Unassociated Document


    YTB
INTERNATIONAL, INC.

    


    second
amended and Restated 2004 Stock Option and Restricted Stock Plan

    (Originally
adopted as of December 8, 2004; amended and restated as of July 31,
2007;

    and
amended April 16, 2010)

    


    Background:

    


    A.          
The YTB International, Inc. (the “Company”)
2004 Stock Option and Restricted Stock Plan (the “Plan”)
was originally adopted as of December 8, 2004 and was amended and restated as of
July 31, 2007.

    


    B.           As
of July 31, 2007 (the “Amendment
No. 1 Effective Date”), a reclassification of the capital stock of the
Company was effected and a stock dividend was declared (collectively, the “Reclassification”).  In
the Reclassification, the stockholders of the Company exchanged each share of
the existing common stock, par value $0.001, of the Company (“Existing
Common Stock”) that they had held for one share of the Company’s Class A
Common Stock, par value $0.001 and two shares of the Company’s Class B Common
Stock, par value $0.001 per share.

    


    C.           As
of April 16, 2010 (the “Amendment
No. 2 Effective Date”), the Company’s Board of Directors approved
management’s recommendation to increase
the total number of shares of Common Stock reserved and available for
distribution, under the 2004 Plan from 15,000,000 shares to 20,000,000 million
shares.

    


    Section
1.            Purpose;
Definitions.

    


    1.1           Purpose.  The
purpose of the Plan is to enable the Company to offer to its key employees,
officers, directors and consultants whose past, present and/or potential
contributions to the Company and its Subsidiaries have been, are or will be
important to the success of the Company, an opportunity to acquire a proprietary
interest in the Company.  The various types of long-term incentive
awards which may be provided under the Plan will enable the Company to respond
to changes in compensation practices, tax laws, accounting regulations and the
size and diversity of its businesses.

    


    1.2           Definitions.  For
purposes of the Plan, the following terms shall be defined as set forth
below:

    


    (a)           “Agreement”
means the agreement between the Company and the Holder setting forth the terms
and conditions of an award under the Plan.

    


    (b)   “Amendment No. 1
Effective Date” means July 31, 2007, the date on which the
Reclassification became effective.

    


    (c)   “Amendment No. 2
Effective Date” means April 16, 2010, the date on which Amendment No. 2
became effective.

    


    (c)           “Board”
means the Board of Directors of the Company.

    


    (d)           “Charter
Amendment” means the amended and restated certificate of incorporation of
the Company, as filed with the Secretary of State of the State of Delaware on or
about the Amendment No. 1 Effective Date.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    (e)           “Class A Common
Stock” means on and after the Amendment No. 1 Effective Date the
Company’s Class A Common Stock, par value $0.001 per share, authorized for
issuance under the Company’s Certificate of Incorporation, as amended by the
Charter Amendment.

    


    (f)           “Class B Common
Stock” means on and after the Amendment No. 1 Effective Date the
Company’s Class B Common Stock, par value $0.001 per share, authorized for
issuance under the Company’s Certificate of Incorporation, as amended by the
Charter Amendment.

    


    (g)           “Code”
means the Internal Revenue Code of 1986, as amended from time to time, and any
successor thereto and the regulations promulgated thereunder.

    


    (h)           “Committee”
means the Compensation Committee of the Board or such persons as shall be
designated by the President of the company, or any other committee of the Board,
which the Board may designate to administer the Plan or any portion
thereof.  The Committee shall consist of disinterested persons
appointed by the Board who, during the one year period prior to commencement of
service on the Committee, shall not have participated in, and while serving and
for one year after serving on the Committee, shall not be eligible for selection
as persons to whom awards of Stock may be allocated, or to whom Stock Options
may be granted under the Plan or any other discretionary plan of the Company,
under which participants are entitled to acquire Stock or Stock Options of the
Company.  If no Committee is so designated, then all references in
this Plan to “Committee” shall mean the Board.

    


    (i)           “Common
Stock” means (A) with respect to periods ending prior to the Amendment
No. 1 Effective Date, the Existing Common Stock, and (B) with respect to periods
commencing on the Amendment No. 1 Effective Date, the Class A Common
Stock.  Notwithstanding the foregoing, the term “Common Stock,” when
referring to any Existing Common Stock issued as Restricted Stock or issued or
issuable upon exercise of Stock Options granted, in each case, prior to the
Amendment  No.1 Effective Date, shall, commencing with the Amendment
No. 1 Effective Date, instead be deemed a reference to both Class A Common Stock
and Class B Common Stock, in a ratio of one share of Class A Common Stock for
every two shares of Class B Common Stock.  For example, the number and
type of shares of Common Stock available under the Plan as a result of an award
of Stock Options to purchase ten thousand (10,000) shares of Common Stock that
was granted prior to the Amendment No. 1 Effective Date shall be, commencing on
the Amendment No. 1 Effective Date, ten thousand (10,000) shares of Class A
Common Stock and twenty thousand (20,000) shares of Class B Common Stock in lieu
of ten thousand (10,000) shares of Existing Common Stock.

    


    (j)           “Company”
means YTB International, Inc., a corporation organized under the laws of the
State of Delaware.

    


    (k)           “Continuous
Status as an Employee” means the absence of any interruption or
termination of service as an Employee.  Continuous Status as an
Employee shall not be considered interrupted in the case of sick leave, military
leave, or any other leave of absence approved by the Board.

    


    (l)            
“Employee”
shall mean any person, including officers and directors, employed by the Company
or any Parent or Subsidiary of the Company and for whom a withholding obligation
exists under Section 3401 of the Code by the employing corporation, as
applicable.  The payment of a director’s fee by the Company shall not
be sufficient to constitute “employment” by the Company.

    


    (m)           “Disability”
means disability as determined under procedures established by the Committee for
purposes of the Plan.

    


    
      
         

      

      
        2

        
          

        

      

      
         

      

    

    (n)           “Effective
Date” means the date set forth in Section 11.

    


    (o)           “Existing Common
Stock” means the common stock, par value $0.001 per share, of the Company
authorized for issuance under the Company’s Certificate of Incorporation as in
effect for all periods prior to the effectiveness of the Charter
Amendment.

    


    (p)           “Fair Market
Value”, unless otherwise required by any applicable provision of the Code
or any regulations issued thereunder, means, as of any given
date:  (i) if the Common Stock is listed on a national securities
exchange or quoted on the NASDAQ Global Market or NASDAQ Capital Market, the
last sale price of the Common Stock in the principal trading market for the
Common Stock on the last trading day preceding the date of grant of an award
hereunder, as reported by the exchange or NASDAQ, as the case may be;
(ii) if the Common Stock is not listed on a national securities exchange or
quoted on the NASDAQ Global Market or NASDAQ Capital Market, but is traded in
the over-the-counter market, the closing bid price for the Common Stock on the
last trading day preceding the date of grant of an award hereunder for which
such quotations are reported by the National Quotation Bureau, Incorporated or
similar publisher of such quotations; and (iii) if the fair market value of
the Common Stock cannot be determined pursuant to clause (i) or (ii) above, such
price as the Committee shall determine, in good faith.

