EXHIBIT
10.23


 


COATES
INTERNATIONAL, LTD.


 


2014
Stock Option and
Incentive Plan


 


		1.	Purpose
                                                                                                                                                                                                             and
                                                                                                                                                                                                             Eligibility



 


The
purpose of this
2014 Stock Option
and Incentive Plan
(the "Plan") of Coates International
Ltd. (the "Company")
is to provide
stock options and other equity
interests in the
Company (each an
"Award") to employees,
officers, directors, consultants and
advisors of the
Company and its
Subsidiaries, all of whom are
eligible to receive
Awards under the
Plan. Any person
to whom an Award has
been granted under
the Plan is
called a "Participant".
Additional definitions are contained
in Section 8.


 


		2.	Administration



 


		a.	Administration
                                                                                                                                                                                                                by
                                                                                                                                                                                                                Board
                                                                                                                                                                                                                of
                                                                                                                                                                                                                Directors.
                                                                                                                                                                                                                The
                                                                                                                                                                                                                Plan
                                                                                                                                                                                                                will
                                                                                                                                                                                                                be
                                                                                                                                                                                                                administered
                                                                                                                                                                                                                by
                                                                                                                                                                                                                the
                                                                                                                                                                                                                Board
                                                                                                                                                                                                                of
                                                                                                                                                                                                                Directors
                                                                                                                                                                                                                of
                                                                                                                                                                                                                the
                                                                                                                                                                                                                Company
                                                                                                                                                                                                                (the
                                                                                                                                                                                                                "Board").
                                                                                                                                                                                                                The
                                                                                                                                                                                                                Board,
                                                                                                                                                                                                                in
                                                                                                                                                                                                                its
                                                                                                                                                                                                                sole
                                                                                                                                                                                                                discretion,
                                                                                                                                                                                                                shall
                                                                                                                                                                                                                have
                                                                                                                                                                                                                the
                                                                                                                                                                                                                authority
                                                                                                                                                                                                                to
                                                                                                                                                                                                                grant
                                                                                                                                                                                                                and
                                                                                                                                                                                                                amend
                                                                                                                                                                                                                Awards,
                                                                                                                                                                                                                to
                                                                                                                                                                                                                adopt,
                                                                                                                                                                                                                amend
                                                                                                                                                                                                                and
                                                                                                                                                                                                                repeal
                                                                                                                                                                                                                rules
                                                                                                                                                                                                                relating
                                                                                                                                                                                                                to
                                                                                                                                                                                                                the
                                                                                                                                                                                                                Plan
                                                                                                                                                                                                                and
                                                                                                                                                                                                                to
                                                                                                                                                                                                                interpret
                                                                                                                                                                                                                and
                                                                                                                                                                                                                correct
                                                                                                                                                                                                                the
                                                                                                                                                                                                                provisions
                                                                                                                                                                                                                of
                                                                                                                                                                                                                the
                                                                                                                                                                                                                Plan
                                                                                                                                                                                                                and
                                                                                                                                                                                                                any
                                                                                                                                                                                                                Award.
                                                                                                                                                                                                                All
                                                                                                                                                                                                                decisions
                                                                                                                                                                                                                by
                                                                                                                                                                                                                the
                                                                                                                                                                                                                Board
                                                                                                                                                                                                                shall
                                                                                                                                                                                                                be
                                                                                                                                                                                                                final
                                                                                                                                                                                                                and
                                                                                                                                                                                                                binding
                                                                                                                                                                                                                on
                                                                                                                                                                                                                all
                                                                                                                                                                                                                interested
                                                                                                                                                                                                                persons.
                                                                                                                                                                                                                Neither
                                                                                                                                                                                                                the
                                                                                                                                                                                                                Company
                                                                                                                                                                                                                nor
                                                                                                                                                                                                                any
                                                                                                                                                                                                                member
                                                                                                                                                                                                                of
                                                                                                                                                                                                                the
                                                                                                                                                                                                                Board
                                                                                                                                                                                                                shall
                                                                                                                                                                                                                be
                                                                                                                                                                                                                liable
                                                                                                                                                                                                                for
                                                                                                                                                                                                                any
                                                                                                                                                                                                                action
                                                                                                                                                                                                                or
                                                                                                                                                                                                                determination
                                                                                                                                                                                                                relating
                                                                                                                                                                                                                to
                                                                                                                                                                                                                the
                                                                                                                                                                                                                Plan.
                                                                                                                                                                                                                Specifically,
                                                                                                                                                                                                                without
                                                                                                                                                                                                                limiting
                                                                                                                                                                                                                the
                                                                                                                                                                                                                foregoing,
                                                                                                                                                                                                                the
                                                                                                                                                                                                                Board
                                                                                                                                                                                                                shall
                                                                                                                                                                                                                have
                                                                                                                                                                                                                authority
                                                                                                                                                                                                                to
                                                                                                                                                                                                                adopt
                                                                                                                                                                                                                special
                                                                                                                                                                                                                rules
                                                                                                                                                                                                                and
                                                                                                                                                                                                                sub-plans
                                                                                                                                                                                                                for
                                                                                                                                                                                                                Participants
                                                                                                                                                                                                                in
                                                                                                                                                                                                                foreign
                                                                                                                                                                                                                jurisdictions
                                                                                                                                                                                                                to
                                                                                                                                                                                                                take
                                                                                                                                                                                                                advantage
                                                                                                                                                                                                                of
                                                                                                                                                                                                                favorable
                                                                                                                                                                                                                tax
                                                                                                                                                                                                                programs
                                                                                                                                                                                                                or
                                                                                                                                                                                                                for
                                                                                                                                                                                                                other
                                                                                                                                                                                                                legal
                                                                                                                                                                                                                objectives.
                                                                                                                                                                                                                The
                                                                                                                                                                                                                Board
                                                                                                                                                                                                                of
                                                                                                                                                                                                                Directors
                                                                                                                                                                                                                may
                                                                                                                                                                                                                further,
                                                                                                                                                                                                                with
                                                                                                                                                                                                                the
                                                                                                                                                                                                                consent
                                                                                                                                                                                                                of
                                                                                                                                                                                                                the
                                                                                                                                                                                                                affected
                                                                                                                                                                                                                optionee,
                                                                                                                                                                                                                affect
                                                                                                                                                                                                                the
                                                                                                                                                                                                                cancellation
                                                                                                                                                                                                                of
                                                                                                                                                                                                                any
                                                                                                                                                                                                                or
                                                                                                                                                                                                                all
                                                                                                                                                                                                                outstanding
                                                                                                                                                                                                                options
                                                                                                                                                                                                                and
                                                                                                                                                                                                                the
                                                                                                                                                                                                                grant
                                                                                                                                                                                                                of
                                                                                                                                                                                                                new
                                                                                                                                                                                                                options
                                                                                                                                                                                                                in
                                                                                                                                                                                                                substitution
                                                                                                                                                                                                                therefor
                                                                                                                                                                                                                covering
                                                                                                                                                                                                                the
                                                                                                                                                                                                                same
                                                                                                                                                                                                                or
                                                                                                                                                                                                                different
                                                                                                                                                                                                                numbers
                                                                                                                                                                                                                of
                                                                                                                                                                                                                shares
                                                                                                                                                                                                                of
                                                                                                                                                                                                                Common
                                                                                                                                                                                                                Stock
                                                                                                                                                                                                                having
                                                                                                                                                                                                                an
                                                                                                                                                                                                                option
                                                                                                                                                                                                                exercise
                                                                                                                                                                                                                price
                                                                                                                                                                                                                per
                                                                                                                                                                                                                share
                                                                                                                                                                                                                that
                                                                                                                                                                                                                may
                                                                                                                                                                                                                be
                                                                                                                                                                                                                higher
                                                                                                                                                                                                                or
                                                                                                                                                                                                                lower
                                                                                                                                                                                                                than
                                                                                                                                                                                                                the
                                                                                                                                                                                                                exercise
                                                                                                                                                                                                                price
                                                                                                                                                                                                                per
                                                                                                                                                                                                                share
                                                                                                                                                                                                                of
                                                                                                                                                                                                                the
                                                                                                                                                                                                                canceled
                                                                                                                                                                                                                options.
	 	 	 
		b.	Appointment
                                                                                                                                                                                                                of
                                                                                                                                                                                                                Committees.
                                                                                                                                                                                                                To
                                                                                                                                                                                                                the
                                                                                                                                                                                                                extent
                                                                                                                                                                                                                permitted
                                                                                                                                                                                                                by
                                                                                                                                                                                                                applicable
                                                                                                                                                                                                                law,
                                                                                                                                                                                                                the
                                                                                                                                                                                                                Board
                                                                                                                                                                                                                may
                                                                                                                                                                                                                delegate
                                                                                                                                                                                                                any
                                                                                                                                                                                                                or
                                                                                                                                                                                                                all
                                                                                                                                                                                                                of
                                                                                                                                                                                                                its
                                                                                                                                                                                                                powers
                                                                                                                                                                                                                under
                                                                                                                                                                                                                the
                                                                                                                                                                                                                Plan
                                                                                                                                                                                                                to
                                                                                                                                                                                                                one
                                                                                                                                                                                                                or
                                                                                                                                                                                                                more
                                                                                                                                                                                                                committees
                                                                                                                                                                                                                or
                                                                                                                                                                                                                subcommittees
                                                                                                                                                                                                                of
                                                                                                                                                                                                                the
                                                                                                                                                                                                                Board
                                                                                                                                                                                                                (a
                                                                                                                                                                                                                "Committee").
                                                                                                                                                                                                                All
                                                                                                                                                                                                                references
                                                                                                                                                                                                                in
                                                                                                                                                                                                                the
                                                                                                                                                                                                                Plan
                                                                                                                                                                                                                to
                                                                                                                                                                                                                the
                                                                                                                                                                                                                "Board"
                                                                                                                                                                                                                shall
                                                                                                                                                                                                                mean
                                                                                                                                                                                                                such
                                                                                                                                                                                                                Committee
                                                                                                                                                                                                                or
                                                                                                                                                                                                                the
                                                                                                                                                                                                                Board.
	 	 	 
		c.	Delegation
                                                                                                                                                                                                                to
                                                                                                                                                                                                                Officers.
                                                                                                                                                                                                                To
                                                                                                                                                                                                                the
                                                                                                                                                                                                                extent
                                                                                                                                                                                                                permitted
                                                                                                                                                                                                                by
                                                                                                                                                                                                                applicable
                                                                                                                                                                                                                law,
                                                                                                                                                                                                                the
                                                                                                                                                                                                                board
                                                                                                                                                                                                                may
                                                                                                                                                                                                                delegate
                                                                                                                                                                                                                to
                                                                                                                                                                                                                one
                                                                                                                                                                                                                or
                                                                                                                                                                                                                more
                                                                                                                                                                                                                officers
                                                                                                                                                                                                                of
                                                                                                                                                                                                                the
                                                                                                                                                                                                                Company
                                                                                                                                                                                                                the
                                                                                                                                                                                                                power
                                                                                                                                                                                                                to
                                                                                                                                                                                                                grant
                                                                                                                                                                                                                Awards
                                                                                                                                                                                                                to
                                                                                                                                                                                                                employees
                                                                                                                                                                                                                or
                                                                                                                                                                                                                officers
                                                                                                                                                                                                                of
                                                                                                                                                                                                                the
                                                                                                                                                                                                                Company
                                                                                                                                                                                                                or
                                                                                                                                                                                                                any
                                                                                                                                                                                                                of
                                                                                                                                                                                                                its
                                                                                                                                                                                                                present
                                                                                                                                                                                                                or
                                                                                                                                                                                                                future
                                                                                                                                                                                                                subsidiary
                                                                                                                                                                                                                corporations
                                                                                                                                                                                                                and
                                                                                                                                                                                                                to
                                                                                                                                                                                                                exercise
                                                                                                                                                                                                                such
                                                                                                                                                                                                                other
                                                                                                                                                                                                                powers
                                                                                                                                                                                                                under
                                                                                                                                                                                                                the
                                                                                                                                                                                                                Plan
                                                                                                                                                                                                                as
                                                                                                                                                                                                                the
                                                                                                                                                                                                                Board
                                                                                                                                                                                                                may
                                                                                                                                                                                                                determine,
                                                                                                                                                                                                                provided
                                                                                                                                                                                                                that
                                                                                                                                                                                                                the
                                                                                                                                                                                                                Board
                                                                                                                                                                                                                shall
                                                                                                                                                                                                                fix
                                                                                                                                                                                                                the
                                                                                                                                                                                                                terms
                                                                                                                                                                                                                of
                                                                                                                                                                                                                the
                                                                                                                                                                                                                Awards
                                                                                                                                                                                                                to
                                                                                                                                                                                                                be
                                                                                                                                                                                                                granted
                                                                                                                                                                                                                by
                                                                                                                                                                                                                such
                                                                                                                                                                                                                officers
                                                                                                                                                                                                                (including
                                                                                                                                                                                                                the
                                                                                                                                                                                                                exercise
                                                                                                                                                                                                                or
                                                                                                                                                                                                                purchase
                                                                                                                                                                                                                price
                                                                                                                                                                                                                of
                                                                                                                                                                                                                such
                                                                                                                                                                                                                Awards,
                                                                                                                                                                                                                which
                                                                                                                                                                                                                may
                                                                                                                                                                                                                include
                                                                                                                                                                                                                a
                                                                                                                                                                                                                formula
                                                                                                                                                                                                                by
                                                                                                                                                                                                                which
                                                                                                                                                                                                                the
                                                                                                                                                                                                                price
                                                                                                                                                                                                                will
                                                                                                                                                                                                                be
                                                                                                                                                                                                                determined)
                                                                                                                                                                                                                and
                                                                                                                                                                                                                the
                                                                                                                                                                                                                maximum
                                                                                                                                                                                                                number
                                                                                                                                                                                                                of
                                                                                                                                                                                                                securities
                                                                                                                                                                                                                subject
                                                                                                                                                                                                                to
                                                                                                                                                                                                                Awards
                                                                                                                                                                                                                that
                                                                                                                                                                                                                the
                                                                                                                                                                                                                officers
                                                                                                                                                                                                                may
                                                                                                                                                                                                                grant;
                                                                                                                                                                                                                provided
                                                                                                                                                                                                                further
                                                                                                                                                                                                                that
                                                                                                                                                                                                                no
                                                                                                                                                                                                                officer
                                                                                                                                                                                                                shall
                                                                                                                                                                                                                be
                                                                                                                                                                                                                authorized
                                                                                                                                                                                                                to
                                                                                                                                                                                                                grant
                                                                                                                                                                                                                Awards
                                                                                                                                                                                                                to
                                                                                                                                                                                                                any
                                                                                                                                                                                                                "executive
                                                                                                                                                                                                                officer"
                                                                                                                                                                                                                of
                                                                                                                                                                                                                the
                                                                                                                                                                                                                Company
                                                                                                                                                                                                                (as
                                                                                                                                                                                                                defined
                                                                                                                                                                                                                by
                                                                                                                                                                                                                Rule
                                                                                                                                                                                                                3b-7
                                                                                                                                                                                                                under
                                                                                                                                                                                                                the
                                                                                                                                                                                                                Securities
                                                                                                                                                                                                                Exchange
                                                                                                                                                                                                                Act
                                                                                                                                                                                                                of
                                                                                                                                                                                                                1934,
                                                                                                                                                                                                                as
                                                                                                                                                                                                                amended
                                                                                                                                                                                                                (the
                                                                                                                                                                                                                "Exchange
                                                                                                                                                                                                                Act")
                                                                                                                                                                                                                or
                                                                                                                                                                                                                to
                                                                                                                                                                                                                any
                                                                                                                                                                                                                "officer"
                                                                                                                                                                                                                of
                                                                                                                                                                                                                the
                                                                                                                                                                                                                Company
                                                                                                                                                                                                                (as
                                                                                                                                                                                                                defined
                                                                                                                                                                                                                by
                                                                                                                                                                                                                Rule
                                                                                                                                                                                                                16a-1
                                                                                                                                                                                                                under
                                                                                                                                                                                                                the
                                                                                                                                                                                                                Exchange
                                                                                                                                                                                                                Act).



 


		3.	Stock
                                                                                                                                                                                                             Available
                                                                                                                                                                                                             for
                                                                                                                                                                                                             Awards



 


		a.	Number
                                                                                                                                                                                                                of
                                                                                                                                                                                                                Shares.
                                                                                                                                                                                                                Subject
                                                                                                                                                                                                                to
                                                                                                                                                                                                                adjustment
                                                                                                                                                                                                                under
                                                                                                                                                                                                                Section
                                                                                                                                                                                                                3(c),
                                                                                                                                                                                                                the
                                                                                                                                                                                                                aggregate
                                                                                                                                                                                                                number
                                                                                                                                                                                                                of
                                                                                                                                                                                                                shares
                                                                                                                                                                                                                of
                                                                                                                                                                                                                Common
                                                                                                                                                                                                                Stock
                                                                                                                                                                                                                of
                                                                                                                                                                                                                the
                                                                                                                                                                                                                Company
                                                                                                                                                                                                                (the
                                                                                                                                                                                                                "Common
                                                                                                                                                                                                                Stock")
                                                                                                                                                                                                                that
                                                                                                                                                                                                                may
                                                                                                                                                                                                                be
                                                                                                                                                                                                                issued
                                                                                                                                                                                                                pursuant
                                                                                                                                                                                                                to
                                                                                                                                                                                                                the
                                                                                                                                                                                                                Plan
                                                                                                                                                                                                                is
                                                                                                                                                                                                                50,000,000
                                                                                                                                                                                                                shares.
                                                                                                                                                                                                                If
                                                                                                                                                                                                                any
                                                                                                                                                                                                                Award
                                                                                                                                                                                                                expires,
                                                                                                                                                                                                                or
                                                                                                                                                                                                                is
                                                                                                                                                                                                                terminated,
                                                                                                                                                                                                                surrendered
                                                                                                                                                                                                                or
                                                                                                                                                                                                                forfeited,
                                                                                                                                                                                                                in
                                                                                                                                                                                                                whole
                                                                                                                                                                                                                or
                                                                                                                                                                                                                in
                                                                                                                                                                                                                part,
                                                                                                                                                                                                                the
                                                                                                                                                                                                                unissued
                                                                                                                                                                                                                Common
                                                                                                                                                                                                                Stock
                                                                                                                                                                                                                covered
                                                                                                                                                                                                                by
                                                                                                                                                                                                                such
                                                                                                                                                                                                                Award
                                                                                                                                                                                                                shall
                                                                                                                                                                                                                again
                                                                                                                                                                                                                be
                                                                                                                                                                                                                available
                                                                                                                                                                                                                for
                                                                                                                                                                                                                the
                                                                                                                                                                                                                grant
                                                                                                                                                                                                                of
                                                                                                                                                                                                                Awards
                                                                                                                                                                                                                under
                                                                                                                                                                                                                the
                                                                                                                                                                                                                Plan.
                                                                                                                                                                                                                If
                                                                                                                                                                                                                shares
                                                                                                                                                                                                                of
                                                                                                                                                                                                                Common
                                                                                                                                                                                                                Stock
                                                                                                                                                                                                                issued
                                                                                                                                                                                                                pursuant
                                                                                                                                                                                                                to
                                                                                                                                                                                                                the
                                                                                                                                                                                                                Plan
                                                                                                                                                                                                                are
                                                                                                                                                                                                                repurchased
                                                                                                                                                                                                                by,
                                                                                                                                                                                                                or
                                                                                                                                                                                                                are
                                                                                                                                                                                                                surrendered
                                                                                                                                                                                                                or
                                                                                                                                                                                                                forfeited
                                                                                                                                                                                                                to,
                                                                                                                                                                                                                the
                                                                                                                                                                                                                Company
                                                                                                                                                                                                                at
                                                                                                                                                                                                                no
                                                                                                                                                                                                                more
                                                                                                                                                                                                                than
                                                                                                                                                                                                                cost,
                                                                                                                                                                                                                such
                                                                                                                                                                                                                shares
                                                                                                                                                                                                                of
                                                                                                                                                                                                                Common
                                                                                                                                                                                                                Stock
                                                                                                                                                                                                                shall
                                                                                                                                                                                                                again
                                                                                                                                                                                                                be
                                                                                                                                                                                                                available
                                                                                                                                                                                                                for
                                                                                                                                                                                                                the
                                                                                                                                                                                                                grant
                                                                                                                                                                                                                of
                                                                                                                                                                                                                Awards
                                                                                                                                                                                                                under
                                                                                                                                                                                                                the
                                                                                                                                                                                                                Plan;
                                                                                                                                                                                                                provided,
                                                                                                                                                                                                                however,
                                                                                                                                                                                                                that
                                                                                                                                                                                                                the
                                                                                                                                                                                                                cumulative
                                                                                                                                                                                                                number
                                                                                                                                                                                                                of
                                                                                                                                                                                                                such
                                                                                                                                                                                                                shares
                                                                                                                                                                                                                that
                                                                                                                                                                                                                may
                                                                                                                                                                                                                be
                                                                                                                                                                                                                so
                                                                                                                                                                                                                reissued
                                                                                                                                                                                                                under
                                                                                                                                                                                                                the
                                                                                                                                                                                                                Plan
                                                                                                                                                                                                                will
                                                                                                                                                                                                                not
                                                                                                                                                                                                                exceed
                                                                                                                                                                                                                50,000,000
                                                                                                                                                                                                                shares.
                                                                                                                                                                                                                Shares
                                                                                                                                                                                                                issued
                                                                                                                                                                                                                under
                                                                                                                                                                                                                the
                                                                                                                                                                                                                Plan
                                                                                                                                                                                                                may
                                                                                                                                                                                                                consist
                                                                                                                                                                                                                in
                                                                                                                                                                                                                whole
                                                                                                                                                                                                                or
                                                                                                                                                                                                                in
                                                                                                                                                                                                                part
                                                                                                                                                                                                                of
                                                                                                                                                                                                                authorized
                                                                                                                                                                                                                but
                                                                                                                                                                                                                unissued
                                                                                                                                                                                                                shares
                                                                                                                                                                                                                or
                                                                                                                                                                                                                treasury
                                                                                                                                                                                                                shares.



