Exhibit
10.7


 


APAR
HOLDING CORP.


EMPLOYEES’
EQUITY PLAN


 


Effective
September 22, 2000


 


Article I


Purpose
and Adoption of the Plan


 


1.01        Purpose.   The Apar Holding Corp. Employees’ Equity
Plan (the “Plan”) was adopted by the Company to assist it in attracting and
retaining highly competent employees, directors, and consultants; to act as an
incentive in motivating selected employees, directors, and consultants of the
Company to achieve long-term corporate objectives; and to allow those
employees, directors, and consultants to share the benefits of future growth in
the value of the Company that they help to create by providing them with the
opportunity to acquire shares of Common Stock.


 


1.02        Adoption
and Term.   The Plan has
been approved by the Board and the stockholders of the Company, effective as of
September 22, 2000 (the “Effective Date”).  This Plan shall remain in effect until September 21, 2010,
or until terminated by action of the Board, whichever occurs sooner.


 


Article II


Definitions


 


For the purposes of this Plan, capitalized terms shall have the
following meanings:


 


2.01        Award.   “Award” means any grant to a Participant of
one or a combination of:  Non-Qualified
Stock Options or Incentive Stock Options described in Article VI.


 


2.02        Award
Agreement.   “Award
Agreement” means a written agreement between the Company and a Participant or a
written notice from the Company to a Participant specifically setting forth the
terms and conditions of an Award granted under the Plan.


 


2.03        Beneficiary.   “Beneficiary” means an individual,
trust, or estate who or which, by a written designation of the Participant
filed with the Company or by operation of law, succeeds to the rights and
obligations of the Participant under the Plan and an Award Agreement upon the
Participant’s death.


 


2.04        Board.   “Board” means the Board of Directors of the
Company.


 

















 


2.05        Code.   “Code” means the Internal Revenue
Code of 1986, as amended.  References to
a section of the Code include that section and any comparable
section or sections of any future legislation that amends, supplements, or
supersedes that section.


 


2.06        Common
Stock.   “Common Stock “
means the common stock, par value $0.01 per share, of the Company.


 


2.07        Date
of Grant.   “Date of Grant”
means the date designated by the Board as the date as of which it grants an
Award, which shall not be earlier than the date on which the Board approves the
granting of the Award.


 


2.08        Disability.   “Disability” means a total and
permanent disability that, due to physical or mental illness, injury, or
disease, renders a Participant unable to perform any services for the Company
and, in the opinion of a qualified physician designated by the Board, the
disability will be permanent and continuous during the remainder of the Participant’s
life.


 


2.09        Effective
Date.   “Effective Date”
means September 22, 2000.


 


2.10        Exercise
Price.   “Exercise Price,”
with respect to Options, shall have the meaning set forth in
Section 6.01(b) below.


 


2.11        Fair
Market Value.   “Fair Market
Value” means, as of any applicable date: 
(i) if the Common Stock is listed on a national securities exchange or
is authorized for quotation on the Nasdaq National Market System (“NMS”), the
closing price sales price of the Common Stock on the exchange or NMS, as the
case may be, on that date, or, if no sale of the Common Stock occurred on that
date, on the next preceding date on which there was a reported sale; or (ii) if
none of the above apply, the closing bid price as reported by the Nasdaq
SmallCap Market on that date, or if no price was reported for that date, on the
next preceding date for which a price was reported; or (iii) if none of the
above apply, the last reported bid price published in the “pink sheets” or
displayed on the National Association of Securities Dealers, Inc. (“NASD”),
Electronic Bulletin Board, as the case may be; or (iv) if none of the above
apply, the fair market value of the Common Stock as determined under procedures
established by the Board.


 


2.12        Incentive
Stock Option.   “Incentive
Stock Option” means a stock option within the meaning of Section 422 of
the Code.


 


2.13        Merger.   “Merger” means any merger,
reorganization, consolidation, share exchange, transfer of assets, or other
transaction having a similar effect involving the Company.


 


2.14        Non-Qualified
Stock Option.   “Non-Qualified
Stock Option” means a stock option which is not an Incentive Stock Option.


 


2.15        Option.   “Option” means all Non-Qualified
Stock Options and Incentive Stock Options granted at any time under the Plan.


 


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2.16        Participant.   “Participant” means a person
designated to receive an Award under the Plan in accordance with
Section 5.01 below.


