In the event that for any reason the Committee is unable to act or if the Committee at thetime of any grant, award or other acquisition under the Plan does not consist of two or moreNon-Employee Directors, or if there shall be no such Committee, or if the Board otherwisedetermines to administer the Plan, then the Plan shall be administered by the Board, and referencesherein to the Committee (except in the proviso to this sentence) shall be deemed to be referencesto the Board, and any such grant, award or other acquisition may be approved or ratified in anyother manner contemplated by subparagraph (d) of Rule 16b-3; provided, however,that grants to the Company’s Chief Executive Officer or to any of the Company’s other four mosthighly compensated officers that are intended to qualify as performance-based compensation underSection 162(m) of the Code may only be granted by the Committee. 3. **Designation of Optionees and Grantees.**The persons eligible for participation in the Plan as recipients of Options (the“Optionees”) or Restricted Stock (the “Grantees” and together with Optionees, the“Participants”) shall include directors, officers and employees of, and consultants andadvisors to, the Company or any Subsidiary; provided that Incentive Options may only be granted toemployees of the Company and any Subsidiary. In selecting Participants, and in determining thenumber of shares to be covered by each Option or award of Restricted Stock granted to Participants,the Committee may consider any factors it deems relevant, including, without limitation, the officeor position held by the Participant or the Participant’s relationship to the Company, theParticipant’s degree of responsibility for and contribution to the growth and success of theCompany or any Subsidiary, the Participant’s length of service, promotions and potential. AParticipant who has been granted an Option or Restricted Stock hereunder may be granted anadditional Option or Options, or Restricted Stock if the Committee shall so determine. 4. **Stock Reserved for the Plan.**Subject to adjustment as provided in Section 8 hereof, a total of 2,500,000 shares of theCompany’s common stock, par value $0.001 per share (the “Stock”), shall be subject to thePlan. The maximum number of shares of Stock that may be subject to Options granted under the Planto any individual in any calendar year shall not exceed 2,400,000 shares, and the method ofcounting such shares shall conform to any requirements applicable to performance-based compensationunder Section 162(m) of the Code, if qualification as performance-based compensation under Section162(m) of the Code is intended. The shares of Stock subject to the Plan shall consist of unissuedshares, treasury shares or previously issued shares held by any Subsidiary of the Company, and suchnumber of shares of Stock shall be and is hereby reserved for such purpose. Any of such shares ofStock that may remain unissued and that are not subject to outstanding Options at the terminationof the Plan shall cease to be reserved for the purposes of the Plan, but until termination of thePlan the Company shall at all times reserve a sufficient number of shares of Stock to meet therequirements of the Plan. Should any Option or award of Restricted Stock expire or be canceledprior to its exercise or vesting in full or should the number of shares of Stock to be deliveredupon the exercise or vesting in full of an Option or award of Restricted Stock be reduced for anyreason, the shares of Stock theretofore subject to such Option or Restricted Stock may be subjectto future Options or Restricted Stock under the Plan, except where such reissuance is inconsistentwith the provisions of Section 162(m) of the Code where qualification as performance-basedcompensation under Section 162(m) of the Code is intended. 5. **Terms and Conditions of Options.**Options granted under the Plan shall be subject to the following conditions and shall containsuch additional terms and conditions, not inconsistent with the terms of the Plan, as the Committeeshall deem desirable:(a) Option Price. The purchase price of each share of Stock purchasable under anIncentive Option shall be determined by the Committee at the time of grant, but shall not be lessthan 100% of the Fair Market Value (as defined below) of such share of Stock on the date the Optionis granted; provided, however, that with respect to an Optionee who, at the timesuch Incentive Option is granted, owns (within the meaning of Section 424(d) of the Code) more than10% of the total combined voting power of all classes of stock of the Company or of any Subsidiary,the purchase price per share of Stock shall be at least 110% of the Fair Market Value per share ofStock on the date of grant. The purchase price of each share of Stock purchasable under aNonqualified Option shall not be less than 100% of the Fair Market Value of such share of Stock on the date the Optionis granted. The exercise price for each Option shall be subject to adjustment as provided inSection 8 below.