 









    	 



    	 



    

 


		b.	Per-Participant
                                                                                                                                                                                                                Limit.
                                                                                                                                                                                                                Subject
                                                                                                                                                                                                                to
                                                                                                                                                                                                                adjustment
                                                                                                                                                                                                                under
                                                                                                                                                                                                                Section
                                                                                                                                                                                                                3(c),
                                                                                                                                                                                                                no
                                                                                                                                                                                                                Participant
                                                                                                                                                                                                                may
                                                                                                                                                                                                                be
                                                                                                                                                                                                                granted
                                                                                                                                                                                                                Awards
                                                                                                                                                                                                                during
                                                                                                                                                                                                                any
                                                                                                                                                                                                                one
                                                                                                                                                                                                                fiscal
                                                                                                                                                                                                                year
                                                                                                                                                                                                                to
                                                                                                                                                                                                                purchase
                                                                                                                                                                                                                more
                                                                                                                                                                                                                than
                                                                                                                                                                                                                25%
                                                                                                                                                                                                                of
                                                                                                                                                                                                                the
                                                                                                                                                                                                                number
                                                                                                                                                                                                                of
                                                                                                                                                                                                                shares
                                                                                                                                                                                                                specified
                                                                                                                                                                                                                in
                                                                                                                                                                                                                Section
                                                                                                                                                                                                                3(a).
	 	 	 
		c.	Adjustment
                                                                                                                                                                                                                to
                                                                                                                                                                                                                Common
                                                                                                                                                                                                                Stock.
                                                                                                                                                                                                                In
                                                                                                                                                                                                                the
                                                                                                                                                                                                                event
                                                                                                                                                                                                                of
                                                                                                                                                                                                                any
                                                                                                                                                                                                                stock
                                                                                                                                                                                                                split,
                                                                                                                                                                                                                stock
                                                                                                                                                                                                                dividend,
                                                                                                                                                                                                                extraordinary
                                                                                                                                                                                                                cash
                                                                                                                                                                                                                dividend,
                                                                                                                                                                                                                recapitalization,
                                                                                                                                                                                                                reorganization,
                                                                                                                                                                                                                merger,
                                                                                                                                                                                                                consolidation,
                                                                                                                                                                                                                combination,
                                                                                                                                                                                                                exchange
                                                                                                                                                                                                                of
                                                                                                                                                                                                                shares,
                                                                                                                                                                                                                liquidation,
                                                                                                                                                                                                                spin-off,
                                                                                                                                                                                                                split-
                                                                                                                                                                                                                up,
                                                                                                                                                                                                                or
                                                                                                                                                                                                                other
                                                                                                                                                                                                                similar
                                                                                                                                                                                                                change
                                                                                                                                                                                                                in
                                                                                                                                                                                                                capitalization
                                                                                                                                                                                                                or
                                                                                                                                                                                                                event,
                                                                                                                                                                                                                (i)
                                                                                                                                                                                                                the
                                                                                                                                                                                                                number
                                                                                                                                                                                                                and
                                                                                                                                                                                                                class
                                                                                                                                                                                                                of
                                                                                                                                                                                                                securities
                                                                                                                                                                                                                available
                                                                                                                                                                                                                for
                                                                                                                                                                                                                Awards
                                                                                                                                                                                                                under
                                                                                                                                                                                                                the
                                                                                                                                                                                                                Plan
                                                                                                                                                                                                                and
                                                                                                                                                                                                                the
                                                                                                                                                                                                                per-Participant
                                                                                                                                                                                                                share
                                                                                                                                                                                                                limit,
                                                                                                                                                                                                                (ii)
                                                                                                                                                                                                                the
                                                                                                                                                                                                                number
                                                                                                                                                                                                                and
                                                                                                                                                                                                                class
                                                                                                                                                                                                                of
                                                                                                                                                                                                                securities,
                                                                                                                                                                                                                vesting
                                                                                                                                                                                                                schedule
                                                                                                                                                                                                                and
                                                                                                                                                                                                                exercise
                                                                                                                                                                                                                price
                                                                                                                                                                                                                per
                                                                                                                                                                                                                share
                                                                                                                                                                                                                subject
                                                                                                                                                                                                                to
                                                                                                                                                                                                                each
                                                                                                                                                                                                                outstanding
                                                                                                                                                                                                                Option,
                                                                                                                                                                                                                (iii)
                                                                                                                                                                                                                the
                                                                                                                                                                                                                repurchase
                                                                                                                                                                                                                price
                                                                                                                                                                                                                per
                                                                                                                                                                                                                security
                                                                                                                                                                                                                subject
                                                                                                                                                                                                                to
                                                                                                                                                                                                                repurchase,
                                                                                                                                                                                                                and
                                                                                                                                                                                                                (iv)
                                                                                                                                                                                                                the
                                                                                                                                                                                                                terms
                                                                                                                                                                                                                of
                                                                                                                                                                                                                each
                                                                                                                                                                                                                other
                                                                                                                                                                                                                outstanding
                                                                                                                                                                                                                stock-based
                                                                                                                                                                                                                Award
                                                                                                                                                                                                                shall
                                                                                                                                                                                                                be
                                                                                                                                                                                                                adjusted
                                                                                                                                                                                                                by
                                                                                                                                                                                                                the
                                                                                                                                                                                                                Company
                                                                                                                                                                                                                (or
                                                                                                                                                                                                                substituted
                                                                                                                                                                                                                Awards
                                                                                                                                                                                                                may
                                                                                                                                                                                                                be
                                                                                                                                                                                                                made)
                                                                                                                                                                                                                to
                                                                                                                                                                                                                the
                                                                                                                                                                                                                extent
                                                                                                                                                                                                                the
                                                                                                                                                                                                                Board
                                                                                                                                                                                                                shall
                                                                                                                                                                                                                determine,
                                                                                                                                                                                                                in
                                                                                                                                                                                                                good
                                                                                                                                                                                                                faith,
                                                                                                                                                                                                                that
                                                                                                                                                                                                                such
                                                                                                                                                                                                                an
                                                                                                                                                                                                                adjustment
                                                                                                                                                                                                                (or
                                                                                                                                                                                                                substitution)
                                                                                                                                                                                                                is
                                                                                                                                                                                                                appropriate.
                                                                                                                                                                                                                If
                                                                                                                                                                                                                Section
                                                                                                                                                                                                                7(e)(i)
                                                                                                                                                                                                                applies
                                                                                                                                                                                                                for
                                                                                                                                                                                                                any
                                                                                                                                                                                                                event,
                                                                                                                                                                                                                this
                                                                                                                                                                                                                Section
                                                                                                                                                                                                                3(c)
                                                                                                                                                                                                                shall
                                                                                                                                                                                                                not
                                                                                                                                                                                                                be
                                                                                                                                                                                                                applicable.



 


		4.	Stock
                                                                                                                                                                                                             Options



 


		a.	General.
                                                                                                                                                                                                                  The
                                                                                                                                                                                                                  Board
                                                                                                                                                                                                                  may
                                                                                                                                                                                                                  grant
                                                                                                                                                                                                                  options
                                                                                                                                                                                                                  to
                                                                                                                                                                                                                  purchase
                                                                                                                                                                                                                  Common
                                                                                                                                                                                                                  Stock
                                                                                                                                                                                                                  (each,
                                                                                                                                                                                                                  an
                                                                                                                                                                                                                  "Option")
                                                                                                                                                                                                                  and
                                                                                                                                                                                                                  determine
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  number
                                                                                                                                                                                                                  of
                                                                                                                                                                                                                  shares
                                                                                                                                                                                                                  of
                                                                                                                                                                                                                  Common
                                                                                                                                                                                                                  Stock
                                                                                                                                                                                                                  to
                                                                                                                                                                                                                  be
                                                                                                                                                                                                                  covered
                                                                                                                                                                                                                  by
                                                                                                                                                                                                                  each
                                                                                                                                                                                                                  Option,
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  exercise
                                                                                                                                                                                                                  price
                                                                                                                                                                                                                  of
                                                                                                                                                                                                                  each
                                                                                                                                                                                                                  Option
                                                                                                                                                                                                                  and
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  conditions
                                                                                                                                                                                                                  and
                                                                                                                                                                                                                  limitations
                                                                                                                                                                                                                  applicable
                                                                                                                                                                                                                  to
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  exercise
                                                                                                                                                                                                                  of
                                                                                                                                                                                                                  each
                                                                                                                                                                                                                  Option
                                                                                                                                                                                                                  and
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  Common
                                                                                                                                                                                                                  Stock
                                                                                                                                                                                                                  issued
                                                                                                                                                                                                                  upon
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  exercise
                                                                                                                                                                                                                  of
                                                                                                                                                                                                                  each
                                                                                                                                                                                                                  Option,
                                                                                                                                                                                                                  including
                                                                                                                                                                                                                  vesting
                                                                                                                                                                                                                  provisions,
                                                                                                                                                                                                                  repurchase
                                                                                                                                                                                                                  provisions
                                                                                                                                                                                                                  and
                                                                                                                                                                                                                  restrictions
                                                                                                                                                                                                                  relating
                                                                                                                                                                                                                  to
                                                                                                                                                                                                                  applicable
                                                                                                                                                                                                                  federal
                                                                                                                                                                                                                  or
                                                                                                                                                                                                                  state
                                                                                                                                                                                                                  securities
                                                                                                                                                                                                                  laws,
                                                                                                                                                                                                                  as
                                                                                                                                                                                                                  it
                                                                                                                                                                                                                  considers
                                                                                                                                                                                                                  advisable.
	 	 	 
		b.	Incentive
                                                                                                                                                                                                                  Stock
                                                                                                                                                                                                                  Options.
                                                                                                                                                                                                                  An
                                                                                                                                                                                                                  Option
                                                                                                                                                                                                                  that
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  Board
                                                                                                                                                                                                                  intends
                                                                                                                                                                                                                  to
                                                                                                                                                                                                                  be
                                                                                                                                                                                                                  an
                                                                                                                                                                                                                  "incentive
                                                                                                                                                                                                                  stock
                                                                                                                                                                                                                  option"
                                                                                                                                                                                                                  as
                                                                                                                                                                                                                  defined
                                                                                                                                                                                                                  in
                                                                                                                                                                                                                  Section
                                                                                                                                                                                                                  422
                                                                                                                                                                                                                  of
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  Code
                                                                                                                                                                                                                  (an
                                                                                                                                                                                                                  "Incentive
                                                                                                                                                                                                                  Stock
                                                                                                                                                                                                                  Option")
                                                                                                                                                                                                                  shall
                                                                                                                                                                                                                  be
                                                                                                                                                                                                                  granted
                                                                                                                                                                                                                  only
                                                                                                                                                                                                                  to
                                                                                                                                                                                                                  employees
                                                                                                                                                                                                                  of
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  Company
                                                                                                                                                                                                                  and
                                                                                                                                                                                                                  shall
                                                                                                                                                                                                                  be
                                                                                                                                                                                                                  subject
                                                                                                                                                                                                                  to
                                                                                                                                                                                                                  and
                                                                                                                                                                                                                  shall
                                                                                                                                                                                                                  be
                                                                                                                                                                                                                  construed
                                                                                                                                                                                                                  consistently
                                                                                                                                                                                                                  with
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  requirements
                                                                                                                                                                                                                  of
                                                                                                                                                                                                                  Section
                                                                                                                                                                                                                  422
                                                                                                                                                                                                                  of
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  Code.
                                                                                                                                                                                                                  The
                                                                                                                                                                                                                  Board
                                                                                                                                                                                                                  and
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  Company
                                                                                                                                                                                                                  shall
                                                                                                                                                                                                                  have
                                                                                                                                                                                                                  no
                                                                                                                                                                                                                  liability
                                                                                                                                                                                                                  if
                                                                                                                                                                                                                  an
                                                                                                                                                                                                                  Option
                                                                                                                                                                                                                  or
                                                                                                                                                                                                                  any
                                                                                                                                                                                                                  part
                                                                                                                                                                                                                  thereof
                                                                                                                                                                                                                  that
                                                                                                                                                                                                                  is
                                                                                                                                                                                                                  intended
                                                                                                                                                                                                                  to
                                                                                                                                                                                                                  be
                                                                                                                                                                                                                  an
                                                                                                                                                                                                                  Incentive
                                                                                                                                                                                                                  Stock
                                                                                                                                                                                                                  Option
                                                                                                                                                                                                                  does
                                                                                                                                                                                                                  not
                                                                                                                                                                                                                  qualify
                                                                                                                                                                                                                  as
                                                                                                                                                                                                                  such.
                                                                                                                                                                                                                  An
                                                                                                                                                                                                                  Option
                                                                                                                                                                                                                  or
                                                                                                                                                                                                                  any
                                                                                                                                                                                                                  part
                                                                                                                                                                                                                  thereof
                                                                                                                                                                                                                  that
                                                                                                                                                                                                                  does
                                                                                                                                                                                                                  not
                                                                                                                                                                                                                  qualify
                                                                                                                                                                                                                  as
                                                                                                                                                                                                                  an
                                                                                                                                                                                                                  Incentive
                                                                                                                                                                                                                  Stock
                                                                                                                                                                                                                  Option
                                                                                                                                                                                                                  is
                                                                                                                                                                                                                  referred
                                                                                                                                                                                                                  to
                                                                                                                                                                                                                  herein
                                                                                                                                                                                                                  as
                                                                                                                                                                                                                  a
                                                                                                                                                                                                                  "Nonstatutory
                                                                                                                                                                                                                  Stock
                                                                                                                                                                                                                  Option."
	 	 	 
		c.	Exercise
                                                                                                                                                                                                                  Price.
                                                                                                                                                                                                                  The
                                                                                                                                                                                                                  Board
                                                                                                                                                                                                                  shall
                                                                                                                                                                                                                  establish
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  exercise
                                                                                                                                                                                                                  price
                                                                                                                                                                                                                  (or
                                                                                                                                                                                                                  determine
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  method
                                                                                                                                                                                                                  by
                                                                                                                                                                                                                  which
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  exercise
                                                                                                                                                                                                                  price
                                                                                                                                                                                                                  shall
                                                                                                                                                                                                                  be
                                                                                                                                                                                                                  determined)
                                                                                                                                                                                                                  at
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  time
                                                                                                                                                                                                                  each
                                                                                                                                                                                                                  Option
                                                                                                                                                                                                                  is
                                                                                                                                                                                                                  granted
                                                                                                                                                                                                                  and
                                                                                                                                                                                                                  specify
                                                                                                                                                                                                                  it
                                                                                                                                                                                                                  in
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  applicable
                                                                                                                                                                                                                  option
                                                                                                                                                                                                                  agreement,
                                                                                                                                                                                                                  and
	 	 	 
		d.	Duration
                                                                                                                                                                                                                  of
                                                                                                                                                                                                                  Options.
                                                                                                                                                                                                                  Each
                                                                                                                                                                                                                  Option
                                                                                                                                                                                                                  shall
                                                                                                                                                                                                                  be
                                                                                                                                                                                                                  exercisable
                                                                                                                                                                                                                  at
                                                                                                                                                                                                                  such
                                                                                                                                                                                                                  times
                                                                                                                                                                                                                  subject
                                                                                                                                                                                                                  to
                                                                                                                                                                                                                  such
                                                                                                                                                                                                                  terms
                                                                                                                                                                                                                  and
                                                                                                                                                                                                                  conditions
                                                                                                                                                                                                                  as
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  Board
                                                                                                                                                                                                                  may
                                                                                                                                                                                                                  specify
                                                                                                                                                                                                                  in
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  applicable
                                                                                                                                                                                                                  option
                                                                                                                                                                                                                  agreement.
	 	 	 
		e.	Exercise
                                                                                                                                                                                                                  of
                                                                                                                                                                                                                  Option.
                                                                                                                                                                                                                  Options
                                                                                                                                                                                                                  may
                                                                                                                                                                                                                  be
                                                                                                                                                                                                                  exercised
                                                                                                                                                                                                                  only
                                                                                                                                                                                                                  by
                                                                                                                                                                                                                  delivery
                                                                                                                                                                                                                  to
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  Company
                                                                                                                                                                                                                  of
                                                                                                                                                                                                                  a
                                                                                                                                                                                                                  written
                                                                                                                                                                                                                  notice
                                                                                                                                                                                                                  of
                                                                                                                                                                                                                  exercise
                                                                                                                                                                                                                  signed
                                                                                                                                                                                                                  by
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  proper
                                                                                                                                                                                                                  person
                                                                                                                                                                                                                  together
                                                                                                                                                                                                                  with
                                                                                                                                                                                                                  payment
                                                                                                                                                                                                                  in
                                                                                                                                                                                                                  full
                                                                                                                                                                                                                  as
                                                                                                                                                                                                                  specified
                                                                                                                                                                                                                  in
                                                                                                                                                                                                                  Section
                                                                                                                                                                                                                  4(f)
                                                                                                                                                                                                                  for
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  number
                                                                                                                                                                                                                  of
                                                                                                                                                                                                                  shares
                                                                                                                                                                                                                  for
                                                                                                                                                                                                                  which
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  Option
                                                                                                                                                                                                                  is
                                                                                                                                                                                                                  exercised.
	 	 	 
