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Exhibit 10.1  


 
 

MDMI HOLDINGS, INC.    
    
    2000 STOCK OPTION AND INCENTIVE PLAN    
    








TABLE OF CONTENTS  



	 
	 	 
	 	 
	 	Page

	1.	 	PURPOSE	 	1
	2.	 	DEFINITIONS	 	1
	3.	 	ADMINISTRATION OF THE PLAN	 	3
	 	 	3.1.	 	Board	 	3
	 	 	3.2.	 	Committee	 	3
	 	 	3.3.	 	Grants	 	3
	 	 	3.4.	 	No Liability	 	4
	4.	 	STOCK SUBJECT TO THE PLAN	 	4
	5.	 	EFFECTIVE DATE AND TERM OF THE PLAN	 	4
	 	 	5.1.	 	Effective Date	 	4
	 	 	5.2.	 	Term	 	4
	6.	 	OPTION GRANTS	 	5
	 	 	6.1.	 	Employees; Service Providers; or Other Persons	 	5
	 	 	6.2.	 	Successive Grants	 	5
	7.	 	LIMITATIONS ON GRANTS	 	5
	 	 	7.1.	 	Limitations on Incentive Stock Options	 	5
	 	 	7.2.	 	Limitation on Shares of Stock Subject to Grants	 	5
	8.	 	AWARD AGREEMENT	 	5
	9.	 	OPTION PRICE	 	5
	10.	 	VESTING, TERM AND EXERCISE OF OPTIONS	 	6
	 	 	10.1.	 	Vesting and Option Period	 	6
	 	 	10.2.	 	Term	 	6
	 	 	10.3.	 	Acceleration	 	6
	 	 	10.4.	 	Termination of Employment or Other Relationship	 	6
	 	 	10.5.	 	Rights in the Event of Death	 	6
	 	 	10.6.	 	Rights in the Event of Disability	 	7
	 	 	10.7.	 	Limitations on Exercise of Option	 	7
	 	 	10.8.	 	Method of Exercise	 	7
	 	 	10.9.	 	Delivery of Stock Certificates	 	8
	11.	 	TRANSFERABILITY OF OPTIONS	 	8
	 	 	11.1.	 	Transferability of Options	 	8
	 	 	11.2.	 	Transfers	 	8
	 	 	 	 	11.2.1. Family Transfers	 	8
	 	 	 	 	11.2.2. Company Approved Transfers	 	8
	12.	 	RESTRICTED STOCK AND RESTRICTED STOCK UNITS	 	8
	 	 	12.1.	 	Grant of Restricted Stock or Restricted Stock Units	 	8
	 	 	12.2.	 	Restrictions	 	8
	 	 	12.3.	 	Restricted Stock Certificates	 	9
	 	 	12.4.	 	Rights of Holders of Restricted Stock	 	9
	 	 	12.5.	 	Rights of Holders of Restricted Stock Units	 	9
	 	 	12.6.	 	Termination of Employment or Other Relationship	 	9
	 	 	12.7.	 	Rights in the Event of Death	 	10
	 	 	12.8.	 	Rights in the Event of Disability	 	10
	 	 	12.9.	 	Delivery of Stock and Payment Therefor	 	10
	13.	 	NONTRANSFERABILITY OF SHARES; REPURCHASE RIGHTS	 	10
	 	 	13.1.	 	Nontransferability of Shares	 	10
	 	 	13.2.	 	Repurchase Rights	 	11
	 	 	13.3.	 	Installment Payments	 	11
	 	 	13.4.	 	Publicly Traded Stock	 	11
	 	 	13.5.	 	Legend	 	11
	 	 	 	 	 	 	 









	14.	 	CERTAIN PROVISIONS APPLICABLE TO AWARDS	 	11
	 	 	14.1.	 	Stand-Alone, Additional, Tandem, and Substitute Grants	 	11
	 	 	14.2.	 	Term of Grant	 	12
	 	 	14.3.	 	Form and Timing of Payment Under Grants; Deferrals	 	12
	15.	 	PARACHUTE LIMITATIONS	 	12
	16.	 	REQUIREMENTS OF LAW	 	13
	 	 	16.1.	 	General	 	13
	 	 	16.2.	 	Rule 16b-3	 	13
	17.	 	AMENDMENT AND TERMINATION OF THE PLAN	 	13
	18.	 	EFFECT OF CHANGES IN CAPITALIZATION	 	14
	 	 	18.1.	 	Changes in Stock	 	14
	 	 	18.2.	 	Reorganization in Which the Company Is the Surviving Entity and in Which No Change of Control Occurs	 	14
	 	 	18.3.	 	Reorganization, Sale of Assets or Sale of Stock Which Involves a Change of Control	 	14
	 	 	18.4.	 	Adjustments	 	15
	 	 	18.5.	 	No Limitations on Company	 	15
	19.	 	DISCLAIMER OF RIGHTS	 	15
	20.	 	NONEXCLUSIVITY OF THE PLAN	 	15
	21.	 	WITHHOLDING TAXES	 	16
	22.	 	CAPTIONS	 	16
	23.	 	OTHER PROVISIONS	 	16
	24.	 	NUMBER AND GENDER	 	16
	25.	 	SEVERABILITY	 	16
	26.	 	POOLING	 	16
	27.	 	GOVERNING LAW	 	17
	28.	 	BLUE SKY PROVISIONS	 	17
	 	 	28.1.	 	California Provisions	 	17
	 	 	28.2.	 	Limitations on Grants to Non-Employees	 	18











FIRST AMENDMENT TO MDMI HOLDINGS, INC. 2000 STOCK OPTION AND INCENTIVE PLAN  


        Effective August 12, 2000 and subject to approval by the Plan by the stockholders, Section 4 of the MDMI
Holdings, Inc. 2000 Stock Option and Incentive Plan shall read as follows:



Subject
to adjustment as provided in Section 18 hereof, the number of shares of Stock available for issuance under the Plan shall be SIX HUNDRED
FORTY THOUSAND FIFTY-SIX (640,056). Stock issued or to be issued under the Plan shall be authorized but unissued shares. If any shares covered by a Grant are not purchased or are
forfeited, or if a Grant otherwise terminates without delivery of any Stock subject thereto, then the number of shares of Stock counted against the aggregate number of shares available under the Plan
with respect to such Grant shall, to the extent of any such forfeiture or termination, again be available for making Grants under the Plan. 




SECOND AMENDMENT TO MDMI HOLDINGS, INC. 2000 STOCK OPTION AND INCENTIVE PLAN  


        Effective December 6, 2000 and subject to approval by the Plan by the stockholders, Section 4 of the MDMI
Holdings, Inc. 2000 Stock Option and Incentive Plan shall read as follows:



Subject
to adjustment as provided in Section 18 hereof, the number of shares of Stock available for issuance under the Plan shall be EIGHT
HUNDRED FORTY THOUSAND (840,000). Stock issued or to be issued under the Plan shall be authorized but unissued shares. If any shares covered by a Grant are not purchased or are forfeited, or if a
Grant otherwise terminates without delivery of any Stock subject thereto, then the number of shares of Stock counted against the aggregate number of shares available under the Plan with respect to
such Grant shall, to the extent of any such forfeiture or termination, again be available for making Grants under the Plan. 









   MDMI HOLDINGS, INC.

2000 STOCK OPTION AND INCENTIVE PLAN  


        MDMI Holdings, Inc., a Colorado corporation (the "Company"), sets forth herein the terms of its 2000 Stock Option and Incentive Plan (the "Plan") as
follows: 


1.     PURPOSE  


        The Plan is intended to enhance the Company's and its affiliates' (as defined herein) ability to attract and retain highly qualified officers, directors, key
employees, and other persons, and to motivate such officers, directors, key employees, and other persons to serve the Company and its affiliates and to expend maximum effort to improve the business
results and earnings of the Company, by providing to such officers, key employees and other persons an opportunity to acquire or increase a direct proprietary interest in the operations and future
success of the Company. To this end, the Plan provides for the grant of stock options, restricted stock and restricted stock units in accordance with the terms hereof. Stock options granted under the
Plan may be non-qualified stock options or incentive stock options, as provided herein. 


