Prepared by MERRILL CORPORATION




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Exhibit 4.4  


 
  THESEUS IMAGING CORPORATION
  
    1998 EMPLOYEE, DIRECTOR AND CONSULTANT STOCK PLAN    
  


	1.
	DEFINITIONS.



Unless
otherwise specified or unless the context otherwise requires, the following terms, as used in this Theseus Imaging Corporation 1998 Employee, Director and Consultant Stock Plan, have the
following meanings: 



Administrator means the Board of Directors, unless it has delegated power to act on its behalf to the Committee, in which case the Administrator means
the Committee. 


Affiliate means a corporation which, for purposes of Section 424 of the Code, is a parent or subsidiary of the Company, direct or indirect. 


Board of Directors means the Board of Directors of the Company. 



Code means the United States Internal Revenue Code of 1986, as amended. 


Committee means the committee of the Board of Directors to which the Board of Directors has delegated power to act under or pursuant to the provisions
of the Plan. 


Common Stock means shares of the Company's common stock, $.01 par value per share. 


Company means Theseus Imaging Corporation, a Delaware corporation. 



Disability or Disabled means permanent and total disability as defined in Section 22(e)(3) of the
Code. 


Fair Market Value of a Share of Common Stock means: 


(1)  If
the Common Stock is listed on a national securities exchange or traded in the over-the-counter market and sales prices are regularly reported for the
Common Stock, the closing or last price of the Common Stock on the Composite Tape or other comparable reporting system for the trading day immediately preceding the applicable date; 


(2)  If
the Common Stock is not traded on a national securities exchange but is traded on the over-the-counter market, if sales prices are not regularly reported
for the Common Stock for the trading day referred to in clause (1), and if bid and asked prices for the Common Stock are regularly reported, the mean between the bid and the asked price for the
Common Stock at the close of trading in the over-the-counter market for the trading day on which Common Stock was traded immediately preceding the applicable date; and 


(3)  If
the Common Stock is neither listed on a national securities exchange nor traded in the over-the-counter market, such value as the Administrator, in good
faith, shall determine. 


ISO means an option meant to qualify as an incentive stock option under Section 422 of the Code. 



Key Employee means an employee of the Company or of an Affiliate (including, without limitation, an employee who is also serving as an officer or
director of the Company or of an Affiliate), designated by the Administrator to be eligible to be granted one or more Stock Rights under the Plan. 


Non-Qualified Option means an option which is not intended to qualify as an ISO. 


Option means an ISO or Non-Qualified Option granted under the Plan. 



Option Agreement means an agreement between the Company and a Participant delivered pursuant to the Plan, in such form as the Administrator shall
approve. 









Participant means a Key Employee, director or consultant to whom one or more Stock Rights are granted under the Plan. As used herein, "Participant"
shall include "Participant's Survivors" where the context requires. 


Plan means this Theseus Imaging Corporation 1998 Employee, Director and Consultant Stock Plan. 



Shares means shares of the Common Stock as to which Stock Rights have been or may be granted under the Plan or any shares of capital stock into which
the Shares are changed or for which they are exchanged within the provisions of Paragraph 3 of the Plan. The Shares issued under the Plan may be authorized and unissued shares or shares held by
the Company in its treasury, or both. 


Stock Grant means a grant by the Company of Shares under the Plan. 


Stock Grant Agreement means an agreement between the Company and a Participant delivered pursuant to the Plan, in such form as the Administrator shall
approve. 


Stock Right means a right to Shares of the Company granted pursuant to the Plan—an ISO, a Non-Qualified Option or a Stock Grant. 


Survivors means a deceased Participant's legal representatives and/or any person or persons who acquired the Participant's rights to a Stock Right by
will or by the laws of descent and distribution. 




	2.
	PURPOSES OF THE PLAN.



    The
Plan is intended to encourage ownership of Shares by Key Employees, directors and consultants of the Company in order to attract such people, to induce them to work for the
benefit of the Company or of an Affiliate and to provide additional incentive for them to promote the success of the Company or of an Affiliate. The Plan provides for the granting of ISOs,
Non-Qualified Options and Stock Grants. 


	3.
	SHARES SUBJECT TO THE PLAN.



    The
number of Shares which may be issued from time to time pursuant to this Plan shall be 120,000 or the equivalent of such number of Shares after the Administrator, in its sole
discretion, has interpreted the effect of any stock split, stock dividend, combination, recapitalization or similar transaction in accordance with Paragraph 23 of the Plan. 



    If
an Option ceases to be "outstanding", in whole or in part, or if the Company shall reacquire any Shares issued pursuant to a Stock Grant, the Shares which were subject to such
Option and any Shares so reacquired by the Company shall be available for the granting of other Stock Rights under the Plan. Any Option shall be treated as "outstanding" until such Option is exercised
in full, or terminates or expires under the provisions of the Plan, or by agreement of the parties to the pertinent Option Agreement. 


