Affiliated Entity, and unless the
Optionee has remained continuously so employed or continuously
performing such service since the date of grant of the Option.
Unless otherwise provided in the Option Notice, in the event that the
employment or service of an Optionee shall terminate (other than by
reason



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	 	 	 	of death, Disability or retirement), all Options granted to such
Optionee or transferred by such Optionee (as provided in Section
6(i)) that are exercisable at the time of such termination may,
unless earlier terminated in accordance with their terms, be
exercised by the Optionee or by a transferee within three (3) months
after such termination, but not beyond the expiration of the term of
the Option; provided, however, that if the employment or service of
an Optionee shall terminate for Cause, all Options theretofore
granted to such Optionee or transferred by such Optionee (as
provided in Section 6(h)) that are exercisable at the time of such
termination shall, to the extent not theretofore exercised,
terminate. Nothing in the Plan or in any Option Notice shall confer
upon an individual any right to continue in the employ or service of
the Corporation or any of its divisions, Parent or Subsidiary
Corporations or Affiliated Entities or interfere in any way with the
right of the Corporation or any such division, Parent or Subsidiary
Corporation or Affiliated Entity to terminate such employment or
service. The Committee may, in an Option Notice or thereafter,
provide for additional periods to exercise Options following a
termination of an Optionee’s employment or change in such Optionee’s
status of employment arising by reason of the sale of a Subsidiary
Corporation or a division of the Corporation or a Subsidiary
Corporation.
	 
	 	(h)	 	DEATH, DISABILITY OR RETIREMENT OF OPTIONEE. Unless otherwise
provided in the Option Notice, if an Optionee shall die while
employed by or performing services for the Corporation or a division
thereof or any corporation which was, at the time of grant of such
Option, a Subsidiary Corporation or Parent Corporation thereof (or a
corporation or a Parent or Subsidiary Corporation of such corporation
issuing or assuming the Option in a corporate transaction) or an
Affiliated Entity, or within three (3) months after the termination
of such Optionee’s employment or service, other than for Cause, or if
the Optionee’s employment or service shall terminate by reason of
Disability or retirement (as determined by the Committee in its sole
discretion), all Options theretofore granted to such Optionee or
transferred by such Optionee (as provided in Section 6(i)), to the
extent otherwise exercisable at the time of death or termination of
employment or service, may, unless earlier terminated in accordance
with their terms, be exercised by the Optionee or by the Optionee’s
estate or by a person who acquired the right to exercise such Option
by bequest or inheritance or otherwise by reason of the death or
Disability of the Optionee, or by a transferee (as provided in
Section 6(i)), at any time within one year after the date of death,
Disability or retirement of the Optionee, but not beyond the
expiration of the term of the Option.
	 
	 	(i)	 	NONTRANSFERABILITY OF OPTIONS. Unless otherwise provided in
the Option Notice and except as provided in this Section 6(i), any in
any event in the case of an Incentive Stock Option, no Option granted
hereunder shall be transferable by the Optionee to whom granted,
other than by will or the laws of descent and distribution, and the
Option may be exercised during the lifetime of such Optionee only by
the Optionee or such Optionee’s guardian or legal representative. To
the extent the Option Notice so provides, and subject to such
conditions as the Committee may



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	 	 	 	prescribe, an Optionee may, upon providing written notice to the
General Counsel of the Corporation, elect to transfer the
Nonqualified Stock Options granted to such Optionee pursuant to such
agreement, without consideration therefor, to members of his or her
“immediate family” (as defined below), to a trust or trusts
maintained solely for the benefit of the Optionee and/or the members
of his or her immediate family, or to a partnership or partnerships
whose only partners are the Optionee and/or the members of his or
her immediate family. Any purported assignment, alienation, pledge,
attachment, sale, transfer, or encumbrance that does not qualify as
a permissible transfer under this Section 6(i) shall be void and
unenforceable against the Plan and the Corporation. For purposes of
this Section 6(i), the term “immediate family” shall mean, with
respect to a particular Optionee, the Optionee’s spouse, children or
grandchildren, and such other persons as may be determined by the
Committee. The terms of any such Option and the Plan shall be
binding upon a permissible transferee, and the beneficiaries,
executors, administrators, heirs and successors of the Optionee and,
as applicable, a permissible transferee.
	 
	 	(j)	 	EFFECT OF CERTAIN CHANGES.