2.     DEFINITIONS  


        For purposes of interpreting the Plan and related documents (including Award Agreements), the following definitions shall apply: 


        2.1   "affiliate"
of, or person "affiliated" with, a person means any company or other trade or business that controls, is controlled by or is under common control with such
person within the meaning of Rule 405 of Regulation C under the Securities Act, including, without limitation, any Subsidiary. 


        2.2   "Award
Agreement" means the stock option agreement, restricted stock agreement, restricted stock unit agreement or other written agreement between the Company and a
Grantee that evidences and sets out the terms and conditions of a Grant. 


        2.3   "Benefit
Arrangement" shall have the meaning set forth in Section 15 hereof. 


        2.4   "Board"
means the Board of Directors of the Company. 


        2.5   "Change
of Control" means (i) the dissolution or liquidation of the Company or a merger, consolidation, or reorganization of the Company with one or more other
entities in which the Company is not the surviving entity, (ii) a sale of substantially all of the assets of the Company to another entity, or (iii) any transaction (including without
limitation a merger or reorganization in which the Company is the surviving entity) which results in any person or entity (other than persons who are shareholders or affiliates of the Company at the
time the Plan is approved by the Company's shareholders) owning 80% or more of the combined voting power of all classes of stock of the Company. 


        2.6   "Code"
means the Internal Revenue Code of 1986, as now in effect or as hereafter amended. 


        2.7   "Committee"
means a committee of, and designated from time to time by resolution of, the Board, which shall consist of no fewer than two members of the Board, none of
whom shall be an officer or other salaried employee of the Company or any affiliate of the Company. 



        2.8   "Company"
means MDMI Holdings, Inc. 


        2.9   "Effective
Date" means February 3, 2000, the date the Plan is approved by the Board. 


        2.10 "Exchange
Act" means the Securities Exchange Act of 1934, as now in effect or as hereafter amended. 


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        2.11 "Fair
Market Value" means the value of a share of Stock, determined as follows: if on the Grant Date or other determination date the Stock is listed on an established
national or regional stock exchange, is admitted to quotation on The Nasdaq Stock Market, Inc., or is publicly traded on an established securities market, the Fair Market Value of a share of
Stock shall be the closing price of the Stock on such exchange or in such market (the highest such closing price if there is more than one such exchange or market) on the Grant Date or such other
determination date (or if there is no such reported closing price, the Fair Market Value shall be the mean between the highest bid and lowest asked prices or between the high and low sale prices on
such trading day) or, if no sale of Stock is reported for such trading day, on the next preceding day on which any sale shall have been reported. If the Stock is not listed on such an exchange, quoted
on such system or traded on such a market, Fair Market Value shall be the value of the Stock as determined by the Board in good faith. 


        2.12 "Family
Member" means a person who is a spouse, child, stepchild, grandchild, parent, stepparent, grandparent, niece, nephew, sibling,
mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or
sister-in-law, including adoptive relationships, of the Grantee, any person sharing the Grantee's household (other than a tenant or employee), a trust in which these persons
have more than fifty percent of the beneficial interest, a foundation in which these persons (or the Grantee) control the management of assets, and any other entity in which these persons (or the
Grantee) own more than fifty percent of the voting interests. 


        2.13 "Grant"
means an award of an Option, Restricted Stock or Restricted Stock Units under the Plan. 


        2.14 "Grant
Date" means, as determined by the Board or authorized Committee, (1) the date as of which the Board or such Committee approves a Grant, (ii) the
date on which the recipient of a Grant first becomes eligible to receive a Grant under Section 6 hereof, or (iii) such other date as may
be specified by the Board or such Committee. 


        2.15 "Grantee"
means a person who receives or holds an Option, Restricted Stock or Restricted Stock Units under the Plan. 


        2.16 "Incentive
Stock Option" means an "incentive stock option" within the meaning of Section 422 of the Code, or the corresponding provision of any subsequently
enacted tax statute, as amended from time to time. 


        2.17 "Option"
means an option to purchase one or more shares of Stock pursuant to the Plan. 



        2.18 "Option
Period" means the period during which Options may be exercised as set forth in Section 10 hereof. 


        2.19 "Option
Price" means the purchase price for each share of Stock subject to an Option. 


        2.20 "Other
Agreement" shall have the meaning set forth in Section 15 hereof. 


        2.21 "Plan"
means this MDMI Holdings, Inc. 2000 Stock Option and Incentive Plan. 


        2.22 "Reporting
Person" means a person who is required to file reports under Section 16(a) of the Exchange Act. 


        2.23 "Restricted
Period" means the period during which Restricted Stock or Restricted Stock Units are subject to restrictions or conditions pursuant to  Section 12.2 hereof. 


        2.24 "Restricted
Stock" means shares of Stock, awarded to a Grantee pursuant to Section 12 hereof, that are subject to
restrictions and to a risk of forfeiture. 


        2.25 "Restricted
Stock Unit" means a unit awarded to a Grantee pursuant to Section 12 hereof, which represents a
conditional right to receive a share of Stock in the future, and which is subject to restrictions and to a risk of forfeiture. 


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        2.26 "Securities
Act" means the Securities Act of 1933, as now in effect or as hereafter amended. 



        2.27 "Service
Provider" means a director, consultant or adviser to the Company or an affiliate, a manager of the Company's or an affiliate's properties or affairs, or other
similar service provider or affiliate of the Company, and employees of any of the foregoing, as such persons may be designated from time to time by the Board pursuant to  Section 6 hereof.



        2.28 "Stock"
means the common stock, $.01 par value per share, of the Company. 


        2.29 "Subsidiary"
means any "subsidiary corporation" of the Company within the meaning of Section 424(f) of the Code. 



        2.30 "Termination
Date" means the date upon which an Option shall terminate or expire, as set forth in Section 10.2
hereof. 


3.     ADMINISTRATION OF THE PLAN  


        3.1.  Board.  


        The Board shall have such powers and authorities related to the administration of the Plan as are consistent with the Company's certificate of incorporation and
by-laws and applicable law. The Board shall have full power and authority to take all actions and to make all determinations required or provided for under the Plan, any Grant or any Award
Agreement, and shall have full power and authority to take all such other actions and make all such other determinations not inconsistent with the specific terms and provisions of the Plan that the
Board deems to be necessary or appropriate to the administration of the Plan, any Grant or any Award Agreement. All such actions and determinations shall be by the affirmative vote of a majority of
the members of the Board present at a meeting or by unanimous consent of the Board executed in writing in accordance with the Company's certificate of incorporation and by-laws and
applicable law. The interpretation and construction by the Board of any provision of the Plan, any Grant or any Award Agreement shall be final and conclusive. As permitted by law, the Board may
delegate its authority under the Plan to a member of the Board or an executive officer of the Company who is a member of the Board. 


        3.2.  Committee.  


        The Board from time to time may delegate to a Committee such powers and authorities related to the administration and implementation of the Plan, as set forth in  Section 3.1 above and in other applicable provisions, as the Board shall determine, consistent with the certificate of incorporation and
by-laws of the Company and applicable law. In the event that the Plan, any Grant or any Award Agreement entered into hereunder provides for any action to be taken by or determination to be
made by the Board, such action may be taken by or such determination may be made by the Committee if the power and authority to do so has been delegated to the Committee by the Board as provided for
in this Section. Unless otherwise expressly determined by the Board, any such action or determination by the Committee shall be final, binding and conclusive. As permitted by law, the
Committee may delegate its authority under the Plan to a member of the Board or an executive officer of the Company who is a member of the Board. 