	4.
	ADMINISTRATION OF THE PLAN.




    The
Administrator of the Plan will be the Board of Directors, except to the extent the Board of Directors delegates its authority to the Committee, in which case the Committee shall
be the Administrator. Subject to the provisions of the Plan, the Administrator is authorized to: 



	a.
	Interpret
the provisions of the Plan or of any Option or Stock Grant and to make all rules and determinations which it deems necessary or advisable for the administration of the
Plan;



	b.
	Determine
which employees of the Company or of an Affiliate shall be designated as Key Employees and which of the Key Employees and directors shall be granted Stock Rights;



	c.
	Determine
the number of Shares for which a Stock Right or Stock Rights shall be granted; and 









	d.
	Specify
the terms and conditions upon which a Stock Right or Stock Rights may be granted; 




provided,
however, that all such interpretations, rules, determinations, terms and conditions shall be made and prescribed in the context of preserving the tax status under Section 422 of the
Code of those Options which are designated as ISOs. Subject to the foregoing, the interpretation and construction by
the Administrator of any provisions of the Plan or of any Stock Right granted under it shall be final, unless otherwise determined by the Board of Directors, if the Administrator is the Committee. 


	5.
	ELIGIBILITY FOR PARTICIPATION.



    The
Administrator will, in its sole discretion, name the Participants in the Plan, provided, however, that each Participant must be a Key Employee, director or consultant of the
Company or of an Affiliate at the time a Stock Right is granted. Notwithstanding the foregoing, the Administrator may authorize the grant of a Stock Right to a person not then an employee, director or
consultant of the Company or of an Affiliate; provided, however, that the actual grant of such Stock Right shall be conditioned upon such person becoming eligible to become a Participant at or prior
to the time of the delivery of the Agreement evidencing such Stock Right. ISOs may be granted only to Key Employees. Non-Qualified Options and Stock Grants may be granted to any Key
Employee, director or consultant of the Company or an Affiliate. The granting of any Stock Right to any individual shall neither entitle that individual to, nor disqualify him or her from,
participation in any other grant of Stock Rights. 


	6.
	TERMS AND CONDITIONS OF OPTIONS.



    Each
Option shall be set forth in writing in an Option Agreement, duly executed by the Company and, to the extent required by law or requested by the Company, by the Participant. The
Administrator may provide that Options be granted subject to such conditions as the Administrator may deem appropriate including, without limitation, subsequent approval by the shareholders of the
Company of this Plan or any amendments thereto. The Option Agreements shall be subject to at least the following terms and conditions: 



	A.
	Non-Qualified Options: Each Option intended to be a Non-Qualified Option shall be subject to the terms and
conditions which the Administrator determines to be appropriate and in the best interest of the Company, subject to the following minimum standards for any such Non-Qualified Option:



	a.
	Option
Price: Each Option Agreement shall state the option price (per share) of the Shares covered by each Option, which option price shall be determined by the Administrator but
shall not be less than the par value per share of Common Stock.



	b.
	Each
Option Agreement shall state the number of Shares to which it pertains;



	c.
	Each
Option Agreement shall state the date or dates on which it first is exercisable and the date after which it may no longer be exercised, and may provide that the Option rights
accrue or become
exercisable in installments over a period of months or years, or upon the occurrence of certain conditions or the attainment of stated goals or events; and



	d.
	Exercise
of any Option may be conditioned upon the Participant's execution of a Share purchase agreement in form satisfactory to the Administrator providing for certain protections
for the Company and its other shareholders, including requirements that:



	i.
	The
Participant's or the Participant's Survivors' right to sell or transfer the Shares may be restricted; and



	ii.
	The
Participant or the Participant's Survivors may be required to execute letters of investment intent and must also acknowledge that the Shares
will bear legends noting any applicable restrictions. 













	e.
	Directors' Options: Each director of the Company who is not an employee of or consultant to the Company or any Affiliate, upon first
being elected to the Board of Directors, shall be granted a Non-Qualified Option to purchase 2,500 Shares. Each such Option shall 










(i) have
an exercise price equal to the Fair Market Value (per share) of the Shares on the date of grant of the Option, (ii) have a term of ten years, and (iii) become exercisable
in full upon completion of one full year of service on the Board of Directors after the date of grant. 








Any
director serving on the Board of Directors on August 15, 1998, who is not an employee of or consultant to the Company or any Affiliate, shall be granted a Non-Qualified Option
to purchase 2,500 shares as of such date. Each such Option shall (i) have an exercise price equal to the Fair Market Value (per share) of the Shares on the date of grant of the Option,
(ii) have a term of ten years, and (iii) be immediately exercisable in full. 


On
the date of each reelection to the Board of Directors, provided that on such dates the director has been in the continued and uninterrupted service as a director of the Company since his or her
initial election or appointment and is not an employee of or consultant to the Company or any Affiliate, each director will be granted a Non-Qualified Option to purchase 1,000 Shares. Each
such Option shall (i) have an exercise price equal to the Fair Market Value (per share) of the Shares on the date of grant of the Option, (ii) have a term of ten years, and
(iii) become exercisable in full upon completion of one full year of service on the Board of Directors after the date of grant. 


Any
director entitled to receive an Option under this subparagraph may elect to decline the Option. 





Except
as otherwise provided in the pertinent Option Agreement, if a director who receives Options pursuant to this subparagraph: 




	a.
	ceases
to be a member of the Board of Directors for any reason other than death or Disability, any then unexercised Options granted to such director may be exercised by the director
within a period of ninety (90) days after the date the director ceases to be a member of the Board of Directors, but only to the extent of the number of Shares with respect to which the Options
are exercisable on the date the director ceases to be a member of the Board of Directors, and in no event later than the expiration date of the Option; or



	b.
	ceases
to be a member of the Board of Directors by reason of his or her death or Disability, any then unexercised Options granted to such director may be exercised by the director
(or by the director's personal representative, or the director's Survivors) within a period of one hundred eighty (180) days after the date the director ceases to be a member of the Board of
Directors, but only to the extent of the number of Shares with respect to which the Options are exercisable on the date the director ceases to be a member of the Board of Directors, and in no event
later than the expiration date of the Option. 








