exv10w3






Exhibit 10.3






FIRST FINANCIAL BANKSHARES, INC.

2002 INCENTIVE STOCK OPTION PLAN



1. Purpose.




     The purpose of the Plan is to attract and retain employees to First
Financial Bankshares, Inc., a Texas corporation (the “Corporation”), and to
its Subsidiaries (hereafter defined) and to provide such persons and
employees of the Corporation and its Subsidiaries with a proprietary
interest in the Corporation through the granting of Stock Options and
related Stock Appreciation Rights that will




	 	(a)	 	increase the interest of the employees in the Corporation’s
welfare;
	 
	 	(b)	 	furnish an incentive to the employees to continue their
services for the Corporation; and
	 
	 	(c)	 	provide a means through which the Corporation may attract
able persons to enter its employ.





2. Definitions.




     For the purpose of this Plan, unless the context requires otherwise,
the following terms shall have the meanings indicated:




	 	(a)	 	“Board” means the board of directors of the Corporation.
	 
	 	(b)	 	“Change in Control” means the occurrence of any of the
following events: (i) there shall be consummated (x) any
consolidation or merger of the Corporation in which the Corporation
is not the continuing or surviving corporation or pursuant to which
shares of the Corporation’s Common Stock would be converted into
cash, securities or other property, other than a merger of the
Corporation in which the holders of the Corporation’s Common Stock
immediately prior to the merger have the same proportionate
ownership of common stock of the surviving corporation immediately
after the merger, or (y) any sale, lease, exchange or other
transfer (excluding transfer by way of pledge or
hypothecation), in one transaction or a series of related transactions, of all, or
substantially all, of the assets of the Corporation, (ii) the stockholders of the Corporation
approve any plan or proposal for the liquidation or dissolution of the Corporation, (iii) any
“person” (as such term is defined in Section 3(a)(9) or Section 13(d)(3) under the 1934 Act or any
“group” (as such term is used in Rule 13d-5 promulgated under the 1934 Act), other than the
Corporation or any successor of the Corporation or any Subsidiary of the Corporation or any
employee benefit plan of the Corporation or any Subsidiary (including such plan’s trustee), becomes
a beneficial owner for purposes of Rule 13d-3 promulgated under the 1934 Act, directly or
indirectly, of securities of the Corporation representing 50.1% or more of the Corporation’s then
outstanding securities having the right to vote in the election of directors, or (iv) during any
period of two consecutive years, individuals who, at the beginning of such period constituted the
entire Board, cease for any reason (other than death) to constitute a majority of the directors,
unless the election, or the nomination for election, by the  Corporation’s stockholders,
of each new director was approved by a vote of at least two-thirds of the directors then still in
office who were directors at the beginning of the period.
	 
	 	(c)	 	“Code” means the Internal Revenue Code of 1986, as amended.
	 
	 	(d)	 	“Common Stock” means the common stock which the Corporation is
currently authorized to issue or may in the future be authorized to
issue.
	 
	 	(e)	 	“Corporation” means First Financial Bankshares, Inc., a
Texas corporation.
	 
	 	(f)	 	“Date of Grant” means the effective date on which a Stock
Option or related Stock Appreciation Right is awarded to an
employee or director as set forth in the stock option agreement.




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	 	(g)	 	“1934 Act” means the Securities Exchange Act of 1934, as
amended.
	 
	 	(h)	 	“Option Period” means the period during which a Stock Option
or related Stock Appreciation Right may be exercised.
	 
	 	(i)	 	“Participant” means any employee of the Corporation or a
Subsidiary who is, or who is proposed to be, a recipient of a Stock
Option or related Stock Appreciation Right.
	 
	 	(j)	 	“Plan” means this Incentive Stock Option Plan as amended
from time to time.
	 
	 	(k)	 	“Stock Appreciation Right” means a right to receive cash equal
to the excess fair market value of the Common Stock granted to a
Participant under this Plan.
	 
	 	(1)	 	“Stock Option” means an option to purchase Common Stock of the
Corporation granted to a Participant under this Plan and which is
intended to qualify as an incentive stock option under Section 422
of the Code.
	 
	 	(m)	 	“Subsidiary” means any corporation in an unbroken chain of
corporations beginning with the Corporation if, at the time of the
granting of the Stock Option or related Stock Appreciation Right,
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 the chain, and “Subsidiaries” means more than one of
any such corporations.