        3.3.  Grants.  


        Subject to the other terms and conditions of the Plan, the Board shall have full and final authority (i) to designate Grantees, (ii) to determine
the type or types of Grant to be made to a Grantee, (iii) to determine the number of shares of Stock to be subject to a Grant, (iv) to establish the terms and conditions of each Grant
(including, but not limited to, the exercise price of any Option, the nature and duration of any restriction or condition (or provision for lapse thereof) relating to the vesting, exercise, transfer,
or forfeiture of a Grant or the shares of Stock subject thereto, and any terms or conditions that may be necessary to qualify Options as Incentive Stock Options), (v) to prescribe the 


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form
of each Award Agreement evidencing a Grant, and (vi) to amend, modify, or supplement the terms of any outstanding Grant. Such authority specifically includes the authority, in order to
effectuate the purposes of the Plan but without amending the Plan, to modify Grants to eligible individuals who are foreign nationals or are individuals who are employed outside the United States to
recognize differences in local law, tax policy, or custom. As a condition to any Grant, the Board shall have the right, at its discretion, to require Grantees to return to the Company Grants
previously awarded under the Plan. Subject to the terms and conditions of the Plan, any such subsequent Grant shall be upon such terms and conditions as are specified by the Board at the time the new
Grant is made. The Company may retain the right in an Award Agreement to cause a forfeiture of the gain realized by a Grantee on account of actions taken by the Grantee in violation or breach of or in
conflict with any non-competition agreement, any agreement prohibiting solicitation of employees or clients of the Company or any affiliate thereof or any confidentiality obligation with
respect to the Company or any affiliate thereof or otherwise in competition with the Company, to the extent specified in such Award Agreement applicable to the Grantee. Furthermore, the Company may
annul a Grant if the Grantee is an employee of the Company or an affiliate thereof and is terminated "for cause" as defined in the applicable Award Agreement. The Board may permit or require the
deferral of any award payment, subject to such rules and procedures as it may establish, which may include provisions for the payment or crediting of interest or dividend equivalents, including
converting such credits into deferred Stock equivalents. 


        3.4.  No Liability.  


        No member of the Board or of the Committee shall be liable for any action or determination made in good faith with respect to the Plan or any Grant or Award
Agreement. 



4.     STOCK SUBJECT TO THE PLAN  


        Subject to adjustment as provided in Section 18 hereof, the number of shares of Stock available for
issuance under the Plan shall be SIX HUNDRED THOUSAND (600,000). Stock issued or to be issued under the Plan shall be authorized but unissued shares. If any shares covered by a Grant are not purchased
or are forfeited, or if a Grant otherwise terminates without delivery of any Stock subject thereto, then the number of shares of Stock counted against the aggregate number of shares available under
the Plan with respect to such Grant shall, to the extent of any such forfeiture or termination, again be available for making Grants under the Plan. 


5.     EFFECTIVE DATE AND TERM OF THE PLAN  


        5.1.  Effective Date.  


        The Plan shall be effective as of the Effective Date, subject to approval of the Plan within one year of the Effective Date, by a majority of the votes cast on
the proposal at a meeting of shareholders, provided that a quorum is present or by the written consent of the holders of a majority of the Company's shares of Stock entitled to vote. Upon approval of
the Plan by the shareholders of the Company as set forth above, all Grants made under the Plan on or after the Effective Date shall be fully effective as if the shareholders of the Company had
approved the Plan on the Effective Date. If the shareholders fail to approve the Plan within one year after the Effective Date, any Grants made hereunder shall be null and void and of no effect. 


        5.2.  Term.  


        The Plan has no termination date; however, no Incentive Stock Option may be granted under the Plan on or after the tenth anniversary of the Effective Date. 


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6.     OPTION GRANTS  


        6.1.  Employees; Service Providers; or Other Persons.  


        Grants (including Grants of Incentive Stock Options, subject to Section 7.1) may be made under the Plan to:
(i) any employee, officer or director of, or other Service Provider providing, or who has provided, services to, the Company or any affiliate,
including any such employee who is an officer or director of the Company or of any affiliate, as the Board shall determine and designate from time to time; or (ii) any other individual whose
participation in the Plan is determined to be in the best interests of the Company by the Board. 


        6.2.  Successive Grants.  



        An eligible person may receive more than one Grant, subject to such restrictions as are provided herein. 


7.     LIMITATIONS ON GRANTS  


        7.1.  Limitations on Incentive Stock Options.  


        An Option shall constitute an Incentive Stock Option only (i) if the Grantee of such Option is an employee of the Company or any Subsidiary of the Company;
(ii) to the extent specifically provided in the related Award Agreement; and (iii) to the extent that the aggregate Fair Market Value (determined at the time the Option is granted) of
the shares of Stock with respect to which all Incentive Stock Options held by such Grantee become exercisable for the first time during any calendar year (under the Plan and all other plans of the
Grantee's employer and its affiliates) does not exceed $100,000. This limitation shall be applied by taking Options into account in the order in which
they were granted. 


        7.2.  Limitation on Shares of Stock Subject to Grants.  


        During any time when the Company has a class of equity security registered under Section 12 of the Exchange Act, the maximum number of shares of Stock
subject to Options that can be awarded under the Plan to any person eligible for a Grant under Section 6 hereof is FORTY THOUSAND (40,000) per year. 


8.     AWARD AGREEMENT  


        Each Grant pursuant to the Plan shall be evidenced by an Award Agreement, in such form or forms as the Board shall from time to time determine. Award Agreements
granted from time to time or at the same time need not contain similar provisions but shall be consistent with the terms of the Plan. Each Award Agreement evidencing a Grant of Options shall specify
whether such Options are intended to be non-qualified stock options or Incentive Stock Options, and in the absence of such specification such options shall be deemed
non-qualified stock options. 


9.     OPTION PRICE  


        The Option Price of each Option shall be fixed by the Board and stated in the Award Agreement evidencing such Option. In the case of an Incentive Stock Option the
Option Price shall be not less than the Fair Market Value on the Grant Date of a share of Stock; provided, however, that in the event that a Grantee would otherwise be ineligible to receive an
Incentive Stock Option by reason of the provisions of Sections 422(b)(6) and 424(d) of the Code (relating to ownership of more than ten percent of the Company's outstanding shares
of Stock), the Option Price of an Option granted to such Grantee that is intended to be an Incentive Stock Option shall be not less than the greater of the par value or 110 percent of the Fair
Market Value of a share of Stock on the Grant Date. In no case shall the Option Price of any Option be less than the par value of a share of Stock. 


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10.   VESTING, TERM AND EXERCISE OF OPTIONS  


        10.1.   Vesting and Option Period.  


        Subject to Sections 10.2 and 18.3 hereof, each Option
granted under the Plan shall become exercisable at such times and under such conditions as shall be determined by the Board and stated in the Award Agreement. For purposes of this  Section 10.1,
fractional numbers of shares of Stock subject to an Option shall be rounded down to the next nearest whole number. The period
during which any Option shall be exercisable shall constitute the "Option Period" with respect to such Option. 


        10.2.   Term.  


        Each Option granted under the Plan shall terminate, and all rights to purchase shares of Stock thereunder shall cease, upon the expiration of ten years from the
date such Option is granted, or under such circumstances and on such date prior thereto as is set forth in the Plan or as may be fixed by the Board and stated in the Award Agreement relating to such
Option; provided, however, that in the event that the Grantee would otherwise be ineligible to receive an Incentive Stock Option by reason of the provisions of Sections 422(b)(6) and
424(d) of the Code (relating to ownership of more than ten percent of the outstanding shares of Stock), an Option granted to such Grantee that is intended to be an Incentive Stock Option shall not be
exercisable after the expiration of five years from its Grant Date. 


        10.3.   Acceleration.  


        Any limitation on the exercise of an Option contained in any Award Agreement may be rescinded, modified or waived by the Board, in its sole discretion, at any
time and from time to time after the Grant Date of such Option, so as to accelerate the time at which the Option may be exercised. Notwithstanding any other provision of the Plan, no Option shall be
exercisable in whole or in part prior to the date the Plan is approved by the shareholders of the Company as provided in Section 5.1 hereof. 