		f.	Payment
                                                                                                                                                                                                                  upon
                                                                                                                                                                                                                  Exercise.
                                                                                                                                                                                                                  Common
                                                                                                                                                                                                                  Stock
                                                                                                                                                                                                                  purchased
                                                                                                                                                                                                                  upon
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  exercise
                                                                                                                                                                                                                  of
                                                                                                                                                                                                                  an
                                                                                                                                                                                                                  Option
                                                                                                                                                                                                                  shall
                                                                                                                                                                                                                  be
                                                                                                                                                                                                                  paid
                                                                                                                                                                                                                  for
                                                                                                                                                                                                                  by
                                                                                                                                                                                                                  one
                                                                                                                                                                                                                  or
                                                                                                                                                                                                                  any
                                                                                                                                                                                                                  combination
                                                                                                                                                                                                                  of
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  following
                                                                                                                                                                                                                  forms
                                                                                                                                                                                                                  of
                                                                                                                                                                                                                  payment:



 


		i.	by
                                                                                                                                                                                                                check
                                                                                                                                                                                                                payable
                                                                                                                                                                                                                to
                                                                                                                                                                                                                the
                                                                                                                                                                                                                order
                                                                                                                                                                                                                of
                                                                                                                                                                                                                the
                                                                                                                                                                                                                Company;
	 	 	 
		ii.	except
                                                                                                                                                                                                                 as
                                                                                                                                                                                                                 otherwise
                                                                                                                                                                                                                 explicitly
                                                                                                                                                                                                                 provided
                                                                                                                                                                                                                 in
                                                                                                                                                                                                                 the
                                                                                                                                                                                                                 applicable
                                                                                                                                                                                                                 option
                                                                                                                                                                                                                 agreement,
                                                                                                                                                                                                                 and
                                                                                                                                                                                                                 only
                                                                                                                                                                                                                 if
                                                                                                                                                                                                                 the
                                                                                                                                                                                                                 Common
                                                                                                                                                                                                                 Stock
                                                                                                                                                                                                                 is
                                                                                                                                                                                                                 then
                                                                                                                                                                                                                 publicly
                                                                                                                                                                                                                 traded,
                                                                                                                                                                                                                 delivery
                                                                                                                                                                                                                 of
                                                                                                                                                                                                                 an
                                                                                                                                                                                                                 irrevocable
                                                                                                                                                                                                                 and
                                                                                                                                                                                                                 unconditional
                                                                                                                                                                                                                 undertaking
                                                                                                                                                                                                                 by
                                                                                                                                                                                                                 a
                                                                                                                                                                                                                 creditworthy
                                                                                                                                                                                                                 broker
                                                                                                                                                                                                                 to
                                                                                                                                                                                                                 deliver
                                                                                                                                                                                                                 promptly
                                                                                                                                                                                                                 to
                                                                                                                                                                                                                 the
                                                                                                                                                                                                                 Company
                                                                                                                                                                                                                 sufficient
                                                                                                                                                                                                                 funds
                                                                                                                                                                                                                 to
                                                                                                                                                                                                                 pay
                                                                                                                                                                                                                 the
                                                                                                                                                                                                                 exercise
                                                                                                                                                                                                                 price,
                                                                                                                                                                                                                 or
                                                                                                                                                                                                                 delivery
                                                                                                                                                                                                                 by
                                                                                                                                                                                                                 the
                                                                                                                                                                                                                 Participant
                                                                                                                                                                                                                 to
                                                                                                                                                                                                                 the
                                                                                                                                                                                                                 Company
                                                                                                                                                                                                                 of
                                                                                                                                                                                                                 a
                                                                                                                                                                                                                 copy
                                                                                                                                                                                                                 of
                                                                                                                                                                                                                 irrevocable
                                                                                                                                                                                                                 and
                                                                                                                                                                                                                 unconditional
                                                                                                                                                                                                                 instructions
                                                                                                                                                                                                                 to
                                                                                                                                                                                                                 a
                                                                                                                                                                                                                 creditworthy
                                                                                                                                                                                                                 broker
                                                                                                                                                                                                                 to
                                                                                                                                                                                                                 deliver
                                                                                                                                                                                                                 promptly
                                                                                                                                                                                                                 to
                                                                                                                                                                                                                 the
                                                                                                                                                                                                                 Company
                                                                                                                                                                                                                 cash
                                                                                                                                                                                                                 or
                                                                                                                                                                                                                 a
                                                                                                                                                                                                                 check
                                                                                                                                                                                                                 sufficient
                                                                                                                                                                                                                 to
                                                                                                                                                                                                                 pay
                                                                                                                                                                                                                 the
                                                                                                                                                                                                                 exercise
                                                                                                                                                                                                                 price,
                                                                                                                                                                                                                 plus
                                                                                                                                                                                                                 in
                                                                                                                                                                                                                 each
                                                                                                                                                                                                                 case
                                                                                                                                                                                                                 any
                                                                                                                                                                                                                 required
                                                                                                                                                                                                                 tax
                                                                                                                                                                                                                 withholding;
                                                                                                                                                                                                                 or
	 	 	 
		iii.	to
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  extent
                                                                                                                                                                                                                  explicitly
                                                                                                                                                                                                                  provided
                                                                                                                                                                                                                  in
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  applicable
                                                                                                                                                                                                                  option
                                                                                                                                                                                                                  agreement,
                                                                                                                                                                                                                  by
                                                                                                                                                                                                                  (x)
                                                                                                                                                                                                                  delivery
                                                                                                                                                                                                                  of
                                                                                                                                                                                                                  shares
                                                                                                                                                                                                                  of
                                                                                                                                                                                                                  Common
                                                                                                                                                                                                                  Stock
                                                                                                                                                                                                                  owned
                                                                                                                                                                                                                  by
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  Participant
                                                                                                                                                                                                                  valued
                                                                                                                                                                                                                  at
                                                                                                                                                                                                                  fair
                                                                                                                                                                                                                  market
                                                                                                                                                                                                                  value
                                                                                                                                                                                                                  (as
                                                                                                                                                                                                                  determined
                                                                                                                                                                                                                  by
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  Board
                                                                                                                                                                                                                  or
                                                                                                                                                                                                                  as
                                                                                                                                                                                                                  determined
                                                                                                                                                                                                                  pursuant
                                                                                                                                                                                                                  to
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  applicable
                                                                                                                                                                                                                  option
                                                                                                                                                                                                                  agreement),
                                                                                                                                                                                                                  (y)
                                                                                                                                                                                                                  delivery
                                                                                                                                                                                                                  of
                                                                                                                                                                                                                  a
                                                                                                                                                                                                                  promissory
                                                                                                                                                                                                                  note
                                                                                                                                                                                                                  of
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  Participant
                                                                                                                                                                                                                  to
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  Company
                                                                                                                                                                                                                  (and
                                                                                                                                                                                                                  delivery
                                                                                                                                                                                                                  to
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  Company
                                                                                                                                                                                                                  by
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  Participant
                                                                                                                                                                                                                  of
                                                                                                                                                                                                                  a
                                                                                                                                                                                                                  check
                                                                                                                                                                                                                  in
                                                                                                                                                                                                                  an
                                                                                                                                                                                                                  amount
                                                                                                                                                                                                                  equal
                                                                                                                                                                                                                  to
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  par
                                                                                                                                                                                                                  value
                                                                                                                                                                                                                  of
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  shares
                                                                                                                                                                                                                  purchased),
                                                                                                                                                                                                                  or
                                                                                                                                                                                                                  (z)
                                                                                                                                                                                                                  payment
                                                                                                                                                                                                                  of
                                                                                                                                                                                                                  such
                                                                                                                                                                                                                  other
                                                                                                                                                                                                                  lawful
                                                                                                                                                                                                                  consideration
                                                                                                                                                                                                                  as
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  Board
                                                                                                                                                                                                                  may
                                                                                                                                                                                                                  determine.



 









    	- 2 -



    	 



    

 


		g.	Repricing.
                                                                                                                                                                                                                The
                                                                                                                                                                                                                Board
                                                                                                                                                                                                                may,
                                                                                                                                                                                                                without
                                                                                                                                                                                                                stockholder
                                                                                                                                                                                                                approval,
                                                                                                                                                                                                                amend
                                                                                                                                                                                                                any
                                                                                                                                                                                                                outstanding
                                                                                                                                                                                                                Option
                                                                                                                                                                                                                granted
                                                                                                                                                                                                                under
                                                                                                                                                                                                                the
                                                                                                                                                                                                                Plan
                                                                                                                                                                                                                to
                                                                                                                                                                                                                provide
                                                                                                                                                                                                                an
                                                                                                                                                                                                                exercise
                                                                                                                                                                                                                price
                                                                                                                                                                                                                per
                                                                                                                                                                                                                share
                                                                                                                                                                                                                that
                                                                                                                                                                                                                is
                                                                                                                                                                                                                lower
                                                                                                                                                                                                                than
                                                                                                                                                                                                                the
                                                                                                                                                                                                                then-current
                                                                                                                                                                                                                exercise
                                                                                                                                                                                                                price
                                                                                                                                                                                                                per
                                                                                                                                                                                                                share
                                                                                                                                                                                                                of
                                                                                                                                                                                                                such
                                                                                                                                                                                                                outstanding
                                                                                                                                                                                                                Option.
                                                                                                                                                                                                                The
                                                                                                                                                                                                                Board
                                                                                                                                                                                                                may
                                                                                                                                                                                                                also,
                                                                                                                                                                                                                without
                                                                                                                                                                                                                stockholder
                                                                                                                                                                                                                approval,
                                                                                                                                                                                                                cancel
                                                                                                                                                                                                                any
                                                                                                                                                                                                                outstanding
                                                                                                                                                                                                                Option
                                                                                                                                                                                                                and
                                                                                                                                                                                                                grant
                                                                                                                                                                                                                in
                                                                                                                                                                                                                substitution
                                                                                                                                                                                                                therefor
                                                                                                                                                                                                                new
                                                                                                                                                                                                                Options
                                                                                                                                                                                                                covering
                                                                                                                                                                                                                the
                                                                                                                                                                                                                same
                                                                                                                                                                                                                or
                                                                                                                                                                                                                a
                                                                                                                                                                                                                different
                                                                                                                                                                                                                number
                                                                                                                                                                                                                of
                                                                                                                                                                                                                shares
                                                                                                                                                                                                                of
                                                                                                                                                                                                                Common
                                                                                                                                                                                                                Stock
                                                                                                                                                                                                                and
                                                                                                                                                                                                                having
                                                                                                                                                                                                                an
                                                                                                                                                                                                                exercise
                                                                                                                                                                                                                price
                                                                                                                                                                                                                per
                                                                                                                                                                                                                share
                                                                                                                                                                                                                lower
                                                                                                                                                                                                                than
                                                                                                                                                                                                                the
                                                                                                                                                                                                                then-current
                                                                                                                                                                                                                exercise
                                                                                                                                                                                                                price
                                                                                                                                                                                                                per
                                                                                                                                                                                                                share
                                                                                                                                                                                                                of
                                                                                                                                                                                                                the
                                                                                                                                                                                                                cancelled
                                                                                                                                                                                                                Option.



 


		5.	Restricted
                                                                                                                                                                                                             Stock



 


		a.	Grants.
                                                                                                                                                                                                                The
                                                                                                                                                                                                                Board
                                                                                                                                                                                                                may
                                                                                                                                                                                                                grant
                                                                                                                                                                                                                Awards
                                                                                                                                                                                                                entitling
                                                                                                                                                                                                                recipients
                                                                                                                                                                                                                to
                                                                                                                                                                                                                acquire
                                                                                                                                                                                                                shares
                                                                                                                                                                                                                of
                                                                                                                                                                                                                Common
                                                                                                                                                                                                                Stock,
                                                                                                                                                                                                                subject
                                                                                                                                                                                                                to
                                                                                                                                                                                                                (i)
                                                                                                                                                                                                                delivery
                                                                                                                                                                                                                to
                                                                                                                                                                                                                the
                                                                                                                                                                                                                Company
                                                                                                                                                                                                                by
                                                                                                                                                                                                                the
                                                                                                                                                                                                                Participant
                                                                                                                                                                                                                of
                                                                                                                                                                                                                cash
                                                                                                                                                                                                                or
                                                                                                                                                                                                                other
                                                                                                                                                                                                                lawful
                                                                                                                                                                                                                consideration
                                                                                                                                                                                                                in
                                                                                                                                                                                                                an
                                                                                                                                                                                                                amount
                                                                                                                                                                                                                at
                                                                                                                                                                                                                least
                                                                                                                                                                                                                equal
                                                                                                                                                                                                                to
                                                                                                                                                                                                                the
                                                                                                                                                                                                                par
                                                                                                                                                                                                                value
                                                                                                                                                                                                                of
                                                                                                                                                                                                                the
                                                                                                                                                                                                                shares
                                                                                                                                                                                                                purchased,
                                                                                                                                                                                                                and
                                                                                                                                                                                                                (ii)
                                                                                                                                                                                                                the
                                                                                                                                                                                                                right
                                                                                                                                                                                                                of
                                                                                                                                                                                                                the
                                                                                                                                                                                                                Company
                                                                                                                                                                                                                to
                                                                                                                                                                                                                repurchase
                                                                                                                                                                                                                all
                                                                                                                                                                                                                or
                                                                                                                                                                                                                part
                                                                                                                                                                                                                of
                                                                                                                                                                                                                such
                                                                                                                                                                                                                shares
                                                                                                                                                                                                                at
                                                                                                                                                                                                                their
                                                                                                                                                                                                                issue
                                                                                                                                                                                                                price
                                                                                                                                                                                                                or
                                                                                                                                                                                                                other
                                                                                                                                                                                                                stated
                                                                                                                                                                                                                or
                                                                                                                                                                                                                formula
                                                                                                                                                                                                                price
                                                                                                                                                                                                                from
                                                                                                                                                                                                                the
                                                                                                                                                                                                                Participant
                                                                                                                                                                                                                in
                                                                                                                                                                                                                the
                                                                                                                                                                                                                event
                                                                                                                                                                                                                that
                                                                                                                                                                                                                conditions
                                                                                                                                                                                                                specified
                                                                                                                                                                                                                by
                                                                                                                                                                                                                the
                                                                                                                                                                                                                Board
                                                                                                                                                                                                                in
                                                                                                                                                                                                                the
                                                                                                                                                                                                                applicable
                                                                                                                                                                                                                Award
                                                                                                                                                                                                                are
                                                                                                                                                                                                                not
                                                                                                                                                                                                                satisfied
                                                                                                                                                                                                                prior
                                                                                                                                                                                                                to
                                                                                                                                                                                                                the
                                                                                                                                                                                                                end
                                                                                                                                                                                                                of
                                                                                                                                                                                                                the
                                                                                                                                                                                                                applicable
                                                                                                                                                                                                                restriction
                                                                                                                                                                                                                period
                                                                                                                                                                                                                or
                                                                                                                                                                                                                periods
                                                                                                                                                                                                                established
                                                                                                                                                                                                                by
                                                                                                                                                                                                                the
                                                                                                                                                                                                                Board
                                                                                                                                                                                                                for
                                                                                                                                                                                                                such
                                                                                                                                                                                                                Award
                                                                                                                                                                                                                (each,
                                                                                                                                                                                                                a
                                                                                                                                                                                                                "Restricted
                                                                                                                                                                                                                Stock
                                                                                                                                                                                                                Award").
	 	 	 
		b.	Terms
                                                                                                                                                                                                                and
                                                                                                                                                                                                                Conditions.
                                                                                                                                                                                                                The
                                                                                                                                                                                                                Board
                                                                                                                                                                                                                shall
                                                                                                                                                                                                                determine
                                                                                                                                                                                                                the
                                                                                                                                                                                                                terms
                                                                                                                                                                                                                and
                                                                                                                                                                                                                conditions
                                                                                                                                                                                                                of
                                                                                                                                                                                                                any
                                                                                                                                                                                                                such
                                                                                                                                                                                                                Restricted
                                                                                                                                                                                                                Stock
                                                                                                                                                                                                                Award.
                                                                                                                                                                                                                Any
                                                                                                                                                                                                                stock
                                                                                                                                                                                                                certificates
                                                                                                                                                                                                                issued
                                                                                                                                                                                                                in
                                                                                                                                                                                                                respect
                                                                                                                                                                                                                of
                                                                                                                                                                                                                a
                                                                                                                                                                                                                Restricted
                                                                                                                                                                                                                Stock
                                                                                                                                                                                                                Award
                                                                                                                                                                                                                shall
                                                                                                                                                                                                                be
                                                                                                                                                                                                                registered
                                                                                                                                                                                                                in
                                                                                                                                                                                                                the
                                                                                                                                                                                                                name
                                                                                                                                                                                                                of
                                                                                                                                                                                                                the
                                                                                                                                                                                                                Participant
                                                                                                                                                                                                                and,
                                                                                                                                                                                                                unless
                                                                                                                                                                                                                otherwise
                                                                                                                                                                                                                determined
                                                                                                                                                                                                                by
                                                                                                                                                                                                                the
                                                                                                                                                                                                                Board,
                                                                                                                                                                                                                deposited
                                                                                                                                                                                                                by
                                                                                                                                                                                                                the
                                                                                                                                                                                                                Participant,
                                                                                                                                                                                                                together
                                                                                                                                                                                                                with
                                                                                                                                                                                                                a
                                                                                                                                                                                                                stock
                                                                                                                                                                                                                power
                                                                                                                                                                                                                endorsed
                                                                                                                                                                                                                in
                                                                                                                                                                                                                blank,
                                                                                                                                                                                                                with
                                                                                                                                                                                                                the
                                                                                                                                                                                                                Company
                                                                                                                                                                                                                (or
                                                                                                                                                                                                                its
                                                                                                                                                                                                                designee).
                                                                                                                                                                                                                After
                                                                                                                                                                                                                the
                                                                                                                                                                                                                expiration
                                                                                                                                                                                                                of
                                                                                                                                                                                                                the
                                                                                                                                                                                                                applicable
                                                                                                                                                                                                                restriction
                                                                                                                                                                                                                periods,
                                                                                                                                                                                                                the
                                                                                                                                                                                                                Company
                                                                                                                                                                                                                (or
                                                                                                                                                                                                                such
                                                                                                                                                                                                                designee)
                                                                                                                                                                                                                shall
                                                                                                                                                                                                                deliver
                                                                                                                                                                                                                the
                                                                                                                                                                                                                certificates
                                                                                                                                                                                                                no
                                                                                                                                                                                                                longer
                                                                                                                                                                                                                subject
                                                                                                                                                                                                                to
                                                                                                                                                                                                                such
                                                                                                                                                                                                                restrictions
                                                                                                                                                                                                                to
                                                                                                                                                                                                                the
                                                                                                                                                                                                                Participant
                                                                                                                                                                                                                or,
                                                                                                                                                                                                                if
                                                                                                                                                                                                                the
                                                                                                                                                                                                                Participant
                                                                                                                                                                                                                has
                                                                                                                                                                                                                died,
                                                                                                                                                                                                                to
                                                                                                                                                                                                                the
                                                                                                                                                                                                                beneficiary
                                                                                                                                                                                                                designated
                                                                                                                                                                                                                by
                                                                                                                                                                                                                a
                                                                                                                                                                                                                Participant,
                                                                                                                                                                                                                in
                                                                                                                                                                                                                a
                                                                                                                                                                                                                manner
                                                                                                                                                                                                                determined
                                                                                                                                                                                                                by
                                                                                                                                                                                                                the
                                                                                                                                                                                                                Board,
                                                                                                                                                                                                                to
                                                                                                                                                                                                                receive
                                                                                                                                                                                                                amounts
                                                                                                                                                                                                                due
                                                                                                                                                                                                                or
                                                                                                                                                                                                                exercise
                                                                                                                                                                                                                rights
                                                                                                                                                                                                                of
                                                                                                                                                                                                                the
                                                                                                                                                                                                                Participant
                                                                                                                                                                                                                in
                                                                                                                                                                                                                the
                                                                                                                                                                                                                event
                                                                                                                                                                                                                of
                                                                                                                                                                                                                the
                                                                                                                                                                                                                Participant's
                                                                                                                                                                                                                death
                                                                                                                                                                                                                (the
                                                                                                                                                                                                                "Designated
                                                                                                                                                                                                                Beneficiary").
                                                                                                                                                                                                                In
                                                                                                                                                                                                                the
                                                                                                                                                                                                                absence
                                                                                                                                                                                                                of
                                                                                                                                                                                                                an
                                                                                                                                                                                                                effective
                                                                                                                                                                                                                designation
                                                                                                                                                                                                                by
                                                                                                                                                                                                                a
                                                                                                                                                                                                                Participant,
                                                                                                                                                                                                                Designated
                                                                                                                                                                                                                Beneficiary
                                                                                                                                                                                                                shall
                                                                                                                                                                                                                mean
                                                                                                                                                                                                                the
                                                                                                                                                                                                                Participant's
                                                                                                                                                                                                                estate.