    


    (q)           “Holder”
means a person who has received an award under the Plan.

    


    (r)           “Incentive Stock
Option” means any Stock Option intended to be and designated as an
“incentive stock option” within the meaning of Section 422 of the
Code.

    


    (s)           “Non-Qualified
Stock Option” means any Stock Option that is not an Incentive Stock
Option.

    


    (t)           “Normal
Retirement” means retirement from active employment with the Company or
any Subsidiary on or after age 65.

    


    (u)           “Parent”
means any present or future parent corporation of the Company, as such term is
defined in Section 424(e) of the Code.

    


    (v)           “Plan”
means the YTB International, Inc., 2004 Stock Option and Restricted Stock Plan,
as amended and restated hereby and as may be hereinafter amended further from
time to time.

    


    (w)           “Reclassification”
has the meaning assigned to it in paragraph (B) of the Background to the
Plan.

    


    (x)           “Restricted
Stock” means Stock received under an award made pursuant to Section 6
below.

    


    (y)           “Stock”
means the Common Stock of the Company.

    


    (z)           “Stock
Option” or “Option”
means any option to purchase shares of Stock which is granted pursuant to the
Plan.

    


    (aa)         “Subsidiary”
means any present or future subsidiary corporation of the Company, as such term
is defined in Section 424(f) of the Code.

    


    
      
         

      

      
        3

        
          

        

      

      
         

      

    

    Section  2.           
Administration.

    


    2.1           Committee
Membership.  The Plan shall be administered by the Board or a
Committee or such persons as shall be designated by the President of the
Company.  Committee members shall serve for such term as the Board may
in each case determine, and shall be subject to removal at any time by the
Board.

    


    2.2           Powers of
Committee.  The Committee shall have full authority, subject to
Section 2.3 hereof, to award, pursuant to the terms of the Plan: (i) Stock
Options and (ii) Restricted Stock grants.  For purposes of
illustration and not of limitation, the Committee shall have the authority
(subject to the express provisions of this Plan):

    


    (a)           to
select the officers, key employees, directors and consultants of the Company or
any Subsidiary to whom Stock Options and/or Restricted Stock, may from time to
time be awarded hereunder.

    


    (b)           to
determine the terms and conditions, not inconsistent with the terms of the Plan,
of any award granted hereunder (including, but not limited to, number of shares,
share price, any restrictions or limitations, and any vesting, exchange,
surrender, cancellation, acceleration, termination, exercise or forfeiture
provisions, as the Committee shall determine);

    


    (c)           to
determine any specified performance goals or such other factors or criteria
which need to be attained for the vesting of an award granted
hereunder;

    


    (d)           to
determine the terms and conditions under which awards granted hereunder are to
operate on a tandem basis and/or in conjunction with or apart from other equity
awarded under this Plan and cash awards made by the Company or any Subsidiary
outside of this Plan;

    


    (e)           to
determine the extent and circumstances under which Stock and other amounts
payable with respect to an award hereunder shall be deferred which may be either
automatic or at the election of the Holder; and

    


    (f)           to
substitute (i) new Stock Options for previously granted Stock Options,
which previously granted Stock Options have higher option exercise prices and/or
contain other less favorable terms, and (ii) new awards of any other type
for previously granted awards of the same type, which previously granted awards
are upon less favorable terms.

    


    2.3           Interpretation
of Plan.

    


    (a)           Committee
Authority.  Subject to Section 11 hereof, the Committee shall
have the authority to adopt, alter and repeal such administrative rules,
guidelines and practices governing the Plan as it shall, from time to time, deem
advisable, to interpret the terms and provisions of the Plan and any award
issued under the Plan (and to determine the form and substance of all Agreements
relating thereto), and to otherwise supervise the administration of the
Plan.  Subject to Section 11 hereof, all decisions made by the
Committee pursuant to the provisions of the Plan shall be made in the
Committee’s sole discretion and shall be final and binding upon all persons,
including the Company, its Subsidiaries and Holders.

    


    (b)           Incentive Stock
Options.  Anything in the Plan to the contrary notwithstanding,
no term or provision of the Plan relating to Incentive Stock Options or any
Agreement providing for Incentive Stock Options shall be interpreted, amended or
altered, nor shall any discretion or authority granted under the Plan be so
exercised, so as to disqualify the Plan under Section 422 of the Code, or,
without the consent of the Holder(s) affected, to disqualify any Incentive Stock
Option under such Section 422.

    


    
      
         

      

      
        4

        
          

        

      

      
         

      

    

    Section
3.           Stock
Subject to Plan.

    


    The total number of shares of Common
Stock reserved and available for distribution under the Plan shall be 20,000,000
shares (of which 5,838,243 shares remain available, as of the Amendment No. 2
Effective Date, for awards that may be granted after the Amendment No. 2
Effective Date).  Shares of Stock under the Plan may consist, in whole
or in part, of authorized and unissued shares or treasury shares.  If
any shares of Stock that have been optioned cease to be subject to a Stock
Option, or any shares of Stock that are subject to any Restricted Stock granted
hereunder are forfeited or any such award otherwise terminates without a payment
being made to the Holder in the form of Stock, such shares shall again be
available for distribution in connection with future grants and awards under the
Plan.  Only net shares issued upon a stock-for-stock exercise
(including stock used for withholding taxes) shall be counted against the number
of shares available under the Plan.

    


    Section
4.           Eligibility.

    


    Awards may be made or granted to key
employees, officers, directors and consultants who are deemed to have rendered
or to be able to render significant services to the Company or its Subsidiaries
and who are deemed to have contributed or to have the potential to contribute to
the success of the Company.  No Incentive Stock Option shall be
granted to any person who is not an employee of the Company or a Subsidiary at
the time of grant.

    


    I.           STOCK
OPTIONS

    


    Section
5.            Stock
Options.

    


    5.1           Grant and
Exercise.  Stock Options granted under the Plan may be of two
types:  (i) Incentive Stock Options and (ii) Non-Qualified
Stock Options.  Any Stock Option granted under the Plan shall contain
such terms, not inconsistent with this Plan, or with respect to Incentive Stock
Options, the Code, as the Committee may from time to time
approve.  The Committee shall have the authority to grant Incentive
Stock Options, Non-Qualified Stock Options, or both types of Stock Options and
may be granted alone or in addition to other awards granted under the
Plan.  To the extent that any Stock Option intended to qualify as an
Incentive Stock Option does not so qualify, it shall constitute a separate
Non-Qualified Stock Option.  An Incentive Stock Option granted under
this Plan may only be exercised within ten years of the date of grant (or five
years in the case of an Incentive Stock Option granted to optionee (“10%
Stockholder”) who, at the time of grant, owns Stock possessing more than 10% of
the total combined voting power of all classes of stock of the Company or a
Parent or Subsidiary.)