        10.4.   Termination of Employment or Other Relationship.  


        Unless otherwise provided by the Board, upon the termination of a Grantee's employment or other relationship with the Company or any affiliate other than by
reason of death or "permanent and total disability" (within the meaning of Section 22(e)(3) of the Code), any Option or portion thereof held by such Grantee that has not vested in accordance
with the provisions of Section 10.1 hereof shall terminate immediately, and any Option or portion thereof that has vested in accordance with the
provisions of Section 10.1 hereof but has not been exercised shall terminate at the close of business on the 90th day following the Grantee's
termination of employment or other relationship (or, if such 90th day is a Saturday, Sunday or holiday, at the close of business on the next preceding day that is not a Saturday, Sunday or holiday).
Upon termination of an Option or portion thereof, the Grantee shall have no further right to purchase shares of Stock pursuant to such Option or portion thereof. Whether a termination of employment or
other relationship shall have occurred for purposes of the Plan shall be determined by the Board, which determination shall be final and conclusive. For purposes of the Plan,
a termination of employment, service or other relationship shall not be deemed to occur if the Grantee is immediately thereafter a director of the Company or an affiliate. 


        10.5.   Rights in the Event of Death.  


        Unless otherwise provided by the Board, if a Grantee dies while employed by or providing services to the Company, any Option or portion thereof held by such
Grantee that has not vested in accordance with the provisions of Section 10.1 hereof shall terminate, and the executors or administrators or
legatees or distributees of such Grantee's estate shall have the right, at any time within one year after the date of such Grantee's death and prior to termination of the Option pursuant to  Section 10.2 above, to exercise any Option or portion thereof that has vested as of the date of such Grantee's death.
 


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        10.6.   Rights in the Event of Disability.  


        Unless otherwise provided by the Board, if a Grantee's employment or other relationship with the Company or an affiliate is terminated by reason of the "permanent
and total disability" (within the meaning of Section 22(e)(3) of the Code) of such Grantee, any Option or portion thereof held by such Grantee that has not vested in accordance with the
provisions of Section 10.1 hereof shall terminate, and the Grantee shall have the right, at any time within one year after the date of such
Grantee's permanent and total disability and prior to termination of the Option pursuant to Section 10.2 above, to exercise any Option or portion
thereof that has vested as of the date of such Grantee's termination. Whether a termination of employment or service is to be considered by reason of "permanent and total disability" for purposes of
the Plan shall be determined by the Board, which determination shall be final and conclusive. 


        10.7.   Limitations on Exercise of Option.  


        Notwithstanding any other provision of the Plan, in no event may any Option be exercised, in whole or in part, prior to the date the Plan is approved by the
shareholders of the Company as provided herein, or after ten years following the date upon which the Option is granted, or after the occurrence of an event referred to in  Section 18 hereof
which results in termination of the Option. 


        10.8.   Method of Exercise.  


        An Option that is exercisable may be exercised by the Grantee's delivery to the Company of written notice of exercise on any business day, at the Company's
principal office, addressed to the attention of the Board. Such notice shall specify the number of shares of Stock with respect to which the Option is being exercised and shall be accompanied by
payment in full of the Option Price of the shares for which the Option is being exercised. The minimum number of shares of Stock with respect to which an Option may be exercised, in whole or in part,
at any time shall be the lesser of (i) 100 shares or such lesser number set forth in the applicable Award Agreement and (ii) the maximum number of shares available for purchase under the
Option at the time of exercise. Payment of the Option Price for the shares purchased pursuant to the exercise of an Option shall be made (i) in cash or in cash equivalents acceptable to the
Company; (ii) to the extent permitted by law and at the Board's discretion, through the tender to the Company of shares of Stock, which shares, if acquired from the Company, shall have been
held for at least six months at the time of tender and which shall be valued, for purposes of determining the extent to which the Option Price has been paid thereby, at their Fair Market Value
on the date of exercise; (iii) to the extent permitted by law and at the Board's discretion, through the withholding of shares of Stock otherwise issuable upon the exercise of the Option, for
purposes of determining the extent to which the Option Price has been paid thereby, at their Fair Market Value on the date of exercise; or (iv) to the extent permitted by law and at the Board's
discretion, by a combination of the methods described in (i), (ii) and (iii). 


        From
and after the time the shares of Stock become publicly traded with the meaning of Section 13.4, payment in full of the Option
Price need not accompany the written notice of exercise provided that the notice of exercise directs that the certificate or certificates for the shares of Stock for which the Option is exercised be
delivered to a licensed broker acceptable to the Company as the agent for the individual exercising the Option and, at the time such certificate or certificates are delivered, the broker tenders to
the Company cash (or cash equivalents acceptable to the Company) equal to the Option Price for the shares of Stock purchased pursuant to the exercise of the Option plus the amount (if any) of federal
and/or other taxes which the Company may in its judgment, be required to withhold with respect to the exercise of the Option. An attempt to exercise any Option granted hereunder other than as set
forth above shall be invalid and of no force and effect. Unless otherwise stated in the applicable Award Agreement, an individual holding or exercising an Option shall have none of the rights of a
shareholder (for example, the right to receive cash or dividend payments or distributions attributable to the subject shares of Stock or to direct the voting of the subject shares of Stock) until 


7







 



the
shares of Stock covered thereby are fully paid and issued to such individual. Except as provided in Section 18 hereof, no adjustment shall be
made for dividends, distributions or other rights for which the record date is prior to the date of such issuance. 


        10.9.   Delivery of Stock Certificates.  


        Promptly after the exercise of an Option by a Grantee and the payment in full of the Option Price, such Grantee shall be entitled to the issuance of a stock
certificate or certificates evidencing such Grantee's ownership of the shares of Stock subject to the Option. 


11.   TRANSFERABILITY OF OPTIONs  


        11.1.   Transferability of Options.  


        Except as provided in Section 11.2, during the lifetime of a Grantee, only the Grantee (or, in the event of
legal incapacity or incompetency, the Grantee's guardian or legal representative) may exercise an Option. Except as provided in Section 11.2, no
Option shall be assignable or transferable by the Grantee to whom it is granted, other than by will or the laws of descent and distribution. 


        11.2.   Transfers.  



        11.2.1. Family Transfers.  



        If authorized in the applicable Award Agreement, a Grantee may transfer, not for value, all or part of an Option which is not an Incentive Stock Option to any Family Member. For the
purpose of this Section 11.2, a "not for value" transfer is a transfer which is (i) a gift, (ii) a transfer under a domestic
relations order in settlement of marital property rights; or (iii) a transfer to an entity in which more than fifty percent of the voting interests are owned by Family Members (or the Grantee)
in exchange for an interest in that entity. Following a transfer under this Section 11.2, any such Option shall continue to be subject to the
same terms and conditions as were applicable immediately prior to transfer. Subsequent transfers of transferred Options are prohibited except to Family Members of the original Grantee in accordance
with this Section 11.2 or by will or the laws of descent and distribution. The events of termination of employment or other relationship of  Section 10.4 hereof shall continue to be applied with respect to the original Grantee, following which the Option shall be exercisable by the
transferee only to the extent, and for the periods specified in Sections 10.4, 10.5, or  10.6. 


        11.2.2. Company Approved Transfers.  



        If authorized in the applicable Award Agreement, a Grantee may transfer all or part of an option which is not an Incentive Stock Option to any employee or co-worker of such
Grantee after written approval of the Board. 




12.   RESTRICTED STOCK AND RESTRICTED STOCK UNITS  


        12.1.   Grant of Restricted Stock or Restricted Stock Units.  


        The Board may from time to time grant Restricted Stock or Restricted Stock Units to persons eligible to receive Grants under  Section 6 hereof, subject to such restrictions, conditions and other terms as the Board may determine. 