 
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“Fair Market Value” means the closing price on the final trading dayimmediately prior to the grant date of the Stock on the principal securities exchange on whichshares of Stock are listed (if the shares of Stock are so listed), or on the NASDAQ Stock Market orOTC Bulletin Board (if the shares of Stock are regularly quoted on the NASDAQ Stock Market or OTCBulletin Board, as the case may be), or, if not so listed, the mean between the closing bid andasked prices of publicly traded shares of Stock in the over the counter market, or, if such bid andasked prices shall not be available, as reported by any nationally recognized quotation serviceselected by the Company, or as determined by the Committee in a manner consistent with theprovisions of the Code. Anything in this Section 5(a) to the contrary notwithstanding, in no eventshall the purchase price of a share of Stock be less than the minimum price permitted under therules and policies of any national securities exchange on which the shares of Stock are listed.(b) Option Term. The term of each Option shall be fixed by the Committee, but noOption shall be exercisable more than ten years after the date such Option is granted and in thecase of an Incentive Option granted to an Optionee who, at the time such Incentive Option isgranted, owns (within the meaning of Section 424(d) of the Code) more than 10% of the totalcombined voting power of all classes of stock of the Company or of any Subsidiary, no suchIncentive Option shall be exercisable more than five years after the date such Incentive Option isgranted.(c) Exercisability. Subject to Section 5(j) hereof, Options shall be exercisable atsuch time or times and subject to such terms and conditions as shall be determined by the Committeeat the time of grant; provided, however, that in the absence of any Option vestingperiods designated by the Committee at the time of grant, Options shall vest and become exercisableas to one-third of the total number of shares subject to the Option on each of the first, secondand third anniversaries of the date of grant; and provided further that no Options shall beexercisable until such time as any vesting limitation required by Section 16 of the Exchange Act,and related rules, shall be satisfied if such limitation shall be required for continued validityof the exemption provided under Rule 16b-3(d)(3).Upon the occurrence of a “Change in Control” (as hereinafter defined), the Committee mayaccelerate the vesting and exercisability of outstanding Options, in whole or in part, asdetermined by the Committee in its sole discretion. In its sole discretion, the Committee may alsodetermine that, upon the occurrence of a Change in Control, each outstanding Option shall terminatewithin a specified number of days after notice to the Optionee thereunder, and each such Optioneeshall receive, with respect to each share of Company Stock subject to such Option, an amount equalto the excess of the Fair Market Value of such shares immediately prior to such Change in Controlover the exercise price per share of such Option; such amount shall be payable in cash, in one ormore kinds of property (including the property, if any, payable in the transaction) or acombination thereof, as the Committee shall determine in its sole discretion.For purposes of the Plan, unless otherwise defined in an employment agreement between theCompany and the relevant Optionee, a Change in Control shall be deemed to have occurred if:(i) a tender offer (or series of related offers) shall be made and consummated for theownership of 50% or more of the outstanding voting securities of the Company, unless as a result ofsuch tender offer more than 50% of the outstanding voting securities of the surviving or resultingcorporation shall be owned in the aggregate by the stockholders of the Company (as of the timeimmediately prior to the commencement of such offer), any employee benefit plan of the Company orits Subsidiaries, and their affiliates;(ii) the Company shall be merged or consolidated with another corporation, unless as a resultof such merger or consolidation more than 50% of the outstanding voting securities of the survivingor resulting corporation shall be owned in the aggregate by the stockholders of the Company (as ofthe time immediately prior to such transaction), any employee benefit plan of the Company or itsSubsidiaries, and their affiliates;
 