    


    5.2           Terms and
Conditions.  Stock Options granted under the Plan shall be
subject to the following terms and conditions:

    


    (a)           Exercise
Price.  The exercise price per share of Stock purchasable under
a Stock Option shall be determined by the Committee at the time of grant and may
be less than 100% of the Fair Market Value of the Stock as defined above; provided, however, that (i)
the exercise price of an Incentive Stock Option shall not be less than 100% of
the Fair Market Value of the Stock (110%, in the case of 10% Stockholder); and
(ii) the exercise price of a Non-Qualified Stock Option shall not be less than
85% of the Fair Market Value of the Stock as defined above.

    


    (b)           Option
Term.   Subject to the limitations in Section 5.1, the
term of each Stock Option shall be fixed by the Committee.

    


    
      
         

      

      
        5

        
          

        

      

      
         

      

    

    (c)           Exercisability.  Stock
Options shall be exercisable at such time or times and subject to such terms and
conditions as shall be determined by the Committee.  If the Committee
provides, in its discretion, that any Stock Option is exercisable only in
installments, i.e., that it vests over time, the Committee may waive such
installment exercise provisions at any time at or after the time of grant in
whole or in part, based upon such factors as the Committee shall
determine.

    


    (d)           Method of
Exercise.  Subject to whatever installment, exercise and
waiting period provisions are applicable in a particular case, Stock Options may
be exercised in whole or in part at any time during the term of the Option, by
giving written notice of exercise to the Company specifying the number of shares
of Stock to be purchased.  Such notice shall be accompanied by payment
in full of the purchase price, which shall be in cash or, unless otherwise
provided in the Agreement, in shares of Stock (including Restricted Stock) or,
partly in cash and partly in such Stock, or such other means which the Committee
determines are consistent with the Plan’s purpose and applicable
law.  Cash payments shall be made by wire transfer, certified or bank
check or personal check, in each case payable to the order of the Company; provided, however, that the
Company shall not be required to deliver certificates for shares of Stock with
respect to which an Option is exercised until the Company has confirmed the
receipt of good and available funds in payment of the purchase price
thereof.  Payments in the form of Stock shall be valued at the Fair
Market Value of a share of Stock on the date prior to the date of
exercise.  Such payments shall be made by delivery of stock
certificates in negotiable form which are effective to transfer good and valid
title thereto to the Company, free of any liens or encumbrances.  A
Holder shall have none of the rights of a stockholder with respect to the shares
subject to the Option until such shares shall be transferred to the Holder upon
the exercise of the Option.

    


    (e)           Transferability.  No
Stock Option shall be transferable by the Holder otherwise than by will or by
the laws of descent and distribution, and all Stock Options shall be
exercisable, during the Holder’s lifetime, only by the Holder.

    


    (f)           Termination by
Reason of Death.  If a Holder’s employment by the Company or a
Subsidiary terminates by reason of death, any Stock Option held by such Holder
that has not fully vested shall be forfeited, unless otherwise determined by the
Committee at the time of grant and set forth in the Agreement.  Any
fully vested option may thereafter be exercised by the legal representative of
the estate or by the legatee of the Holder under the will of the Holder, for a
period of one year (or such other greater or lesser period as the Committee may
specify at grant) from the date of such death or until the expiration of the
stated term of such Stock Option, whichever period is the shorter.

    


    (g)           Termination by
Reason of Disability.  If a Holder’s employment by the Company
or any Subsidiary terminates by reason of Disability, any Stock Option held by
such Holder that has not fully vested shall be forfeited, unless otherwise
determined by the Committee at the time of grant and set forth in the
Agreement.  Any fully vested option may thereafter be exercised by the
Holder for a period of one year (or such other greater or lesser period as the
Committee may specify at the time of grant) from the date of such termination of
employment or until the expiration of the stated term of such Stock Option,
whichever period is the shorter.

    


    (h)           Other
Termination.  Subject to the provisions of Section 12.3 below
and unless otherwise determined by the Committee at the time of grant and set
forth in the Agreement, if a Holder is an employee of the Company or a
Subsidiary at the time of grant and if such Holder’s employment by the Company
or any Subsidiary terminates for any reason other than death or Disability, the
Stock Option shall thereupon automatically terminate, except that if the
Holder’s employment is terminated by the Company or a Subsidiary without cause
or due to Normal Retirement, then the portion of such Stock Option which has
vested on the date of termination of employment may be exercised for the lesser
of three months after termination of employment or the balance of such Stock
Option’s term.

    


    
      
         

      

      
        6

        
          

        

      

      
         

      

    

    (i)           Additional
Incentive Stock Option Limitation.  In the case of an Incentive
Stock Option, the amount of aggregate Fair Market Value of Stock (determined at
the time of grant of the Option) with respect to which Incentive Stock Options
are exercisable for the first time by a Holder during any calendar year (under
all such plans of the Company and its Parent and any Subsidiary) shall not
exceed $100,000.

    


    (j)           Buyout and
Settlement Provisions.  The Committee may at any time offer to
buy out a Stock Option previously granted, based upon such terms and conditions
as the Committee shall establish and communicate to the Holder at the time that
such offer is made.

    


    (k)           Stock Option
Agreement.  Each grant of a Stock Option shall be confirmed by,
and shall be subject to the terms of an agreement (a “Stock Option Agreement”),
or an amendment thereto, executed by the company and the Holder.  Each
Stock Option Agreement shall set forth (1) the number of shares underlying the
Stock Options awarded to the Holder, (2) the vesting conditions applicable to
the award and (3) such other terms and conditions, not inconsistent with the
Plan, as determined in its discretion by the Committee.

    


    II.           RESTRICTED STOCK
GRANTS

     

    Section
6.           Grant of
Restricted Stock Awards

     

    Subject
to the provisions of the Plan, the Committee shall have full and final
authority, in its discretion, (1) to determine the eligibility of any
individual to receive an award of Restricted Stock under the Plan, (2) to
select from among the eligible individuals the persons who are to receive such
awards and (3) to determine the number of shares of Restricted Stock to be
awarded to any eligible person selected by the Committee and the terms and
conditions of the award.  In determining the number of shares of
Restricted Stock to be granted to any Holder and the terms and conditions of
such award, the Committee shall consider the position and responsibilities of
the individual being considered, the nature and value to the Company of his or
her services, his or her present and/or potential contribution to the success of
the Company, and such other factors as the Committee may deem
relevant.

     

     

    Section
7.             Terms
and Conditions of Restricted Stock Awards

     

    Awards of
Restricted Stock granted under the Plan shall be subject to the following terms
and conditions:

     

    7.1           Date of
Awards.  Awards of Restricted Stock shall be made only as of a
Valuation Date, as defined in Section 7.9.