3. Administration.




     Subject to the terms of this Section 3, the Plan shall be administered
by the Stock Option Committee (the “Committee”) of the Board which shall
consist of at least three outside directors. Any member of the Committee may
be removed at any time, with or without cause, by resolution of the Board.
Any vacancy occurring in the membership of the Committee may be filled by
appointment by the Board. Each member of the Committee, at the time of his
appointment to the Committee and while he is a member thereof, must be a
“non-employee director”,
as defined in revised Rule 16b-3 promulgated under the 1934 Act or any
predecessor provision thereto, as applicable.



     The Committee shall select one of its members to act as its Chairman,
and shall make such rules and regulations for its operation as it deems
appropriate. A majority of the Committee shall constitute a quorum and the
act of a majority of the members of the Committee present at a meeting at
which a quorum is present shall be the act of the Committee. Subject to the
terms hereof, the Committee shall designate from time to time the key
employees to whom Stock Options or Stock Appreciation Rights will be
granted, interpret the Plan, prescribe, amend and rescind any rules and
regulations necessary or appropriate for the administration of the Plan, and
make such other determinations and, subject to the terms of the Plan, take
such other action as it deems necessary or advisable. In this regard, the
Committee shall consider and give appropriate weight to input from
representatives of management of the Corporation regarding the contributions
or potential contributions to the Corporation of certain of the employees or
potential employees of the Corporation. Except as provided below, any
interpretation, determination or other action made or taken by the Committee
shall be final, binding and conclusive on all interested parties, including
the Corporation and all Participants.



4. Eligibility.




     Any employee of the Corporation or its Subsidiaries whose judgment,
initiative and efforts contributed or may be expected to contribute to a
successful performance of the Corporation is eligible to participate in the
Plan. Non-employee directors shall not be eligible to receive Stock Options
under the Plan.



5. Shares Subject to Plan.




     The Board may not grant Stock Options or related Stock Appreciation
Rights under the Plan for more than 500,000 shares of Common Stock of the
Corporation (as may be adjusted in accordance with Section 22 hereof).
Shares to be optioned and sold may be made available from either authorized
but unissued Common Stock or Common Stock held by the Corporation in its
treasury. Shares that by reason of the expiration of a Stock Option or
otherwise are no longer subject to purchase pursuant to a Stock Option
granted under the Plan may be reoffered under the Plan.



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6. Stock Ownership Limitation for Options.




     No Stock Option may be granted to an employee who owns more than 10% of
the total combined voting power of all classes of stock of the Corporation
or its Subsidiaries. This limitation will not apply if the Stock Option
price is at least 110% of the fair market value of the Common Stock on the
Date of Grant and such Stock Option by its terms is not exercisable after
the expiration of five (5) years from the Date of Grant.



7. Annual Limit on Grant and Exercise of Options.




     Stock Options shall not be granted to any individual pursuant to the
Plan, the effect of which would be to permit such person to first exercise
Stock Options, in any calendar year, for the purchase of Common Stock of the
Corporation having a fair market value in excess of $100,000 (determined at
the time of the grant of the Stock Options in the manner described in
Section 10, below). A Participant hereunder may exercise Stock Options for
the purchase of Common Stock of the Corporation valued in excess of $100,000
(determined at the time of grant of the Stock Options in the manner
described in Section 10, above) in a calendar year, but only if the right to
exercise such options shall have first become available in prior calendar
years.



8. Allotment of Shares.




     The Committee shall determine the number of shares of Common Stock to
be offered from time to time by grant of Stock Options or Stock Appreciation
Rights to Participants under the Plan. The grant of a Stock Option or Stock
Appreciation
Right to a Participant shall not be deemed either to entitle the
Participant to, or to disqualify the Participant from, participation in any
other grant of Stock Options or Stock Appreciation Rights under the Plan.



9. Grant of Options and Stock Appreciation Rights.




     The grant of Stock Options or related Stock Appreciation Rights shall
be evidenced by stock option agreements setting forth such terms and
provisions as are approved by the Committee, but not inconsistent with the
Plan including provisions that may be necessary to assure that the Stock
Option is an incentive stock option under the Code. The Corporation shall
execute stock option agreements with the Participants after approval of the
issuance of Stock Options or Stock Appreciation Rights. The Board may grant
Stock Options or Stock Appreciation Rights under the Plan prior to the time of stockholder approval
as required under Section 29 hereof.