 


		6.	Other
                                                                                                                                                                                                           Stock-Based
                                                                                                                                                                                                           Awards



 


The
Board shall have
the right to
grant other Awards
based upon the Common Stock
or the trading
price thereof and
having such terms
and conditions as the Board
may determine, including,
without limitation, the
grant of shares
based upon certain conditions,
the grant of
securities convertible into
Common Stock and the grant
of stock appreciation
rights, phantom stock
awards or stock units.


 


		7.	General
                                                                                                                                                                                                           Provisions
                                                                                                                                                                                                           Applicable
                                                                                                                                                                                                           to
                                                                                                                                                                                                           Awards



 


		a.	Transferability
                                                                                                                                                                                                                  of
                                                                                                                                                                                                                  Awards.
                                                                                                                                                                                                                  Except
                                                                                                                                                                                                                  as
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  Board
                                                                                                                                                                                                                  may
                                                                                                                                                                                                                  otherwise
                                                                                                                                                                                                                  determine
                                                                                                                                                                                                                  or
                                                                                                                                                                                                                  provide
                                                                                                                                                                                                                  in
                                                                                                                                                                                                                  an
                                                                                                                                                                                                                  Award,
                                                                                                                                                                                                                  Awards
                                                                                                                                                                                                                  shall
                                                                                                                                                                                                                  not
                                                                                                                                                                                                                  be
                                                                                                                                                                                                                  sold,
                                                                                                                                                                                                                  assigned,
                                                                                                                                                                                                                  transferred,
                                                                                                                                                                                                                  pledged
                                                                                                                                                                                                                  or
                                                                                                                                                                                                                  otherwise
                                                                                                                                                                                                                  encumbered
                                                                                                                                                                                                                  by
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  person
                                                                                                                                                                                                                  to
                                                                                                                                                                                                                  whom
                                                                                                                                                                                                                  they
                                                                                                                                                                                                                  are
                                                                                                                                                                                                                  granted,
                                                                                                                                                                                                                  either
                                                                                                                                                                                                                  voluntarily
                                                                                                                                                                                                                  or
                                                                                                                                                                                                                  by
                                                                                                                                                                                                                  operation
                                                                                                                                                                                                                  of
                                                                                                                                                                                                                  law,
                                                                                                                                                                                                                  except
                                                                                                                                                                                                                  by
                                                                                                                                                                                                                  will
                                                                                                                                                                                                                  or
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  laws
                                                                                                                                                                                                                  of
                                                                                                                                                                                                                  descent
                                                                                                                                                                                                                  and
                                                                                                                                                                                                                  distribution,
                                                                                                                                                                                                                  and,
                                                                                                                                                                                                                  during
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  life
                                                                                                                                                                                                                  of
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  Participant,
                                                                                                                                                                                                                  shall
                                                                                                                                                                                                                  be
                                                                                                                                                                                                                  exercisable
                                                                                                                                                                                                                  only
                                                                                                                                                                                                                  by
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  Participant.
                                                                                                                                                                                                                  References
                                                                                                                                                                                                                  to
                                                                                                                                                                                                                  a
                                                                                                                                                                                                                  Participant,
                                                                                                                                                                                                                  to
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  extent
                                                                                                                                                                                                                  relevant
                                                                                                                                                                                                                  in
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  context,
                                                                                                                                                                                                                  shall
                                                                                                                                                                                                                  include
                                                                                                                                                                                                                  references
                                                                                                                                                                                                                  to
                                                                                                                                                                                                                  authorized
                                                                                                                                                                                                                  transferees.
	 	 	 
		b.	Documentation.
                                                                                                                                                                                                                  Each
                                                                                                                                                                                                                  Award
                                                                                                                                                                                                                  under
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  Plan
                                                                                                                                                                                                                  shall
                                                                                                                                                                                                                  be
                                                                                                                                                                                                                  evidenced
                                                                                                                                                                                                                  by
                                                                                                                                                                                                                  a
                                                                                                                                                                                                                  written
                                                                                                                                                                                                                  instrument
                                                                                                                                                                                                                  in
                                                                                                                                                                                                                  such
                                                                                                                                                                                                                  form
                                                                                                                                                                                                                  as
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  Board
                                                                                                                                                                                                                  shall
                                                                                                                                                                                                                  determine
                                                                                                                                                                                                                  or
                                                                                                                                                                                                                  as
                                                                                                                                                                                                                  executed
                                                                                                                                                                                                                  by
                                                                                                                                                                                                                  an
                                                                                                                                                                                                                  officer
                                                                                                                                                                                                                  of
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  Company
                                                                                                                                                                                                                  pursuant
                                                                                                                                                                                                                  to
                                                                                                                                                                                                                  authority
                                                                                                                                                                                                                  delegated
                                                                                                                                                                                                                  by
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  Board.
                                                                                                                                                                                                                  Each
                                                                                                                                                                                                                  Award
                                                                                                                                                                                                                  may
                                                                                                                                                                                                                  contain
                                                                                                                                                                                                                  terms
                                                                                                                                                                                                                  and
                                                                                                                                                                                                                  conditions
                                                                                                                                                                                                                  in
                                                                                                                                                                                                                  addition
                                                                                                                                                                                                                  to
                                                                                                                                                                                                                  those
                                                                                                                                                                                                                  set
                                                                                                                                                                                                                  forth
                                                                                                                                                                                                                  in
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  Plan
                                                                                                                                                                                                                  provided
                                                                                                                                                                                                                  that
                                                                                                                                                                                                                  such
                                                                                                                                                                                                                  terms
                                                                                                                                                                                                                  and
                                                                                                                                                                                                                  conditions
                                                                                                                                                                                                                  do
                                                                                                                                                                                                                  not
                                                                                                                                                                                                                  contravene
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  provisions
                                                                                                                                                                                                                  of
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  Plan.



 









    	- 3 -



    	 



    

 


		c.	Board
                                                                                                                                                                                                                  Discretion.
                                                                                                                                                                                                                  The
                                                                                                                                                                                                                  terms
                                                                                                                                                                                                                  of
                                                                                                                                                                                                                  each
                                                                                                                                                                                                                  type
                                                                                                                                                                                                                  of
                                                                                                                                                                                                                  Award
                                                                                                                                                                                                                  need
                                                                                                                                                                                                                  not
                                                                                                                                                                                                                  be
                                                                                                                                                                                                                  identical,
                                                                                                                                                                                                                  and
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  Board
                                                                                                                                                                                                                  need
                                                                                                                                                                                                                  not
                                                                                                                                                                                                                  treat
                                                                                                                                                                                                                  Participants
                                                                                                                                                                                                                  uniformly.
	 	 	 
		d.	Termination
                                                                                                                                                                                                                  of
                                                                                                                                                                                                                  Status.
                                                                                                                                                                                                                  The
                                                                                                                                                                                                                  Board
                                                                                                                                                                                                                  shall
                                                                                                                                                                                                                  determine
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  effect
                                                                                                                                                                                                                  on
                                                                                                                                                                                                                  an
                                                                                                                                                                                                                  Award
                                                                                                                                                                                                                  of
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  disability,
                                                                                                                                                                                                                  death,
                                                                                                                                                                                                                  retirement,
                                                                                                                                                                                                                  authorized
                                                                                                                                                                                                                  leave
                                                                                                                                                                                                                  of
                                                                                                                                                                                                                  absence
                                                                                                                                                                                                                  or
                                                                                                                                                                                                                  other
                                                                                                                                                                                                                  change
                                                                                                                                                                                                                  in
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  employment
                                                                                                                                                                                                                  or
                                                                                                                                                                                                                  other
                                                                                                                                                                                                                  status
                                                                                                                                                                                                                  of
                                                                                                                                                                                                                  a
                                                                                                                                                                                                                  Participant
                                                                                                                                                                                                                  and
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  extent
                                                                                                                                                                                                                  to
                                                                                                                                                                                                                  which,
                                                                                                                                                                                                                  and
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  period
                                                                                                                                                                                                                  during
                                                                                                                                                                                                                  which,
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  Participant,
                                                                                                                                                                                                                  or
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  Participant's
                                                                                                                                                                                                                  legal
                                                                                                                                                                                                                  representative,
                                                                                                                                                                                                                  conservator,
                                                                                                                                                                                                                  guardian
                                                                                                                                                                                                                  or
                                                                                                                                                                                                                  Designated
                                                                                                                                                                                                                  Beneficiary,
                                                                                                                                                                                                                  may
                                                                                                                                                                                                                  exercise
                                                                                                                                                                                                                  rights
                                                                                                                                                                                                                  under
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  Award.
	 	 	 
		e.	Acquisition
                                                                                                                                                                                                                  of
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  Company



 


		i.	Consequences
                                                                                                                                                                                                                of
                                                                                                                                                                                                                an
                                                                                                                                                                                                                Acquisition.
                                                                                                                                                                                                                Upon
                                                                                                                                                                                                                the
                                                                                                                                                                                                                consummation
                                                                                                                                                                                                                of
                                                                                                                                                                                                                an
                                                                                                                                                                                                                Acquisition,
                                                                                                                                                                                                                the
                                                                                                                                                                                                                Board
                                                                                                                                                                                                                or
                                                                                                                                                                                                                the
                                                                                                                                                                                                                board
                                                                                                                                                                                                                of
                                                                                                                                                                                                                directors
                                                                                                                                                                                                                of
                                                                                                                                                                                                                the
                                                                                                                                                                                                                surviving
                                                                                                                                                                                                                or
                                                                                                                                                                                                                acquiring
                                                                                                                                                                                                                entity
                                                                                                                                                                                                                (as
                                                                                                                                                                                                                used
                                                                                                                                                                                                                in
                                                                                                                                                                                                                this
                                                                                                                                                                                                                Section
                                                                                                                                                                                                                7(e)(i),
                                                                                                                                                                                                                also
                                                                                                                                                                                                                the
                                                                                                                                                                                                                "Board"),
                                                                                                                                                                                                                shall,
                                                                                                                                                                                                                as
                                                                                                                                                                                                                to
                                                                                                                                                                                                                outstanding
                                                                                                                                                                                                                Awards
                                                                                                                                                                                                                (on
                                                                                                                                                                                                                the
                                                                                                                                                                                                                same
                                                                                                                                                                                                                basis
                                                                                                                                                                                                                or
                                                                                                                                                                                                                on
                                                                                                                                                                                                                different
                                                                                                                                                                                                                bases
                                                                                                                                                                                                                as
                                                                                                                                                                                                                the
                                                                                                                                                                                                                Board
                                                                                                                                                                                                                shall
                                                                                                                                                                                                                specify),
                                                                                                                                                                                                                make
                                                                                                                                                                                                                appropriate
                                                                                                                                                                                                                provision
                                                                                                                                                                                                                for
                                                                                                                                                                                                                the
                                                                                                                                                                                                                continuation
                                                                                                                                                                                                                of
                                                                                                                                                                                                                such
                                                                                                                                                                                                                Awards
                                                                                                                                                                                                                by
                                                                                                                                                                                                                the
                                                                                                                                                                                                                Company
                                                                                                                                                                                                                or
                                                                                                                                                                                                                the
                                                                                                                                                                                                                assumption
                                                                                                                                                                                                                of
                                                                                                                                                                                                                such
                                                                                                                                                                                                                Awards
                                                                                                                                                                                                                by
                                                                                                                                                                                                                the
                                                                                                                                                                                                                surviving
                                                                                                                                                                                                                or
                                                                                                                                                                                                                acquiring
                                                                                                                                                                                                                entity
                                                                                                                                                                                                                and
                                                                                                                                                                                                                by
                                                                                                                                                                                                                substituting
                                                                                                                                                                                                                on
                                                                                                                                                                                                                an
                                                                                                                                                                                                                equitable
                                                                                                                                                                                                                basis
                                                                                                                                                                                                                for
                                                                                                                                                                                                                the
                                                                                                                                                                                                                shares
                                                                                                                                                                                                                then
                                                                                                                                                                                                                subject
                                                                                                                                                                                                                to
                                                                                                                                                                                                                such
                                                                                                                                                                                                                Awards
                                                                                                                                                                                                                either
                                                                                                                                                                                                                (a)
                                                                                                                                                                                                                the
                                                                                                                                                                                                                consideration
                                                                                                                                                                                                                payable
                                                                                                                                                                                                                with
                                                                                                                                                                                                                respect
                                                                                                                                                                                                                to
                                                                                                                                                                                                                the
                                                                                                                                                                                                                outstanding
                                                                                                                                                                                                                shares
                                                                                                                                                                                                                of
                                                                                                                                                                                                                Common
                                                                                                                                                                                                                Stock
                                                                                                                                                                                                                in
                                                                                                                                                                                                                connection
                                                                                                                                                                                                                with
                                                                                                                                                                                                                the
                                                                                                                                                                                                                Acquisition,
                                                                                                                                                                                                                (b)
                                                                                                                                                                                                                shares
                                                                                                                                                                                                                of
                                                                                                                                                                                                                stock
                                                                                                                                                                                                                of
                                                                                                                                                                                                                the
                                                                                                                                                                                                                surviving
                                                                                                                                                                                                                or
                                                                                                                                                                                                                acquiring
                                                                                                                                                                                                                corporation
                                                                                                                                                                                                                or
                                                                                                                                                                                                                (c)
                                                                                                                                                                                                                such
                                                                                                                                                                                                                other
                                                                                                                                                                                                                securities
                                                                                                                                                                                                                or
                                                                                                                                                                                                                other
                                                                                                                                                                                                                consideration
                                                                                                                                                                                                                as
                                                                                                                                                                                                                the
                                                                                                                                                                                                                Board
                                                                                                                                                                                                                deems
                                                                                                                                                                                                                appropriate,
                                                                                                                                                                                                                the
                                                                                                                                                                                                                fair
                                                                                                                                                                                                                market
                                                                                                                                                                                                                value
                                                                                                                                                                                                                of
                                                                                                                                                                                                                which
                                                                                                                                                                                                                (as
                                                                                                                                                                                                                determined
                                                                                                                                                                                                                by
                                                                                                                                                                                                                the
                                                                                                                                                                                                                Board
                                                                                                                                                                                                                in
                                                                                                                                                                                                                its
                                                                                                                                                                                                                sole
                                                                                                                                                                                                                discretion)
                                                                                                                                                                                                                shall
                                                                                                                                                                                                                not
                                                                                                                                                                                                                materially
                                                                                                                                                                                                                differ
                                                                                                                                                                                                                from
                                                                                                                                                                                                                the
                                                                                                                                                                                                                fair
                                                                                                                                                                                                                market
                                                                                                                                                                                                                value
                                                                                                                                                                                                                of
                                                                                                                                                                                                                the
                                                                                                                                                                                                                shares
                                                                                                                                                                                                                of
                                                                                                                                                                                                                Common
                                                                                                                                                                                                                Stock
                                                                                                                                                                                                                subject
                                                                                                                                                                                                                to
                                                                                                                                                                                                                such
                                                                                                                                                                                                                Awards
                                                                                                                                                                                                                immediately
                                                                                                                                                                                                                preceding
                                                                                                                                                                                                                the
                                                                                                                                                                                                                Acquisition.
                                                                                                                                                                                                                In
                                                                                                                                                                                                                addition
                                                                                                                                                                                                                to
                                                                                                                                                                                                                or
                                                                                                                                                                                                                in
                                                                                                                                                                                                                lieu
                                                                                                                                                                                                                of
                                                                                                                                                                                                                the
                                                                                                                                                                                                                foregoing,
                                                                                                                                                                                                                with
                                                                                                                                                                                                                respect
                                                                                                                                                                                                                to
                                                                                                                                                                                                                outstanding
                                                                                                                                                                                                                Options,
                                                                                                                                                                                                                the
                                                                                                                                                                                                                Board
                                                                                                                                                                                                                may,
                                                                                                                                                                                                                on
                                                                                                                                                                                                                the
                                                                                                                                                                                                                same
                                                                                                                                                                                                                basis
                                                                                                                                                                                                                or
                                                                                                                                                                                                                on
                                                                                                                                                                                                                different
                                                                                                                                                                                                                bases
                                                                                                                                                                                                                as
                                                                                                                                                                                                                the
                                                                                                                                                                                                                Board
                                                                                                                                                                                                                shall
                                                                                                                                                                                                                specify,
                                                                                                                                                                                                                upon
                                                                                                                                                                                                                written
                                                                                                                                                                                                                notice
                                                                                                                                                                                                                to
                                                                                                                                                                                                                the
                                                                                                                                                                                                                affected
                                                                                                                                                                                                                optionees,
                                                                                                                                                                                                                provide
                                                                                                                                                                                                                that
                                                                                                                                                                                                                one
                                                                                                                                                                                                                or
                                                                                                                                                                                                                more
                                                                                                                                                                                                                Options
                                                                                                                                                                                                                then
                                                                                                                                                                                                                outstanding
                                                                                                                                                                                                                must
                                                                                                                                                                                                                be
                                                                                                                                                                                                                exercised,
                                                                                                                                                                                                                in
                                                                                                                                                                                                                whole
                                                                                                                                                                                                                or
                                                                                                                                                                                                                in
                                                                                                                                                                                                                part,
                                                                                                                                                                                                                within
                                                                                                                                                                                                                a
                                                                                                                                                                                                                specified
                                                                                                                                                                                                                number
                                                                                                                                                                                                                of
                                                                                                                                                                                                                days
                                                                                                                                                                                                                of
                                                                                                                                                                                                                the
                                                                                                                                                                                                                date
                                                                                                                                                                                                                of
                                                                                                                                                                                                                such
                                                                                                                                                                                                                notice,
                                                                                                                                                                                                                at
                                                                                                                                                                                                                the
                                                                                                                                                                                                                end
                                                                                                                                                                                                                of
                                                                                                                                                                                                                which
                                                                                                                                                                                                                period
                                                                                                                                                                                                                such
                                                                                                                                                                                                                Options
                                                                                                                                                                                                                shall
                                                                                                                                                                                                                terminate,
                                                                                                                                                                                                                or
                                                                                                                                                                                                                provide
                                                                                                                                                                                                                that
                                                                                                                                                                                                                one
                                                                                                                                                                                                                or
                                                                                                                                                                                                                more
                                                                                                                                                                                                                Options
                                                                                                                                                                                                                then
                                                                                                                                                                                                                outstanding,
                                                                                                                                                                                                                in
                                                                                                                                                                                                                whole
                                                                                                                                                                                                                or
                                                                                                                                                                                                                in
                                                                                                                                                                                                                part,
                                                                                                                                                                                                                shall
                                                                                                                                                                                                                be
                                                                                                                                                                                                                terminated
                                                                                                                                                                                                                in
                                                                                                                                                                                                                exchange
                                                                                                                                                                                                                for
                                                                                                                                                                                                                a
                                                                                                                                                                                                                cash
                                                                                                                                                                                                                payment
                                                                                                                                                                                                                equal
                                                                                                                                                                                                                to
                                                                                                                                                                                                                the
                                                                                                                                                                                                                excess
                                                                                                                                                                                                                of
                                                                                                                                                                                                                the
                                                                                                                                                                                                                fair
                                                                                                                                                                                                                market
                                                                                                                                                                                                                value
                                                                                                                                                                                                                (as
                                                                                                                                                                                                                determined
                                                                                                                                                                                                                by
                                                                                                                                                                                                                the
                                                                                                                                                                                                                Board
                                                                                                                                                                                                                in
                                                                                                                                                                                                                its
                                                                                                                                                                                                                sole
                                                                                                                                                                                                                discretion)
                                                                                                                                                                                                                for
                                                                                                                                                                                                                the
                                                                                                                                                                                                                shares
                                                                                                                                                                                                                subject
                                                                                                                                                                                                                to
                                                                                                                                                                                                                such
                                                                                                                                                                                                                Options
                                                                                                                                                                                                                over
                                                                                                                                                                                                                the
                                                                                                                                                                                                                exercise
                                                                                                                                                                                                                price
                                                                                                                                                                                                                thereof.
                                                                                                                                                                                                                Unless
                                                                                                                                                                                                                otherwise
                                                                                                                                                                                                                determined
                                                                                                                                                                                                                by
                                                                                                                                                                                                                the
                                                                                                                                                                                                                Board
                                                                                                                                                                                                                (on
                                                                                                                                                                                                                the
                                                                                                                                                                                                                same
                                                                                                                                                                                                                basis
                                                                                                                                                                                                                or
                                                                                                                                                                                                                on
                                                                                                                                                                                                                different
                                                                                                                                                                                                                bases
                                                                                                                                                                                                                as
                                                                                                                                                                                                                the
                                                                                                                                                                                                                Board
                                                                                                                                                                                                                shall
                                                                                                                                                                                                                specify),any
                                                                                                                                                                                                                repurchase
                                                                                                                                                                                                                rights
                                                                                                                                                                                                                or
                                                                                                                                                                                                                other
                                                                                                                                                                                                                rights
                                                                                                                                                                                                                of
                                                                                                                                                                                                                the
                                                                                                                                                                                                                Company
                                                                                                                                                                                                                that
                                                                                                                                                                                                                relate
                                                                                                                                                                                                                to
                                                                                                                                                                                                                an
                                                                                                                                                                                                                Option
                                                                                                                                                                                                                or
                                                                                                                                                                                                                other
                                                                                                                                                                                                                Award
                                                                                                                                                                                                                shall
                                                                                                                                                                                                                continue
                                                                                                                                                                                                                to
                                                                                                                                                                                                                apply
                                                                                                                                                                                                                to
                                                                                                                                                                                                                consideration,
                                                                                                                                                                                                                including
                                                                                                                                                                                                                cash,
                                                                                                                                                                                                                that
                                                                                                                                                                                                                has
                                                                                                                                                                                                                been
                                                                                                                                                                                                                substituted,
                                                                                                                                                                                                                assumed
                                                                                                                                                                                                                or
                                                                                                                                                                                                                amended
                                                                                                                                                                                                                for
                                                                                                                                                                                                                an
                                                                                                                                                                                                                Option
                                                                                                                                                                                                                or
                                                                                                                                                                                                                other
                                                                                                                                                                                                                Award
                                                                                                                                                                                                                pursuant
                                                                                                                                                                                                                to
                                                                                                                                                                                                                this
                                                                                                                                                                                                                paragraph.
                                                                                                                                                                                                                The
                                                                                                                                                                                                                Company
                                                                                                                                                                                                                may
                                                                                                                                                                                                                hold
                                                                                                                                                                                                                in
                                                                                                                                                                                                                escrow
                                                                                                                                                                                                                all
                                                                                                                                                                                                                or
                                                                                                                                                                                                                any
                                                                                                                                                                                                                portion
                                                                                                                                                                                                                of
                                                                                                                                                                                                                any
                                                                                                                                                                                                                such
                                                                                                                                                                                                                consideration
                                                                                                                                                                                                                in
                                                                                                                                                                                                                order
                                                                                                                                                                                                                to
                                                                                                                                                                                                                effectuate
                                                                                                                                                                                                                any
                                                                                                                                                                                                                continuing
                                                                                                                                                                                                                restrictions.
	 	 	 