 


2.17        Plan.   “Plan” means the Apar Holding Corp.
Employees’ Equity Plan described in this document and as it may be amended.


 


2.18        Termination
of Employment.   “Termination
of Employment” means the termination of a Participant’s employment with the
Company for any reason, including death, Disability, retirement, or as the
result of the divestiture of the Participant’s employer or any similar
transaction in which the Participant’s employer ceases to be the Company.  Whether entering military or other
government service shall constitute Termination of Employment, or whether a
Termination of Employment shall occur as a result of Disability, shall be
determined in each case by the Board in its sole discretion.  In the case of a director or consultant who
is not an employee of the Company, Termination of Employment shall mean voluntary
or involuntary termination of Board service or the consulting relationship, as
the case may be, for any reason.


 


Article III


Administration


 


3.01        Board.   The Plan shall be administered by
the Board of Directors of the Company. 
The Board shall have exclusive and final authority in each
determination, interpretation, or other action affecting the Plan and its
Participants.  The Board shall have the
sole discretionary authority to interpret the Plan, to establish and modify
administrative rules for the Plan, to impose conditions and restrictions on
Awards that it determines appropriate, and to take steps in connection with the
Plan and Awards granted under it that the Board may deem necessary or
advisable.  The Board may, subject to
compliance with applicable legal requirements, delegate its powers and
authority under the Plan as it deems appropriate to designated officers or
employees of the Company.  In addition,
the Board may appoint a committee to exercise any of the authority conferred
upon the Board under this Plan.  In the
event of a delegation of authority or exercise of authority by a committee,
references in the Plan to the Board shall be deemed to refer to the delegate of
the Board or the committee, as the case may be.


 


Article IV


Stock


 


4.01        Number
of Shares Issuable.   The
total number of shares authorized to be issued under the Plan shall be
1,500,000 shares of Company Common Stock. 
The number of shares available for issuance under the Plan shall be
subject to adjustment in accordance with Section 7.07 below.  The shares to be offered under the Plan
shall be authorized and unissued shares of Common Stock, or issued shares of
Common Stock that have been reacquired by the Company.


 


4.02        Shares
Subject to Terminated Awards.   Shares
of Common Stock covered by any unexercised portions of terminated Options
(including canceled or forfeited Options) granted under Article VI may be
subject to new Awards under the Plan.


 


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Article V


Participation


 


5.01        Eligible
Participants.  
Participants in the Plan shall be employees, directors,
and consultants of the Company that the Board, in its sole discretion, may
designate from time to time.  The
Board’s designation of a Participant in any year shall not require the Board to
designate the person to receive Awards in any other year.  The Board shall consider those factors it
deems pertinent in selecting Participants and in determining the types and
amounts of their respective Awards.  No
Participant may receive Awards in respect of more than 500,000 shares of Common
Stock in any calendar year.


 


Article VI


Stock
Options


 


6.01        Option
Awards.


 


(a)           Grant
of Options.   The Board may
grant, to Participants who the Board may select, Options entitling the
Participants to purchase shares of Common Stock from the Company in the amount,
at the price, on the terms, and subject to the conditions, not inconsistent
with the terms of the Plan, that may be established by the Board.  The terms of any Option granted under the
Plan shall be set forth in an Award Agreement.


 


(b)           Exercise
Price of Options.   Subject
to Section 6.01(d) below with respect to certain Incentive Stock Options,
the Exercise Price of each option for purchase of shares of Common Stock under
any Option granted under the Plan shall be determined by the Board and shall be
set forth in the Award Agreement.


 


(c)           Designation
of Options.   Except as
otherwise expressly provided in the Plan, the Board may designate an Option as
an Incentive Stock Option or a Non-Qualified Stock Option at the time the grant
is made; provided, however, that
an Option may be designated as an Incentive Stock Option only if the applicable
Participant is an employee of the Company on the Date of Grant.


 


(d)           Special
Incentive Stock Option Rules.   No
Participant may be granted Incentive Stock Options under the Plan (or any other
plans of the Company) that would result in Incentive Stock Options to purchase
shares of Common Stock with an aggregate Fair Market Value (measured on the
Date of Grant) of more than $100,000 first becoming exercisable by the
Participant in any one calendar year. 
Notwithstanding any other provision of the Plan to the contrary, the
Exercise Price of each Incentive Stock Option shall be equal to or greater than
the Fair Market Value of the Common Stock subject to the Incentive Stock Option
as of the date of the grant of the Incentive Stock Option; provided, however,
that no Incentive Stock Option shall be granted to any person who, at the time
the Option is granted, owns stock (including stock owned by application of the
constructive ownership rules in Section 424(d) of the Code) possessing
more than 10% of the total combined voting power of all classes of stock of the
Company, unless at the time


 


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the Incentive Stock Option is granted the
Option Price is at least 110% of the Fair Market Value of the Common Stock
subject to the Incentive Stock Option and the Incentive Stock Option by its
terms is not exercisable for more than five years from the Date of Grant.