10. Option Price.




     The option price for each Stock Option shall not be less than 100% of
the fair market value per share of the Common Stock on the Date of Grant.
The Committee shall determine the fair market value of the Common Stock on
the Date of Grant and shall set forth the determination in its minutes,
using any reasonable valuation method.



11. Option Period for Options and Stock Appreciation Rights.




     The Option Period for each Stock Option and Stock Appreciation Right
will begin and terminate on the dates specified by the Committee, but may
not terminate later than ten years from the Date of Grant. No Stock Option
or Stock Appreciation Right granted under the Plan may be exercised at any
time after its term. The Committee may provide for exercise of Stock Options
or Stock Appreciation Rights immediately or in installments and upon such
other terms, conditions and restrictions as it may determine, including
granting the Corporation the right to repurchase shares issued upon exercise
of options.



12. Payment of Option Price.




     Full payment for shares purchased upon exercise of a Stock Option shall
be made in cash, or at the option of the Committee by the Participant’s
delivery to the Corporation of previously-acquired shares of Common Stock
which have a fair market value equal to the option price, or in any
combination of cash and shares of Common Stock having an aggregate fair
market value equal to the option price. In the event the Committee
determines to permit a Participant to purchase shares pursuant to the
exercise of an option hereunder with previously-acquired shares, the
Committee may permit the Participant to use shares which he either purchased
in the open market or acquired upon the exercise of options under the Plan
or any other stock option plan of the Company, including options for which
the purchase price was paid, in full or in part, with previously-acquired
shares.



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     No shares may be issued until full payment of the purchase price
therefor has been made, and a Participant will have none of the rights of a
stockholder until shares are issued to him.



13. Exercise of Option and Stock Appreciation Rights.




     Each Stock Option and any Stock Appreciation Right granted under the
Plan may be exercised during the Option Period, at such times and in such
amounts, in accordance with the terms and conditions and subject to such
restrictions as are set forth in the applicable stock option agreements;
except that no Stock Option or Stock Appreciation Right granted hereunder to
a Participant shall be exercisable while there is outstanding any Stock
Option or Stock Appreciation Right previously granted to a Participant.
Except as provided in Section 16 below, no Stock Option or Stock
Appreciation Right may be exercised at any time unless the Participant is
employed by the Corporation or a Subsidiary and has continuously remained an
employee at all times since the Date of Grant. If the Committee imposes
conditions upon exercise, then subsequent to the Date of Grant the Committee
may, also in its sole discretion, accelerate the date on which all or any
portion of the Stock Options or related Stock Appreciation Rights may be
exercised. In no event may a Stock Option be exercised or shares be issued
pursuant to an option if any necessary listing of the shares on a stock
exchange or any registration under state or federal securities laws required
under the circumstances has not been accomplished.



14. Stock Appreciation Rights.




     Any Stock Option granted under the Plan may, in the discretion of the
Committee, include a Stock Appreciation Right. Each Stock Appreciation Right
shall be related to a specific Stock Option granted under the Plan, shall be
granted
concurrently with the Stock Option to which it relates and shall not be
exercisable to any greater extent than the related Stock Option is
exercisable.



     A Stock Appreciation Right shall entitle the Participant at his
election to surrender to the Corporation the Stock Option, or portion
thereof, as the Participant shall choose, and to receive from the
Corporation in exchange therefor cash in an amount equal to the excess (if
any) of the fair market value (as of the date of the exercise of the Stock
Appreciation Right) of one share over the purchase price per share specified
in such Stock Option, multiplied by the total number of shares called for by
the Stock Option, or portion thereof, which is so surrendered. In the
discretion of the Committee, the Corporation shall be entitled to elect
instead to settle its obligation arising out of the exercise of a Stock
Appreciation Right, by the distribution of that number of shares of Common
Stock having an aggregate fair market value (as of the date of the exercise
of the Stock Appreciation Right) equal to the amount of cash it
would otherwise be obligated to pay, with a cash settlement to be made for
any fractional share interests, or the Corporation may elect to settle such
obligations in part with stock and in part with cash.



     The right of Participant to exercise a Stock Appreciation Right shall
be canceled if and to the extent the related Stock Option is exercised. The
right of a Participant to exercise a Stock Option shall be canceled if and
to the extent that shares covered by such Stock Option are used to calculate
cash or shares received upon exercise of a related Stock Appreciation Right.



     The fair market value of Common Stock on the date of exercise of a
Stock Appreciation Right shall be determined as of such exercise date in the
same manner as the fair market value of Common Stock on the Date of Grant of
Stock is determined for purposes of Section 10 hereof.