	B.
	ISOs: Each Option intended to be an ISO shall be issued only to a Key Employee and be subject to at least the following terms and
conditions, with such additional restrictions or changes as the Administrator determines are appropriate but not in conflict with Section 422 of the Code and relevant regulations and rulings of
the Internal Revenue Service:



	a.
	Minimum
standards: The ISO shall meet the minimum standards required of Non-Qualified Options, as described in Paragraph 6(A) above, except clauses (a) and
(e) thereunder.



	b.
	Option
Price: Immediately before the Option is granted, if the Participant owns, directly or by reason of the applicable attribution rules in Section 424(d) of the Code:



	i.
	Ten
percent (10%) or less of the total combined voting power of all classes of stock of the Company
or an Affiliate, the Option price per share of the Shares covered by 

















each Option shall not be less than one hundred percent (100%) of the Fair Market Value per share of the Shares on the date of the grant of the Option. 



	ii.
	More
than ten percent (10%) of the total combined voting power of all classes of stock of the Company or an Affiliate, the Option price per share
of the Shares covered by each Option shall not be less than one hundred ten percent (110%) of the said Fair Market Value on the date of grant. 









	c.
	Term
of Option: For Participants who own



	i.
	Ten
percent (10%) or less of the total combined voting power of all classes of stock of the Company
or an Affiliate, each Option shall terminate not more than ten (10) years from the date of the grant or at such earlier time as the Option Agreement may provide.



	ii.
	More
than ten percent (10%) of the total combined voting power of all classes of stock of the Company or an Affiliate, each Option shall terminate
not more than five (5) years from the date of the grant or at such earlier time as the Option Agreement may provide. 











	d.
	Limitation
on Yearly Exercise: The Option Agreements shall restrict the amount of Options which may be exercisable in any calendar year (under this or any other ISO plan of the
Company or an Affiliate) so that the aggregate Fair Market Value (determined at the time each ISO is granted) of the stock with respect to which ISOs are exercisable for the first time by the
Participant in any calendar year does not exceed one hundred thousand dollars ($100,000), provided that this subparagraph (d) shall have no force or effect if its inclusion in the Plan is not
necessary for Options issued as ISOs to qualify as ISOs pursuant to Section 422(d) of the Code. 






	7.
	TERMS AND CONDITIONS OF STOCK GRANTS.




    Each
offer of a Stock Grant to a Participant shall state the date prior to which the Stock Grant must be accepted by the Participant, and the principal terms of each Stock Grant shall
be set forth in a Stock Grant Agreement, duly executed by the Company and, to the extent required by law or requested by the Company, by the Participant. The Stock Grant Agreement shall be in a form
approved by the Administrator and shall contain terms and conditions which the Administrator determines to be appropriate and in the best interest of the Company, subject to the following minimum
standards: 



	(a)
	Each
Stock Grant Agreement shall state the purchase price (per share), if any, of the Shares covered by each Stock Grant, which purchase price shall be determined by the
Administrator but shall not be less than the minimum consideration required by the Delaware General Corporation Law on the date of the grant of the Stock Grant;



	(b)
	Each
Stock Grant Agreement shall state the number of Shares to which the Stock Grant pertains; and



	(c)
	Each
Stock Grant Agreement shall include the terms of any right of the Company to reacquire the Shares subject to the Stock Grant, including the time and events upon which such
rights shall accrue and the purchase price therefore, if any. 





	8.
	EXERCISE OF OPTIONS AND ISSUE OF SHARES.



    An
Option (or any part or installment thereof) shall be exercised by giving written notice to the Company at its principal executive office address, together with provision for
payment of the full purchase price in accordance with this Paragraph for the Shares as to which the Option is being exercised, and upon compliance with any other condition(s) set forth in the Option
Agreement. Such written notice shall be signed by the person exercising the Option, shall state the number of Shares with respect to which the Option is being exercised and shall contain any
representation required by the Plan or the Option Agreement. Payment of the purchase price for the Shares as to which such Option is being exercised shall be made (a) in United States dollars
in cash or by check, or (b) at the 







discretion of the Administrator, through delivery of shares of Common Stock having a Fair Market Value equal as of the date of the exercise to the cash exercise price of the Option, or (c) at
the discretion of the Administrator, by having the Company retain from the shares otherwise issuable upon exercise of the Option, a number of shares having a Fair Market Value equal as of the date of
exercise to the exercise price of the Option, or (d) at the discretion of the Administrator, by delivery of the grantee's personal recourse note bearing interest payable not less than annually
at no less than 100% of the applicable Federal rate, as defined in Section 1274(d) of the Code, or (e) at the discretion of the Administrator, in accordance with a cashless exercise
program established with a securities brokerage firm, and approved by the Administrator, or (f) at the discretion of the Administrator, by any combination of (a), (b), (c), (d) and
(e) above. Notwithstanding the foregoing, the Administrator shall accept only such payment on exercise of an ISO as is permitted by Section 422 of the Code. 