 


(e)           Rights
as a Stockholder.   A
Participant or a transferee of an Option pursuant to Section 7.04 below
shall have no rights as a stockholder with respect to the shares of Common
Stock covered by an Option until that Participant or transferee becomes the
holder of record of the shares, and no adjustment shall be made to the shares
of Common Stock for dividends in cash or other property or distributions of
other rights on the Common Stock for which the record date is prior to the date
on which that Participant or transferee became the holder of record of any of
the shares covered by the Option; provided,
however, that Participants are entitled to share adjustments to
reflect capital changes under Section 7.07.


 


6.02        Terms
of Stock Options.


 


(a)           Conditions
on Exercise.  
An Award Agreement with respect to Options may contain
any waiting periods, vesting dates, exercise dates, and restrictions on
exercise (including, but not limited to, periodic installments) that may be determined
by the Board at the time of grant.


 


(b)           Duration
of Options.   Options shall
terminate after the first to occur of the following events:


 


(i)            expiration of the Option as
provided in the related Award Agreement;


 


(ii)           termination of the
Award as provided in Section 6.02(e), following the applicable
Participant’s Termination of Employment; and


 


(iii)          ten years from the Date
of Grant (five years in certain cases, as described in Section 6.01(d)).


 


(c)           Acceleration
of Exercise Time.   The
Board, in its sole discretion, shall have the right (but shall not in any case
be obligated), exercisable at any time after the Date of Grant, to permit the
exercise of any Option prior to the time the Option would otherwise vest under
the terms of the related Award Agreement.


 


(d)           Extension
of Exercise Time.   In
addition to the extensions permitted under Section 6.02(e) below in the
event of Termination of Employment, the Board, in its sole discretion, shall
have the right (but shall not in any case be obligated), exercisable on or at
any time after the Date of Grant, to permit the exercise of any Option after
its expiration date described in Section 6.02(e), subject, however, to the
limitations described in Section 6.02(b)(iii) above.


 


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(e)           Exercise
of Options Upon Termination of Employment.   Unless an Optionee’s Award Agreement provides otherwise,
the following rules shall govern the treatment of Options upon Termination of
Employment:


 


(i)            Termination of
Options Upon Termination of Employment.


 


(A)          Termination Other
Than Due to Death or Disability.  
In the event of a Participant’s Termination of Employment for any reason
other than death or Disability, the right of the Participant to exercise any
vested Option shall, unless the exercise period is extended by the Board in
accordance with Section 6.02(d) above, terminate upon the earlier of (i)
ninety days after the date of the Termination of Employment and (ii) the date
of expiration of the Option determined pursuant to Sections 6.02(b)(i) or (iii)
above.


 


(B)           Death or Disability.   In the event of a Participant’s Termination
of Employment by reason of death or Disability, the right of the Participant to
exercise any vested Option shall, unless the exercise period is extended by the
Board in accordance with Section 6.02(d) above, terminate upon the earlier
of (i) the first anniversary of the date of the Termination of Employment and
(ii) the date of expiration of the Option determined pursuant to Sections
6.02(b)(i) or (iii) above.


 


(ii)           Termination of
Unvested Options Upon Termination of Employment.   To the extent the right to exercise an
Option, or any portion of an Option, has not vested as of the date of
Termination of Employment, the right shall expire on the date of Termination of
Employment regardless of the reason for the Termination of Employment.