     

    7.2           Vesting
Conditions.  Awards under the Plan shall consist of a specified
number of shares of Stock (“Restricted Stock”) awarded to a Holder subject to
the satisfaction of one or more vesting conditions determined and specified by
the Committee at the time of the award.  Such vesting conditions may
include:

     

    (i)           Service
Conditions.  A requirement that the Holder remain in the
service of the Company as an employee, director, member of an Advisory Board,
consultant, advisor and/or in such other capacity or capacities as the Committee
may specify (hereinafter referred to as the Holder’s “Service”) from the date of
the award through the Valuation Date or Valuation Dates specified by the
Committee at the time of the award;

     

    
      
         

      

      
        7

        
          

        

      

      
         

      

    

    (ii)           Performance
Conditions.  Satisfaction of such requirements relating to the
performance of the Company, any department, unit or other portion thereof or the
Holder individually as the Committee may determine and specify at the time of
the award; and/or

     

    (iii)           Other
Conditions.  Such other conditions to the vesting of the shares
of Restricted Stock as the Committee may, in its discretion, determine and
specify at the time of the award.

     

    The
vesting conditions to which an award of Restricted Stock is subject may be
stated in the alternative, such that satisfaction of one or more of such
conditions will be sufficient to cause the vesting of the shares of Restricted
Stock, or cumulatively such that vesting will not occur unless and until all of
such conditions is satisfied, or in any combination of the
two.  Vesting conditions may also be stated in such a manner that
vesting of a designated portion of the shares awarded will occur on satisfaction
of one or more specified conditions, whereas satisfaction of additional or
different conditions is required for the vesting of another specified portion or
portions of the shares.  For example, an award may provide for the
vesting of an award in stages upon satisfaction of conditions relating to
specified numbers of years of Service and/or levels of performance.

     

    Unless
otherwise specifically determined by the Committee, the vesting conditions
applicable to an award of Restricted Stock shall be stated in such a manner that
vesting of any shares of Restricted Stock shall occur, if at all, as of one or
more Valuation Dates.

     

    7.3           Restricted Stock
Agreements.  All awards of Restricted Stock shall be confirmed
by and subject to the terms of an agreement (a “Restricted Stock Agreement”),
executed by the Company and the Holder.  Each Restricted Stock
Agreement shall set forth (1) the number of shares of Restricted Stock awarded
to the Holder, (2) the vesting conditions applicable to the award and (3) such
other terms and conditions, not inconsistent with the Plan, as determined in its
discretion by the Committee.

     

    No Holder
shall sell, exchange, assign, alienate, pledge, hypothecate, encumber, charge,
give, devise, or otherwise dispose of, either voluntarily or by operation of law
(hereinafter referred to as “transfer”), any shares of Stock acquired pursuant
to the Plan or any rights or interests appertaining thereto, except as permitted
by the Plan.

     

    7.4           Transfer
Restrictions; Escrow of Restricted Stock.  Unless and until the
vesting conditions prescribed by the Committee for such shares have been
satisfied, a Holder may not sell, exchange, assign, alienate, pledge,
hypothecate, encumber, charge, give, or otherwise dispose of, either voluntarily
or by operation of law (any such action being hereinafter referred to as a
“transfer”) any shares of Restricted Stock, or any interest therein, other than
by Will or the laws of descent and distribution on death of the Holder, and any
attempt to make such a transfer shall be null and void.  Pending
satisfaction of the vesting conditions with respect thereto, the certificates
representing shares of Restricted Stock awarded under the Plan shall be held in
escrow by the Company, and as a condition of any award of Restricted Stock, the
Holder shall deliver to the Company one or more undated stock powers with
respect thereto to be used by the Company in the event any such shares are
forfeited to the Company pursuant to the terms of the Plan or the Restricted
Stock Agreement.  As soon as practicable following satisfaction of the
vesting conditions with respect to any shares of Restricted Stock and payment to
the Company of any amount required for withholding taxes as provided in Section
12.6, the Company will cause a certificate or certificates for such shares to be
delivered to the Holder or in the event of death to the Holder’s personal
representative.  Following satisfaction of the vesting conditions and
delivery of stock certificates to the Holder, shares of Stock acquired pursuant
to the Plan will remain subject to the transfer restrictions provided in Section
8.

     

    
      
         

      

      
        8

        
          

        

      

      
         

      

    

    7.5           Custody and
Payment of Distributions on Restricted Stock.  Unless and until
the vesting conditions with respect to such shares have been satisfied, any
dividends or other distributions paid with respect to shares of Restricted
Stock, whether in cash, securities or other property, and any cash, securities
or other property into which shares of Restricted Stock may be converted or
exchanged by reason of any reorganization, reclassification, recapitalization,
stock split or combination of shares, merger, consolidation or other change
affecting the Company or such shares (collectively “Distributions”), shall be
paid to and held in escrow by the Company subject to the same vesting conditions
as the shares of Restricted Stock to which they relate.  As soon as
practicable following satisfaction of the vesting conditions with respect to any
shares of Restricted Stock and payment to the Company of any amount required for
withholding taxes as provided in Section 12.6, the Company will cause any
Distributions held by the Company with respect to such shares to be paid or
delivered to the Holder or in the event of death to the Holder’s personal
representative.  Notwithstanding the foregoing, if and to the extent
that the Committee shall so determine and specifically provide in the Restricted
Stock Agreement, cash dividends payable from the earnings of the Company may be
paid directly to the Holder, without restrictions, prior to the satisfaction of
the vesting conditions.

     

    7.6           Shareholder
Status of Holders Of Restricted Stock.  As of the date of any
award of Restricted Stock, and unless and until the shares of Restricted Stock
awarded are forfeited to the Company pursuant to the provisions of the Plan or
the Restricted Stock Agreement, the Holder shall be considered for all purposes
to be the beneficial and record owner of the shares of Restricted Stock awarded
to the Holder and to have all rights of a shareholder with respect to such
shares, subject only to the restrictions and other terms and conditions of the
award as specified in the Plan or in the Restricted Stock
Agreement.

     

    7.7           Termination of
Service of Holders of Restricted Stock.  Unless the Committee,
in its discretion, shall otherwise determine and the Restricted Stock Agreement
shall so provide:

     

    (i)           If
the Service of a Holder who is disabled within the meaning of Section 422(c)(6)
of the Code (a “Disabled Holder”) is voluntarily terminated with the consent of
the Company, the vesting conditions applicable to any outstanding Restricted
Stock award held by such Holder and not previously forfeited to the Company
shall be deemed to have been satisfied as of the date of such termination of
Service;

     

    (ii)           Upon
death of a Holder during Service to the Company, the vesting conditions
applicable to any outstanding Restricted Stock award held by such Holder and not
previously forfeited to the Company shall be deemed to have been satisfied as of
the date of death of the Holder; and

     

    (iii)           If
the Service of a Holder terminates for any reason other than voluntary
termination of a Disabled Holder with the consent of the Company or death, all
shares of Restricted Stock held by the Holder as to which the vesting conditions
have not been satisfied as of the time of such termination of employment shall
be automatically be deemed forfeited to the Company, without consideration or
further action being required of the Company.