		ii.	Acquisition
                                                                                                                                                                                                                 Defined.
                                                                                                                                                                                                                 An
                                                                                                                                                                                                                 "Acquisition"
                                                                                                                                                                                                                 shall
                                                                                                                                                                                                                 mean:
                                                                                                                                                                                                                 (x)
                                                                                                                                                                                                                 the
                                                                                                                                                                                                                 sale
                                                                                                                                                                                                                 of
                                                                                                                                                                                                                 the
                                                                                                                                                                                                                 Company
                                                                                                                                                                                                                 by
                                                                                                                                                                                                                 merger
                                                                                                                                                                                                                 in
                                                                                                                                                                                                                 which
                                                                                                                                                                                                                 the
                                                                                                                                                                                                                 shareholders
                                                                                                                                                                                                                 of
                                                                                                                                                                                                                 the
                                                                                                                                                                                                                 Company
                                                                                                                                                                                                                 in
                                                                                                                                                                                                                 their
                                                                                                                                                                                                                 capacity
                                                                                                                                                                                                                 as
                                                                                                                                                                                                                 such
                                                                                                                                                                                                                 no
                                                                                                                                                                                                                 longer
                                                                                                                                                                                                                 own
                                                                                                                                                                                                                 a
                                                                                                                                                                                                                 majority
                                                                                                                                                                                                                 of
                                                                                                                                                                                                                 the
                                                                                                                                                                                                                 outstanding
                                                                                                                                                                                                                 equity
                                                                                                                                                                                                                 securities
                                                                                                                                                                                                                 of
                                                                                                                                                                                                                 the
                                                                                                                                                                                                                 Company
                                                                                                                                                                                                                 (or
                                                                                                                                                                                                                 its
                                                                                                                                                                                                                 successor);
                                                                                                                                                                                                                 or
                                                                                                                                                                                                                 (y)
                                                                                                                                                                                                                 any
                                                                                                                                                                                                                 sale
                                                                                                                                                                                                                 of
                                                                                                                                                                                                                 all
                                                                                                                                                                                                                 or
                                                                                                                                                                                                                 substantially
                                                                                                                                                                                                                 all
                                                                                                                                                                                                                 of
                                                                                                                                                                                                                 the
                                                                                                                                                                                                                 assets
                                                                                                                                                                                                                 or
                                                                                                                                                                                                                 capital
                                                                                                                                                                                                                 stock
                                                                                                                                                                                                                 of
                                                                                                                                                                                                                 the
                                                                                                                                                                                                                 Company
                                                                                                                                                                                                                 (other
                                                                                                                                                                                                                 than
                                                                                                                                                                                                                 in
                                                                                                                                                                                                                 a
                                                                                                                                                                                                                 spin-off
                                                                                                                                                                                                                 or
                                                                                                                                                                                                                 similar
                                                                                                                                                                                                                 transaction)
                                                                                                                                                                                                                 or
                                                                                                                                                                                                                 (z)
                                                                                                                                                                                                                 any
                                                                                                                                                                                                                 other
                                                                                                                                                                                                                 acquisition
                                                                                                                                                                                                                 of
                                                                                                                                                                                                                 the
                                                                                                                                                                                                                 business
                                                                                                                                                                                                                 of
                                                                                                                                                                                                                 the
                                                                                                                                                                                                                 Company,
                                                                                                                                                                                                                 as
                                                                                                                                                                                                                 determined
                                                                                                                                                                                                                 by
                                                                                                                                                                                                                 the
                                                                                                                                                                                                                 Board.
	 	 	 
		iii.	Assumption
                                                                                                                                                                                                                  of
                                                                                                                                                                                                                  Options
                                                                                                                                                                                                                  upon
                                                                                                                                                                                                                  Certain
                                                                                                                                                                                                                  Events.
                                                                                                                                                                                                                  In
                                                                                                                                                                                                                  connection
                                                                                                                                                                                                                  with
                                                                                                                                                                                                                  a
                                                                                                                                                                                                                  merger
                                                                                                                                                                                                                  or
                                                                                                                                                                                                                  consolidation
                                                                                                                                                                                                                  of
                                                                                                                                                                                                                  an
                                                                                                                                                                                                                  entity
                                                                                                                                                                                                                  with
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  Company
                                                                                                                                                                                                                  or
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  acquisition
                                                                                                                                                                                                                  by
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  Company
                                                                                                                                                                                                                  of
                                                                                                                                                                                                                  property
                                                                                                                                                                                                                  or
                                                                                                                                                                                                                  stock
                                                                                                                                                                                                                  of
                                                                                                                                                                                                                  an
                                                                                                                                                                                                                  entity,
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  Board
                                                                                                                                                                                                                  may
                                                                                                                                                                                                                  grant
                                                                                                                                                                                                                  Awards
                                                                                                                                                                                                                  under
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  Plan
                                                                                                                                                                                                                  in
                                                                                                                                                                                                                  substitution
                                                                                                                                                                                                                  for
                                                                                                                                                                                                                  stock
                                                                                                                                                                                                                  and
                                                                                                                                                                                                                  stock-based
                                                                                                                                                                                                                  awards
                                                                                                                                                                                                                  issued
                                                                                                                                                                                                                  by
                                                                                                                                                                                                                  such
                                                                                                                                                                                                                  entity
                                                                                                                                                                                                                  or
                                                                                                                                                                                                                  an
                                                                                                                                                                                                                  affiliate
                                                                                                                                                                                                                  thereof.
                                                                                                                                                                                                                  The
                                                                                                                                                                                                                  substitute
                                                                                                                                                                                                                  Awards
                                                                                                                                                                                                                  shall
                                                                                                                                                                                                                  be
                                                                                                                                                                                                                  granted
                                                                                                                                                                                                                  on
                                                                                                                                                                                                                  such
                                                                                                                                                                                                                  terms
                                                                                                                                                                                                                  and
                                                                                                                                                                                                                  conditions
                                                                                                                                                                                                                  as
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  Board
                                                                                                                                                                                                                  considers
                                                                                                                                                                                                                  appropriate
                                                                                                                                                                                                                  in
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  circumstances.



 









    	- 4 -



    	 



    

 


		a.	Withholding.
                                                                                                                                                                                                                  Each
                                                                                                                                                                                                                  Participant
                                                                                                                                                                                                                  shall
                                                                                                                                                                                                                  pay
                                                                                                                                                                                                                  to
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  Company,
                                                                                                                                                                                                                  or
                                                                                                                                                                                                                  make
                                                                                                                                                                                                                  provisions
                                                                                                                                                                                                                  satisfactory
                                                                                                                                                                                                                  to
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  Company
                                                                                                                                                                                                                  for
                                                                                                                                                                                                                  payment
                                                                                                                                                                                                                  of,
                                                                                                                                                                                                                  any
                                                                                                                                                                                                                  taxes
                                                                                                                                                                                                                  required
                                                                                                                                                                                                                  by
                                                                                                                                                                                                                  law
                                                                                                                                                                                                                  to
                                                                                                                                                                                                                  be
                                                                                                                                                                                                                  withheld
                                                                                                                                                                                                                  in
                                                                                                                                                                                                                  connection
                                                                                                                                                                                                                  with
                                                                                                                                                                                                                  Awards
                                                                                                                                                                                                                  to
                                                                                                                                                                                                                  such
                                                                                                                                                                                                                  Participant
                                                                                                                                                                                                                  no
                                                                                                                                                                                                                  later
                                                                                                                                                                                                                  than
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  date
                                                                                                                                                                                                                  of
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  event
                                                                                                                                                                                                                  creating
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  tax
                                                                                                                                                                                                                  liability.
                                                                                                                                                                                                                  The
                                                                                                                                                                                                                  Board
                                                                                                                                                                                                                  may
                                                                                                                                                                                                                  allow
                                                                                                                                                                                                                  Participants
                                                                                                                                                                                                                  to
                                                                                                                                                                                                                  satisfy
                                                                                                                                                                                                                  such
                                                                                                                                                                                                                  tax
                                                                                                                                                                                                                  obligations
                                                                                                                                                                                                                  in
                                                                                                                                                                                                                  whole
                                                                                                                                                                                                                  or
                                                                                                                                                                                                                  in
                                                                                                                                                                                                                  part
                                                                                                                                                                                                                  by
                                                                                                                                                                                                                  transferring
                                                                                                                                                                                                                  shares
                                                                                                                                                                                                                  of
                                                                                                                                                                                                                  Common
                                                                                                                                                                                                                  Stock,
                                                                                                                                                                                                                  including
                                                                                                                                                                                                                  shares
                                                                                                                                                                                                                  retained
                                                                                                                                                                                                                  from
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  Award
                                                                                                                                                                                                                  creating
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  tax
                                                                                                                                                                                                                  obligation,
                                                                                                                                                                                                                  valued
                                                                                                                                                                                                                  at
                                                                                                                                                                                                                  their
                                                                                                                                                                                                                  fair
                                                                                                                                                                                                                  market
                                                                                                                                                                                                                  value
                                                                                                                                                                                                                  (as
                                                                                                                                                                                                                  determined
                                                                                                                                                                                                                  by
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  Board
                                                                                                                                                                                                                  or
                                                                                                                                                                                                                  as
                                                                                                                                                                                                                  determined
                                                                                                                                                                                                                  pursuant
                                                                                                                                                                                                                  to
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  applicable
                                                                                                                                                                                                                  option
                                                                                                                                                                                                                  agreement).
                                                                                                                                                                                                                  The
                                                                                                                                                                                                                  Company
                                                                                                                                                                                                                  may,
                                                                                                                                                                                                                  to
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  extent
                                                                                                                                                                                                                  permitted
                                                                                                                                                                                                                  by
                                                                                                                                                                                                                  law,
                                                                                                                                                                                                                  deduct
                                                                                                                                                                                                                  any
                                                                                                                                                                                                                  such
                                                                                                                                                                                                                  tax
                                                                                                                                                                                                                  obligations
                                                                                                                                                                                                                  from
                                                                                                                                                                                                                  any
                                                                                                                                                                                                                  payment
                                                                                                                                                                                                                  of
                                                                                                                                                                                                                  any
                                                                                                                                                                                                                  kind
                                                                                                                                                                                                                  otherwise
                                                                                                                                                                                                                  due
                                                                                                                                                                                                                  to
                                                                                                                                                                                                                  a
                                                                                                                                                                                                                  Participant.
	 	 	 
		b.	Amendment
                                                                                                                                                                                                                  of
                                                                                                                                                                                                                  Awards.
                                                                                                                                                                                                                  The
                                                                                                                                                                                                                  Board
                                                                                                                                                                                                                  may
                                                                                                                                                                                                                  amend,
                                                                                                                                                                                                                  modify
                                                                                                                                                                                                                  or
                                                                                                                                                                                                                  terminate
                                                                                                                                                                                                                  any
                                                                                                                                                                                                                  outstanding
                                                                                                                                                                                                                  Award
                                                                                                                                                                                                                  including,
                                                                                                                                                                                                                  but
                                                                                                                                                                                                                  not
                                                                                                                                                                                                                  limited
                                                                                                                                                                                                                  to,
                                                                                                                                                                                                                  substituting
                                                                                                                                                                                                                  therefor
                                                                                                                                                                                                                  another
                                                                                                                                                                                                                  Award
                                                                                                                                                                                                                  of
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  same
                                                                                                                                                                                                                  or
                                                                                                                                                                                                                  a
                                                                                                                                                                                                                  different
                                                                                                                                                                                                                  type,
                                                                                                                                                                                                                  changing
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  date
                                                                                                                                                                                                                  of
                                                                                                                                                                                                                  exercise
                                                                                                                                                                                                                  or
                                                                                                                                                                                                                  realization,
                                                                                                                                                                                                                  and
                                                                                                                                                                                                                  converting
                                                                                                                                                                                                                  an
                                                                                                                                                                                                                  Incentive
                                                                                                                                                                                                                  Stock
                                                                                                                                                                                                                  Option
                                                                                                                                                                                                                  to
                                                                                                                                                                                                                  a
                                                                                                                                                                                                                  Nonstatutory
                                                                                                                                                                                                                  Stock
                                                                                                                                                                                                                  Option,
                                                                                                                                                                                                                  provided
                                                                                                                                                                                                                  that
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  Participant's
                                                                                                                                                                                                                  consent
                                                                                                                                                                                                                  to
                                                                                                                                                                                                                  such
                                                                                                                                                                                                                  action
                                                                                                                                                                                                                  shall
                                                                                                                                                                                                                  be
                                                                                                                                                                                                                  required
                                                                                                                                                                                                                  unless
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  Board
                                                                                                                                                                                                                  determines
                                                                                                                                                                                                                  that
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  action,
                                                                                                                                                                                                                  taking
                                                                                                                                                                                                                  into
                                                                                                                                                                                                                  account
                                                                                                                                                                                                                  any
                                                                                                                                                                                                                  related
                                                                                                                                                                                                                  action,
                                                                                                                                                                                                                  would
                                                                                                                                                                                                                  not
                                                                                                                                                                                                                  materially
                                                                                                                                                                                                                  and
                                                                                                                                                                                                                  adversely
                                                                                                                                                                                                                  affect
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  Participant.
	 	 	 