    The
Company shall then reasonably promptly deliver the Shares as to which such Option was exercised to the Participant (or to the Participant's Survivors, as the case may be). In
determining what constitutes "reasonably promptly," it is expressly understood that the issuance and delivery of the Shares may be delayed by the Company in order to comply with any law or regulation
(including, without limitation, state securities or "blue sky" laws) which requires the Company to take any action with respect to the Shares prior to their issuance. The Shares shall, upon delivery,
be evidenced by an appropriate certificate or certificates for fully paid, non-assessable Shares. 


    The
Administrator shall have the right to accelerate the date of exercise of any installment of any Option; provided that the Administrator shall not accelerate the exercise date of
any installment of any Option granted to any Key Employee as an ISO (and not previously converted into a Non-Qualified Option pursuant to Paragraph 26) if such acceleration would
violate the annual vesting limitation contained in Section 422(d) of the Code, as described in Paragraph 6.B.d. 


    The
Administrator may, in its discretion, amend any term or condition of an outstanding Option provided (i) such term or condition as amended is permitted by the Plan,
(ii) any such amendment shall be made only with the consent of the Participant to whom the Option was granted, or in the event of the death of the Participant, the Participant's Survivors, if
the amendment is adverse to the Participant, and (iii) any such amendment of any ISO shall be made only after the Administrator, after consulting
the counsel for the Company, determines whether such amendment would constitute a "modification" of any Option which is an ISO (as that term is defined in Section 424(h) of the Code) or would
cause any adverse tax consequences for the holder of such ISO. 


	9.
	ACCEPTANCE OF STOCK GRANT AND ISSUE OF SHARES.



    A
Stock Grant (or any part or installment thereof) shall be accepted by executing the Stock Grant Agreement and delivering it to the Company at its principal office address, together
with provision for payment of the full purchase price, if any, in accordance with this Paragraph for the Shares as to which such Stock Grant is being accepted, and upon compliance with any other
conditions set forth in the Stock Grant Agreement. Payment of the purchase price for the Shares as to which such Stock Grant is being accepted shall be made (a) in United States dollars in cash
or by check, or (b) at the discretion of the Administrator, through delivery of shares of Common Stock having a fair market value equal as of the date of acceptance of the Stock Grant to the
purchase price of the Stock Grant determined in good faith by the Administrator, or (c) at the discretion of the Administrator, by delivery of the grantee's personal recourse note bearing
interest payable not less than annually at no less than 100% of the applicable Federal rate, as defined in Section 1274(d) of the Code, or (d) at the discretion of the Administrator, by
any combination of (a), (b) and (c) above. 


    The
Company shall then reasonably promptly deliver the Shares as to which such Stock Grant was accepted to the Participant (or to the Participant's Survivors, as the case may be),
subject to any escrow provision set forth in the Stock Grant Agreement. In determining what constitutes "reasonably promptly," it is expressly understood that the issuance and delivery of the Shares
may be delayed by the Company in order to comply with any law or regulation (including, without limitation, state securities or "blue sky" laws) which requires the Company to take any action with
respect to the Shares prior to their issuance. 








    The Administrator may, in its discretion, amend any term or condition of an outstanding Stock Grant or Stock Grant Agreement provided (i) such term or condition as amended is
permitted by the Plan, and (ii) any such amendment shall be made only with the consent of the Participant to whom the Stock Grant was made, if the amendment is adverse to the Participant. 


	10.
	RIGHTS AS A SHAREHOLDER.



    No
Participant to whom a Stock Right has been granted shall have rights as a shareholder with respect to any Shares covered by such Stock Right, except after due exercise of the
Option or acceptance of the Stock Grant and tender of the full purchase price, if any, for the Shares being purchased pursuant to such exercise or acceptance and registration of the Shares in the
Company's share register in the name of the Participant. 


	11.
	ASSIGNABILITY AND TRANSFERABILITY OF STOCK RIGHTS.



    By
its terms, a Stock Right granted to a Participant shall not be transferable by the Participant other than (i) by will or by the laws of descent and distribution, or
(ii) as otherwise determined by the Administrator and set forth in the applicable Option Agreement or Stock Grant Agreement. The designation of a beneficiary of a Stock Right by a Participant
shall not be deemed a transfer prohibited by this Paragraph. Except as provided above, a Stock Right shall only be exercisable or may only be accepted, during the Participant's lifetime, by such
Participant (or by his or her legal representative) and shall not be assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) and shall not be subject to execution,
attachment or similar process. Any attempted transfer, assignment, pledge, hypothecation or other disposition of any Stock Right or of any rights granted thereunder contrary to the provisions of this
Plan, or the levy of any attachment or similar process upon a Stock Right, shall be null and void. 


	12.
	EFFECT ON OPTIONS OF TERMINATION OF SERVICE OTHER THAN "FOR CAUSE" OR DEATH OR DISABILITY.




    Except
as otherwise provided in the pertinent Option Agreement in the event of a termination of service (whether as an employee, director or consultant) with the Company or an
Affiliate before the Participant has exercised an Option, the following rules apply: 



	a.
	A
Participant who ceases to be an employee, director or consultant of the Company or of an Affiliate (for any reason other than termination "for cause", Disability, or death for
which events there are special rules in Paragraphs 13, 14, and 15, respectively), may exercise any Option granted to him or her to the extent that the Option is exercisable on the date of such
termination of service, but only within such term as the Administrator has designated in the pertinent Option Agreement.



	b.
	Except
as provided in subparagraph (c) below, or Paragraph 14 or 15, in no event may an Option Agreement provide, if an Option is intended to be an ISO, that the time
for exercise be later than three (3) months after the Participant's termination of employment.