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(iii) the Company shall sell substantially all of its assets to another corporation that isnot wholly owned by the Company, unless as a result of such sale more than 50% of such assets shallbe owned in the aggregate by the stockholders of the Company (as of the time immediately prior tosuch transaction), any employee benefit plan of the Company or its Subsidiaries and theiraffiliates; or(iv) a Person (as defined below) shall acquire 50% or more of the outstanding votingsecurities of the Company (whether directly, indirectly, beneficially or of record), unless as aresult of such acquisition more than 50% of the outstanding voting securities of the surviving orresulting corporation shall be owned in the aggregate by the stockholders of the Company (as of thetime immediately prior to the first acquisition of such securities by such Person), any employeebenefit plan of the Company or its Subsidiaries, and their affiliates.Notwithstanding the foregoing, if Change of Control is defined in an employment agreement betweenthe Company and the relevant Optionee, then, with respect to such Optionee, Change of Control shallhave the meaning ascribed to it in such employment agreement.For purposes of this Section 5(c), ownership of voting securities shall take into account andshall include ownership as determined by applying the provisions of Rule 13d-3(d)(I)(i) (as ineffect on the date hereof) under the Exchange Act. In addition, for such purposes, “Person” shallhave the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections13(d) and 14(d) thereof; provided, however, that a Person shall not include (A) theCompany or any of its Subsidiaries; (B) a trustee or other fiduciary holding securities under anemployee benefit plan of the Company or any of its Subsidiaries; (C) an underwriter temporarilyholding securities pursuant to an offering of such securities; or (D) a corporation owned, directlyor indirectly, by the stockholders of the Company in substantially the same proportion as theirownership of stock of the Company.(d) Method of Exercise. Options to the extent then exercisable may be exercised inwhole or in part at any time during the option period, by giving written notice to the Companyspecifying the number of shares of Stock to be purchased, accompanied by payment in full of thepurchase price, in cash, or by check or such other instrument as may be acceptable to theCommittee. As determined by the Committee, in its sole discretion, at or after grant, payment infull or in part may be made at the election of the Optionee (i) in the form of Stock owned by theOptionee (based on the Fair Market Value of the Stock which is not the subject of any pledge orsecurity interest, (ii) in the form of shares of Stock withheld by the Company from the shares ofStock otherwise to be received with such withheld shares of Stock having a Fair Market Value equalto the exercise price of the Option, or (iii) by a combination of the foregoing, such Fair MarketValue determined by applying the principles set forth in Section 5(a), provided that the combinedvalue of all cash and cash equivalents and the Fair Market Value of any shares surrendered to theCompany is at least equal to such exercise price and except with respect to (ii) above, such methodof payment will not cause a disqualifying disposition of all or a portion of the Stock receivedupon exercise of an Incentive Option. An Optionee shall have the right to dividends and otherrights of a stockholder with respect to shares of Stock purchased upon exercise of an Option atsuch time as the Optionee (i) has given written notice of exercise and has paid in full for suchshares, and (ii) has satisfied such conditions that may be imposed by the Company with respect tothe withholding of taxes.(e) Non-transferability of Options. Options are not transferable and may be exercisedsolely by the Optionee during his lifetime or after his death by the person or persons entitledthereto under his will or the laws of descent and distribution. The Committee, in its solediscretion, may permit a transfer of a Nonqualified Option to (i) a trust for the benefit of theOptionee, (ii) a member of the Optionee’s immediate family (or a trust for his or her benefit) or(iii) pursuant to a domestic relations order. Any attempt to transfer, assign, pledge or otherwisedispose of, or to subject to execution, attachment or similar process, any Option contrary to theprovisions hereof shall be void and ineffective and shall give no right to the purportedtransferee.(f) Termination by Death. Unless otherwise determined by the Committee, if anyOptionee’s employment with or service to the Company or any Subsidiary terminates by reason ofdeath, the Option may thereafter be exercised, to the extent then exercisable (or on suchaccelerated basis as the Committee shall determine at or after grant), by the legal representativeof the estate or by the legatee of the Optionee under the will of the Optionee, for a period of one(1) year after the date of such death (or, if later, such time as the Option may beexercised pursuant to Section 14(d) hereof) or until the expiration of the stated term of suchOption as provided under the Plan, whichever period is shorter.