        12.2.   Restrictions.  


        At the time a Grant of Restricted Stock or Restricted Stock Units is made, the Board shall establish a period of time (the "Restricted Period") applicable to such
Restricted Stock or Restricted Stock Units. Each Grant of Restricted Stock or Restricted Stock Units may be subject to a different Restricted Period. The Board may, in its sole discretion, at the time
a Grant of Restricted Stock or 


8







 



Restricted
Stock Units is made, prescribe restrictions in addition to or other than the expiration of the Restricted Period, including the satisfaction of corporate or individual performance
objectives, which may be applicable to all or any portion of the Restricted Stock or Restricted Stock Units. Such performance objectives shall be established in writing by the Board prior to the
ninetieth day of the year in which the Grant is made and while the outcome is substantially uncertain. Performance objectives shall be based on a number of factors including, but not limited to, Stock
price, market share, sales, earnings per share, return on equity or costs. Performance objectives may include positive results, maintaining the status quo or limiting economic losses. Subject to the
fourth sentence of this Section 12.2, the Board also may, in its sole discretion, shorten or terminate the Restricted Period or waive any other
restrictions applicable to all or a portion of the Restricted Stock or Restricted Stock Units. Neither Restricted Stock nor Restricted Stock Units may be sold, transferred, assigned, pledged or
otherwise encumbered or disposed of during the Restricted Period or prior to the satisfaction of any other restrictions prescribed by the Board with respect to such Restricted Stock or Restricted
Stock Units. 


        12.3.   Restricted Stock Certificates.  


        The Company shall issue, in the name of each Grantee to whom Restricted Stock has been granted, stock certificates representing the total number of shares of
Restricted Stock granted to the Grantee, as soon as reasonably practicable after the Grant Date. The Board may provide in an Award Agreement that either (i) the Secretary of the Company shall
hold such certificates for the Grantees benefit until such time as the Restricted Stock is forfeited to the Company, or the restrictions lapse, or
(ii) such certificates shall be delivered to the Grantee, provided, however, that such certificates shall bear a legend or legends that complies with the applicable securities laws and
regulations and makes appropriate reference to the restrictions imposed under the Plan and the Award Agreement. 


        12.4.   Rights of Holders of Restricted Stock.  


        Unless the Board otherwise provides in an Award Agreement, holders of Restricted Stock shall have the right to vote such Stock and the right to receive any
dividends declared or paid with respect to such Stock. The Board may provide that any dividends paid on Restricted Stock must be reinvested in shares of Stock, which may or may not be subject to the
same vesting conditions and restrictions applicable to such Restricted Stock. All distributions, if any, received by a Grantee with respect to Restricted Stock as a result of any stock split, stock
dividend, combination of shares, or other similar transaction shall be subject to the restrictions applicable to the original Grant. 


        12.5.   Rights of Holders of Restricted Stock Units.  


        Unless the Board otherwise provides in an Award Agreement, holders of Restricted Stock Units shall have no rights as stockholders of the Company. The Board may
provide in an Award Agreement evidencing a Grant of Restricted Stock Units that the holder of such Restricted Stock Units shall be entitled to receive, upon the Company's payment of a cash dividend on
its outstanding Stock, a cash payment for each Restricted Stock Unit held equal to the per-share dividend paid on the Stock. Such Award Agreement may also provide that such cash payment
will be deemed reinvested in additional Restricted Stock Units at a price per unit equal to the Fair Market Value of a share of Stock on the date that such dividend is paid. 


        12.6.   Termination of Employment or Other Relationship.  


        Unless otherwise provided by the Board, upon the termination of a Grantee's employment or other relationship with the Company or an affiliate other than by reason
of death or "permanent and total disability" (within the meaning of Section 22(e)(3) of the Code), any shares of Restricted Stock or Restricted Stock Units held by such Grantee that have
not vested, or with respect to which all applicable restrictions and conditions have not lapsed, shall immediately be deemed forfeited. Upon forfeiture of Restricted Stock or Restricted Stock Units,
the Grantee shall have no further rights with 


9







 



respect
to such Grant, including but not limited to any right to vote Restricted Stock or any right to receive dividends with respect to shares of Restricted Stock or Restricted Stock Units. Whether a
termination of employment or other relationship shall have occurred for purposes of the Plan shall be determined by the Board, which determination shall be final and conclusive. For purposes of the
Plan, a termination of employment, service or other relationship shall not be deemed to occur if the Grantee is immediately thereafter a director of the Company or an affiliate. 



        12.7.   Rights in the Event of Death.  


        Unless otherwise provided by the Board, if a Grantee dies while employed by the Company or an affiliate, all Restricted Stock or Restricted Stock Units granted to
such Grantee shall fully vest on the date of death, and the shares of Stock represented thereby shall be deliverable in accordance with the terms of the Plan to the executors, administrators, legatees
or distributees of the Grantee's estate. 


        12.8.   Rights in the Event of Disability.  


        Unless otherwise provided by the Board, if a Grantee's employment or other relationship with the Company or an affiliate is terminated by reason of the "permanent
and total disability" (within the meaning of Section 22(e)(3) of the Code) of such Grantee, such Grantee's Restricted Stock or Restricted Stock Units shall continue to vest in accordance with
the applicable Award Agreement for a period of one year after such termination of employment or service, subject to the earlier forfeiture of such Restricted Stock or Restricted Stock Units in
accordance with the terms of the applicable Award Agreement. Whether a termination of employment or service is to be considered by reason of "permanent and total disability" for purposes of the Plan
shall be determined by the Board, which determination shall be final and conclusive. 


        12.9.   Delivery of Stock and Payment Therefor.  


        Upon the expiration or termination of the Restricted Period and the satisfaction of any other conditions prescribed by the Board, the restrictions applicable to
shares of Restricted Stock or
Restricted Stock Units shall lapse, and, unless otherwise provided in the Award Agreement, upon payment by the Grantee to the Company, in cash or by check, of the greater of (i) the aggregate
par value of the shares of Stock represented by such Restricted Stock or Restricted Stock Units or (ii) the purchase price, if any, specified in the Award agreement relating to such Restricted
Stock or Restricted Stock Units, a stock certificate for such shares shall be delivered, free of all such restrictions, to the Grantee or the Grantee's beneficiary or estate, as the case may be. 


13.   NONTRANSFERABILITY OF SHARES; REPURCHASE RIGHTS  


        13.1.   Nontransferability of Shares.  


        Subject to Section 13.4 below, a Grantee (or such other individual who is entitled to exercise an Option or
otherwise acquire shares pursuant to a Grant) shall not sell, pledge, assign, gift, transfer, or otherwise dispose of any shares of Stock acquired pursuant to a Grant to any person or entity without
first offering such shares to the Company for purchase on the same terms and conditions as those offered the proposed transferee. The Company may assign its right of first refusal under this  Section 13 in whole or in part, to (1) any holder of stock or other securities of the Company (a "Stockholder"), (2) any affiliate
or (3) any other person or entity that the Board of Directors of the Company determines has a sufficient relationship with or interest in the Company. The Company shall give reasonable written
notice to the Grantee of any such assignment of its rights. The restrictions of this Section 13.1 apply to any person to whom Stock that was
originally acquired pursuant to a Grant is sold, pledged, assigned, bequeathed, gifted, transferred or otherwise disposed of, without regard to the number of such subsequent transferees or the manner
in which they acquire the Stock, but the restrictions of this Section 13.1 do not apply to a transfer of Stock that occurs as a result of the
death of the Grantee or of any subsequent transferee (but shall apply to the executor, the administrator or personal representative, the estate, and the legatees, beneficiaries and assigns thereof). 