	c.
	The
provisions of this Paragraph, and not the provisions of Paragraph 14 or 15, shall apply to a Participant who subsequently becomes Disabled or dies after the termination
of employment, director or consultant status, provided, however, in the case of a Participant's Disability or death within three (3) months after the termination of employment or director
status, the Participant or the Participant's Survivors may exercise the Option within one (1) year after the date of the Participant's termination of employment, but in no event after the date
of expiration of the term of the Option.



	d.
	Notwithstanding
anything herein to the contrary, if subsequent to a Participant's termination of employment of director or consultant status, but prior to the exercise of an Option,
the Board of Directors determines that, either prior or subsequent to the Participant's termination, the Participant engaged in conduct which would constitute "cause", then such Participant shall
forthwith cease to have any right to exercise any Option. 









	e.
	A
Participant to whom an Option has been granted under the Plan who is absent from work with the Company or with an Affiliate because of temporary disability (any disability other
than a permanent and total Disability as defined in Paragraph 1 hereof), or who is on leave of absence for any purpose, shall not, during the period of any such absence, be deemed, by virtue of
such absence alone, to have terminated such Participant's employment or director status with the Company or with an Affiliate, except as the Administrator may otherwise expressly provide.



	f.
	Except
as required by law or as set forth in the pertinent Option Agreement, Options granted under the Plan shall not be affected by any change of a Participant's status within or
among the Company and any Affiliates, so long as the Participant continues to be an employee, director or consultant of the Company or any Affiliate. 





	13.
	EFFECT ON OPTIONS OF TERMINATION OF SERVICE "FOR CAUSE".



    Except
as otherwise provided in the pertinent Option Agreement, the following rules apply if the Participant's service (whether as an employee, director or consultant) with the
Company or an Affiliate is terminated "for cause" prior to the time that all his or her outstanding Options have been exercised: 



	a.
	All
outstanding and unexercised Options as of the time the Participant is notified his or her service is terminated "for cause" will immediately be forfeited.



	b.
	For
purposes of this Plan, "cause" shall include (and is not limited to) dishonesty with respect to the Company or any Affiliate, insubordination, substantial malfeasance or
non-feasance of duty, unauthorized disclosure of confidential information, and conduct substantially prejudicial to the business of the Company or any Affiliate. The determination of the
Administrator as to the existence of "cause" will be conclusive on the Participant and the Company.



	c.
	"Cause"
is not limited to events which have occurred prior to a Participant's termination of service, nor is it necessary that the Administrator's finding of "cause" occur prior to
termination. If the Administrator determines, subsequent to a Participant's termination of service but prior to the exercise of an Option, that either prior or subsequent to the Participant's
termination the Participant engaged in conduct which would constitute "cause", then the right to exercise any Option is forfeited.



	d.
	Any
definition in an agreement between the Participant and the Company or an Affiliate, which contains a conflicting definition of "cause" for termination and which is in effect at
the time of such termination, shall supersede the definition in this Plan with respect to such Participant. 





	14.
	EFFECT ON OPTIONS OF TERMINATION OF SERVICE FOR DISABILITY.



    Except
as otherwise provided in the pertinent Option Agreement, a Participant who ceases to be an employee, director or consultant of the Company or of an Affiliate by reason of
Disability may exercise any Option granted to such Participant: 



	a.
	To
the extent exercisable but not exercised on the date of Disability; and



	b.
	In
the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion of any additional rights as would have accrued had the Participant not become
Disabled prior to the end of the accrual period which next ends following the date of Disability. The proration shall be based upon the number of days of such accrual period prior to the date of
Disability. 




    A
Disabled Participant may exercise such rights only within a period of not more than one (1) year after the date of the Participant's termination of employment, directorship
or consultantship, as the case may be, notwithstanding that the Participant might have been able to exercise the Option as to some or all of the Shares on a later date if the Participant had not
become disabled and had continued to be an employee, director or consultant or, if earlier, within the originally prescribed term of the Option. 







    The Administrator shall make the determination both of whether Disability has occurred and the date of its occurrence (unless a procedure for such determination is set forth in
another agreement between the Company and such Participant, in which case such procedure shall be used for such determination). If requested, the Participant shall be examined by a physician selected
or approved by the Administrator, the cost of which examination shall be paid for by the Company. 


	15.
	EFFECT ON OPTIONS OF DEATH WHILE AN EMPLOYEE, DIRECTOR OR CONSULTANT.



    Except
as otherwise provided in the pertinent Option Agreement, in the event of the death of a Participant while the Participant is an employee, director or consultant of the Company
or of an Affiliate, such Option may be exercised by the Participant's Survivors: 



	a.
	To
the extent exercisable but not exercised on the date of death; and



	b.
	In
the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion of any additional rights which would have accrued had the Participant not died
prior to the end of the accrual period which next ends following the date of death. The proration shall be based upon the number of days of such accrual period prior to the Participant's death. 




    If
the Participant's Survivors wish to exercise the Option, they must take all necessary steps to exercise the Option within one (1) year after the date of death of such
Participant, notwithstanding that the decedent might have been able to exercise the Option as to some or all of the Shares on a later date if he or she had not died and had continued to be an
employee, director or consultant or, if earlier, within the originally prescribed term of the Option. 


	16.
	EFFECT OF TERMINATION OF SERVICE ON STOCK GRANTS.



    In
the event of a termination of service (whether as an employee, director or consultant) with the Company or an Affiliate for any reason before the Participant has accepted a Stock
Grant, such offer shall terminate. 