     

    Whether a
Holder is a Disabled Holder shall be determined in each case, in its discretion,
by the Committee, and any such determination by the Committee shall be final,
binding and conclusive.

     

    7.8           Forfeiture of
Restricted Stock; Determinations by the Committee.  Except as
otherwise specifically provided in the Plan or the Restricted Stock Agreement,
in the event that any of the vesting conditions applicable to shares of
Restricted Stock shall not be satisfied, the shares of Restricted Stock to which
such conditions relates, and any Distributions held by the Company with respect
thereto, shall automatically be deemed to have been forfeited to the Company,
without consideration or further action being required of the
Company.  In the event that the nature of a vesting condition is such
that the determination as to its satisfaction or nonsatisfaction cannot be made
until a later date, such as in the case of an earnings test for a specified
accounting period, the shares subject to such condition shall continue to be
held in escrow by the Company pending final determination as to the satisfaction
of the condition, but the earning or forfeiture of the shares and related
Distributions shall be deemed to have occurred as of the date of satisfaction or
nonsatisfaction of the final vesting condition related to such
shares.  Any question or dispute which may arise as to the
satisfaction or nonsatisfaction of any vesting condition shall be determined, in
its discretion, by the Committee, and any such determination by the Committee
shall be final, binding and conclusive upon the Company, the Holder and all
persons claiming through the Holder.

     

    
      
         

      

      
        9

        
          

        

      

      
         

      

    

    7.9           Valuation of the Restricted
Stock

     

    (a)           As
used for this Section 7 of the Plan, the following terms shall have the
following definitions:

     

    (i)           “Current
Value” as of any date shall mean the Fair Market Value of a share of Stock as of
the most recent Valuation Date for which a determination of Fair Market Value
pursuant to 1.2(k) has been made by the Committee on or before such date, as
adjusted for any stock splits, stock dividends, recapitalizations,
reclassifications or other changes in the Stock occurring since such Valuation
Date.

     

    (ii)           “Valuation
Date” shall mean (1) the date of the first award of Restricted Stock under
the Plan, (2) thereafter, for so long as any shares of Stock shall remain
subject to restrictions under Section 7 or Section 8 hereof, the last day of
each fiscal year of the Company and (3) such other date or dates, if any,
as the Committee may, in its discretion, determine.

     

    (b)           On
or before the first Valuation Date, and for each Valuation Date thereafter (1)
if such Valuation Date is the last day of the Company’s fiscal year, not later
than 30 days after the date the report of the Company’s independent accountants
with respect to the Company’s financial statements for such fiscal year (the
“Audit Report”) is furnished to the Board, or (2) in the case of any other
Valuation Date, not later than 30 days such Valuation Date, the Committee shall
determine the Fair Market Value of the Stock as of such Valuation
Date.  Within 10 days following its determination of Fair Market Value
as of any Valuation Date, the Committee shall cause notice thereof to be
furnished to each Holder.  In the absence of manifest error, any
determination of Fair Market Value made pursuant to this Section 7.9 shall, for
all purposes of the Plan, be final, binding and conclusive on the Company, on
each Holder, and on any heirs, legatees, personal representatives or any other
person claiming through any Holder.

     

     

    III.           GENERAL
RESTRICTIONS

     

     

    Section
8.            General
Restrictions Applicable to Grants Under The Plan

     

    8.1           Securities Law
Restrictions. No shares of Stock shall
be issued under the Plan, and no certificates for such shares shall be delivered
to any Holder, unless the Company shall be satisfied (and if requested by the
Company, unless it has received an opinion of counsel selected by the Company to
such effect) that the issuance or delivery of the shares will not cause the
Company to violate the Securities Act, any applicable state or foreign
securities law or any applicable rules or regulations under the Securities Act
or under any such state or foreign securities law.  The Company is
under no obligation to register any shares of Stock issuable under the Plan, or
take any other action, under the Securities Act or under any state or foreign
securities law in connection with any award of Stock Options or Restricted Stock
or to prepare any disclosure document for distribution to Holders under the
Securities Act or any state or foreign securities law in connection with any
such award.  As a condition precedent to the issuance or delivery of
shares upon an award of Stock Options or Restricted Stock or upon satisfaction
of the vesting conditions with respect thereto, the person entitled to such
shares may be required to represent, warrant and agree (i) that the shares
are being acquired for the account of such person for investment and not with a
view to the resale or other distribution thereof and (ii) that such person will
not, directly or indirectly, transfer, sell, assign, pledge, hypothecate or
otherwise dispose of any such shares unless the transfer, sale, assignment,
pledge, hypothecation or other disposition of the shares is pursuant to
effective registrations under the Securities Act and any applicable state or
foreign securities laws or pursuant to appropriate exemptions from any such
registrations.  The certificate or certificates representing the
shares to be issued or delivered upon an award of Stock Options or Restricted
Stock or the satisfaction of the vesting conditions with respect thereto may
bear a legend to this effect and other legends required by any applicable
securities laws, and if the Company should at some time engage the services of a
stock transfer agent, appropriate stop-transfer instructions may be issued to
the stock transfer agent with respect to such shares.  In addition,
also as a condition precedent to the issuance or delivery of shares upon an
award of Stock Options or Restricted Stock or the satisfaction of the vesting
conditions with respect thereto, the person entitled to the shares may be
required to make certain other representations and warranties and to provide
certain other information to enable counsel for the Company to render an opinion
under the first sentence of this Section 8.1.

     

    
      
         

      

      
        10

        
          

        

      

      
         

      

    

    Subject
to the foregoing provisions of this Section 8 and the other provisions of the
Plan, any award of Stock Options or Restricted Stock granted under the Plan may
be made subject to such other restrictions and such other terms and conditions,
if any, as shall be determined, in its discretion, by the Committee and set
forth in the Stock Option or Restricted Stock Agreement or an amendment
thereto

     

    8.2           Continuing
Transfer Restrictions  After the satisfaction of the vesting
conditions with respect thereto, all shares of Stock acquired pursuant to an
award of Stock Options or Restricted Stock under the Plan shall remain subject
to the following continuing restrictions on transfer:

     

    (a)           No
Holder shall sell, exchange, assign, alienate, pledge, hypothecate, encumber,
charge, give, devise, or otherwise dispose of, either voluntarily or by
operation of law (hereinafter referred to as “transfer”), any shares of Stock
acquired pursuant to the Plan or any rights or interests appertaining thereto,
except as permitted by the Plan.