 


6.03        Exercise
Procedures.   Each Option
granted under the Plan shall be exercised by written notice to the Company that
must be received by the officer or employee of the Company designated in the
Award Agreement at or before the close of business on the expiration date of
the Award.  The Exercise Price of shares
purchased upon exercise of an Option granted under the Plan shall be paid in
full in cash by the Participant pursuant to the Award Agreement; provided, however, that the Board may (but
shall not be required to) permit payment to be made by delivery to the Company
of either (a) shares of Common Stock held by the Participant for at least six
months or (b) any combination of cash and Common Stock or (c) any other
consideration that the Board deems appropriate and in compliance with
applicable law (including payment in accordance with a cashless exercise
program under which, if so instructed by a Participant, shares of Common Stock
may be issued directly to the Participant’s broker or dealer upon receipt of an
irrevocable written notice of exercise from the Participant).  In the event that any shares of Common Stock
are transferred to the Company to satisfy all or any part of the Exercise
Price, the part of the Exercise Price deemed to have been satisfied by the
transfer of shares of Common Stock shall be equal to the product derived by
multiplying the Fair Market


 


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Value as of the date of exercise times the number of shares of Common
Stock transferred to the Company.  The
Participant may not transfer to the Company in satisfaction of the Exercise
Price any fractional share of Common Stock. 
Any part of the Exercise Price paid in cash upon the exercise of any
Option shall be added to the general funds of the Company and may be used for
any proper corporate purpose.  Unless
the Board otherwise determines, any shares of Common Stock transferred to the
Company as payment of all or part of the Exercise Price upon the exercise of
any Option shall be held as treasury stock.


 


Article VII


Terms
Applicable to All Awards Granted under the Plan


 


7.01        Plan
Provisions Control Award Terms.   The
terms of the Plan shall govern all Awards granted under the Plan, and the Board
may not grant any Award under the Plan that contains terms that are contrary to
any of the provisions of the Plan.  In
the event any provision of any Award granted under the Plan conflicts with any
term in the Plan as constituted on the Date of Grant of the Award, the term in
the Plan as constituted on the Date of Grant of the Award shall control.  Except as provided in Sections 7.03 and 7.06
below, the terms of any Award granted under the Plan may not be changed after
the Date of Grant of the Award in a manner that would materially decrease the
value of the Award without the express written approval of the Participant.


 


7.02        Award
Agreement.   No person shall
have any rights under any Award granted under the Plan unless and until the
Company and the Participant to whom the Award was granted have executed and
delivered an Award Agreement or the Participant has received and acknowledged
notice of the Award authorized by the Board expressly granting the Award to the
Participant and containing provisions setting forth the terms of the Award.


 


7.03        Modification
of Award After Grant.   No
Award granted under the Plan to a Participant may be modified (unless the
modification does not materially decrease the value of that Award) after its
Date of Grant except by express written agreement between the Company and the
Participant, provided that any change (a) may not be inconsistent with the
terms of the Plan, and (b) shall be approved by the Board.


 


7.04        Limitation
on Transfer.  Except as may
be provided in the applicable Award Agreement, a Participant’s rights and
interest under the Plan may not be assigned or transferred other than by will
or the laws of descent and distribution and, during the lifetime of a
Participant, only the Participant personally (or the Participant’s personal
representative) may exercise rights under the Plan.  The Participant’s Beneficiary may exercise the Participant’s
rights to the extent they are exercisable under the Plan following the death of
the Participant.


 


7.05        Taxes.    The Company shall be entitled,
if the Board deems it necessary or desirable, to withhold (or secure payment
from the Participant in lieu of withholding) the amount of any withholding or
other tax required by law to be withheld or paid by the Company regarding any
amount payable and/or shares issuable under the Participant’s Award or
regarding any income recognized upon a disqualifying disposition (i.e., a disposition prior to the
expiration of


 


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the required holding periods) of shares received pursuant to the
exercise of an Incentive Stock Option, and the Company may defer payment of
cash or issuance of shares upon exercise or vesting of an Award unless
indemnified to its satisfaction against any liability for any taxes.  The amount of the withholding or tax payment
shall be determined by the Board and shall be payable by the Participant in
cash at the time the Board determines; provided,
however, that with the approval of the Board, the Participant may
elect to meet his or her withholding requirement, in whole or in part, by
having withheld from the Award at the appropriate time that number of shares of
Common Stock, rounded up to the next whole share, the Fair Market Value of
which is equal to the amount of withholding taxes due.