15. Agreement to Serve.




     Each Participant granted a Stock Option hereunder shall, as one of the
terms of the grant, as reflected in the stock option agreement, agree that
he will remain in the service of the Corporation or of one of its
Subsidiaries for a period of at least two years from the Date of Grant.
Notwithstanding the preceding sentence, the Committee may shorten the two
year continuous service requirement and provide in the applicable stock
option agreement that the Stock Option may be exercised at the normal
retirement date as prescribed from time to time by the Corporation or, if
applicable, by one of its Subsidiaries. Such service shall (subject to the
provisions of Section 16 hereof and to the terms of any contract between the
Corporation or any such Subsidiary and such employee) be at the pleasure of
the Board and at such compensation as the Board or any committee thereof
shall determine from time to time. Any termination of such Participant’s
service during such period that is either (i) by the Corporation or such
Subsidiary for cause, or (ii) voluntary on the part of the individual and
without the written consent of the Corporation or such Subsidiary shall be
deemed a violation by the Participant of such agreement. In the event of
such violation, any Stock Option or Stock Appreciation Rights held by the
Participant under the Plan, to the extent not theretofore exercised, shall
terminate. Termination of employment as a result of (i) retirement at the
normal



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retirement date as prescribed from time to time by the Corporation or such
Subsidiary, or (ii) disability which shall be deemed to be a termination of
employment with consent.




16. Termination of Employment of Service.




     In the event a Participant shall cease to be employed by the
Corporation or a Subsidiary, for any reason other than death, such
Participant’s Stock Options or related Stock Appreciation Rights may be
exercised by the Participant for a period of three (3) months after the
Participant’s termination of employment or service, as the case may be, or
until expiration of the applicable Option Period (if sooner) to the extent
of the shares with respect to which such Stock Options or related Stock
Appreciation Rights could have been exercised by the Participant on the date
of termination, and thereafter to the extent not so exercised, such Stock
Options or related Stock Appreciation Rights shall terminate. In the event
of death while employed, all Stock Options or related Stock Appreciation
Rights outstanding shall be exercisable for a period of twelve (12) months
after the Participant’s death or until expiration of the applicable Option
Period (if sooner) to the extent of the shares with respect to which the
Stock Option or related Stock Appreciation Rights could have been exercised
by the Participant on the date of the Participant’s death, and such Stock
Option or related Stock Appreciation Rights may only be exercised by the
personal representative of the Participant’s estate, or by the person who
acquired the right to exercise the Stock Option or related Stock
Appreciation Rights by bequest or inheritance or by reason of the
Participant’s death.



17. Disqualifying Disposition.




     If stock acquired upon exercise of a Stock Option is disposed of by a
Participant prior to the expiration of either two years from the Date of
Grant of such option or one year from the transfer of shares to the
Participant pursuant to the exercise of such option, or in any other
disqualifying disposition within the meaning of Section 422 of the Code,
such Participant shall notify the Corporation in writing of the date and
terms of such disposition. A disqualifying disposition by a Participant
shall not affect the status of any other option granted under the Plan as an
incentive stock option within the meaning of the Section 422 of the Code.



18. Non-Assignability.




     A Stock Option or a related Stock Appreciation Right granted to a
Participant may not be transferred or assigned, other than (i) by will or
the laws of descent and distribution or (ii) pursuant to the terms of a
qualified
domestic relations order (as defined in Section 411(a)(13) of the Code or
Section 206(d)(3) of the Employee Retirement Income Security Act of 1974, as
amended) provided that in the case of a Stock Option, such transfer or
assignment may occur only to the extent it will not result in disqualifying
such option as an incentive stock option under Section 422 of the Code, or
any other successor provision. Subject to the foregoing, during a
Participant’s lifetime, Stock Options granted to a Participant may be
exercised only by the Participant or, subject to the terms hereof, by the
Participant’s guardian or legal representative.



19. Amendment or Discontinuance.




     The Board may, without the consent of the Participants, alter, amend,
revise, suspend or discontinue the Plan without obtaining approval of the
Corporation’s shareholders, provided such action shall not (i) increase the
benefits accruing to Participants under the Plan, (ii) increase the number
of securities which may be issued under the Plan, or (iii) modify the
requirements as to eligibility for Participation in the Plan. Subject to the
foregoing limitations, the Board may amend the Plan or modify the agreements
evidencing same in order to comply with any exemption from the operation of
Section 16(b) of the 1934 Act.