10









   
        13.2.   Repurchase Rights.  


        Unless otherwise provided in the applicable Award Agreement, subject to Section 13.4 below, upon the
termination of a Grantee's employment or other relationship with the Company or an affiliate, the Company shall have the right, for a period of up to twelve months following such termination,
to repurchase any or all of the shares of Stock acquired by the individual pursuant to this Plan under a Grant (including shares of Stock that were previously transferred pursuant to  Sections 11.1,
11.2 or 13.1 above), at a price
equal to the Fair Market Value of such shares of Stock on the date of termination. Upon the exercise of an Option following termination of a Grantee's employment or other relationship with the Company
or an affiliate, the Company shall have the right, for a period of up to twelve months following such exercise, to repurchase any or all such shares of Stock acquired by the Grantee pursuant to
such exercise of such Option at a price that is equal to the Fair Market Value of such shares (including shares that were previously transferred pursuant to  Sections 11.1, 11.2 or 13.1 above) on the date of
exercise (or at such other price or the Fair Market Value on such other date as shall have been specified by the Board at the time of grant and set out in the appropriate Award Agreement with respect
to the grant). In the event that the Company determines that it cannot or will not exercise its rights to purchase Stock under this Section 13.2
and the applicable Award Agreement, in whole or in part, the Company may assign its rights, in whole or in part, to (1) any Stockholder (2) any affiliate or (3) any other person
or entity that the Board of Directors of the Company determines has a sufficient relationship with or interest in the Company. The Company shall give reasonable written notice to the individual of any
assignment of its rights. 


        13.3.   Installment Payments.  


        In the case of any purchase of Stock or an Option under this Section 13, the Company or its permitted
assignee may pay the Grantee, transferee of the Option or other registered owner of the Stock the purchase price in three or fewer annual installments. Interest shall be credited on the installments
at the applicable federal rate (as determined for purposes of Section 1274 of the Code) in effect on the date on which the purchase is made. The Company or its permitted assignee shall pay at
least one-third of the total purchase price each year, plus interest on the unpaid balance, with the first payment being made on or before the 60th day after the purchase. 


        13.4.   Publicly Traded Stock.  


        If the Stock is listed on an established national or regional stock exchange or is admitted to quotation on the National Association of Securities Dealers
Automated Quotation System, or is publicly traded in
an established securities market, the foregoing transfer restrictions of Sections 13.1 and 13.2
shall terminate as of the first date that the Stock is so listed, quoted or publicly traded. 


        13.5.   Legend.  


        In order to enforce the restrictions imposed upon shares of Stock under this Plan or as provided in an Award Agreement, the Board may cause a legend or legends to
be placed on any certificate representing shares issued pursuant to this Plan that complies with the applicable securities laws and regulations and makes appropriate reference to the restrictions
imposed under it. 


14.   CERTAIN PROVISIONS APPLICABLE TO AWARDS  


        14.1.   Stand-Alone, Additional, Tandem, and Substitute Grants.  


        Grants under the Plan may, in the discretion of the Board, be granted either alone or in addition to, in tandem with, or in substitution or exchange for, any
other Grant or any award granted under another plan of the Company, any affiliate, or any business entity to be acquired by the Company or an affiliate, or any other right of a Grantee to receive
payment from the Company or any affiliate. Such additional, tandem, and substitute or exchange Grants may be awarded at any time. If a Grant is 


11







 



awarded
in substitution or exchange for another Grant, the Board shall require the surrender of such other Grant in consideration for the new Grant. In addition, Grants may be made in lieu of cash
compensation, including in lieu of cash amounts payable under other plans of the Company or any affiliate, in which the value of Stock subject to the Grant is equivalent in value to the cash
compensation (for example, Restricted Stock), or in which the exercise price, grant price or purchase price of the Grant in the nature of a right that may be exercised is equal to the Fair Market
Value of the underlying Stock minus the value of the cash compensation surrendered (for example, Options granted with an exercise price "discounted" by the amount of the cash compensation
surrendered). 


        14.2.   Term of Grant.  


        The term of each Grant shall be for such period as may be determined by the Board; provided that in no event shall the term of any Option exceed a period of ten
years (or such shorter term as may be required in respect of an Incentive Stock Option under Section 422 of the Code). 


        14.3.   Form and Timing of Payment Under Grants; Deferrals.  


        Subject to the terms of the Plan and any applicable Award Agreement, payments to be made by the Company or an affiliate upon the exercise of an Option or other
Grant may be made in such forms as the Board shall determine, including, without limitation, cash, Stock, other Grants or other property, and may be made in a single payment or transfer, in
installments, or on a deferred basis. The settlement of any Grant may be accelerated, and cash paid in lieu of Stock in connection with such settlement, in the discretion of the Board or upon
occurrence of one or more specified events. Installment or deferred payments may be required by the Board or permitted at the election of the Grantee on terms and conditions established by the Board.
Payments may include, without limitation, provisions for the payment or crediting of a reasonable interest rate on installment or deferred payments or the grant or crediting of dividend equivalents or
other amounts in respect of installment or deferred payments denominated in Stock. 


15.   PARACHUTE LIMITATIONS  


        Notwithstanding any other provision of this Plan or of any other agreement, contract, or understanding heretofore or hereafter entered into by a Grantee with the
Company or any affiliate, except an agreement, contract, or understanding hereafter entered into that expressly modifies or excludes application of this paragraph (an "Other Agreement"), and
notwithstanding any formal or informal plan or other arrangement for the direct or indirect provision of compensation to the Grantee (including groups or classes of participants or beneficiaries of
which the Grantee is a member), whether or not such compensation is deferred, is in cash, or is in the form of a benefit to or for the Grantee (a "Benefit Arrangement"), if the Grantee is a
"disqualified individual," as defined in Section 280G(c) of the Code, any Option, Restricted Stock or Restricted Stock Unit held by that Grantee and any right to receive any payment or
other benefit under this Plan shall not become exercisable or vested (i) to the extent that such right to exercise, vesting, payment, or benefit, taking into account all other rights, payments,
or benefits to or for the Grantee under this Plan, all Other Agreements, and all Benefit Arrangements, would cause any payment or benefit to the Grantee under this Plan to be considered a "parachute
payment" within the meaning of Section 280G(b)(2) of the Code as then in effect (a "Parachute Payment") and (ii) if, as a result of receiving a Parachute Payment, the aggregate
after-tax amounts received by the Grantee from the Company under this Plan, all Other Agreements, and all Benefit Arrangements would be less than the maximum after-tax amount
that could be received by the Grantee without causing any such payment or benefit to be considered a Parachute Payment. In the event that the receipt of any such right to exercise, vesting, payment,
or benefit under this Plan, in conjunction with all other rights, payments, or benefits to or for the Grantee under any Other Agreement or any Benefit Arrangement would cause the Grantee to be
considered to have received a Parachute Payment under this Plan that would have the effect of decreasing the after-tax amount 


12







 



received
by the Grantee as described in clause (ii) of the preceding sentence, then the Grantee shall have the right, in the Grantee's sole discretion, to designate those rights,
payments, or benefits under this Plan, any Other Agreements, and any Benefit Arrangements that should be reduced or eliminated so as to avoid having the payment or benefit to the Grantee under this
Plan be deemed to be a Parachute Payment. 