	 	(1)	 	If there is any change in the number of shares of
Common Stock through the declaration of stock or cash
dividends, or recapitalization resulting in stock splits or
reverse stock splits, or combinations or exchanges of such
shares, or other corporate actions or transactions affecting
the capitalization of the Corporation, the aggregate number of
shares of Common Stock available for Options, the aggregate
number of Options that may be granted to any person in any
calendar year, the number of such shares covered by outstanding
Options, and the price per share of such Options shall be
proportionately adjusted by the Committee to reflect any
increase or decrease in the number of issued shares of Common
Stock so as to in the Committee’s judgment and sole discretion
prevent the diminution or enlargement of the benefits intended
by the Plan; provided, however, that any fractional shares
resulting from such adjustment shall be rounded to the nearest
whole share. In the event of any other extraordinary corporate
transaction, including but not limited to distributions of cash
or other property to the Corporation’s shareholders, the
Committee may equitably adjust outstanding Options as it deems
appropriate.
	 
	 	(2)	 	Unless otherwise provided in an Option Notice, in
the event of the proposed dissolution or liquidation of the
Corporation, in the event of any corporate separation or
division, including, but not limited to, split-up, split-off or
spin-off, or in the event of a merger or consolidation of the
Corporation with another corporation, the Committee (1) may
authorize the redemption of the unexercised portion of the
Option for a consideration per share of Common Stock equal to
the excess, if any, of (i) the consideration payable per share
of Common Stock in connection which such transaction, over (ii)
the purchase price per share of Common Stock subject to the
Option (and any Option so redeemed shall terminate upon the
making of such payment), (2) may provide



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	 	 	 	that the holder of each Option shall, prior to such action or
transaction (but conditioned upon the occurrence thereof),
have the right to exercise such Option (at its then Option
Price) or (3) may equitably adjust outstanding Options in such
other manner as it deems appropriate.
	 
	 	(3)	 	Unless otherwise provided in an Option Notice, if
there is an “Acceleration Event” while unexercised Options
remain outstanding under the Plan then from and after the date
of the Acceleration Event (the “Acceleration Date” ), all
Options that have not expired or terminated in accordance with
the Plan or the Option Notice shall be exercisable in full,
whether or not otherwise exercisable. Following the
Acceleration Date, the Committee shall, in the case of a
merger, consolidation or sale or disposition of assets,
promptly make an appropriate adjustment to the number and class
of shares of Common Stock available for Options, and to the
amount and kind of shares or other securities or property
receivable upon exercise of any outstanding Options after the
effective date of such transaction, and the price thereof.
	 
	 	 	 	An “Acceleration Event” shall be deemed to have occurred if
the event set forth in any one of the following paragraphs
shall have occurred; provided, however, that the transactions
effected by the Plan of Reorganization shall in no event
constitute an Acceleration Event:




	 	(i)	 	Any Person is or becomes the Beneficial
Owner, directly or indirectly, of securities of the
Corporation (not including in the securities beneficially
owned by such Person any securities acquired directly
from the Corporation) representing 30% or more of the
combined voting power of the Corporation’s then
outstanding securities, excluding any Person who becomes
such a Beneficial Owner in connection with a transaction
described in clause (a) of Paragraph (iii) below; or
	 
	 	(ii)	 	the following individuals cease for any
reason to constitute a majority of the number of
directors then serving: individuals who, on the date the
Plan is adopted by the Board, constitute the Board and
any new director (other than a director whose initial
assumption of office is in connection with an actual or
threatened election contest, including but not limited to
a consent solicitation, relating to the election of
directors of the Corporation) whose appointment or
election by the Board or nomination for election by the
Corporation’s stockholders was approved or recommended by
a vote of at least a majority of the directors then still
in office who either were directors on the date hereof or
whose appointment, election or nomination for election
was previously so approved or recommended; or
	 
	 	(iii)	 	there is consummated a merger or
consolidation of the Corporation or any direct or
indirect subsidiary of the Corporation with any other



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	 	 	 	corporation, other than (a) a merger or consolidation
which would result in the voting securities of the
Corporation outstanding immediately prior to such merger
or consolidation continuing to represent (either by
remaining outstanding or by being converted into voting
securities of the surviving entity or any parent
thereof) at least 50% of the combined voting power of
the securities of the Corporation or such surviving
entity or any parent thereof outstanding immediately
after such merger or consolidation, or (b) a merger or
consolidation effected to implement a recapitalization
of the Corporation (or similar transaction) in which no
Person is or becomes the Beneficial Owner, directly or
indirectly, of securities of the Corporation (not
including in the securities beneficially owned by such
Person any securities acquired directly from the
Corporation) representing 30% or more of the combined
voting power of the Corporation’s then outstanding
securities; or
	 
	 	(iv)	 	the stockholders of the Corporation
approve a plan of complete liquidation or dissolution of
the Corporation or there is consummated an agreement for
the sale or disposition by the Corporation of all or
substantially all of the Corporation’s assets, other than
a sale or disposition by the Corporation of all or
substantially all of the Corporation’s assets to an
entity, at least 50% of the combined voting power of the
voting securities of which are owned by the stockholders
of the Corporation immediately prior to such sale.