    For
purposes of this Paragraph 16 and Paragraph 17 below, a Participant to whom a Stock Grant has been offered under the Plan who is absent from work with the Company or
with an Affiliate because of temporary disability (any disability other than a permanent and total Disability as defined in Paragraph 1 hereof), or who is on leave of absence for any purpose,
shall not, during the period of any such absence, be deemed, by virtue of such absence alone, to have terminated such Participant's employment, director or consultant status with the Company or with
an Affiliate, except as the Administrator may otherwise expressly provide. 


    In
addition, for purposes of this Paragraph 16 and Paragraph 17 below, any change of employment or other service within or among the Company and any Affiliates shall not
be treated as a termination of employment, director or consultant status so long as the Participant continues to be an employee, director or consultant of the Company or any Affiliate. 


	17.
	EFFECT ON STOCK GRANTS OF TERMINATION OF SERVICE OTHER THAN "FOR CAUSE" OR DEATH OR DISABILITY.



    Except
as otherwise provided in the pertinent Stock Grant Agreement, in the event of a termination of service (whether as an employee, director or consultant), other than termination
"for cause," Disability, or death for which events there are special rules in Paragraphs 18, 19, and 20, respectively, before all Company rights of repurchase shall have lapsed, then the Company shall
have the right to repurchase that number of Shares subject to a Stock Grant as to which the Company's repurchase rights have not lapsed. 





	18.
	EFFECT ON STOCK GRANTS OF TERMINATION OF SERVICE "FOR CAUSE".



    Except
as otherwise provided in the pertinent Stock Grant Agreement, the following rules apply if the Participant's service (whether as an employee, director or consultant) with the
Company or an Affiliate is terminated "for cause": 



	a.
	All
Shares subject to any Stock Grant shall be immediately subject to repurchase by the Company at the purchase price, if any, thereof.



	b.
	For
purposes of this Plan, "cause" shall include (and is not limited to) dishonesty with respect to the employer, insubordination, substantial malfeasance or
non-feasance of duty, unauthorized disclosure of confidential information, and conduct substantially prejudicial to the business of the Company or any Affiliate. The determination of the
Administrator as to the existence of "cause" will be conclusive on the Participant and the Company.



	c.
	"Cause"
is not limited to events which have occurred prior to a Participant's termination of service, nor is it necessary that the Administrator's finding of "cause" occur prior to
termination. If the Administrator determines, subsequent to a Participant's termination of service, that either prior or subsequent to the Participant's termination the Participant engaged in conduct
which would constitute "cause," then the Company's right to repurchase all of such Participant's Shares shall apply.



	d.
	Any
definition in an agreement between the Participant and the Company or an Affiliate, which contains a conflicting definition of "cause" for termination and which is in effect at
the time of such termination, shall supersede the definition in this Plan with respect to such Participant. 





	19.
	EFFECT ON STOCK GRANTS OF TERMINATION OF SERVICE FOR DISABILITY.



    Except
as otherwise provided in the pertinent Stock Grant Agreement, the following rules apply if a Participant ceases to be an employee, director or consultant of the Company or of
an Affiliate by reason of Disability: to the extent the Company's rights of repurchase have not lapsed on the date of Disability, they shall be exercisable; provided, however, that in the event such
rights of repurchase lapse periodically, such rights shall lapse to the extent of a pro rata portion of the Shares subject to such Stock Grant as would have lapsed had the Participant not become
Disabled prior to the end of the vesting period which next ends following the date of Disability. The proration shall be based upon the number of days of such vesting period prior to the date of
Disability. 


    The
Administrator shall make the determination both of whether Disability has occurred and the date of its occurrence (unless a procedure for such determination is set forth in
another agreement between the Company and such Participant, in which case such procedure shall be used for such determination). If requested, the Participant shall be examined by a physician selected
or approved by the Administrator, the cost of which examination shall be paid for by the Company. 


	20.
	EFFECT ON STOCK GRANTS OF DEATH WHILE AN EMPLOYEE, DIRECTOR OR CONSULTANT.




    Except
as otherwise provided in the pertinent Stock Grant Agreement, the following rules apply in the event of the death of a Participant while the Participant is an employee,
director or consultant of the
Company or of an Affiliate: to the extent the Company's rights of repurchase have not lapsed on the date of death, they shall be exercisable; provided, however, that in the event such rights of
repurchase lapse periodically, such rights shall lapse to the extent of a pro rata portion of the Shares subject to such Stock Grant as would have lapsed had the Participant not died prior to the end
of the vesting period which next ends following the date of death. The proration shall be based upon the number of days of such vesting period prior to the Participant's death. 