		c.	Conditions
                                                                                                                                                                                                                  on
                                                                                                                                                                                                                  Delivery
                                                                                                                                                                                                                  of
                                                                                                                                                                                                                  Stock.
                                                                                                                                                                                                                  The
                                                                                                                                                                                                                  Company
                                                                                                                                                                                                                  will
                                                                                                                                                                                                                  not
                                                                                                                                                                                                                  be
                                                                                                                                                                                                                  obligated
                                                                                                                                                                                                                  to
                                                                                                                                                                                                                  deliver
                                                                                                                                                                                                                  any
                                                                                                                                                                                                                  shares
                                                                                                                                                                                                                  of
                                                                                                                                                                                                                  Common
                                                                                                                                                                                                                  Stock
                                                                                                                                                                                                                  pursuant
                                                                                                                                                                                                                  to
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  Plan
                                                                                                                                                                                                                  or
                                                                                                                                                                                                                  to
                                                                                                                                                                                                                  remove
                                                                                                                                                                                                                  restrictions
                                                                                                                                                                                                                  from
                                                                                                                                                                                                                  shares
                                                                                                                                                                                                                  previously
                                                                                                                                                                                                                  delivered
                                                                                                                                                                                                                  under
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  Plan
                                                                                                                                                                                                                  until
                                                                                                                                                                                                                  (i)
                                                                                                                                                                                                                  all
                                                                                                                                                                                                                  conditions
                                                                                                                                                                                                                  of
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  Award
                                                                                                                                                                                                                  have
                                                                                                                                                                                                                  been
                                                                                                                                                                                                                  met
                                                                                                                                                                                                                  or
                                                                                                                                                                                                                  removed
                                                                                                                                                                                                                  to
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  satisfaction
                                                                                                                                                                                                                  of
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  Company,
                                                                                                                                                                                                                  (ii)
                                                                                                                                                                                                                  in
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  opinion
                                                                                                                                                                                                                  of
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  Company's
                                                                                                                                                                                                                  counsel,
                                                                                                                                                                                                                  all
                                                                                                                                                                                                                  other
                                                                                                                                                                                                                  legal
                                                                                                                                                                                                                  matters
                                                                                                                                                                                                                  in
                                                                                                                                                                                                                  connection
                                                                                                                                                                                                                  with
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  issuance
                                                                                                                                                                                                                  and
                                                                                                                                                                                                                  delivery
                                                                                                                                                                                                                  of
                                                                                                                                                                                                                  such
                                                                                                                                                                                                                  shares
                                                                                                                                                                                                                  have
                                                                                                                                                                                                                  been
                                                                                                                                                                                                                  satisfied,
                                                                                                                                                                                                                  including
                                                                                                                                                                                                                  any
                                                                                                                                                                                                                  applicable
                                                                                                                                                                                                                  securities
                                                                                                                                                                                                                  laws
                                                                                                                                                                                                                  and
                                                                                                                                                                                                                  any
                                                                                                                                                                                                                  applicable
                                                                                                                                                                                                                  stock
                                                                                                                                                                                                                  exchange
                                                                                                                                                                                                                  or
                                                                                                                                                                                                                  stock
                                                                                                                                                                                                                  market
                                                                                                                                                                                                                  rules
                                                                                                                                                                                                                  and
                                                                                                                                                                                                                  regulations,
                                                                                                                                                                                                                  and
                                                                                                                                                                                                                  (iii)
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  Participant
                                                                                                                                                                                                                  has
                                                                                                                                                                                                                  executed
                                                                                                                                                                                                                  and
                                                                                                                                                                                                                  delivered
                                                                                                                                                                                                                  to
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  Company
                                                                                                                                                                                                                  such
                                                                                                                                                                                                                  representations
                                                                                                                                                                                                                  or
                                                                                                                                                                                                                  agreements
                                                                                                                                                                                                                  as
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  Company
                                                                                                                                                                                                                  may
                                                                                                                                                                                                                  consider
                                                                                                                                                                                                                  appropriate
                                                                                                                                                                                                                  to
                                                                                                                                                                                                                  satisfy
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  requirements
                                                                                                                                                                                                                  of
                                                                                                                                                                                                                  any
                                                                                                                                                                                                                  applicable
                                                                                                                                                                                                                  laws,
                                                                                                                                                                                                                  rules
                                                                                                                                                                                                                  or
                                                                                                                                                                                                                  regulations.
	 	 	 
		d.	Acceleration.
                                                                                                                                                                                                                  The
                                                                                                                                                                                                                  Board
                                                                                                                                                                                                                  may
                                                                                                                                                                                                                  at
                                                                                                                                                                                                                  any
                                                                                                                                                                                                                  time
                                                                                                                                                                                                                  provide
                                                                                                                                                                                                                  that
                                                                                                                                                                                                                  any
                                                                                                                                                                                                                  Options
                                                                                                                                                                                                                  shall
                                                                                                                                                                                                                  become
                                                                                                                                                                                                                  immediately
                                                                                                                                                                                                                  exercisable
                                                                                                                                                                                                                  in
                                                                                                                                                                                                                  full
                                                                                                                                                                                                                  or
                                                                                                                                                                                                                  in
                                                                                                                                                                                                                  part,
                                                                                                                                                                                                                  that
                                                                                                                                                                                                                  any
                                                                                                                                                                                                                  Restricted
                                                                                                                                                                                                                  Stock
                                                                                                                                                                                                                  Awards
                                                                                                                                                                                                                  shall
                                                                                                                                                                                                                  be
                                                                                                                                                                                                                  free
                                                                                                                                                                                                                  of
                                                                                                                                                                                                                  some
                                                                                                                                                                                                                  or
                                                                                                                                                                                                                  all
                                                                                                                                                                                                                  restrictions,
                                                                                                                                                                                                                  or
                                                                                                                                                                                                                  that
                                                                                                                                                                                                                  any
                                                                                                                                                                                                                  other
                                                                                                                                                                                                                  stock-
                                                                                                                                                                                                                  based
                                                                                                                                                                                                                  Awards
                                                                                                                                                                                                                  may
                                                                                                                                                                                                                  become
                                                                                                                                                                                                                  exercisable
                                                                                                                                                                                                                  in
                                                                                                                                                                                                                  full
                                                                                                                                                                                                                  or
                                                                                                                                                                                                                  in
                                                                                                                                                                                                                  part
                                                                                                                                                                                                                  or
                                                                                                                                                                                                                  free
                                                                                                                                                                                                                  of
                                                                                                                                                                                                                  some
                                                                                                                                                                                                                  or
                                                                                                                                                                                                                  all
                                                                                                                                                                                                                  restrictions
                                                                                                                                                                                                                  or
                                                                                                                                                                                                                  conditions,
                                                                                                                                                                                                                  or
                                                                                                                                                                                                                  otherwise
                                                                                                                                                                                                                  realizable
                                                                                                                                                                                                                  in
                                                                                                                                                                                                                  full
                                                                                                                                                                                                                  or
                                                                                                                                                                                                                  in
                                                                                                                                                                                                                  part,
                                                                                                                                                                                                                  as
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  case
                                                                                                                                                                                                                  may
                                                                                                                                                                                                                  be,
                                                                                                                                                                                                                  despite
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  fact
                                                                                                                                                                                                                  that
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  foregoing
                                                                                                                                                                                                                  actions
                                                                                                                                                                                                                  may
                                                                                                                                                                                                                  (i)
                                                                                                                                                                                                                  cause
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  application
                                                                                                                                                                                                                  of
                                                                                                                                                                                                                  Sections
                                                                                                                                                                                                                  280G
                                                                                                                                                                                                                  and
                                                                                                                                                                                                                  4999
                                                                                                                                                                                                                  of
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  Code
                                                                                                                                                                                                                  if
                                                                                                                                                                                                                  a
                                                                                                                                                                                                                  change
                                                                                                                                                                                                                  in
                                                                                                                                                                                                                  control
                                                                                                                                                                                                                  of
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  Company
                                                                                                                                                                                                                  occurs,
                                                                                                                                                                                                                  or
                                                                                                                                                                                                                  (ii)
                                                                                                                                                                                                                  disqualify
                                                                                                                                                                                                                  all
                                                                                                                                                                                                                  or
                                                                                                                                                                                                                  part
                                                                                                                                                                                                                  of
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  Option
                                                                                                                                                                                                                  as
                                                                                                                                                                                                                  an
                                                                                                                                                                                                                  Incentive
                                                                                                                                                                                                                  Stock
                                                                                                                                                                                                                  Option.
                                                                                                                                                                                                                  In
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  event
                                                                                                                                                                                                                  of
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  acceleration
                                                                                                                                                                                                                  of
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  exercisability
                                                                                                                                                                                                                  of
                                                                                                                                                                                                                  one
                                                                                                                                                                                                                  or
                                                                                                                                                                                                                  more
                                                                                                                                                                                                                  outstanding
                                                                                                                                                                                                                  Options,
                                                                                                                                                                                                                  including
                                                                                                                                                                                                                  pursuant
                                                                                                                                                                                                                  to
                                                                                                                                                                                                                  paragraph
                                                                                                                                                                                                                  (e)(i),
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  Board
                                                                                                                                                                                                                  may
                                                                                                                                                                                                                  provide,
                                                                                                                                                                                                                  as
                                                                                                                                                                                                                  a
                                                                                                                                                                                                                  condition
                                                                                                                                                                                                                  of
                                                                                                                                                                                                                  full
                                                                                                                                                                                                                  exercisability
                                                                                                                                                                                                                  of
                                                                                                                                                                                                                  any
                                                                                                                                                                                                                  or
                                                                                                                                                                                                                  all
                                                                                                                                                                                                                  such
                                                                                                                                                                                                                  Options,
                                                                                                                                                                                                                  that
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  Common
                                                                                                                                                                                                                  Stock
                                                                                                                                                                                                                  or
                                                                                                                                                                                                                  other
                                                                                                                                                                                                                  substituted
                                                                                                                                                                                                                  consideration,
                                                                                                                                                                                                                  including
                                                                                                                                                                                                                  cash,
                                                                                                                                                                                                                  as
                                                                                                                                                                                                                  to
                                                                                                                                                                                                                  which
                                                                                                                                                                                                                  exercisability
                                                                                                                                                                                                                  has
                                                                                                                                                                                                                  been
                                                                                                                                                                                                                  accelerated
                                                                                                                                                                                                                  shall
                                                                                                                                                                                                                  be
                                                                                                                                                                                                                  restricted
                                                                                                                                                                                                                  and
                                                                                                                                                                                                                  subject
                                                                                                                                                                                                                  to
                                                                                                                                                                                                                  forfeiture
                                                                                                                                                                                                                  back
                                                                                                                                                                                                                  to
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  Company
                                                                                                                                                                                                                  at
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  option
                                                                                                                                                                                                                  of
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  Company
                                                                                                                                                                                                                  at
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  cost
                                                                                                                                                                                                                  thereof
                                                                                                                                                                                                                  upon
                                                                                                                                                                                                                  termination
                                                                                                                                                                                                                  of
                                                                                                                                                                                                                  employment
                                                                                                                                                                                                                  or
                                                                                                                                                                                                                  other
                                                                                                                                                                                                                  relationship,
                                                                                                                                                                                                                  with
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  timing
                                                                                                                                                                                                                  and
                                                                                                                                                                                                                  other
                                                                                                                                                                                                                  terms
                                                                                                                                                                                                                  of
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  vesting
                                                                                                                                                                                                                  of
                                                                                                                                                                                                                  such
                                                                                                                                                                                                                  restricted
                                                                                                                                                                                                                  stock
                                                                                                                                                                                                                  or
                                                                                                                                                                                                                  other
                                                                                                                                                                                                                  consideration
                                                                                                                                                                                                                  being
                                                                                                                                                                                                                  equivalent
                                                                                                                                                                                                                  to
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  timing
                                                                                                                                                                                                                  and
                                                                                                                                                                                                                  other
                                                                                                                                                                                                                  terms
                                                                                                                                                                                                                  of
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  superseded
                                                                                                                                                                                                                  exercise
                                                                                                                                                                                                                  schedule
                                                                                                                                                                                                                  of
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  related
                                                                                                                                                                                                                  Option.



 


		8.	Miscellaneous



 


		a.	Definitions.






 


			
		i.	"Company"
                                                                                                                                                                                                                for
                                                                                                                                                                                                                purposes
                                                                                                                                                                                                                of
                                                                                                                                                                                                                eligibility
                                                                                                                                                                                                                under
                                                                                                                                                                                                                the
                                                                                                                                                                                                                Plan,
                                                                                                                                                                                                                shall
                                                                                                                                                                                                                include
                                                                                                                                                                                                                any
                                                                                                                                                                                                                present
                                                                                                                                                                                                                or
                                                                                                                                                                                                                future
                                                                                                                                                                                                                subsidiary
                                                                                                                                                                                                                corporations
                                                                                                                                                                                                                of
                                                                                                                                                                                                                Coates
                                                                                                                                                                                                                International
                                                                                                                                                                                                                Ltd.,
                                                                                                                                                                                                                as
                                                                                                                                                                                                                defined
                                                                                                                                                                                                                in
                                                                                                                                                                                                                Section
                                                                                                                                                                                                                424(f)
                                                                                                                                                                                                                of
                                                                                                                                                                                                                the
                                                                                                                                                                                                                Code
                                                                                                                                                                                                                (a
                                                                                                                                                                                                                "Subsidiary"),
                                                                                                                                                                                                                and
                                                                                                                                                                                                                any
                                                                                                                                                                                                                present
                                                                                                                                                                                                                or
                                                                                                                                                                                                                future
                                                                                                                                                                                                                parent
                                                                                                                                                                                                                corporation
                                                                                                                                                                                                                of
                                                                                                                                                                                                                Coates
                                                                                                                                                                                                                International
                                                                                                                                                                                                                Ltd.,
                                                                                                                                                                                                                as
                                                                                                                                                                                                                defined
                                                                                                                                                                                                                in
                                                                                                                                                                                                                Section
                                                                                                                                                                                                                424(e)
                                                                                                                                                                                                                of
                                                                                                                                                                                                                the
                                                                                                                                                                                                                Code.
                                                                                                                                                                                                                For
                                                                                                                                                                                                                purposes
                                                                                                                                                                                                                of
                                                                                                                                                                                                                Awards
                                                                                                                                                                                                                other
                                                                                                                                                                                                                than
                                                                                                                                                                                                                Incentive
                                                                                                                                                                                                                Stock
                                                                                                                                                                                                                Options,
                                                                                                                                                                                                                the
                                                                                                                                                                                                                term
                                                                                                                                                                                                                "Company"
                                                                                                                                                                                                                shall
                                                                                                                                                                                                                include
                                                                                                                                                                                                                any
                                                                                                                                                                                                                other
                                                                                                                                                                                                                business
                                                                                                                                                                                                                venture
                                                                                                                                                                                                                in
                                                                                                                                                                                                                which
                                                                                                                                                                                                                the
                                                                                                                                                                                                                Company
                                                                                                                                                                                                                has
                                                                                                                                                                                                                a
                                                                                                                                                                                                                direct
                                                                                                                                                                                                                or
                                                                                                                                                                                                                indirect
                                                                                                                                                                                                                significant
                                                                                                                                                                                                                interest,
                                                                                                                                                                                                                as
                                                                                                                                                                                                                determined
                                                                                                                                                                                                                by
                                                                                                                                                                                                                the
                                                                                                                                                                                                                Board
                                                                                                                                                                                                                in
                                                                                                                                                                                                                its
                                                                                                                                                                                                                sole
                                                                                                                                                                                                                discretion.
	 	 	 
		ii.	"Code"
                                                                                                                                                                                                                 means
                                                                                                                                                                                                                 the
                                                                                                                                                                                                                 Internal
                                                                                                                                                                                                                 Revenue
                                                                                                                                                                                                                 Code
                                                                                                                                                                                                                 of
                                                                                                                                                                                                                 1986,
                                                                                                                                                                                                                 as
                                                                                                                                                                                                                 amended,
                                                                                                                                                                                                                 and
                                                                                                                                                                                                                 any
                                                                                                                                                                                                                 regulations
                                                                                                                                                                                                                 promulgated
                                                                                                                                                                                                                 thereunder.
	 	 	 
		iii.	"employee"
                                                                                                                                                                                                                  for
                                                                                                                                                                                                                  purposes
                                                                                                                                                                                                                  of
                                                                                                                                                                                                                  eligibility
                                                                                                                                                                                                                  under
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  Plan
                                                                                                                                                                                                                  (but
                                                                                                                                                                                                                  not
                                                                                                                                                                                                                  for
                                                                                                                                                                                                                  purposes
                                                                                                                                                                                                                  of
                                                                                                                                                                                                                  Section
                                                                                                                                                                                                                  4(b))
                                                                                                                                                                                                                  shall
                                                                                                                                                                                                                  include
                                                                                                                                                                                                                  a
                                                                                                                                                                                                                  person
                                                                                                                                                                                                                  to
                                                                                                                                                                                                                  whom
                                                                                                                                                                                                                  an
                                                                                                                                                                                                                  offer
                                                                                                                                                                                                                  of
                                                                                                                                                                                                                  employment
                                                                                                                                                                                                                  has
                                                                                                                                                                                                                  been
                                                                                                                                                                                                                  extended
                                                                                                                                                                                                                  by
                                                                                                                                                                                                                  the
                                                                                                                                                                                                                  Company.