20. Effect of the Plan.




     Neither the adoption of this Plan nor any action of the Board or the
Committee shall be deemed to give any officer or employee any right to be
granted a Stock Option to purchase Common Stock of the Corporation or any
other rights except as may be evidenced by a stock option agreement, or any
amendment thereto, duly authorized by the Board and executed on behalf of
the Corporation and then only to the extent and upon the terms and
conditions expressly set forth therein.



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21. Term.




     Unless sooner terminated by action of the Board, the Plan will
terminate on January 21, 2112, but Stock Options and Stock Appreciation
Rights granted before that date will continue to be effective in accordance
with their terms and conditions.



22. Recapitalization, Merger and Consolidation.





	 	(a)	 	The existence of this Plan and Stock Options and Stock
Appreciation Rights granted hereunder shall not affect in any way
the right or power of the Corporation or its stockholders to make
or authorize any or all adjustments, recapitalizations,
reorganizations or other changes in the Corporation’s capital
structure or its business, or any merger or consolidation of the
Corporation, or any issue of bonds, debentures, preferred or
preference stocks ranking prior to or otherwise affecting the
Common Stock or the rights thereof (or any rights, options or
warrants to purchase same), or the dissolution or liquidation of
the Corporation, or any sale or transfer of all or any part of its
assets or business, or any other corporate act or proceeding,
whether of a similar character or otherwise.
	 
	 	(b)	 	The number of shares of Common Stock available under the Plan
described in Section 5, the number of shares of Common Stock that
may be purchased pursuant to Stock Options granted under the Plan,
and the consideration payable per share upon exercise may be
proportionately adjusted by the Board, in its sole discretion, for
any increase or decrease in the number of issued shares of Common
Stock resulting from a subdivision or consolidation of shares or
other capital adjustment, or the payment of a stock dividend or
other increase or decease in such shares, effected without receipt
of consideration by the Corporation; provided, however, that any
fractional shares resulting from
any such adjustment shall be eliminated for the purposes of such
adjustment.
	 
	 	(c)	 	Subject to any required action by the stockholders, if the
Corporation shall be the surviving or resulting corporation in any
merger or consolidation, any Stock Option and related Stock
Appreciation Rights granted hereunder shall pertain to and apply to
the securities or rights (including cash, property or assets) to
which a holder of the number of shares of Common Stock subject to
the Stock Option and related Stock Appreciation Rights would have
been entitled.
	 
	 	(d)	 	In the event of any merger or consolidation pursuant to which
the Corporation is not the surviving or resulting corporation,
there shall be substituted for each share of Common Stock subject
to the unexercised portions of such outstanding Stock Options and
related Stock Appreciation Rights, that number of shares of each
class of stock or other securities or that amount of cash, property
or assets of the surviving or consolidated company which were
distributed or distributable to the stockholder of the Corporation
in respect to each share of Common Stock held by them, such
outstanding Stock Options and related Stock Appreciation Rights to
be thereafter exercisable for such stock, securities, cash or
property in accordance with their terms. Notwithstanding the
foregoing, however, all such Stock Options and related Stock
Appreciation Rights may be canceled by the Corporation as of the
effective date of any such reorganization, merger or consolidation
or of any dissolution or liquidation of the Corporation by giving
notice to each holder thereof or his personal representative of its
intention to do so and by permitting the purchase during the thirty
(30) day period next preceding such effective date of all of the
shares subject to such outstanding Stock Options and related Stock
Appreciation Rights.
	 
	 	(e)	 	In the event that either sufficient shares of the
Corporation’s Common Stock are purchased, or any tender,
exchange or similar offer is commenced which would, if
successful (i) result in any of the events described in
subsections 22(c) and (d), (ii) materially alter the
structure or business of the Corporation, or (iii) result
in a Change in Control of the Corporation, then,
notwithstanding any other provision in the Plan to the
contrary, all unmatured installments of Stock Options and
related Stock Appreciation Rights outstanding shall
thereupon automatically be accelerated and exercisable in
full. The determination of the Board that any of the
foregoing conditions has been met shall be binding and
conclusive on all parties.
	 
	 	(f)	 	Except as hereinbefore expressly provided, the issue by the
Corporation of shares of stock of any class, or securities
convertible into shares of stock of any class, for cash or




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	 	 	 	property, or for labor or services either upon direct sale
or upon the exercise of rights or warrants to subscribe
therefor, or upon conversion of shares or obligations of
the Corporation convertible into such shares or other
securities, shall not affect, and no adjustment by reason
thereof shall be made with respect to, the number or price
of shares of Common Stock subject to Stock Options or Stock
Appreciation Rights granted pursuant to this Plan.
	 