 


7.06        Certain
Conditions on Awards.


 


(a)           Covenants.  As a condition for participation in this
Plan, the Participant shall agree and covenant as follows:


 


(i)            Nonsolicitation of Clients.  For a period of twelve (12) months
immediately following the Participant’s Termination of Employment, the
Participant shall not (i) induce or attempt to induce, directly or indirectly,
any Client (as defined below) to cease doing business with the Company, (ii)
induce or attempt to induce, directly or indirectly, any Client or Prospective
Client (as defined below) to not commence doing business with the Company, or
(iii) solicit the business of any Client or Prospective Client.  “Client” means a client of the Company or a
client with which the Company has done business in the one year period ending
on the Participant’s Termination of Employment, and all Affiliates thereof.
“Prospective Client” means any potential client of the Company, which the
Company has either contacted within the one year period ending on the
Participant’s Termination of Employment or has been identified by the Company
as a potential client during such one year period, and all Affiliates
thereof.  “Affiliate” means a person or
entity that controls, is controlled by, or is under common control with, any
Client or Prospective Client.


 


(ii)           Nonsolicitation of Company Employees.   From the Date of Grant and continuing for a
period of twenty-four (24) months immediately following the Participant’s
Termination of Employment, the Participant shall not either directly or
indirectly solicit, induce, recruit or encourage any of the Company’s employees
or prospective employees to leave their employment; or take away such
employees, or attempt to solicit, induce, recruit, encourage or take away
employees of the Company, either for the Participant’s own benefit or for any
other person or entity.


 


(b)           Violation of Covenants.   In the event that the Board determines that
the Participant has violated any of the covenants contained in
Section 7.06(a) or any confidentiality, non-competition or other covenants
contained in any appointment letter or other agreement with the Company, then:


 


(i)            all of the
Participant’s unexercised Options and any Non-Vested Shares shall terminate immediately;


 


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(ii)           to the extent that the Participant
has previously exercised a vested Option and/or Non-Vested Shares have become
vested in respect of Common Stock still held by the Participant, then at the
option of the Company, the Participant, upon notice from the Company of the
Participant’s obligations under this Section 7.06(b)(ii), shall either (A)
immediately deliver to the Company an amount in cash equal to the then-Fair
Market Value of such Common Stock less the aggregate Exercise Price and taxes
paid by or on behalf of the Participant with respect to such Option exercise,
or (B) sell such Common Stock to the Company for an amount equal to the
aggregate Exercise Price and taxes paid by or on behalf of the Participant with
respect to such Option exercise; and


 


(iii)          to the extent that the
Participant has previously exercised a vested Option and/or Non-Vested Shares
have become vested in respect of Common Stock of which the Participant has
disposed, the Participant, upon notice from the Company of the Participant’s
obligations under this Section 7.06(b)(iii), shall immediately pay the
Company an amount equal to the amount realized by the Participant upon the
disposition of such Common Stock less the aggregate Exercise Price and taxes
paid by or on behalf of the Participant with respect to such Option exercise.


 


The notice described in subsections (ii) and
(iii) of this Section 7.06(b) may be given at any time within twelve
months after the expiration of the applicable covenant period under
Section 7.06(a).


 


The provisions of this Section 7.06
shall be in addition to any covenants and restrictions contained in any other
agreement between the Company and the Participant.


 


7.07        Adjustments
to Reflect Capital Changes.


 


(a)           Recapitalization.  The number and kind of shares
subject to outstanding Awards, the Exercise Price for the shares, the number
and kind of shares available for Awards subsequently granted under the Plan,
and the maximum number of shares that can be awarded to any Participant in any
calendar year shall be appropriately adjusted to reflect any stock dividend,
stock split, combination or exchange of shares, Merger, consolidation, or other
change in capitalization with a similar substantive effect upon the Plan or the
Awards granted under the Plan.  The
Board shall have the power and sole discretion to determine the amount of the
adjustment to be made in each case.


 


(b)           Merger.  After any Merger in which the
Company is the surviving corporation, each Participant shall, at no additional
cost, be entitled to receive, upon any exercise of an Option or receipt of any
other Award of Common Stock (subject to any required action by stockholders),
the number and class of shares or other securities to which the Participant
would have been entitled pursuant to the terms of the Merger in lieu of the
number of shares of Common Stock receivable or exercisable pursuant to the
Award prior to the Merger if, at the time of the Merger, the Participant had
been the holder of record of a number of shares of Common Stock equal to the
number of shares


 