	21.
	PURCHASE FOR INVESTMENT.



    Unless
the offering and sale of the Shares to be issued upon the particular exercise or acceptance of a Stock Right shall have been effectively registered under the Securities Act of
1933, as now in force 







or hereafter amended (the "1933 Act"), the Company shall be under no obligation to issue the Shares covered by such exercise unless and until the following conditions have been fulfilled: 



	a.
	The
person(s) who exercise(s) or accept(s) such Stock Right shall warrant to the Company, prior to the receipt of such Shares, that such person(s) are acquiring such Shares for
their own respective accounts, for investment, and not with a view to, or for sale in connection with, the distribution of any such Shares, in which event the person(s) acquiring such Shares shall be
bound by the provisions of the following legend which shall be endorsed upon the certificate(s) evidencing their Shares issued pursuant to such exercise or such grant: 






"The
shares represented by this certificate have been taken for investment and they may not be sold or otherwise transferred by any person, including a pledgee, unless (1) either (a) a
Registration Statement with respect to such shares shall be effective under the Securities Act of 1933, as amended, or (b) the Company shall have received an opinion of counsel satisfactory to
it that an exemption from registration under such Act is then available, and (2) there shall have been compliance with all applicable state securities laws." 




	b.
	At
the discretion of the Administrator, the Company shall have received an opinion of its counsel that the Shares may be issued upon such particular exercise or acceptance in
compliance with the 1933 Act without registration thereunder. 





	22.
	DISSOLUTION OR LIQUIDATION OF THE COMPANY.



    Upon
the dissolution or liquidation of the Company, all Options granted under this Plan which as of such date shall not have been exercised and all Stock Grants which have not been
accepted will terminate and become null and void; provided, however, that if the rights of a Participant or a Participant's Survivors have not otherwise terminated and expired, the Participant or the
Participant's Survivors will have the right immediately prior to such dissolution or liquidation to exercise or accept any Stock Right to the extent that the Stock Right is exercisable or subject to
acceptance as of the date immediately prior to such dissolution or liquidation. 


	23.
	ADJUSTMENTS.



    Upon
the occurrence of any of the following events, a Participant's rights with respect to any Stock Right granted to him or her hereunder shall be adjusted as hereinafter provided,
unless otherwise specifically provided in the pertinent Option Agreement or Stock Grant Agreement: 


    A.  Stock Dividends and Stock Splits. If (i) the shares of Common Stock shall be subdivided or combined into a
greater or smaller number of shares or if the Company shall issue any shares of Common Stock as a stock dividend on its outstanding Common Stock, or (ii) additional shares or new or different
shares or other securities of the Company or other non-cash assets are distributed with respect to such shares of Common Stock, the number of shares of Common Stock deliverable upon the
exercise or acceptance of such Stock Right may be appropriately increased or decreased proportionately, and appropriate adjustments may be made in the purchase price per share to reflect such
events. The number of Shares subject to Options to be granted to directors pursuant to Paragraph 6(A)(e) shall also be proportionately adjusted
upon the occurrence of such events. 


    B.  Consolidations or Mergers. If the Company is to be consolidated with or acquired by another entity in a merger, sale
of all or substantially all of the Company's assets or otherwise (an "Acquisition"), the Administrator or the board of directors of any entity assuming the obligations of the Company hereunder (the
"Successor Board"), shall, as to outstanding Options, either (i) make appropriate provision for the continuation of such Options by substituting on an equitable basis for the Shares then
subject to such Options either the consideration payable with respect to the outstanding shares of Common Stock in connection with the Acquisition or securities of any successor or acquiring entity;
or (ii) terminate all Options in exchange for a cash payment equal to the excess of the Fair Market Value of the Shares subject to such Options (either to the extent then exercisable or, at the 







discretion of the Administrator, all Options being made fully exercisable for purposes of this Subparagraph) over the exercise price thereof. 



    With
respect to outstanding Stock Grants, the Administrator or the Successor Board, shall either (i) make appropriate provisions for the continuation of such Stock Grants by
substituting on an
equitable basis for the Shares then subject to such Stock Grants either the consideration payable with respect to the outstanding Shares of Common Stock in connection with the Acquisition or
securities of any successor or acquiring entity; or (ii) terminate all Stock Grants in exchange for a cash payment equal to the excess of the Fair Market Value of the Shares subject to such
Stock Grants over the purchase price thereof, if any. In addition, in the event of an Acquisition, the Administrator may waive any or all Company repurchase rights with respect to outstanding Stock
Grants. 


    C.  Recapitalization or Reorganization. In the event of a recapitalization or reorganization of the Company (other than
a transaction described in Subparagraph B above) pursuant to which securities of the Company or of another corporation are issued with respect to the outstanding shares of Common Stock, a Participant
upon exercising or accepting a Stock Right shall be entitled to receive for the purchase price, if any, paid upon such exercise or acceptance the securities which would have been received if such
Stock Right had been exercised or accepted prior to such recapitalization or reorganization. 


    D.  Modification of ISOs. Notwithstanding the foregoing, any adjustments made pursuant to Subparagraph A, B or C with
respect to ISOs shall be made only after the Administrator, after consulting with counsel for the Company, determines whether such adjustments would constitute a "modification" of such ISOs (as that
term is defined in Section 424(h) of the Code) or would cause any adverse tax consequences for the holders of such ISOs. If the Administrator determines that such adjustments made with respect
to ISOs would constitute a modification of such ISOs, it may refrain from making such adjustments, unless the holder of an ISO specifically requests in writing that such adjustment be made and such
writing indicates that the holder has full knowledge of the consequences of such "modification" on his or her income tax treatment with respect to the ISO. 


	24.
	ISSUANCES OF SECURITIES.



    Except
as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no
adjustment by reason thereof shall be made with respect to, the number or price of shares subject to Stock Rights. Except as expressly provided herein, no adjustments shall be made for dividends paid
in cash or in property (including without limitation, securities) of the Company prior to any issuance of Shares pursuant to a Stock Right. 


	25.
	FRACTIONAL SHARES.



    No
fractional shares shall be issued under the Plan and the person exercising a Stock Right shall receive from the Company cash in lieu of such fractional shares equal to the Fair
Market Value thereof. 