 
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(g) Termination by Reason of Disability. Unless otherwise determined by the Committee,if any Optionee’s employment with or service to the Company or any Subsidiary terminates by reasonof Disability (as defined below), then any Option held by such Optionee may thereafter beexercised, to the extent it was exercisable at the time of termination due to Disability (or onsuch accelerated basis as the Committee shall determine at or after grant), but may not beexercised after ninety (90) days after the date of such termination of employment or service (or,if later, such time as the Option may be exercised pursuant to Section 14(d) hereof) or theexpiration of the stated term of such Option, whichever period is shorter; provided,however, that, if the Optionee dies within such ninety (90) day period, any unexercisedOption held by such Optionee shall thereafter be exercisable to the extent to which it wasexercisable at the time of death for a period of one (1) year after the date of such death (or, iflater, such time as the Option may be exercised pursuant to Section 14(d) hereof) or for the statedterm of such Option, whichever period is shorter. “Disability” shall mean an Optionee’s total andpermanent disability; *provided*, that if Disability is defined in an employment agreement betweenthe Company and the relevant Optionee, then, with respect to such Optionee, Disability shall havethe meaning ascribed to it in such employment agreement.(h) Termination by Reason of Retirement. Unless otherwise determined by the Committee,if any Optionee’s employment with or service to the Company or any Subsidiary terminates by reasonof Normal or Early Retirement (as such terms are defined below), any Option held by such Optioneemay thereafter be exercised to the extent it was exercisable at the time of such Retirement (or onsuch accelerated basis as the Committee shall determine at or after grant), but may not beexercised after ninety (90) days after the date of such termination of employment or service (or,if later, such time as the Option may be exercised pursuant to Section 14(d) hereof) or theexpiration of the stated term of such Option, whichever date is earlier; provided,however, that, if the Optionee dies within such ninety (90) day period, any unexercisedOption held by such Optionee shall thereafter be exercisable, to the extent to which it wasexercisable at the time of death, for a period of one (1) year after the date of such death (or, iflater, such time as the Option may be exercised pursuant to Section 14(d) hereof) or for the statedterm of such Option, whichever period is shorter.For purposes of this paragraph (h), “Normal Retirement” shall mean retirement fromactive employment with the Company or any Subsidiary on or after the normal retirement datespecified in the applicable Company or Subsidiary pension plan or if no such pension plan, age 65,and “Early Retirement” shall mean retirement from active employment with the Company or anySubsidiary pursuant to the early retirement provisions of the applicable Company or Subsidiarypension plan or if no such pension plan, age 55.(i) Other Terminations. Unless otherwise determined by the Committee upon grant, ifany Optionee’s employment with or service to the Company or any Subsidiary is terminated by suchOptionee for any reason other than death, Disability, Normal or Early Retirement or Good Reason (asdefined below), the Option shall thereupon terminate, except that the portion of any Option thatwas exercisable on the date of such termination of employment or service may be exercised for thelesser of ninety (90) days after the date of termination (or, if later, such time as the Option maybe exercised pursuant to Section 14(d) hereof) or the balance of such Option’s term, which everperiod is shorter. The transfer of an Optionee from the employ of or service to the Company to theemploy of or service to a Subsidiary, or vice versa, or from one Subsidiary to another, shall notbe deemed to constitute a termination of employment or service for purposes of the Plan.(i) In the event that the Optionee’s employment or service with the Company or any Subsidiary isterminated by the Company or such Subsidiary for “cause” any unexercised portion of any Optionshall immediately terminate in its entirety. For purposes hereof, unless otherwise defined in anemployment agreement between the Company and the relevant Optionee, “Cause” shall exist upon agood-faith determination by the Board, following a hearing before the Board at which an Optioneewas represented by counsel and given an opportunity to be heard, that such Optionee has beenaccused of fraud, dishonesty or act detrimental to the interests of the Company or any Subsidiaryof Company or that such Optionee has been accused of or convicted of an act of willful and materialembezzlement or fraud against the Company or of a felony under any state or federal statute;provided, however, that it is specifically understood that “Cause” shall notinclude any act of commission or omission in the good-faith exerciseof such Optionee’s business judgment as a director, officer or employee of the Company, as the casemay be, or upon the advice of counsel to the Company. Notwithstanding the foregoing, if Cause isdefined in an employment agreement between the Company and the relevant Optionee, then, withrespect to such Optionee, Cause shall have the meaning ascribed to it in such employment agreement.