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of Common Stock receivable or exercisable
pursuant to the Award.  Comparable
rights shall accrue to each Participant in the event of successive Mergers in
which the Company is the surviving corporation.  In the event of a Merger in which the Company is not the
surviving corporation or pursuant to which a majority of the shares which are
of the same class as the shares that are subject to outstanding Options are
exchanged for, or converted into, or otherwise become shares of another
corporation or other consideration, the surviving, continuing, successor, or
purchasing corporation, as the case may be (the “Acquiring Corporation”), will
either assume the Company’s rights and obligations under outstanding Award
Agreements or substitute awards of the Acquiring Corporation’s stock for
outstanding Awards, provided, however, that
if the Acquiring Corporation does not assume or substitute for the outstanding
Awards, the Board shall provide prior to the Merger that any unexercisable
and/or unvested portion of the outstanding Awards shall be immediately
exercisable and vested as of a date prior to the Merger, as the Board so
determines.  The exercise and/or vesting
of any Award that is permitted solely by reason of this paragraph shall be
conditioned upon the consummation of the Merger.  Any Options that are not assumed by the Acquiring Corporation or
not exercised as of the date of the Merger shall terminate as of the effective
date of the Merger.


 


(c)           Options
to Purchase Stock of Acquired Companies. 
After any Merger in which the Company or a Subsidiary is a
surviving corporation, the Board may grant substituted Options under the provisions
of the Plan, pursuant to Section 424 of the Code, replacing old options
granted under a plan of another party to the Merger whose shares of stock to be
issued under the old options may no longer be issued following the Merger.  These provisions shall be applied to the old
options and any appropriate adjustments to the Options shall be determined by
the Board in its sole discretion.  Any
adjustments under this paragraph may provide for the elimination of any fractional
shares that might otherwise become subject to any Options.


 


7.08        Initial
Public Offering.  As a
condition of participation in this Plan, each Participant shall be obligated to
cooperate with the Company and the underwriters in connection with any public
offering of the Company’s securities and any transactions relating to a public
offering, and shall execute and deliver any agreements and documents, including
without limitation, a lock-up agreement, that may be requested by the Company
or the underwriters.  The Participants’
obligations under this Section shall apply to any shares of Common Stock
issued under the Plan as well as to any and all other securities of the Company
or its successor for which Common Stock may be exchanged or into which Common
Stock may be converted.


 


7.09        No
Right to Employment.  No
employee or other person shall have any claim of right to be granted an Award
under the Plan.  Neither the Plan nor
any action taken under it shall be construed as giving any employee any
contractual employment rights with the Company.


 


7.10        Awards
Not Includable for Benefit Purposes. 
Payments received by a Participant pursuant to the provisions of
the Plan shall not be included in the determination of benefits under any
pension, group insurance, or other benefit plan applicable to the Participant


 


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that is maintained by the Company, except as may be provided under the
terms of those plans or determined by the Board.


 


7.11        Governing
Law.  This Plan shall be
interpreted, construed, and enforced and its construction and performance shall
be governed by the internal laws of the Commonwealth of Pennsylvania.


 


7.12        No
Strict Construction.  No
rule of strict construction shall be implied against the Company, the Board, or
any other person in the interpretation of any of the terms of the Plan, any
Award granted under the Plan, or any rule or procedure established by the Board
that relates to the Plan.


 


7.13        Captions.  The captions and
Section headings used in this Plan are for convenience only, do not
constitute a part of the Plan, and shall not be deemed to limit, characterize,
or affect in any way any provision of the Plan, and all provisions of the Plan
shall be construed as if no captions or headings had been used in the Plan.


 


7.14        Severability.  Each part of this Plan is intended to be
several.  If any term, covenant,
condition, or provision of this Plan is determined by a court of competent
jurisdiction to be illegal, invalid, or unenforceable for any reason
whatsoever, that determination shall not affect the legality, validity, or
enforceability of the remaining parts of this Plan, and all remaining parts
shall be legal, valid, and enforceable and have full force and effect as if the
illegal, invalid, and/or unenforceable part had not been included.


 


7.15        Amendment
and Termination.


 


(a)           Amendment.  The Board shall have complete power and
authority to amend the Plan at any time. 
No termination or amendment of the Plan may, without the consent of the
Participant to whom any Award has previously been granted under the Plan,
materially adversely affect the rights of the Participant under that Award.


 


(b)           Termination.  The Board shall have the right and the power
to terminate the Plan at any time.  No
Award shall be granted under the Plan after the termination of the Plan, but
the termination of the Plan shall not affect any Award outstanding at the time
of the termination of the Plan.


 


	
   

  	
   

  	
  APAR HOLDING CORP.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
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