     

    (b)  A
Holder shall not transfer any shares of Stock acquired pursuant to the Plan
without first offering to sell such shares to the Company at a price equal to
the Current Value of the shares, determined as provided in Section 7.9, as of
the date of the offer under the following procedure (and, in the case of a
proposed transfer upon the death of the Holder, the procedure specified in
Section 8.2(c) hereof):

     

    (i)           Each
Holder who desires to transfer any shares of Stock acquired pursuant to the Plan
shall make the offer required by this Section 8.2(b) by giving written notice by
certified mail to the Company to the attention of its President at its principal
executive offices.  Such written notice shall specify the number of
shares of Stock offered, the person or persons to whom the Holder will transfer
the shares of Stock offered if the Company does not accept the Holder’s offer
and the price and form of consideration for which such shares will be
transferred.  For purposes of this Section 8.2(b) the date of an offer
shall be the date on which the written notice pursuant to this paragraph (i) is
postmarked;

     

    
      
         

      

      
        11

        
          

        

      

      
         

      

    

    (ii)           The
offer of a Holder pursuant to paragraph (i) may be accepted by the Company as to
all or any portion of the shares offered by written notice of acceptance given
to the Holder by certified mail within 30 days after the date of the
offer.  The date such notice is postmarked shall be deemed the date of
acceptance hereunder.  All purchases of Stock pursuant to this Section
8.2(b) shall be consummated, and payment in full for the shares purchased shall
be made, at the principal executive offices of the Company on such date and at
such time as may be reasonably designated by the Company in such written notice
delivered to the Holder, but not later than 30 days following the date of such
written notice.  At such date, time and place, and upon receipt of the
purchase price, the Holder shall assign, transfer and deliver the certificates
for the purchased Stock to the Company, duly endorsed, with all necessary stock
transfer tax stamps duly affixed, together with any and all documents required
to effectively transfer the Stock to the Company; and

     

    (iii)           If
the Company does not accept the Holder’s offer as to any shares within the
required period or if the Company accepts the offer and, through the fault of
the Company alone, the Company fails to consummate the purchase of any shares as
required by paragraph (ii), the Holder may thereafter transfer the shares not
accepted or purchased by the Company to the person or persons specified in the
written notice given to the Company pursuant to paragraph (i) at the price and
on the terms specified in such notice, but only to such persons and only at such
price and on such terms and only if the Holder transfers such shares within 90
days after (a) the expiration of the 30 day period during which the Company
may accept the Holder’s offer or (b) the expiration of the 30-day period during
which the Company may consummate the purchase of the shares, as the case may
be.  The Holder may not thereafter transfer any shares of Stock
acquired under the Plan without again complying with the provisions of this
Section 8.  The Holder may not transfer any shares of the Stock
to any person or persons pursuant to this paragraph (iii) unless the Holder
delivers to the Company a legal opinion in form and substance reasonably
satisfactory to the Company that such transfer will not constitute a violation
of any applicable Federal or state securities laws.  The restrictions
of this Section 8 also shall apply to any transferee of the Holder who acquires
shares of Stock pursuant to this Section 8.2(b), and the transferee shall
execute a written agreement with the Company agreeing to such
restrictions.

     

    (c)           If
the Service of a Holder with the Company terminates for any reason other than
death, retirement under any retirement plan of the Company or because the Holder
becomes a Disabled Holder (including without limitation the resignation of the
Holder or the termination of the Holder’s employment by the Company with or
without cause) or if a Holder dies subsequent to any such termination of
Service, all shares of Stock held by the Holder which were acquired pursuant to
the Plan shall be deemed to have been offered for sale to the Company as of the
date of such termination of Service or the date of death, as the case may be, at
a price equal to the Current Value of the shares, determined as provided in
Section 7.9, as of such date.  If the Company elects to purchase any
or all of the shares of Stock deemed offered, the Company shall notify the
Holder (or his or her personal representative) by certified mail within 30 days
of the date of termination of the Holder’s Service with the Company or the date
the chief executive officer of the Company learns of the Holder’s death, as the
case may be, that the Company accepts the deemed offer and the number of such
shares that the Company elects to purchase.  If the Company accepts
the deemed offer in whole or in part, the purchase of the shares of Stock
pursuant to this Section 8.2(c) shall be consummated, and payment in full
for the shares purchased shall be made, at the principal executive offices of
the Company on such date and at such time as may be reasonably designated by the
Company in such written notice delivered to the Holder (or his or her personal
representative), but not later than 30 days following the date of such written
notice.  Upon receipt of the purchase price of the Stock, the Holder
(or his or her personal representative) shall assign, transfer and deliver to
the Company the certificates for the shares purchased, duly endorsed, with all
necessary stock transfer tax stamps duly affixed, together with any and all
documents required to effectively transfer the shares to the
Company.  If the Company decides not to accept the deemed offer in
whole or in part, the Company shall so notify the Holder (or the personal
representative of the Holder).  Section 8.2(a), 8.2(b) and 8.2(c)
shall continue to apply to the Holder (or the Holder’s personal representative,
subject to Section 8.2(e)).

     

    
      
         

      

      
        12

        
          

        

      

      
         

      

    

    (d)           If
the Service of a Holder with the Company terminates by reason of retirement
under any retirement plan of the Company or because the Holder becomes a
Disabled Holder, the Holder may, within 30 days following such termination, by
written notice to the Company by certified mail, offer to sell to the Company
all, but not less than all, of the shares of Stock held by the Holder which were
acquired pursuant to the Plan at a price equal to the Current Value of such
shares, determined as provided in Section 7.9, on the date of such termination
of employment.  If the Service of a Holder with the Company terminates
by reason of death or the Holder dies following a termination of Service
described in the preceding sentence, the Holder’s personal representative may,
within one year following the date of the Holder’s death, by written notice to
the Company by certified mail, offer to sell to the Company all, but not less
than all, of the shares of Stock held by the Holder which were acquired pursuant
to the Plan at a price equal to the Current Value of such shares, determined as
provided in Section 7.9, on the date of death of the Holder.  The
Company shall accept any offer made under this Section 8.2(d) to the extent
Company is legally permitted to acquire the shares of its Stock offered for
purchase, except that if offer is made by a Holder (or his or her personal
representative) who owns more than five percent (5%) of the total number of
shares of the Common Stock of the Company (a “Five Percent Holder”), the Company
shall have the right, but shall not be required, to accept the
offer.  If the Company will acquire the shares of the Stock offered,
the Company shall notify the Holder (or his or her personal representative) by
certified mail within 30 days of the date of termination of the Holder’s Service
with the Company or the date the chief executive officer of the Company learns
of the Holder’s death, as the case may be, that the Company accepts the
offer.  If the Company accepts the offer, the purchase of the shares
of Stock pursuant to this Section 8.2(d) shall be consummated, and payment
in full for the shares purchased shall be made, at the principal executive
offices of the Company on such date and at such time as may be reasonably
designated by the Company in such written notice delivered to the Holder (or his
or her personal representative), but not later than 30 days following the date
of such written notice.  Upon receipt of the purchase price of the
Stock, the Holder (or his or her personal representative) shall assign, transfer
and deliver to the Company the certificates for the shares purchased, duly
endorsed, with all necessary stock transfer tax stamps duly affixed, together
with any and all documents required to effectively transfer the shares to the
Company.  If the Company is not legally permitted to acquire all of
the shares offered or the Company decides not to accept the offer from a Five
Percent Holder, the Company shall so notify the Holder (or the personal
representative of the Holder).  Section 8.2(a), 8.2(b) and 8.2(d)
shall continue to apply to the Holder (or the Holder’s personal representative,
subject to Section 8.2(e)).