 
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(ii) In the event that an Optionee is removed as a director, officer or employee by theCompany at any time other than for “Cause” or resigns as a director, officer or employee for “GoodReason” the Option granted to such Optionee may be exercised by the Optionee, to the extent theOption was exercisable on the date such Optionee ceases to be a director, officer or employee. SuchOption may be exercised at any time within one (1) year after the date the Optionee ceases to be adirector, officer or employee (or, if later, such time as the Option may be exercised pursuant toSection 14(d) hereof), or the date on which the Option otherwise expires by its terms; which everperiod is shorter, at which time the Option shall terminate; provided, however, ifthe Optionee dies before the Options terminate and are no longer exercisable, the terms andprovisions of Section 5(f) shall control. For purposes of this Section 5(i), and unless otherwisedefined in an employment agreement between the Company and the relevant Optionee, Good Reason shallexist upon the occurrence of the following: (A) the assignment to Optionee of any duties inconsistent with theposition in the Company that Optionee held immediately prior to theassignment;  (B) a Change of Control resulting in a significant adverse alteration inthe status or conditions of Optionee’s participation with the Companyor other nature of Optionee’s responsibilities from those in effectprior to such Change of Control, including any significant alterationin Optionee’s responsibilities immediately prior to such Change inControl; and  (C) the failure by the Company to continue to provide Optionee withbenefits substantially similar to those enjoyed by Optionee prior tosuch failure.Notwithstanding the foregoing, if Good Reason is defined in an employment agreement between theCompany and the relevant Optionee, then, with respect to such Optionee, Good Reason shall have themeaning ascribed to it in such employment agreement.(j) Limit on Value of Incentive Option. The aggregate Fair Market Value, determined asof the date the Incentive Option is granted, of Stock for which Incentive Options are exercisablefor the first time by any Optionee during any calendar year under the Plan (and/or any other stockoption plans of the Company or any Subsidiary) shall not exceed $100,000. 6. **Terms and Conditions of Restricted Stock.**Restricted Stock may be granted under this Plan aside from, or in association with, any otheraward and shall be subject to the following conditions and shall contain such additional terms andconditions (including provisions relating to the acceleration of vesting of Restricted Stock upon aChange of Control), not inconsistent with the terms of the Plan, as the Committee shall deemdesirable:(a) Grantee rights. A Grantee shall have no rights to an award of Restricted Stockunless and until Grantee accepts the award within the period prescribed by the Committee and, ifthe Committee shall deem desirable, makes payment to the Company in cash, or by check or such otherinstrument as may be acceptable to the Committee. After acceptance and issuance of a certificate orcertificates, as provided for below, the Grantee shall have the rights of a stockholder withrespect to Restricted Stock subject to the non-transferability and forfeiture restrictionsdescribed in Section 6(d) below.(b) Issuance of Certificates. The Company shall issue in the Grantee’s name acertificate or certificates for the shares of Common Stock associated with the award promptly afterthe Grantee accepts such award.