 









    	- 5 -



    	 



    

 


		b.	No
                                                                                                                                                                                                              Right
                                                                                                                                                                                                              to
                                                                                                                                                                                                              Employment
                                                                                                                                                                                                              or
                                                                                                                                                                                                              Other
                                                                                                                                                                                                              Status.
                                                                                                                                                                                                              No
                                                                                                                                                                                                              person
                                                                                                                                                                                                              shall
                                                                                                                                                                                                              have
                                                                                                                                                                                                              any
                                                                                                                                                                                                              claim
                                                                                                                                                                                                              or
                                                                                                                                                                                                              right
                                                                                                                                                                                                              to
                                                                                                                                                                                                              be
                                                                                                                                                                                                              granted
                                                                                                                                                                                                              an
                                                                                                                                                                                                              Award,
                                                                                                                                                                                                              and
                                                                                                                                                                                                              the
                                                                                                                                                                                                              grant
                                                                                                                                                                                                              of
                                                                                                                                                                                                              an
                                                                                                                                                                                                              Award
                                                                                                                                                                                                              shall
                                                                                                                                                                                                              not
                                                                                                                                                                                                              be
                                                                                                                                                                                                              construed
                                                                                                                                                                                                              as
                                                                                                                                                                                                              giving
                                                                                                                                                                                                              a
                                                                                                                                                                                                              Participant
                                                                                                                                                                                                              the
                                                                                                                                                                                                              right
                                                                                                                                                                                                              to
                                                                                                                                                                                                              continued
                                                                                                                                                                                                              employment
                                                                                                                                                                                                              or
                                                                                                                                                                                                              any
                                                                                                                                                                                                              other
                                                                                                                                                                                                              relationship
                                                                                                                                                                                                              with
                                                                                                                                                                                                              the
                                                                                                                                                                                                              Company.
                                                                                                                                                                                                              The
                                                                                                                                                                                                              Company
                                                                                                                                                                                                              expressly
                                                                                                                                                                                                              reserves
                                                                                                                                                                                                              the
                                                                                                                                                                                                              right
                                                                                                                                                                                                              at
                                                                                                                                                                                                              any
                                                                                                                                                                                                              time
                                                                                                                                                                                                              to
                                                                                                                                                                                                              dismiss
                                                                                                                                                                                                              or
                                                                                                                                                                                                              otherwise
                                                                                                                                                                                                              terminate
                                                                                                                                                                                                              its
                                                                                                                                                                                                              relationship
                                                                                                                                                                                                              with
                                                                                                                                                                                                              a
                                                                                                                                                                                                              Participant
                                                                                                                                                                                                              free
                                                                                                                                                                                                              from
                                                                                                                                                                                                              any
                                                                                                                                                                                                              liability
                                                                                                                                                                                                              or
                                                                                                                                                                                                              claim
                                                                                                                                                                                                              under
                                                                                                                                                                                                              the
                                                                                                                                                                                                              Plan.
	 	 	 
		c.	No
                                                                                                                                                                                                              Rights
                                                                                                                                                                                                              as
                                                                                                                                                                                                              Stockholder.
                                                                                                                                                                                                              Subject
                                                                                                                                                                                                              to
                                                                                                                                                                                                              the
                                                                                                                                                                                                              provisions
                                                                                                                                                                                                              of
                                                                                                                                                                                                              the
                                                                                                                                                                                                              applicable
                                                                                                                                                                                                              Award,
                                                                                                                                                                                                              no
                                                                                                                                                                                                              Participant
                                                                                                                                                                                                              or
                                                                                                                                                                                                              Designated
                                                                                                                                                                                                              Beneficiary
                                                                                                                                                                                                              shall
                                                                                                                                                                                                              have
                                                                                                                                                                                                              any
                                                                                                                                                                                                              rights
                                                                                                                                                                                                              as
                                                                                                                                                                                                              a
                                                                                                                                                                                                              stockholder
                                                                                                                                                                                                              with
                                                                                                                                                                                                              respect
                                                                                                                                                                                                              to
                                                                                                                                                                                                              any
                                                                                                                                                                                                              shares
                                                                                                                                                                                                              of
                                                                                                                                                                                                              Common
                                                                                                                                                                                                              Stock
                                                                                                                                                                                                              to
                                                                                                                                                                                                              be
                                                                                                                                                                                                              distributed
                                                                                                                                                                                                              with
                                                                                                                                                                                                              respect
                                                                                                                                                                                                              to
                                                                                                                                                                                                              an
                                                                                                                                                                                                              Award
                                                                                                                                                                                                              until
                                                                                                                                                                                                              becoming
                                                                                                                                                                                                              the
                                                                                                                                                                                                              record
                                                                                                                                                                                                              holder
                                                                                                                                                                                                              thereof.
	 	 	 
		d.	Effect
                                                                                                                                                                                                              on
                                                                                                                                                                                                              Other
                                                                                                                                                                                                              Benefit
                                                                                                                                                                                                              Plans.
                                                                                                                                                                                                              The
                                                                                                                                                                                                              amount
                                                                                                                                                                                                              of
                                                                                                                                                                                                              any
                                                                                                                                                                                                              compensation
                                                                                                                                                                                                              deemed
                                                                                                                                                                                                              to
                                                                                                                                                                                                              be
                                                                                                                                                                                                              received
                                                                                                                                                                                                              by
                                                                                                                                                                                                              a
                                                                                                                                                                                                              Participant
                                                                                                                                                                                                              as
                                                                                                                                                                                                              a
                                                                                                                                                                                                              result
                                                                                                                                                                                                              of
                                                                                                                                                                                                              the
                                                                                                                                                                                                              receipt
                                                                                                                                                                                                              or
                                                                                                                                                                                                              exercise
                                                                                                                                                                                                              of
                                                                                                                                                                                                              an
                                                                                                                                                                                                              Award
                                                                                                                                                                                                              will
                                                                                                                                                                                                              not
                                                                                                                                                                                                              constitute
                                                                                                                                                                                                              "earnings"
                                                                                                                                                                                                              with
                                                                                                                                                                                                              respect
                                                                                                                                                                                                              to
                                                                                                                                                                                                              which
                                                                                                                                                                                                              any
                                                                                                                                                                                                              other
                                                                                                                                                                                                              benefits
                                                                                                                                                                                                              of
                                                                                                                                                                                                              such
                                                                                                                                                                                                              Participant
                                                                                                                                                                                                              are
                                                                                                                                                                                                              determined,
                                                                                                                                                                                                              including
                                                                                                                                                                                                              without
                                                                                                                                                                                                              limitation
                                                                                                                                                                                                              benefits
                                                                                                                                                                                                              under
                                                                                                                                                                                                              any
                                                                                                                                                                                                              pension,
                                                                                                                                                                                                              profit
                                                                                                                                                                                                              sharing,
                                                                                                                                                                                                              life
                                                                                                                                                                                                              insurance
                                                                                                                                                                                                              or
                                                                                                                                                                                                              salary
                                                                                                                                                                                                              continuation
                                                                                                                                                                                                              plan.
	 	 	 
		e.	Authorization
                                                                                                                                                                                                              of
                                                                                                                                                                                                              Sub-Plans.
                                                                                                                                                                                                              The
                                                                                                                                                                                                              Board
                                                                                                                                                                                                              may
                                                                                                                                                                                                              from
                                                                                                                                                                                                              time
                                                                                                                                                                                                              to
                                                                                                                                                                                                              time
                                                                                                                                                                                                              establish
                                                                                                                                                                                                              one
                                                                                                                                                                                                              or
                                                                                                                                                                                                              more
                                                                                                                                                                                                              sub-plans
                                                                                                                                                                                                              under
                                                                                                                                                                                                              the
                                                                                                                                                                                                              Plan
                                                                                                                                                                                                              for
                                                                                                                                                                                                              purposes
                                                                                                                                                                                                              of
                                                                                                                                                                                                              satisfying
                                                                                                                                                                                                              applicable
                                                                                                                                                                                                              blue
                                                                                                                                                                                                              sky,
                                                                                                                                                                                                              securities
                                                                                                                                                                                                              or
                                                                                                                                                                                                              tax
                                                                                                                                                                                                              laws
                                                                                                                                                                                                              of
                                                                                                                                                                                                              various
                                                                                                                                                                                                              jurisdictions.
                                                                                                                                                                                                              The
                                                                                                                                                                                                              Board
                                                                                                                                                                                                              shall
                                                                                                                                                                                                              establish
                                                                                                                                                                                                              such
                                                                                                                                                                                                              sub-plans
                                                                                                                                                                                                              by
                                                                                                                                                                                                              adopting
                                                                                                                                                                                                              supplements
                                                                                                                                                                                                              to
                                                                                                                                                                                                              this
                                                                                                                                                                                                              Plan
                                                                                                                                                                                                              containing
                                                                                                                                                                                                              (i)
                                                                                                                                                                                                              such
                                                                                                                                                                                                              limitations
                                                                                                                                                                                                              on
                                                                                                                                                                                                              the
                                                                                                                                                                                                              Board's
                                                                                                                                                                                                              discretion
                                                                                                                                                                                                              under
                                                                                                                                                                                                              the
                                                                                                                                                                                                              Plan
                                                                                                                                                                                                              as
                                                                                                                                                                                                              the
                                                                                                                                                                                                              Board
                                                                                                                                                                                                              deems
                                                                                                                                                                                                              necessary
                                                                                                                                                                                                              or
                                                                                                                                                                                                              desirable
                                                                                                                                                                                                              or
                                                                                                                                                                                                              (ii)
                                                                                                                                                                                                              such
                                                                                                                                                                                                              additional
                                                                                                                                                                                                              terms
                                                                                                                                                                                                              and
                                                                                                                                                                                                              conditions
                                                                                                                                                                                                              not
                                                                                                                                                                                                              otherwise
                                                                                                                                                                                                              inconsistent
                                                                                                                                                                                                              with
                                                                                                                                                                                                              the
                                                                                                                                                                                                              Plan
                                                                                                                                                                                                              as
                                                                                                                                                                                                              the
                                                                                                                                                                                                              Board
                                                                                                                                                                                                              shall
                                                                                                                                                                                                              deem
                                                                                                                                                                                                              necessary
                                                                                                                                                                                                              or
                                                                                                                                                                                                              desirable.
                                                                                                                                                                                                              All
                                                                                                                                                                                                              supplements
                                                                                                                                                                                                              adopted
                                                                                                                                                                                                              by
                                                                                                                                                                                                              the
                                                                                                                                                                                                              Board
                                                                                                                                                                                                              shall
                                                                                                                                                                                                              be
                                                                                                                                                                                                              deemed
                                                                                                                                                                                                              to
                                                                                                                                                                                                              be
                                                                                                                                                                                                              part
                                                                                                                                                                                                              of
                                                                                                                                                                                                              the
                                                                                                                                                                                                              Plan,
                                                                                                                                                                                                              but
                                                                                                                                                                                                              each
                                                                                                                                                                                                              supplement
                                                                                                                                                                                                              shall
                                                                                                                                                                                                              apply
                                                                                                                                                                                                              only
                                                                                                                                                                                                              to
                                                                                                                                                                                                              Participants
                                                                                                                                                                                                              within
                                                                                                                                                                                                              the
                                                                                                                                                                                                              affected
                                                                                                                                                                                                              jurisdiction
                                                                                                                                                                                                              and
                                                                                                                                                                                                              the
                                                                                                                                                                                                              Company
                                                                                                                                                                                                              shall
                                                                                                                                                                                                              not
                                                                                                                                                                                                              be
                                                                                                                                                                                                              required
                                                                                                                                                                                                              to
                                                                                                                                                                                                              provide
                                                                                                                                                                                                              copies
                                                                                                                                                                                                              of
                                                                                                                                                                                                              any
                                                                                                                                                                                                              supplement
                                                                                                                                                                                                              to
                                                                                                                                                                                                              Participants
                                                                                                                                                                                                              in
                                                                                                                                                                                                              any
                                                                                                                                                                                                              jurisdiction
                                                                                                                                                                                                              which
                                                                                                                                                                                                              is
                                                                                                                                                                                                              not
                                                                                                                                                                                                              the
                                                                                                                                                                                                              subject
                                                                                                                                                                                                              of
                                                                                                                                                                                                              such
                                                                                                                                                                                                              supplement.
	 	 	 
		f.	Provisions
                                                                                                                                                                                                              for
                                                                                                                                                                                                              Foreign
                                                                                                                                                                                                              Participants.
                                                                                                                                                                                                              The
                                                                                                                                                                                                              Board
                                                                                                                                                                                                              may
                                                                                                                                                                                                              modify
                                                                                                                                                                                                              Awards
                                                                                                                                                                                                              granted
                                                                                                                                                                                                              to
                                                                                                                                                                                                              Participants
                                                                                                                                                                                                              who
                                                                                                                                                                                                              are
                                                                                                                                                                                                              foreign
                                                                                                                                                                                                              nationals
                                                                                                                                                                                                              or
                                                                                                                                                                                                              employed
                                                                                                                                                                                                              outside
                                                                                                                                                                                                              the
                                                                                                                                                                                                              United
                                                                                                                                                                                                              States
                                                                                                                                                                                                              or
                                                                                                                                                                                                              establish
                                                                                                                                                                                                              sub-plans
                                                                                                                                                                                                              or
                                                                                                                                                                                                              procedures
                                                                                                                                                                                                              under
                                                                                                                                                                                                              the
                                                                                                                                                                                                              Plan
                                                                                                                                                                                                              to
                                                                                                                                                                                                              recognize
                                                                                                                                                                                                              differences
                                                                                                                                                                                                              in
                                                                                                                                                                                                              laws,
                                                                                                                                                                                                              rules,
                                                                                                                                                                                                              regulations
                                                                                                                                                                                                              or
                                                                                                                                                                                                              customs
                                                                                                                                                                                                              of
                                                                                                                                                                                                              such
                                                                                                                                                                                                              foreign
                                                                                                                                                                                                              jurisdictions
                                                                                                                                                                                                              with
                                                                                                                                                                                                              respect
                                                                                                                                                                                                              to
                                                                                                                                                                                                              tax,
                                                                                                                                                                                                              securities,
                                                                                                                                                                                                              currency,
                                                                                                                                                                                                              employee
                                                                                                                                                                                                              benefit
                                                                                                                                                                                                              or
                                                                                                                                                                                                              other
                                                                                                                                                                                                              matters.
	 	 	 
		g.	Effective
                                                                                                                                                                                                              Date
                                                                                                                                                                                                              and
                                                                                                                                                                                                              Term
                                                                                                                                                                                                              of
                                                                                                                                                                                                              Plan.
                                                                                                                                                                                                              The
                                                                                                                                                                                                              Plan
                                                                                                                                                                                                              shall
                                                                                                                                                                                                              become
                                                                                                                                                                                                              effective
                                                                                                                                                                                                              on
                                                                                                                                                                                                              the
                                                                                                                                                                                                              date
                                                                                                                                                                                                              on
                                                                                                                                                                                                              which
                                                                                                                                                                                                              it
                                                                                                                                                                                                              is
                                                                                                                                                                                                              adopted
                                                                                                                                                                                                              by
                                                                                                                                                                                                              the
                                                                                                                                                                                                              Board.
                                                                                                                                                                                                              No
                                                                                                                                                                                                              Awards
                                                                                                                                                                                                              shall
                                                                                                                                                                                                              be
                                                                                                                                                                                                              granted
                                                                                                                                                                                                              under
                                                                                                                                                                                                              the
                                                                                                                                                                                                              Plan
                                                                                                                                                                                                              after
                                                                                                                                                                                                              the
                                                                                                                                                                                                              completion
                                                                                                                                                                                                              of
                                                                                                                                                                                                              ten
                                                                                                                                                                                                              years
                                                                                                                                                                                                              from
                                                                                                                                                                                                              the
                                                                                                                                                                                                              date
                                                                                                                                                                                                              on
                                                                                                                                                                                                              which
                                                                                                                                                                                                              the
                                                                                                                                                                                                              Plan
                                                                                                                                                                                                              was
                                                                                                                                                                                                              adopted
                                                                                                                                                                                                              by
                                                                                                                                                                                                              the
                                                                                                                                                                                                              Board,
                                                                                                                                                                                                              but
                                                                                                                                                                                                              Awards
                                                                                                                                                                                                              previously
                                                                                                                                                                                                              granted
                                                                                                                                                                                                              may
                                                                                                                                                                                                              extend
                                                                                                                                                                                                              beyond
                                                                                                                                                                                                              that
                                                                                                                                                                                                              date.
	 	 	 
		h.	Amendment
                                                                                                                                                                                                              of
                                                                                                                                                                                                              Plan.
                                                                                                                                                                                                              The
                                                                                                                                                                                                              Board
                                                                                                                                                                                                              may
                                                                                                                                                                                                              amend,
                                                                                                                                                                                                              suspend
                                                                                                                                                                                                              or
                                                                                                                                                                                                              terminate
                                                                                                                                                                                                              the
                                                                                                                                                                                                              Plan
                                                                                                                                                                                                              or
                                                                                                                                                                                                              any
                                                                                                                                                                                                              portion
                                                                                                                                                                                                              thereof
                                                                                                                                                                                                              at
                                                                                                                                                                                                              any
                                                                                                                                                                                                              time.
	 	 	 
		i.	Governing
                                                                                                                                                                                                              Law.
                                                                                                                                                                                                              The
                                                                                                                                                                                                              provisions
                                                                                                                                                                                                              of
                                                                                                                                                                                                              the
                                                                                                                                                                                                              Plan
                                                                                                                                                                                                              and
                                                                                                                                                                                                              all
                                                                                                                                                                                                              Awards
                                                                                                                                                                                                              made
                                                                                                                                                                                                              hereunder
                                                                                                                                                                                                              shall
                                                                                                                                                                                                              be
                                                                                                                                                                                                              governed
                                                                                                                                                                                                              by
                                                                                                                                                                                                              and
                                                                                                                                                                                                              interpreted
                                                                                                                                                                                                              in
                                                                                                                                                                                                              accordance
                                                                                                                                                                                                              with
                                                                                                                                                                                                              the
                                                                                                                                                                                                              laws
                                                                                                                                                                                                              of
                                                                                                                                                                                                              Delaware,
                                                                                                                                                                                                              without
                                                                                                                                                                                                              regard
                                                                                                                                                                                                              to
                                                                                                                                                                                                              any
                                                                                                                                                                                                              applicable
                                                                                                                                                                                                              conflicts
                                                                                                                                                                                                              of
                                                                                                                                                                                                              law.



 


Adopted
by the Board
of Directors on May 30, 2014


 


Approved
by the stockholders
on (to be determined)


 









    	- 6 -



    	 



    

 





	 	COATES INTERNATIONAL LTD.	 
	 	 
	Form of Stock Option Agreement 	 
	under	 
	2014 Stock Option and Incentive Plan	 
	Stock Option Agreement	 
	 	 







 


Coates
International Ltd. (the “Company”) hereby grants the following stock option pursuant to its 2006 Stock Option
and Incentive Plan. The terms and conditions attached hereto are also a part hereof.


 


	Name
    of optionee (the “Optionee”):	 
	 	 
	Date
    of this option grant:	 
	 	 
	Number
    of shares of the Company’s Common Stock subject to this option (“Shares”):	 
	 	 
	Option
    exercise price per share:	 
	 	 
	Shares
    that are subject to vesting schedule:	 
	 	 
	Service
Inception Date
	 
	 	 
	Expiration
    Date	 


 


Vesting
Schedule:


 


	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	All
    vesting is dependent on the continuation of a Business Relationship with the Company, except as otherwise provided herein.
	Payment
    alternatives (specify any or all of Section 7(a)(i) though (iv):	7(a)(10),
    (ii), (iii) and (IV)


 


This
option satisfies in full all commitments that the Company has to the Optionee with respect to the issuance of stock, stock options
or other equity securities.


 


	 	Coates
International Ltd.



	 	 	 
	 	By:	

        

        

			Name
	 	 	Corporate
        Secretary



 


		 	 	 
	Optionee	 	 	 
	Street
    Address	 	Approved:	
	City,
    State, Zip Code	 	 	Name
	 	 	 	President and CEO
	 	 	 	 
	 	 	Approved:	
	 	 	 	Name
	 	 	 	Treasurer and CFO


 









    	- 7 -



    	 



    

 


THIS
STOCK OPTION AGREEMENT IS TO BE ATTACHED TO AND MADE AN INTEGRAL PART OF THE STOCK OPTION CERTIFICATE WITH THE MATCHING CERTIFICATE
NUMBER APPEARING ABOVE AND BEARING THE OFFICIAL SEAL OF COATES INTERNATIONAL, LTD. AND DULY SIGNED BY THE AUTHORIZED OFFICERS
OF COATES INTERNATIONAL, LTD.


 


1.     Grant
under Plan. This option is granted pursuant to and is governed by the Company’s 2006 Stock Option and Incentive Plan
(the “Plan”) and, unless the context otherwise requires, terms used herein shall have the same meaning as in
the Plan.


 


2.     Grant
as Non-Qualified Stock Option. This option is a non-statutory stock option and is not intended to qualify as an incentive
stock option under Section 422 of the Internal Revenue Code of 1986, as amended, and the regulations thereunder (the “Code”).


 


3.     Vesting
of Option.


 


(a)     Vesting
if Business Relationship Continues. The Optionee may exercise this option on or after the date of this option grant for the
number of shares of Common Stock, if any, set forth on the cover page hereof. If the Optionee has continuously maintained a Business
Relationship (as defined below) with the Company through the dates listed on the vesting schedule set forth on the cover page
hereof, the Optionee may exercise this option for the additional number of shares of Common Stock set opposite the applicable
vesting date. Notwithstanding the foregoing, the Board may, in its discretion, accelerate the date that any installment of this
option becomes exercisable. The foregoing rights are cumulative and may be exercised only before the date which is fifteen years
from the date of this option grant.


 


(b)     Accelerated
Vesting Due to Acquisition. In the event an Acquisition that is not a Private Transaction occurs while the Optionee maintains
a Business Relationship with the Company and this option has not fully vested, this option shall become exercisable for all of
the then number of Shares as to which it has not vested, such vesting to occur immediately prior to the closing of the Acquisition.
If the Optionee after the Acquisition terminates his or her Business Relationship for good reason (as defined below) or the Company
or the acquirer terminates the Business Relationship without Cause (as defined below), then any unvested portions of this option
may be exercised (to the extent otherwise exercisable on the date of termination).