     

    (e)           In
the event of (1) the death of any Holder and the non-exercise by the Company of
the purchase rights granted in Section 8.2(c) or 8.2(d), (2) the death of a
Holder described in Section 8.2(d) and the failure of the Holder’s personal
representative to offer the Holder’s shares to the Company or (c) the Company’s
failure following exercise of such purchase rights, through the fault of the
Company alone, to consummate the purchase of its Stock, any devisee, legatee or
heir of such Holder (including any trustee) shall be entitled to receive the
Stock of the Holder subject to the Plan, but any such recipient shall be subject
to the transfer restrictions of Sections 8.2(a) and 8.2(b) and, in the event of
such recipient’s death, Section 8.2(c) and this Section 8.2(e), as if such
recipient were the “Holder” (with any reference to Service of the Holder meaning
Service of the original Holder hereunder).  The devisee, legatee or
heir of such Holder (including any trustee) who receives the Stock shall execute
a written agreement with the Company agreeing to such restrictions.

     

    
      
         

      

      
        13

        
          

        

      

      
         

      

    

    (f)           Each
certificate representing shares of Stock issued pursuant to the Plan shall have
noted on the face of such certificate legends in substantially the following
forms and such other legends as the Company may deem necessary or appropriate to
assure compliance with the requirements of applicable federal or state
securities laws:

     

    Notice
is hereby given that the shares of stock represented by this certificate are
held subject to, and may not be sold, transferred, assigned, pledged, gifted or
otherwise disposed of except in accordance with, the terms, conditions and
restrictions set forth in the 2004 Stock Option Plan of YTB International, Inc.
(the “Plan”), a copy of which is on file at the office of YTB International,
Inc.  No such transaction shall be recognized as valid or effective
unless there shall have been compliance with the terms and conditions of the
Plan.  By acceptance of this certificate, the holder
(i) represents and warrants that the shares of stock represented hereby are
being acquired for investment for the account of the holder and not with a view
to the resale or other distribution thereof and (ii) acknowledges that violation
of the provisions of the Plan is not adequately compensable by monetary damages
and that, in addition to other relief, the terms thereof may be specifically
enforced in an action for injunctive relief.

     

    In
addition, the shares of stock represented by this certificate have not been
registered under the Securities Act of 1933, as amended, or any state or foreign
securities law (the “Acts”) and may not be transferred by the holder except (1)
pursuant to a Registration Statement or other appropriate registration effective
under the Acts, or (2) pursuant to an exemption from the registration
requirements of the Acts and the delivery of a legal opinion satisfactory to
counsel for YTB International, Inc. that registration is not
required.

     

    The
restrictions on transfer contained in this Section 8, and the rights and
obligations of the Company to purchase shares of Stock under this Section 8,
shall expire on such date, if any, as the Company shall become subject to the
reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, as amended, provided, however, that such expiration shall not affect the
rights or obligations of the Company with respect to any offer to purchase
accepted by the Company prior to such date.  The expiration of the
restrictions contained in this Section 8 shall not affect the restrictions to
which a holder of shares of Stock acquired under the Plan may be subject under
the Securities Act, any state or foreign securities law or other applicable law
or the right of the Company to require, as a condition to any transfer of its
Stock, an opinion of legal counsel satisfactory to the Company as to whether any
proposed transfer is in compliance with the registration or other requirements
of such laws.

     

    IV.           MISCELLANEOUS

     

     

    Section
9.           Adjustment
and Substitution of Shares

     

    If a
dividend or other distribution shall be declared upon the Stock, payable in
shares of the Stock, the number of shares of Stock remaining available for the
issuance of Stock Options or Restricted Stock awards under the Plan shall be
adjusted by adding thereto the number of shares of Stock which would have been
distributable thereon if such shares had been outstanding on the date fixed for
determining the shareholders entitled to receive such stock dividend or
distribution.

     

    
      
         

      

      
        14

        
          

        

      

      
         

      

    

    If the
outstanding shares of the Stock shall be converted into or exchangeable for a
different number or kind of shares of stock or other securities of the Company
or another corporation or entity, whether through reorganization,
reclassification, recapitalization, stock split, combination of shares, merger
or consolidation, then there shall be substituted for each share of Stock
remaining available for the issuance of Stock Options or Restricted Stock awards
under the Plan, the number and kind of shares of stock or other securities into
which each outstanding share of the Stock shall be so converted or for which
each such share shall be exchangeable.  Notwithstanding the foregoing
sentence, despite the exchange of shares of Existing Common Stock for shares of
both Class A Common Stock and Class B Common Stock pursuant to the
Reclassification, only shares of Class A Common Stock (and not Class B Common
Stock) shall be substituted for the shares of Existing Common Stock available
for issuance of future awards under the Plan as of the Amendment No. 1 Effective
Date (although the number of shares available for issuance of such future awards
under the Plan as of the Amendment No. 1 Effective Date (as provided in Section
3.1) reflects a threefold (3X) upwards adjustment from the number of shares of
Existing Common Stock available immediately prior to the Amendment No. 1
Effective Date, thereby echoing the 1:3 ratio by which shares of Existing Common
Stock were exchanged for shares of Class A Common Stock and Class B Common Stock
pursuant to the Reclassification).

     

    In the event of any stock dividend or
distribution, conversion or exchange affecting the Stock, (x) shares of
Stock previously issued under the Plan shall be treated in the same manner as
other outstanding shares of Stock and, in the case of shares underlying Stock
Options or shares of Restricted Stock which remain subject to vesting
conditions, shall continue to be subject to the provisions of Section 7 of the
Plan for Restricted Stock and the provisions of the vesting schedules for Stock
Options, and (y) unless otherwise determined by the Committee, any
securities of the Company or of another corporation or entity distributed with
respect to shares of Stock acquired under the Plan, or into which shares of
Stock acquired under the Plan shall be converted or for which such shares of
Stock shall be exchanged shall be subject to the provisions of Section 8 of the
Plan in the same manner as the shares of Stock with respect to which they were
distributed or received.  The foregoing sentence shall hold true with
respect to the effect of the Reclassification upon shares of Restricted Stock
and shares underlying Stock Options granted, in each case, prior to the
Amendment No. 1 Effective Date.  The exercise price for each share of
Common Stock issuable upon exercise of any Stock Option granted prior to the
Amendment No. 1 Effective Date and outstanding as of the Amendment No. 1
Effective Date shall be deemed automatically adjusted in a downward fashion such
that the aggregate exercise price for all shares of Common Stock issuable upon
exercise of such Stock Option remains the same notwithstanding the threefold
(3X) increase in number of shares issuable upon exercise thereof.

