**Exhibit
10.80**
 
 
 **AMENDED
AND RESTATED**
 **DIGITAL
ANGEL CORPORATION**
 **TRANSITION
STOCK OPTION PLAN**
 
 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.
  **1**
  
  **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 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**
  
  **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.
 
 **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.
  **3**
  
 
 **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.
 
 **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.
  **4**
  
 **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.
  **5**
  
 **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 16,195,312. 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.
  **6**
  
 
 **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.
  **7**
  
 
 **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.
 
 **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
  **8**
  
 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.
 
 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
 
  **9**
  
 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.
 
 **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);
  **10**
  
 
 (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
  **11**
  
 under any
ISO shall be no less than the Fair Market Value of the Shares at the time the
Option is granted.
 
 **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.
  **12**
  
 **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.
 
 **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.
  **13**
  
 **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.
 
 **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.
  **14**
  
 **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.
 
 **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
  **15**
  
 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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