 


(c)     Definitions.
The following definitions shall apply:


 


“Acquisition”
means (i) the sale of the Company by merger in which the shareholders of the Company in their capacity as such no longer own a
majority of the outstanding equity securities of the Company (or its successor); or (ii) any sale of all or substantially all
of the assets or capital stock of the Company (other than in a spin-off or similar transaction) or (iii) any other acquisition
of the business of the Company, as determined by the Board.


 


“Business
Relationship” means service to the Company or its successor in the capacity of an employee, officer, director or consultant.


 






    	- 8 -



    	 



    

 


“Cause”
means: (i) gross negligence or willful malfeasance in the performance of the Optionee’s work or a breach of fiduciary duty
or confidentiality obligations to the Company by the Optionee; (ii) failure to follow the proper directions of the Optionee's
direct or indirect supervisor after written notice of such failure; (iii) the commission by the Optionee of illegal conduct relating
to the Company; (iv) disregard by the Optionee of the material rules or material policies of the Company which has not been cured
within 15 days after notice thereof from the Company; or (v) intentional acts on the part of the Optionee that have generated
material adverse publicity toward or about the Company.


 


“Good
Reason” means, with respect to an Optionee who is an employee: (i) the failure of the Company to pay any wages
due to the Optionee within five days after written notice thereof from the Optionee or (ii) a reduction in the Optionee’s
salary from that on the date of this agreement, other than as part of a salary reduction program among multiple employees or (iii) a
demotion of the Optionee to a non-executive position with the Company. “Good Reason” means, with respect to
an Optionee who is not an employee, a breach by the Company of the terms of its relationship with the Optionee that continues
for five days after notice.


 


“Private
Transaction” means any Acquisition where the consideration received or retained by the holders of the then outstanding
capital stock of the Company does not consist of (i) cash or cash equivalent consideration, (ii) securities which are registered
under the Securities Act and/or (iii) securities for which the Company or any other issuer thereof has agreed, including pursuant
to a demand, to file a registration statement within ninety (90) days of completion of the transaction for resale to the public
pursuant to the Securities Act.


 


4.     Termination
of Business Relationship.


 


(a)     Termination.
If the Optionee’s Business Relationship with the Company ceases, involuntarily, with cause, or if Optionee voluntarily severs
his employment relationship with the Company without Good Reason. Any determination under this agreement as to the status of a
Business Relationship or other matters referred to above shall be made in good faith by the Board of Directors of the Company.
In the event this Agreement is terminated by the Employer without Cause or by Executive for Good Reason, all Stock Options granted
prior thereto shall immediately and fully vest upon such termination.


 


(b)     Employment Status. For purposes hereof, only with respect to employees of the Company, employment shall not
be considered as having terminated during any leave of absence if such leave of absence has been approved in writing by
the Company and if such written approval contractually obligates the Company to continue the employment of the Optionee after
the approved period of absence; in the event of such an approved leave of absence, vesting of this option shall be suspended (and
the period of the leave of absence shall be added to all vesting dates) unless otherwise provided in the Company’s written
approval of the leave of absence. For purposes hereof, a termination of employment followed by another Business Relationship shall
be deemed a termination of the Business Relationship with all vesting to cease unless the Company enters into a written agreement
related to such other Business Relationship in which it is specifically stated that there is no termination of the Business Relationship
under this agreement. This option shall not be affected by any change of employment within or among the Company and its Subsidiaries
so long as the Optionee continuously remains an employee of the Company or any Subsidiary.


 






    	- 9 -



    	 



    

 


(c)     Termination
for Cause. If the Business Relationship of the Optionee is terminated for Cause (as defined above), this option may no longer
be exercised from and after the Optionee’s receipt of written notice of such termination.


 


5.     Death;
Disability.


 


(a)     Death.
Upon the death of the Optionee while the Optionee is maintaining a Business Relationship with the Company, this option may be
exercised, to the extent otherwise exercisable on the date of the Optionee’s death, by the Optionee’s estate, personal
representative or beneficiary to whom this option has been transferred pursuant to Section 10, only at any time within six
months after the date of death, but not later than the scheduled expiration date.


 


(b)     Disability.
If the Optionee ceases to maintain a Business Relationship with the Company by reason of his or her disability, this option may
be exercised, to the extent otherwise exercisable on the date of cessation of the Business Relationship, only at any time within
six months after such cessation of the Business Relationship, but not later than the scheduled expiration date. For purposes hereof,
“disability” means “permanent and total disability” as defined in Section 22(e)(3) of the
Code.


 


6.     Partial
Exercise. This option may be exercised in part at any time and from time to time within the above limits, except that this
option may not be exercised for a fraction of a share.


 


7.     Payment
of Exercise Price.


 


(a)     Payment
Options. The exercise price shall be paid by one or any combination of the following forms of payment that are applicable
to this option, as indicated on the cover page hereof:


 


		(i)	by
                                                                                                                                                                                                               check
                                                                                                                                                                                                               payable
                                                                                                                                                                                                               to
                                                                                                                                                                                                               the
                                                                                                                                                                                                               order
                                                                                                                                                                                                               of
                                                                                                                                                                                                               the
                                                                                                                                                                                                               Company;
                                                                                                                                                                                                               or
	 	 	 
		(ii)	delivery
                                                                                                                                                                                                                of
                                                                                                                                                                                                                an
                                                                                                                                                                                                                irrevocable
                                                                                                                                                                                                                and
                                                                                                                                                                                                                unconditional
                                                                                                                                                                                                                undertaking,
                                                                                                                                                                                                                satisfactory
                                                                                                                                                                                                                in
                                                                                                                                                                                                                form
                                                                                                                                                                                                                and
                                                                                                                                                                                                                substance
                                                                                                                                                                                                                to
                                                                                                                                                                                                                the
                                                                                                                                                                                                                Company,
                                                                                                                                                                                                                by
                                                                                                                                                                                                                a
                                                                                                                                                                                                                creditworthy
                                                                                                                                                                                                                broker
                                                                                                                                                                                                                to
                                                                                                                                                                                                                deliver
                                                                                                                                                                                                                promptly
                                                                                                                                                                                                                to
                                                                                                                                                                                                                the
                                                                                                                                                                                                                Company
                                                                                                                                                                                                                sufficient
                                                                                                                                                                                                                funds
                                                                                                                                                                                                                to
                                                                                                                                                                                                                pay
                                                                                                                                                                                                                the
                                                                                                                                                                                                                exercise
                                                                                                                                                                                                                price,
                                                                                                                                                                                                                or
                                                                                                                                                                                                                delivery
                                                                                                                                                                                                                by
                                                                                                                                                                                                                the
                                                                                                                                                                                                                Optionee
                                                                                                                                                                                                                to
                                                                                                                                                                                                                the
                                                                                                                                                                                                                Company
                                                                                                                                                                                                                of
                                                                                                                                                                                                                a
                                                                                                                                                                                                                copy
                                                                                                                                                                                                                of
                                                                                                                                                                                                                irrevocable
                                                                                                                                                                                                                and
                                                                                                                                                                                                                unconditional
                                                                                                                                                                                                                instructions,
                                                                                                                                                                                                                satisfactory
                                                                                                                                                                                                                in
                                                                                                                                                                                                                form
                                                                                                                                                                                                                and
                                                                                                                                                                                                                substance
                                                                                                                                                                                                                to
                                                                                                                                                                                                                the
                                                                                                                                                                                                                Company,
                                                                                                                                                                                                                to
                                                                                                                                                                                                                a
                                                                                                                                                                                                                creditworthy
                                                                                                                                                                                                                broker
                                                                                                                                                                                                                to
                                                                                                                                                                                                                deliver
                                                                                                                                                                                                                promptly
                                                                                                                                                                                                                to
                                                                                                                                                                                                                the
                                                                                                                                                                                                                Company
                                                                                                                                                                                                                cash
                                                                                                                                                                                                                or
                                                                                                                                                                                                                a
                                                                                                                                                                                                                check
                                                                                                                                                                                                                sufficient
                                                                                                                                                                                                                to
                                                                                                                                                                                                                pay
                                                                                                                                                                                                                the
                                                                                                                                                                                                                exercise
                                                                                                                                                                                                                price;
                                                                                                                                                                                                                or
	 	 	 
		(iii)	subject
                                                                                                                                                                                                                 to
                                                                                                                                                                                                                 Section 7(b)
                                                                                                                                                                                                                 below,
                                                                                                                                                                                                                 if
                                                                                                                                                                                                                 the
                                                                                                                                                                                                                 Common
                                                                                                                                                                                                                 Stock
                                                                                                                                                                                                                 is
                                                                                                                                                                                                                 then
                                                                                                                                                                                                                 traded
                                                                                                                                                                                                                 on
                                                                                                                                                                                                                 a
                                                                                                                                                                                                                 national
                                                                                                                                                                                                                 securities
                                                                                                                                                                                                                 exchange
                                                                                                                                                                                                                 or
                                                                                                                                                                                                                 on
                                                                                                                                                                                                                 the
                                                                                                                                                                                                                 Nasdaq
                                                                                                                                                                                                                 National
                                                                                                                                                                                                                 Market
                                                                                                                                                                                                                 (or
                                                                                                                                                                                                                 successor
                                                                                                                                                                                                                 trading
                                                                                                                                                                                                                 system),
                                                                                                                                                                                                                 by
                                                                                                                                                                                                                 delivery
                                                                                                                                                                                                                 of
                                                                                                                                                                                                                 shares
                                                                                                                                                                                                                 of
                                                                                                                                                                                                                 Common
                                                                                                                                                                                                                 Stock
                                                                                                                                                                                                                 having
                                                                                                                                                                                                                 a
                                                                                                                                                                                                                 fair
                                                                                                                                                                                                                 market
                                                                                                                                                                                                                 value
                                                                                                                                                                                                                 equal
                                                                                                                                                                                                                 as
                                                                                                                                                                                                                 of
                                                                                                                                                                                                                 the
                                                                                                                                                                                                                 date
                                                                                                                                                                                                                 of
                                                                                                                                                                                                                 exercise
                                                                                                                                                                                                                 to
                                                                                                                                                                                                                 the
                                                                                                                                                                                                                 option
                                                                                                                                                                                                                 price;
                                                                                                                                                                                                                 or
	 	 	 
		(iv)	by
                                                                                                                                                                                                                check
                                                                                                                                                                                                                payable
                                                                                                                                                                                                                to
                                                                                                                                                                                                                the
                                                                                                                                                                                                                order
                                                                                                                                                                                                                of
                                                                                                                                                                                                                the
                                                                                                                                                                                                                Company
                                                                                                                                                                                                                for
                                                                                                                                                                                                                the
                                                                                                                                                                                                                par
                                                                                                                                                                                                                value
                                                                                                                                                                                                                of
                                                                                                                                                                                                                the
                                                                                                                                                                                                                shares
                                                                                                                                                                                                                being
                                                                                                                                                                                                                purchased
                                                                                                                                                                                                                plus
                                                                                                                                                                                                                delivery
                                                                                                                                                                                                                of
                                                                                                                                                                                                                the
                                                                                                                                                                                                                Optionee’s
                                                                                                                                                                                                                five-year
                                                                                                                                                                                                                personal
                                                                                                                                                                                                                full
                                                                                                                                                                                                                recourse
                                                                                                                                                                                                                promissory
                                                                                                                                                                                                                note
                                                                                                                                                                                                                for
                                                                                                                                                                                                                the
                                                                                                                                                                                                                balance
                                                                                                                                                                                                                of
                                                                                                                                                                                                                the
                                                                                                                                                                                                                exercise
                                                                                                                                                                                                                price,
                                                                                                                                                                                                                with
                                                                                                                                                                                                                such
                                                                                                                                                                                                                note
                                                                                                                                                                                                                bearing
                                                                                                                                                                                                                interest
                                                                                                                                                                                                                payable
                                                                                                                                                                                                                not
                                                                                                                                                                                                                less
                                                                                                                                                                                                                than
                                                                                                                                                                                                                annually
                                                                                                                                                                                                                at
                                                                                                                                                                                                                the
                                                                                                                                                                                                                applicable
                                                                                                                                                                                                                Federal
                                                                                                                                                                                                                rate,
                                                                                                                                                                                                                as
                                                                                                                                                                                                                defined
                                                                                                                                                                                                                in
                                                                                                                                                                                                                Section 1274(d)
                                                                                                                                                                                                                of
                                                                                                                                                                                                                the
                                                                                                                                                                                                                Code.



 






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In
the case of (iii) above, fair market value as of the date of exercise shall be determined as of the last business day for which
such prices or quotes are available prior to the date of exercise and shall mean (i) the last reported sale price (on that
date) of the Common Stock on the principal national securities exchange on which the Common Stock is traded, if the Common Stock
is then traded on a national securities exchange; or (ii) the last reported sale price (on that date) of the Common Stock
on the Nasdaq National Market (or successor trading system), if the Common Stock is not then traded on a national securities exchange.


 


(b)     Limitations
on Payment by Delivery of Common Stock. If Section 7(a)(iii) is applicable, and if the Optionee delivers Common Stock held
by the Optionee (“Old Stock”) to the Company in full or partial payment of the exercise price and the Old Stock
so delivered is subject to restrictions or limitations imposed by agreement between the Optionee and the Company, an equivalent
number of Shares shall be subject to all restrictions and limitations applicable to the Old Stock to the extent that the Optionee
paid for the Shares by delivery of Old Stock, in addition to any restrictions or limitations imposed by this agreement. Notwithstanding
the foregoing, the Optionee may not pay any part of the exercise price hereof by transferring Common Stock to the Company unless
such Common Stock has been owned by the Optionee free of any substantial risk of forfeiture for at least six months.


 


8.     Securities
Laws Restrictions on Resale. Until registered under the Securities Act of 1933, as amended, or any successor statute (the
“Securities Act”), the Shares will be illiquid and will be deemed to be “restricted securities”
for purposes of the Securities Act. Accordingly, such shares must be sold in compliance with the registration requirements of
the Securities Act or an exemption therefrom and may need to be held indefinitely. Unless the Shares have been registered under
the Securities Act, each certificate evidencing any of the Shares shall bear a restrictive legend specified by the Company.


 


9.     Method
of Exercising Option. Subject to the terms and conditions of this agreement, this option may be exercised by written notice
to the Company at its principal executive office, or to such transfer agent as the Company shall designate. Such notice shall
state the election to exercise this option and the number of Shares for which it is being exercised and shall be signed by the
person or persons so exercising this option. Such notice shall be accompanied by payment of the full purchase price of such shares,
and the Company shall deliver a certificate or certificates representing such shares as soon as practicable after the notice shall
be received. Such certificate or certificates shall be registered in the name of the person or persons so exercising this option
(or, if this option shall be exercised by the Optionee and if the Optionee shall so request in the notice exercising this option,
shall be registered in the name of the Optionee and another person jointly, with right of survivorship). In the event this option
shall be exercised, pursuant to Section 5 hereof, by any person or persons other than the Optionee, such notice shall be
accompanied by appropriate proof of the right of such person or persons to exercise this option.


 


10.     Option
Not Transferable. This option is not transferable or assignable except by will or by the laws of descent and distribution.
During the Optionee’s lifetime only the Optionee can exercise this option.


 


11.     No
Obligation to Exercise Option. The grant and acceptance of this option imposes no obligation on the Optionee to exercise it.


 


12.     No
Obligation to Continue Business Relationship. Neither the Plan, this agreement, nor the grant of this option imposes any obligation
on the Company to continue the Optionee in employment or other Business Relationship.


 


13.     Adjustments.
Except as is expressly provided in the Plan with respect to certain changes in the capitalization of the Company, no adjustment
shall be made for dividends or similar rights for which the record date is prior to such date of exercise.


 


14.     Withholding
Taxes. If the Company in its discretion determines that it is obligated to withhold any tax in connection with the exercise
of this option, or in connection with the transfer of, or the lapse of restrictions on, any Common Stock or other property acquired
pursuant to this option, the Optionee hereby agrees that the Company may withhold from the Optionee’s wages or other remuneration
the appropriate amount of tax. At the discretion of the Company, the amount required to be withheld may be withheld in cash from
such wages or other remuneration or in kind from the Common Stock or other property otherwise deliverable to the Optionee on exercise
of this option. The Optionee further agrees that, if the Company does not withhold an amount from the Optionee’s wages or
other remuneration sufficient to satisfy the withholding obligation of the Company, the Optionee will make reimbursement on demand,
in cash, for the amount underwithheld.


 






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15.     Lock-up
Agreement. The Optionee agrees that in the event that the Company effects an initial underwritten public offering of Common
Stock registered under the Securities Act, the Shares may not be sold, offered for sale or otherwise disposed of, directly or
indirectly, without the prior written consent of the managing underwriter(s) of the offering, for such period of time after the
execution of an underwriting agreement in connection with such offering that all of the Company’s then directors and executive
officers agree to be similarly bound.


 


16.     Arbitration.
Any dispute, controversy, or claim arising out of, in connection with, or relating to the performance of this agreement or its
termination shall be settled by arbitration in New Jersey, pursuant to the rules then obtaining of the American Arbitration Association.
Any award shall be final, binding and conclusive upon the parties and a judgment rendered thereon may be entered in any court
having jurisdiction thereof.


 


17.     Provision
of Documentation to Optionee. By signing this agreement the Optionee acknowledges receipt of a copy of this agreement and
a copy of the Plan.


 


18.     Miscellaneous.


 


(a)     Notices.
All notices hereunder shall be in writing and shall be deemed given when sent by mail, if to the Optionee, to the address set
forth below or at the address shown on the records of the Company, and if to the Company, to the Company’s principal executive
offices, attention of the Corporate Secretary.


 


(b)     Entire
Agreement; Modification. This agreement constitutes the entire agreement between the parties relative to the subject matter
hereof, and supersedes all proposals, written or oral, and all other communications between the parties relating to the subject
matter of this agreement. This agreement may be modified, amended or rescinded only by a written agreement executed by both parties.


 


(c)     Fractional Shares. If this option becomes exercisable for a fraction of a share because of the adjustment provisions
contained in the Plan, such fraction shall be rounded down.


 


(d)     Issuances
of Securities; Changes in Capital Structure. Except as expressly provided herein or in the Plan, no issuance by the Company
of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment
by reason thereof shall be made with respect to, the number or price of shares subject to this option. No adjustments need be
made for dividends paid in cash or in property other than securities of the Company. If there shall be any change in the Common
Stock of the Company through merger, consolidation, reorganization, recapitalization, stock dividend, stock split, combination
or exchange of shares, spin-off, split-up or other similar change in capitalization or event, the restrictions contained in this
agreement shall apply with equal force to additional and/or substitute securities, if any, received by the Optionee in exchange
for, or by virtue of his or her ownership of, Shares, except as otherwise determined by the Board.


 


(e)     Severability.
The invalidity, illegality or unenforceability of any provision of this agreement shall in no way affect the validity, legality
or enforceability of any other provision.


 


(f)     Successors
and Assigns. This agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors
and assigns, subject to the limitations set forth in Section 10 hereof.


 


(g)     Governing
Law. This agreement shall be governed by and interpreted in accordance with the laws of the State of Delaware, without giving
effect to the principles of the conflicts of laws thereof.


 


 


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