    


    Section
10.         Amendment and
Termination.

    


    The Board may at any time, and from
time to time, amend, alter, suspend or discontinue any of the provisions of the
Plan, but no amendment, alteration, suspension or discontinuance shall be made
which would impair the rights of a Holder under any Agreement theretofore
entered into hereunder, without his consent.

    


    Section
11.         Term of Plan.

    


    11.1       
Effective
Date.  The Plan shall be effective originally as of December 8,
2004 (the “Effective Date”).  Any awards granted under the Plan prior
to the approval of the Plan (in its original form) by the Company’s stockholders
shall be effective when made (unless otherwise specified by the Committee at the
time of grant), but shall be conditioned upon, and subject to, such approval of
the Plan by the Company’s stockholders and no awards shall vest or otherwise
become free of restrictions prior to such approval.

    


    
      
         

      

      
        15

        
          

        

      

      
         

      

    

    11.2       Termination
Date.  Unless terminated by the Board, this Plan shall continue
to remain effective until such time no further awards may be granted and all
awards granted under the Plan are no longer
outstanding.  Notwithstanding the foregoing, grants of Incentive Stock
Options may only be made during the ten year period following the Effective
Date.

    


    Section
12.         General
Provisions.

    


    12.1       
Written
Agreements.  Each award granted under the Plan shall be
confirmed by, and shall be subject to the terms of the Agreement executed by the
Company and the Holder.  The Committee may terminate any award made
under the Plan if the Agreement relating thereto is not executed and returned to
the Company within sixty (60) days after the Agreement has been delivered to the
Holder for his or her execution.

    


    12.2       
Unfunded Status of
Plan.  The Plan is intended to constitute an “unfunded” plan
for incentive and deferred compensation.  With respect to any payments
not yet made to a Holder by the Company, nothing contained herein shall give any
such Holder any rights that are greater than those of a general creditor of the
Company.

    


    12.3       
Employees.

    


    (l)           Engaging in
Competition With the Company.  In the event an employee Holder
violates a Policy or Agreement of the Company or a subsidiary pertaining to
non-competition, solicitation and/or confidentiality, the Committee, in its sole
discretion may require such Holder to return to the Company the economic value
of any award which was realized or obtained (measured at the date of exercise,
vesting or payment) by such Holder at any time during the period beginning on
that date which is six months prior to the date of such Holder’s violation of
the Company’s Policy or Agreements.

    


    (m)         Termination for
Cause.  The Committee may, in the event an employee is
terminated for cause, annul any award granted under this Plan to such employee
and, in such event, the Committee, in its sole discretion, may require such
Holder to return to the Company the economic value of any award which was
realized or obtained (measured at the date of exercise, vesting or payment) by
such Holder at any time during the period beginning on that date which is six
months prior to the date of such Holder’s termination of employment with the
Company.

    


    (n)           No Right of
Employment.  Nothing contained in the Plan or in any award
hereunder shall be deemed to confer upon any employee of the Company or any
Subsidiary any right to continued employment with the Company or any Subsidiary,
nor shall it interfere in any way with the right of the Company or any
Subsidiary to terminate the employment of any of its employees at any
time.

    


    12.4        Investment
Representations.  The Committee may require each person
acquiring shares of Stock pursuant to a Stock Option or other award under the
Plan to represent to and agree with the Company in writing that the Holder is
acquiring the shares for investment without a view to distribution
thereof.

    


    12.5        Additional Incentive
Arrangements.  Nothing contained in the Plan shall prevent the
Board from adopting such other or additional incentive arrangements as it may
deem desirable, including, but not limited to, the granting of stock options and
the awarding of stock and cash otherwise than under the Plan; and such
arrangements may be either generally applicable or applicable only in specific
cases.

    


    
      
         

      

      
        16

        
          

        

      

      
         

      

    

    12.6        Withholding
Taxes.  Not later than the date as of which an amount first
becomes includable in the gross income of the Holder for Federal income tax
purposes with respect to any Option or award of Restricted Stock under the Plan,
the Holder shall pay to the Company, or make arrangements satisfactory to the
Committee regarding the payment of, any Federal, state and local taxes of any
kind required by law to be withheld or paid with respect to such
amount.  If permitted by the Committee, tax withholding or payment
obligations may be settled with Common Stock, including Common Stock that is
part of the award that gives rise to the withholding requirement.  The
obligations of the Company under the Plan shall be conditional upon such payment
or arrangements satisfactory to the Company and the Company or the Holder’s
employer (if not the Company) shall, to the extent permitted by law, have the
right to deduct any such taxes from any payment of any kind otherwise due to the
Holder from the Company or any Subsidiary.

    


    12.7        Governing Law.  The
Plan and all awards made and actions taken thereunder shall be governed by and
construed in accordance with the laws of the State of New York (without regard
to choice of law provisions).

    


    12.8        Other Benefit
Plans.  Any award granted under the Plan shall not be deemed
compensation for purposes of computing benefits under any retirement plan of the
Company or any Subsidiary and shall not affect any benefits under any other
benefit plan no or subsequently in effect under which the availability or amount
of benefits is related to the level of compensation (unless required by specific
reference in any such other plan to awards under this Plan).

     

    12.9        Non-Transferability.  Except
as otherwise expressly provided in the Plan, no right or benefit under the Plan
may be alienated, sold, assigned, hypothecated, pledged, exchanged, transferred,
encumbranced or charged, and any attempt to alienate, sell, assign, hypothecate,
pledge, exchange, transfer, encumber or charge the same shall be
void.

    


    12.10      Applicable
Laws.  The obligations of the Company with respect to all Stock
Options and awards under the Plan shall be subject to (i) all applicable
laws, rules and regulations and such approvals by any governmental agencies as
may be required, including, without limitation, the effectiveness of a
registration statement under the Securities Act of 1933, as amended, and
(ii) the rules and regulations of any securities exchange on which the
Stock may be listed.

    


    12.11      Conflicts.  If any
of the terms or provisions of the Plan conflict with the requirements of (with
respect to Incentive Stock Options), Section 422 of the Code, then such terms or
provisions shall be deemed inoperative to the extent they so conflict with the
requirements of said Section 422 of the Code.  Additionally, if this
Plan does not contain any provision required to be included herein under Section
422 of the Code, such provision shall be deemed to be incorporated herein with
the same force and effect as if such provision had been set out at length
herein.

     

    
      
         

      

      
        17