16.   REQUIREMENTS OF LAW  


        16.1.   General.  


        The Company shall not be required to sell or issue any shares of Stock under any Grant if the sale or issuance of such shares would constitute a violation by the
Grantee, any other individual exercising a right emanating from such Grant, or the Company of any provision of any law or regulation of any governmental authority, including without limitation any
federal or state securities laws or regulations. If at any time the Company shall determine, in its discretion, that the listing, registration or qualification of any shares subject to a Grant upon
any securities exchange or under any governmental
regulatory body is necessary or desirable as a condition of, or in connection with, the issuance or purchase of shares hereunder, no shares of Stock may be issued or sold to the Grantee or any other
individual exercising an Option pursuant to such Grant unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable
to the Company, and any delay caused thereby shall in no way affect the date of termination of the Grant. Specifically, in connection with the Securities Act, upon the exercise of any right emanating
from such Grant or the delivery of any shares of Restricted Stock or Stock underlying Restricted Stock Units, unless a registration statement under such Act is in effect with respect to the shares of
Stock covered by such Grant, the Company shall not be required to sell or issue such shares unless the Board has received evidence satisfactory to it that the Grantee or any other individual
exercising an Option may acquire such shares pursuant to an exemption from registration under the Securities Act. Any determination in this connection by the Board shall be final, binding, and
conclusive. The Company may, but shall in no event be obligated to, register any securities covered hereby pursuant to the Securities Act. The Company shall not be obligated to take any affirmative
action in order to cause the exercise of an Option or the issuance of shares of Stock pursuant to the Plan to comply with any law or regulation of any governmental authority. As to any jurisdiction
that expressly imposes the requirement that an Option shall not be exercisable until the shares of Stock covered by such Option are registered or are exempt from registration, the exercise of such
Option (under circumstances in which the laws of such jurisdiction apply) shall be deemed conditioned upon the effectiveness of such registration or the availability of such an exemption. 


        16.2.   Rule 16b-3.  


        During any time when the Company has a class of equity security registered under Section 12 of the Exchange Act, it is the intent of the Company that
Grants pursuant to the Plan and the exercise of Options granted hereunder will qualify for the exemption provided by Rule 16b-3 under the Exchange Act. To the extent that any
provision of the Plan or action by the Board does not comply with the requirements of Rule 16b-3, it shall be deemed inoperative to the extent permitted by law and deemed advisable
by the Board, and shall not affect the validity of the Plan. In the event that Rule 16b-3 is revised or replaced, the Board may exercise its discretion to modify this Plan in any
respect necessary to satisfy the requirements of, or to take advantage of any features of, the revised exemption or its replacement. 


17.   AMENDMENT AND TERMINATION OF THE PLAN  



        The Board may, at any time and from time to time, amend, suspend, or terminate the Plan as to any shares of Stock as to which Grants have not been made; provided,
however, that the Board shall 


13







 



not,
without approval of the Company's shareholders, amend the Plan such that it does not comply with the Code. Except as permitted under this  Section 17 or Section 18 hereof, no amendment, suspension, or termination of the Plan
shall, without the consent of the Grantee, alter or impair rights or obligations under any Grant theretofore awarded under the Plan. 


18.   EFFECT OF CHANGES IN CAPITALIZATION  


        18.1.   Changes in Stock.  


        If the number of outstanding shares of Stock is increased or decreased or the shares of Stock are changed into or exchanged for a different number or kind of
shares or other securities of the Company on account of any recapitalization, reclassification, stock split, reverse split, combination of shares, exchange of shares, stock dividend or other
distribution payable in capital stock, or other increase or decrease in such shares effected without receipt of consideration by the Company occurring after the Effective Date, the number and kinds of
shares for which Grants of Options, Restricted Stock and Restricted Stock Units may be made under the Plan shall be adjusted proportionately and accordingly by the Company. In addition, the number and
kind of shares for which Grants are outstanding shall be adjusted proportionately and accordingly so that the proportionate interest of the Grantee immediately following such event shall, to the
extent practicable, be the same as immediately before such event. Any such adjustment in outstanding Options shall not change the aggregate Option Price payable with respect to shares that are subject
to the unexercised portion of an Option outstanding but shall include a corresponding proportionate adjustment in the Option Price per share. The conversion of any convertible securities of the
Company shall not be treated as an increase in shares effected without receipt of consideration. 


        18.2.   Reorganization in Which the Company Is the Surviving Entity and in Which No Change of Control Occurs.  


        Subject to Section 18.3 hereof, if the Company shall be the surviving entity in any reorganization, merger,
or consolidation of the Company with one or more other entities and in which no Change of Control occurs, any Option theretofore granted pursuant to the Plan shall pertain to and apply to the
securities to which a holder of the number of shares of Stock subject to such Option would have been entitled immediately following such reorganization, merger, or consolidation, with a corresponding
proportionate adjustment of the Option Price per share so that the aggregate Option Price thereafter shall be the same as the aggregate Option Price of the shares remaining subject to the Option
immediately prior to such reorganization, merger, or consolidation. Subject to any contrary language in an Award Agreement evidencing a Grant of Restricted Stock, any restrictions applicable to such
Restricted Stock shall apply as well to any replacement shares received by the Grantee as a result of the reorganization, merger or consolidation. 


        18.3.   Reorganization, Sale of Assets or Sale of Stock Which Involves a Change of Control.  



        Subject to the exceptions set forth in the last sentence of this Section 18.3, (i) upon the
occurrence of a Change of Control, all outstanding shares of Restricted Stock and Restricted Stock Units shall be deemed to have vested, and all restrictions and conditions applicable to such shares
of Restricted Stock and Restricted Stock Units shall be deemed to have lapsed, immediately prior to the occurrence of such Change of Control, and (ii) fifteen days prior to the scheduled
consummation of a Change of Control, all Options outstanding hereunder shall become immediately exercisable and shall remain exercisable for a period of fifteen days. Any exercise of an Option
during such fifteen-day period shall be conditioned upon the consummation of the event and shall be effective only immediately before the consummation of the event. Upon consummation of
any Change of Control, the Plan and all outstanding but unexercised Options shall terminate. The Board shall send written notice of an event that will result in such a termination to all individuals
who hold Options not later than the time at which the Company gives notice thereof to its shareholders. This Section 18.3 shall not apply to any 


14







 



Change
of Control to the extent that (A) provision is made in writing in connection with such Change of Control for the assumption of the Options, Restricted Stock and Restricted Stock Units
theretofore granted, or for the substitution for such Options, Restricted Stock and Restricted Stock Units of new options, restricted stock and restricted stock units covering the stock of a successor
entity, or a parent or subsidiary thereof, with appropriate adjustments as to the number and kinds of shares or units and exercise prices, in which event the Plan and Options, Restricted Stock and
Restricted Stock Units theretofore granted shall continue in the manner and under the terms so provided or (B) a majority of the full Board determines that such Change of Control shall not
trigger application of the provisions of this Section 18.3, subject to Section 26. 


        18.4.   Adjustments.  


        Adjustments under this Section 18 related to shares of Stock or securities of the Company shall be made by
the Board, whose determination in that respect shall be final, binding and conclusive. No fractional shares or other securities shall be issued pursuant to any such adjustment, and any fractions
resulting from any such adjustment shall be eliminated in each case by rounding downward to the nearest whole share. 


        18.5.   No Limitations on Company.  


        The making of Grants pursuant to the Plan shall not affect or limit in any way the right or power of the Company to make adjustments, reclassifications,
reorganizations, or changes of its capital or business structure or to merge, consolidate, dissolve, or liquidate, or to sell or transfer all or any part of its business or assets. 


19.   DISCLAIMER OF RIGHTS  


        No provision in the Plan or in any Grant or Award Agreement shall be construed to confer upon any individual the right to remain in the employ or service of the
Company or any affiliate, or to interfere in any way with any contractual or other right or authority of the Company either to increase or decrease the compensation or other payments to any individual
at any time, or to terminate any employment or other relationship between any individual and the Company. In addition, notwithstanding anything contained in the Plan to the contrary, unless otherwise
stated in the applicable Award Agreement, no Grant awarded under the Plan shall be affected by any change of duties or position of the Grantee, so long as such Grantee continues to be a director,
officer, consultant or employee of the Company or any affiliate. The obligation of the Company to pay any benefits pursuant to this Plan shall be interpreted as a contractual obligation to pay only
those amounts described herein, in the manner and under the conditions prescribed herein. The Plan shall in no way be interpreted to require the Company to transfer any amounts to a third party
trustee or otherwise hold any amounts in trust or escrow for payment to any participant or beneficiary under the terms of the Plan. No Grantee shall have any of the rights of a shareholder with
respect to the shares of Stock subject to an Option except to the extent the certificates for such shares of Stock shall have been issued upon the exercise of the Option. 