 
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(c) Delivery of Certificates. Unless otherwise provided, any certificate orcertificates issued evidencing shares of Restricted Stock shall not be delivered to the Granteeuntil such shares are free of any restrictions specified by the Committee at the time of grant.(d) Forfeitability, Non-transferability of Restricted Stock. Shares of RestrictedStock are forfeitable until the terms of the Restricted Stock grant have been satisfied. Shares ofRestricted Stock are not transferable until the date on which the Committee has specified suchrestrictions have lapsed. Unless otherwise provided by the Committee at or after grant,distributions in the form of dividends or otherwise of additional shares or property in respect ofshares of Restricted Stock shall be subject to the same restrictions as such shares of RestrictedStock.(e) Change of Control. Upon the occurrence of a Change in Control as defined inSection 5(c), the Committee may accelerate the vesting of outstanding Restricted Stock, in whole orin part, as determined by the Committee, in its sole discretion.(f) Termination of Employment. Unless otherwise determined by the Committee at orafter grant, in the event the Grantee ceases to be an employee or otherwise associated with theCompany for any other reason, all shares of Restricted Stock theretofore awarded to him which arestill subject to restrictions shall be forfeited and the Company shall have the right to completethe blank stock power. The Committee may provide (on or after grant) that restrictions orforfeiture conditions relating to shares of Restricted Stock will be waived in whole or in part inthe event of termination resulting from specified causes, and the Committee may in other caseswaive in whole or in part restrictions or forfeiture conditions relating to Restricted Stock. 7. **Term of Plan.**No Option or award of Restricted Stock shall be granted pursuant to the Plan on or after thedate which is ten years from the effective date of the Plan, but Options and awards of RestrictedStock theretofore granted may extend beyond that date. 8. **Capital Change of the Company.**In the event of any merger, reorganization, consolidation, recapitalization, stock dividend,or other change in corporate structure affecting the Stock, the Committee shall make an appropriateand equitable adjustment in the number and kind of shares reserved for issuance under the Plan andin the number and option price of shares subject to outstanding Options granted under the Plan, tothe end that after such event each Optionee’s proportionate interest shall be maintained (to theextent possible) as immediately before the occurrence of such event. The Committee shall, to theextent feasible, make such other adjustments as may be required under the tax laws so that anyIncentive Options previously granted shall not be deemed modified within the meaning of Section424(h) of the Code. Appropriate adjustments shall also be made in the case of outstandingRestricted Stock granted under the Plan.The adjustments described above will be made only to the extent consistent with continuedqualification of the Option under Section 422 of the Code (in the case of an Incentive Option) andSection 409A of the Code.
 
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 9. **Purchase for Investment/Conditions.**Unless the Options and shares covered by the Plan have been registered under the SecuritiesAct of 1933, as amended (the “Securities Act”), or the Company has determined that suchregistration is unnecessary, each person exercising or receiving Options or Restricted Stock underthe Plan may be required by the Company to give a representation in writing that he is acquiringthe securities for his own account for investment and not with a view to, or for sale in connectionwith, the distribution of any part thereof. The Committee may impose any additional or furtherrestrictions on awards of Options or Restricted Stock as shall be determined by the Committee atthe time of award. 10. **Taxes.**(a) The Company may make such provisions as it may deem appropriate, consistent withapplicable law, in connection with any Options or Restricted Stock granted under the Plan withrespect to the withholding of any taxes (including income or employment taxes) or any other taxmatters.(b) If any Grantee, in connection with the acquisition of Restricted Stock, makes the electionpermitted under Section 83(b) of the Code (that is, an election to include in gross income in theyear of transfer the amounts specified in Section 83(b)), such Grantee shall notify the Company ofthe election with the Internal Revenue Service pursuant to regulations issued under the authorityof Code Section 83(b).(c) If any Grantee shall make any disposition of shares of Stock issued pursuant to theexercise of an Incentive Option under the circumstances described in Section 421(b) of the Code(relating to certain disqualifying dispositions), such Grantee shall notify the Company of suchdisposition within ten (10) days hereof. 11. **Effective Date of Plan.**The Plan shall be effective on July 28, 2008; provided, however, that if, and only if, certainoptions are intended to qualify as Incentive Stock Options, the Plan must subsequently be approvedby majority vote of the Company’s stockholders no later than July 27, 2009, and further, that inthe event certain Option grants hereunder are intended to qualify as performance-based compensationwithin the meaning of Section 162(m) of the Code, the requirements as to stockholder approval setforth in Section 162(m) of the Code are satisfied. 