	 	 	 	Notwithstanding the foregoing, an “Acceleration Event” shall
not be deemed to have occurred by virtue of the consummation
of any transaction or series of integrated transactions
immediately following which the record holders of the common
stock of the Corporation immediately prior to such transaction
or series of transactions continue to have substantially the
same proportionate ownership in an entity which owns all or
substantially all of the assets of the Corporation immediately
following such transaction or series of transactions.
	 
	 	(4)	 	To the extent that the foregoing adjustments relate
to stock or securities of the Corporation, such adjustments
shall be made by the Committee, whose determination in that
respect shall be final, binding and conclusive.




	 	(k)	 	RIGHTS AS A STOCKHOLDER. An Optionee or a transferee of an
Option shall have no rights as a stockholder with respect to any
shares covered by the Option until the date of the issuance of a
stock certificate to him for such shares. No adjustment shall be
made for dividends (ordinary or extraordinary, whether in cash,
securities or other property) or distribution of other rights for
which the record date is prior to the date such stock certificate is
issued, except as provided in Section 6(j) hereof.
	 
	 	(l)	 	RIGHTS AS AN EMPLOYEE. Nothing in the Plan or in any
instrument executed pursuant to the Plan will confer upon any
Optionee any right to continue in the



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	 	 	 	employ of the Corporation or affect the right of the Corporation to
terminate the employment of any Optionee at any time with or without
cause.
	 
	 	(m)	 	OTHER PROVISIONS. The Option Notices authorized under the Plan
shall contain such other provisions, including, without limitation,
the imposition of restrictions upon the exercise of an Option or the
transfer of shares of Common Stock underlying an Option and the
inclusion of any condition as the Committee shall deem advisable.




	7.	 	Agreement by Optionee Regarding Withholding Taxes.
	 
	 	 	As a condition of exercise, each Optionee agrees that:




	 	(a)	 	no later than the date of exercise of any Option granted
hereunder, the Optionee will pay to the Corporation or make
arrangements satisfactory to the Committee regarding payment of any
federal, state or local taxes of any kind required or permitted by
law to be withheld upon the exercise of such Option; and
	 
	 	(b)	 	the Corporation shall, to the extent permitted or required by
law, have the right to deduct federal, state and local and employment
taxes of any kind permitted or required by law to be withheld upon
the exercise of such Option from any payment of any kind otherwise
due to the Optionee.




	 	 	With the approval of the Committee, an Optionee may satisfy the foregoing
requirement by electing to have the Corporation withhold from delivery
shares of Common Stock or by delivering already owned unrestricted shares
of Common Stock, in each case, having a value equal to the minimum amount
of tax required to be withheld. Such shares shall be valued at their Fair
Market Value on the date which the amount of tax to be withheld is
determined. Fractional share amounts shall be settled in cash. Such an
election may be made with respect to all or any portion of the shares to
be delivered pursuant to an Option.
	 
	8.	 	Term of Plan.
	 
	 	 	Options may be granted pursuant to the Plan from time to time within a
period of ten (10) years from the date the Plan is adopted by the Board.
	 
	9.	 	Amendment and Termination of the Plan.
	 
	 	 	The Committee at any time and from time to time may suspend, terminate,
modify or amend the Plan. Except as provided in Section 6 hereof, no
suspension, termination, modification or amendment of the Plan may
adversely affect any Option previously granted, unless the written consent
of the Optionee or, as applicable, a permissible transferee (as provided
in Section 6(i)) is obtained.



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	10.	 	Interpretation.
	 
	 	 	The Plan is designed and intended, to the extent applicable, to comply
with Rule 16b-3 and all provisions hereof and to satisfy the requirements
of Section 162(m) of the Code and any other applicable law and shall be
construed in a manner to so comply.
	 
	11.	 	Effect of Headings.
	 
	 	 	The section and subsection headings contained herein are for convenience
only and shall not affect the construction hereof.
	 
	12.	 	Governing Law.
	 
	 	 	The Plan shall be governed by the laws of the State of Delaware.
	 
	13.	 	Effective Date of Plan.
	 
	 	 	The effective date of the Plan is the date the Plan is adopted by the
Board, subject to the approval of the Corporation’s stockholders within
twelve months before or after such date.




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