20.   NONEXCLUSIVITY OF THE PLAN  


        Neither the adoption of the Plan nor the submission of the Plan to the shareholders of the Company for approval shall be construed as creating any limitations
upon the right and authority of the Board to adopt such other incentive compensation arrangements (which arrangements may be applicable either generally to a class or classes of individuals or
specifically to a particular individual or particular individuals) as the Board in its discretion determines desirable, including, without limitation, the granting of stock options otherwise than
under the Plan. 


15







 



21.   WITHHOLDING TAXES  


        The Company or any affiliate, as the case may be, shall have the right to deduct from payments of any kind otherwise due to a Grantee any Federal, state, or local
taxes of any kind required by law to be withheld with respect to the vesting of or other lapse of restrictions applicable to Restricted Stock or Restricted Stock Units or upon the issuance of any
shares of Stock upon the exercise of an Option. At the time of such vesting, lapse, or exercise, the Grantee shall pay to the Company or affiliate, as the case may be, any amount that the Company or
affiliate may reasonably determine to be necessary to satisfy such withholding obligation. Subject to the prior approval of the Company or the affiliate, which may be withheld by the Company or the
affiliate, as the case may be, in its sole discretion, the Grantee may elect to satisfy such obligations, in whole or in part, (i) by causing the Company or the affiliate to withhold shares of
Stock otherwise issuable to the Grantee or (ii) by delivering to the Company or the affiliate shares of Stock already owned by the Grantee. The shares of Stock so delivered or withheld shall
have an aggregate Fair Market Value equal to such withholding obligations. The Fair Market Value of the shares of Stock used to satisfy such withholding obligation shall be determined by the Company
or the affiliate as of the date that the amount of tax to be withheld is to be determined. A Grantee who has made an election pursuant to this Section 21  may satisfy his or her withholding
obligation only with shares of Stock that are not subject to any repurchase, forfeiture, unfulfilled vesting, or other similar requirements. 


22.   CAPTIONS  



        The use of captions in this Plan or any Award Agreement is for the convenience of reference only and shall not affect the meaning of any provision of the Plan or
such Award Agreement. 


23.   OTHER PROVISIONS  


        Each Grant awarded under the Plan may contain such other terms and conditions not inconsistent with the Plan as may be determined by the Board, in its sole
discretion. 



24.   NUMBER AND GENDER  


        With respect to words used in this Plan, the singular form shall include the plural form, the masculine gender shall include the feminine gender, etc., as the
context requires. 


25.   SEVERABILITY  


        If any provision of the Plan or any Award Agreement shall be determined to be illegal or unenforceable by any court of law in any jurisdiction, the remaining
provisions hereof and thereof shall be severable and enforceable in accordance with their terms, and all provisions shall remain enforceable in any other jurisdiction. 



26.   POOLING  


        In the event any provision of the Plan or the Award Agreement would prevent the use of pooling of interests accounting in a corporate transaction involving the
Company and such transaction is contingent upon pooling of interests accounting, then that provision shall be deemed amended or revoked to the extent required to preserve such pooling of interests.
The Company may require in an Award Agreement that a Grantee who receives a Grant under the Plan shall, upon advice from the Company, take (or refrain from taking, as appropriate) all actions
necessary or desirable to ensure that pooling of interests accounting is available. 


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27.   GOVERNING LAW  


        The validity and construction of this Plan and the instruments evidencing the Grants awarded hereunder shall be governed by the laws of the State of Colorado
(excluding the choice of law rules thereof). 


28.   BLUE SKY PROVISIONS  


        28.1.   California Provisions.  


        Notwithstanding the foregoing sections, any Grant made under the Plan to a Grantee who is a resident of the State of California on the Grant Date shall be subject
to the following additional terms and conditions: 



        A.    For
the purpose of Grants which are not Incentive Stock Options, Fair Market Value shall be determined in a manner not inconsistent with Section 260.140.50 of the
California Code of Regulations or any successor statute, and the exercise price of any non-incentive stock option shall not be less than 85% of Fair Market Value on the date of grant. 


        B.    Grants
may not be made under the Plan to Grantees ten years after the earlier of: (i) the date the Plan was adopted by the Board or (ii) the date the
Plan was approved by the shareholders of the Company. 


        C.    An
Option granted under the Plan to a Grantee who is a person who owns stock possessing more than ten percent of the combined voting power of all classes of stock of the
Company or its parent or its Subsidiary corporations shall have an Option Price of at least 110% of the Fair Market Value of a share of Stock on the Grant Date. 



        D.    Any
Option granted under the Plan to a Grantee who is not an officer, director, or consultant of the Company or affiliates shall become exercisable at a rate of at least
twenty percent (20%) of the shares of Stock subject to such Grant per year for a period of five years from the Grant Date; provided, that, such Option shall be subject to such reasonable
forfeiture conditions as the Board may choose to impose and which are not inconsistent with Section 260.140.41 of the California Code of Regulations or any successor statute. 


        E.    The
Company shall deliver to the Grantee financial statements on an annual basis regarding the Company. The financial statements so provided shall comply with
Section 260.140.46 of the California Code of Regulations or any successor statute, but need not comply with Section 260.613 of the California Code of Regulations or any successor
statute. 


        F.     Any
transfer of an Option granted under the Plan authorized by the Board in an Award Agreement must comply with Section 260.140.41(d) of the California Code
of Regulations or any successor statute. 


        G.    A
Grant which authorizes a Grantee to purchase Stock under the Plan (other than a non-qualified stock option) shall not be transferable other than by will or
the laws of descent and distribution. 


        H.    Unless
a Grantee's employment is terminated for cause as defined by applicable law, the Grantee shall have the right to exercise an Option, prior to the termination of
the Option in accordance with Section 10 and only to the extent that the Grantee was entitled to exercise such Option on the date employment
terminates, as follows: (i) at least six (6) months after the date of termination if the termination was caused by the Grantee's death or "permanent and total disability" (within the
meaning of Section 22(e)(3) of the Code), and (ii) at least thirty (30) days after the date of termination if termination was caused by other than death or "permanent and
total disability" (within the meaning of Section 22(e)(3) of the Code) of the Grantee. 



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        I.     The
purchase price for a grant of Restricted Stock or Restricted Stock Units shall be at least 85% of the Fair Market Value of the Stock on the Grant Date and at least
100% of the Fair Market Value of Stock on the Grant Date in the case of a person who owns stock possessing more than ten percent of the combined voting power of all classes of stock of the Company or
its parent or its Subsidiary corporations. 


        J.     At
no time shall the total number of shares of Stock issuable upon exercise of all outstanding Options and the total number of shares provided for under all stock bonus
or similar plans of the Company exceed the applicable percentage as calculated in accordance with the conditions and exclusions of Section 260.140.45 of the California Code of Regulations or
any successor statute. 


        K.    Grants
may be made only to persons who are employees, directors, or consultants of the Company or its affiliates. 




        If
the Stock is listed on an established national or regional stock exchange or is admitted to quotation on the National Association of Securities Dealers Automated Quotation System, or
is publicly traded in an established securities market, the restrictions of this Section 28.1 shall terminate as of the first date that the Stock
is so listed, quoted or publicly traded. 


        28.2.   Limitations on Grants to Non-Employees.  


        Notwithstanding Section 6, to the extent required to comply with restrictions in state laws, including laws
regulating the sale or issuance of securities, a person: who is not an employee of the Company or an employee of any wholly-owned subsidiary of the
Company shall not be eligible to receive a Grant under the Plan. Grants may be made to such individuals under another plan of the Company. 


*
* * 


        The
Plan was duly adopted and approved by the Board of Directors of the Company as of the 3rd day of February, 2000. 


        The
Plan was duly approved by the stockholders of the Company on the 31st day of January, 2001. 


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MDMI HOLDINGS, INC. 2000 STOCK OPTION AND INCENTIVE PLAN