	26.
	CONVERSION OF ISOs INTO NON-QUALIFIED OPTIONS; TERMINATION OF ISOs.



    The
Administrator, at the written request of any Participant, may in its discretion take such actions as may be necessary to convert such Participant's ISOs (or any portions thereof)
that have not been exercised on the date of conversion into Non-Qualified Options at any time prior to the expiration of such ISOs, regardless of whether the Participant is an employee of
the Company or an Affiliate at the time of such conversion. Such actions may include, but not be limited to, extending the exercise period or reducing the exercise price of the appropriate
installments of such Options. At the time of such conversion, the Administrator (with the consent of the Participant) may impose such conditions on the exercise of the resulting
Non-Qualified Options as the Administrator in its discretion may determine, provided that such conditions shall not be inconsistent with this Plan. Nothing in the Plan shall be deemed to
give any Participant the right to have such Participant's ISOs converted into Non-Qualified Options, and no such conversion shall occur until and unless the Administrator takes appropriate 







action. The Administrator, with the consent of the Participant, may also terminate any portion of any ISO that has not been exercised at the time of such conversion. 


	27.
	WITHHOLDING.



    In
the event that any federal, state, or local income taxes, employment taxes, Federal Insurance Contributions Act ("F.I.C.A.") withholdings or other amounts are required by
applicable law or governmental regulation to be withheld from the Participant's salary, wages or other remuneration in connection with the exercise or acceptance of a Stock Right or in connection with
a Disqualifying Disposition (as defined in Paragraph 28) or upon the lapsing of any right of repurchase, the Company may withhold from the Participant's compensation, if any, or may require
that the Participant advance in cash to the Company, or to any Affiliate of the Company which employs or employed the Participant, the amount of such withholdings unless a different withholding
arrangement, including the use of shares of the Company's Common Stock or a promissory note, is authorized by the Administrator (and permitted by law). For purposes hereof, the fair market value of
the shares withheld for purposes of payroll withholding shall be determined in the manner provided in Paragraph 1 above, as of the most recent practicable date prior to the date of exercise. If
the fair market value of the shares withheld is less than the amount of payroll withholdings required, the Participant may be required to advance the difference in cash to the Company or the Affiliate
employer. The Administrator in its discretion may condition the exercise of an Option for less than the then Fair Market Value on the Participant's payment of such additional withholding. 


	28.
	NOTICE TO COMPANY OF DISQUALIFYING DISPOSITION.



    Each
Key Employee who receives an ISO must agree to notify the Company in writing immediately after the Key Employee makes a Disqualifying Disposition of any shares acquired pursuant
to the exercise of an ISO. A Disqualifying Disposition is any disposition (including any sale) of such shares before the later of (a) two years after the date the Key Employee was granted the
ISO, or (b) one year after the date the Key Employee acquired Shares by exercising the ISO. If the Key Employee has died before such stock is sold, these holding period requirements do not
apply and no Disqualifying Disposition can occur thereafter. 


	29.
	TERMINATION OF THE PLAN.



    The
Plan will terminate on July 6, 2008, the date which is ten (10) years from the earlier of the date of its adoption
and the date of its approval by the shareholders of the Company. The Plan may be terminated at an earlier date by vote of the shareholders of the Company; provided, however, that any such earlier
termination shall not affect any Option Agreements or Stock Grant Agreements executed prior to the effective date of such termination. 


	30.
	AMENDMENT OF THE PLAN AND AGREEMENTS.



    The
Plan may be amended by the shareholders of the Company. The Plan may also be amended by the Administrator, including, without limitation, to the extent necessary to qualify any or
all outstanding Stock Rights granted under the Plan or Stock Rights to be granted under the Plan for favorable federal income tax treatment (including deferral of taxation upon exercise) as may be
afforded incentive stock options under Section 422 of the Code, and to the extent necessary to qualify the shares issuable upon exercise or acceptance of any outstanding Stock Rights granted,
or Stock Rights to be granted, under the Plan for listing on any national securities exchange or quotation in any national automated quotation system of securities dealers. Any amendment approved by
the Administrator which the Administrator determines is of a scope that requires shareholder approval shall be subject to obtaining such shareholder approval. Any modification or amendment of the Plan
shall not, without the consent of a Participant, adversely affect his or her rights under a Stock Right previously granted to him or her. With the consent of the Participant affected, the
Administrator may amend outstanding Option Agreements and Stock Grant Agreements in a manner which may be adverse to the Participant but which is not inconsistent with the Plan. In the discretion of
the Administrator, outstanding Option Agreements and Stock Grant Agreements may be amended by the Administrator in a manner which is not adverse to the Participant. 





	31.
	EMPLOYMENT OR OTHER RELATIONSHIP.



    Nothing
in this Plan or any Option Agreement or Stock Grant Agreement shall be deemed to prevent the Company or an Affiliate from terminating the employment, director or consultant
status of a Participant, nor to prevent a Participant from terminating his or her own employment, consultancy or director status or to give any Participant a right to be retained in employment,
consultant or other service by the Company or any Affiliate for any period of time. 


	32.
	GOVERNING LAW.



    This
Plan shall be construed and enforced in accordance with the law of the State of Delaware. 









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THESEUS IMAGING CORPORATION 1998 EMPLOYEE, DIRECTOR AND CONSULTANT STOCK PLAN