	 	(g)	 	Upon the occurrence of each event requiring an adjustment of the
exercise price or the number of shares purchasable pursuant to Stock
Options or Stock Appreciation Rights granted pursuant to the terms
of this Plan, the Corporation shall mail forthwith to each
Participant a copy of its computation of such adjustment.





23. Liquidation or Dissolution.




     In case the Corporation shall, at any time while any Stock Option or
Stock Appreciation Rights under this Plan shall be in force and remain
unexpired, (i) sell all or substantially all its property, or (ii) dissolve,
liquidate, or wind up its affairs, then each Participant may thereafter
receive upon exercise hereof (in lieu of each share of Common Stock of the
Corporation which such Participant would have
been entitled to receive) the same kind and amount of any securities or
assets as may be issuable, distributable or payable upon any such sale,
dissolution, liquidation, or winding up with respect to each share of Common
Stock of the Corporation. If the Corporation shall, at any time prior to the
expiration of any Stock Option, make any partial distribution of its assets,
in the nature of a partial liquidation, whether payable in cash or in kind
(but excluding the distribution of a cash dividend payable out of earned
surplus and designated as such) then in such event the exercise prices then
in effect with respect to each Stock Option shall be reduced, on the payment
date of such distribution, in proportion to the percentage reduction in the
tangible book value of the shares of the Corporation’s Common Stock
(determined in accordance with generally accepted accounting principles)
resulting by reason of such
distribution.



24. Options in Substitution for Stock Options Granted by Other Corporations.




     Stock Options and related Stock Appreciation Rights may be granted
under the Plan from time to time in substitution for such options held by
employees of a corporation who become or are about to become employees of
the Corporation or a Subsidiary as the result of a merger or consolidation
of the employing corporation with the Corporation or a Subsidiary or the
acquisition by either of the foregoing of stock of the employing corporation
as the result of which it becomes a Subsidiary. The terms and conditions of
the subsided Stock Options and related Stock Appreciation Rights so granted
may vary from the terms and conditions set forth in this Plan to such extent
as the Board at the time of grant may deem appropriate to conform, in whole
or in part, to the provisions of the options in substitution for which they
are granted.



25. Investment Intent.




     The Corporation may require that there be presented to and filed with
it by any Participant under the Plan, such evidence as it may deem necessary
to establish that the Stock Options granted or the shares of Common Stock to
be purchased or transferred are being acquired for investment and not with a
view to their distribution.



26. No Right to Continue Employment.




     Nothing in the Plan or the grant of any Stock Option and related Stock
Appreciation Rights confers upon any employee the right to continue in the
employ of the Corporation or interferes with or restricts in any way the
right of the Corporation to discharge any employee at any time (subject to
any contract rights of such employee).



27. Indemnification of Board and Committee.




     No member of the Board or the Committee, nor any officer or employee of
the Corporation acting on behalf of the Board or the Committee, shall be
personally liable for any action, determination or interpretation taken or
made in good faith with respect to the Plan, and all members of the Board or
the Committee and each and any officer or employee of the Corporation acting
on their behalf shall, to the extent permitted by law, be fully indemnified
and protected by the Corporation in respect of any such action,
determination or interpretation.



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28. Government Regulations.




     Notwithstanding any of the provisions hereof, or of any written
agreements evidencing Stock Options or Stock Appreciation Rights granted
hereunder, the obligation of the Corporation to sell and deliver shares
shall be subject to all applicable laws, rules and regulations and to such
approvals by any government agencies or national securities exchanges as may
be required. The employee shall agree not to exercise any Stock Option or
Stock Appreciation Right, and the Corporation shall not be obligated to
issue any shares, if the exercise thereof or if the issuance of shares shall
constitute a violation by the employee or the Corporation of any provision
of any law or regulation of any governmental authority.



29. Stockholder Approval.




     The Plan will be submitted to the common stockholders of the
Corporation at the next annual meeting of the stockholders, for approval by
the holders of a majority of the outstanding shares of Common Stock of the
Corporation. If the Plan is not approved by the holders of a majority of the
outstanding shares of Common Stock of the Corporation by June 30, 2002, then
the Plan shall terminate and any options granted hereunder shall be void and
of no further force or effect.




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