12. **Amendment and Termination.**The Board may amend, suspend, or terminate the Plan, except that no amendment shall be madethat would impair the rights of any Participant under any Option or Restricted Stock theretoforegranted without the Participant’s consent, and except that no amendment shall be made which,without the approval of the stockholders of the Company would:(a) materially increase the number of shares that may be issued under the Plan, except as isprovided in Section 8;(b) materially increase the benefits accruing to the Participants under the Plan;(c) materially modify the requirements as to eligibility for participation in the Plan;(d) decrease the exercise price of an Incentive Option to less than 100% of the Fair MarketValue per share of Stock on the date of grant thereof or the exercise price of a NonqualifiedOption to less than 100% of the Fair Market Value per share of Stock on the date of grant thereof;or
 
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(e) extend the term of any Option beyond that provided for in Section 5(b).(f) except as otherwise provided in Sections 5(d) and 8 hereof, reduce the exercise price ofoutstanding Options or effect repricing through cancellations and re-grants of new Options.Subject to the forgoing, the Committee may amend the terms of any Option theretofore granted,prospectively or retrospectively, but no such amendment shall impair the rights of any Optioneewithout the Optionee’s consent.It is the intention of the Board that the Plan comply strictly with the provisions of Section409A of the Code and Treasury Regulations and other Internal Revenue Service guidance promulgatedthereunder (the “Section 409A Rules”) and the Committee shall exercise its discretion ingranting awards hereunder (and the terms of such awards), accordingly. The Plan and any grant of anaward hereunder may be amended from time to time (without, in the case of an award, the consent ofthe Participant) as may be necessary or appropriate to comply with the Section 409A Rules. 13. **Government Regulations.**The Plan, and the grant and exercise of Options or Restricted Stock hereunder, and theobligation of the Company to sell and deliver shares under such Options and Restricted Stock shallbe subject to all applicable laws, rules and regulations, and to such approvals by any governmentalagencies, national securities exchanges and interdealer quotation systems as may be required. 14. **General Provisions.**(a) Certificates. All certificates for shares of Stock delivered under the Plan shallbe subject to such stop transfer orders and other restrictions as the Committee may deem advisableunder the rules, regulations and other requirements of the Securities and Exchange Commission, orother securities commission having jurisdiction, any applicable Federal or state securities law,any stock exchange or interdealer quotation system upon which the Stock is then listed or tradedand the Committee may cause a legend or legends to be placed on any such certificates to makeappropriate reference to such restrictions.(b) Employment Matters. Neither the adoption of the Plan nor any grant or award underthe Plan shall confer upon any Participant who is an employee of the Company or any Subsidiary anyright to continued employment or, in the case of a Participant who is a director, continued serviceas a director, with the Company or a Subsidiary, as the case may be, nor shall it interfere in anyway with the right of the Company or any Subsidiary to terminate the employment of any of itsemployees, the service of any of its directors or the retention of any of its consultants oradvisors at any time.(c) Limitation of Liability. No member of the Committee, or any officer or employee ofthe Company acting on behalf of the Committee, shall be personally liable for any action,determination or interpretation taken or made in good faith with respect to the Plan, and allmembers of the Committee and each and any officer or employee of the Company acting on their behalfshall, to the extent permitted by law, be fully indemnified and protected by the Company in respectof any such action, determination or interpretation.
 
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(d) Registration of Stock. Notwithstanding any other provision in the Plan, no Optionmay be exercised unless and until the Stock to be issued upon the exercise thereof has beenregistered under the Securities Act and applicable state securities laws, or are, in the opinion ofcounsel to the Company, exempt from such registration in the United States. The Company shall notbe under any obligation to register under applicable federal or state securities laws any Stock tobe issued upon the exercise of an Option granted hereunder in order to permit the exercise of anOption and the issuance and sale of the Stock subject to such Option, although the Company may inits sole discretion register such Stock at such time as the Company shall determine. If the Companychooses to comply with such an exemption from registration, the Stock issued under the Plan may, atthe direction of the Committee, bear an appropriate restrictive legend restricting the transfer orpledge of the Stockrepresented thereby, and the Committee may also give appropriate stop transfer instructionswith respect to such Stock to the Company’s transfer agent.