**Exhibit 10.13**

 

EQUINOX HOLDINGS, INC.2000 STOCK INCENTIVE PLAN

 

# Section 1. Purpose

 

Thepurpose of this Plan is to foster and promote the long-term financial successof the Company Group and to materially increase shareholder value by (a) motivatingsuperior performance by participants in the Plan, (b) providingparticipants in the Plan with an ownership interest in the Company and (c) enablingthe Company Group to attract and retain the services of an outstandingmanagement team upon whose judgment, interest and special effort the successfulconduct of its operations is largely dependent.

 

# Section 2. Definitions

 

## 2.1                                 Definitions.  Whenever used herein, the following termsshall have the meanings set forth below:

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“Affiliate” means, with respect to any person,any other person controlled by, controlling or under common control with, suchperson.

 

“Board” means the Board of Directors of theCompany.

 

“Cause” shall mean (i) the willfulfailure of the Participant substantially to perform the duties of his or heremployment for any member of the Company Group (other than any such failure dueto the Participant’s physical or mental illness), (ii) theParticipant’s engaging in willful and serious misconduct that has caused or isreasonably expected to result in injury to the Company or any of itsAffiliates, (iii) the Participant’s conviction of, or entering aplea of guilty or nolo contendere to, acrime that constitutes a felony or (iv) the material breach by theParticipant of any of his or her obligations hereunder or under any otherwritten agreement or covenant with the Company or any of its Affiliates;provided that in the event that the Participant is employed by the Company orany of its Affiliates under an effective employment agreement on the date suchParticipant’s employment thereunder is terminated and such employment agreementcontains a different definition of Cause, the definition of Cause contained insuch employment agreement shall be substituted for the definition set forthabove for purposes of this Plan and any Option Agreement.

 

“Change of Control” means, with respect to theCompany, the first to occur after the date hereof of the following events:

 

(1) theacquisition by any person, entity or “group” (as defined in section 13(d) ofthe Exchange Act) (other than (x) any member of the Company Group, (y)any employee benefit plan of any member of the Company Group

 

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or (z) the NorthCastle Fund or any Affiliate or partner thereof) through one transaction or aseries of related transactions of 50% or more of the combined voting power ofthe then outstanding voting securities of the Company;

 

(2) themerger or consolidation of the Company as a result of which persons who wereshareholders of the Company immediately prior to such merger or consolidation,do not, immediately thereafter, own, directly or indirectly, more than 50% ofthe combined voting power entitled to vote generally in the election ofdirectors of the merged or consolidated company;

 

(3) theliquidation or dissolution of the Company (other than (x) a dissolutionoccurring upon a merger or consolidation thereof; (y) a liquidation of theCompany into a Subsidiary; or (z) a liquidation or dissolution that is incidentto a reorganization); and

 

(4) thesale, transfer or other disposition of all or substantially all of the assetsof the Company through one transaction or a series of related transactions toone or more persons or entities that are not, immediately prior to such sale,transfer or other disposition, Affiliates of the North Castle Fund.

 

“Change of Control Price” means the price pershare of Common Stock paid in conjunction with any transaction resulting in aChange of Control (as determined in good faith by the Board if any part of suchprice is payable other than in cash).

 

“Childs” means J.W. Childs Equity Partners II,L.P., a Delaware limited partnership.

 

“Closing Date” shall have the same meaning asset forth in the Purchase Agreement.

 

“Committee” means the Compensation Committee ofthe Board (or such other committee of the Board which shall have jurisdictionover the compensation of officers).

 

“Common Stock” means the common stock, parvalue $0.01 per share, of the Company.

 

“Company” means Equinox Holdings, Inc., aDelaware corporation.

 

“Company Group” means the Company and itsSubsidiaries.

 

“Disability” means a physical or mentaldisability that prevents or is reasonably expected to prevent the performanceof the Participant’s

 

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employment-related duties for a continuous period of90 days or longer or for 180 days or more in any 12-month period; provided thatin the event that the Participant is employed by the Company or any of itsAffiliates under an effective employment agreement on the date such Participant’semployment thereunder is terminated and such employment agreement contains adifferent definition of Disability, the definition of Disability contained insuch employment agreement shall be substituted for the definition set forthabove for purposes of this Plan and any Option Agreement.

 

“Effective Date” means December 15, 2000.

 

“Employee” means any executive officer or otherkey management employee of, or consultant to, or any key employee of any entitywhich provides services to, the Company or a Subsidiary.

 

“Exchange Act” means the U.S. SecuritiesExchange Act of 1934, as amended.

 

“Fair Market Value” shall mean, unlessotherwise defined in an Option Agreement, as of any date, the fair market valueon such date of a share of Common Stock as determined in good faith by theBoard.  In making a determination of FairMarket Value, the Board shall give due consideration to such factors as itdeems appropriate, including, without limitation, the earnings and certainother financial and operating information of the Company and its Subsidiariesin recent periods, the potential value of the Company and its Subsidiaries as awhole, the future prospects of the Company and its Subsidiaries and theindustries in which they compete, the history and management of the Company andits Subsidiaries, the general condition of the securities markets, the fairmarket value of securities of companies engaged in businesses similar to thoseof the Company and its Subsidiaries.  Thedetermination of Fair Market Value will not give effect to any restrictions ontransfer of the shares of Common Stock or the fact that such Common Stock wouldrepresent a minority interest in the Company. Notwithstanding the foregoing, following a Public Offering, Fair MarketValue shall mean the average of the high and low trading prices for a share ofCommon Stock on the primary national exchange (including Nasdaq) on which theCommon Stock is then traded on the trading day immediately preceding the dateas of which such Fair Market Value is determined.

 

“Joinder Agreement” means the agreement enteredinto by the Company and a Participant pursuant to, and in compliance with, Section 4.14of the Shareholders Agreement whereby such Participant becomes entitled to therights and subject to the obligations created by the Shareholders Agreement.

 

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“North Castle Fund” means NCP-EH, L.P., aDelaware limited partnership, and any successor investment vehicle managed byNorth Castle Partners, L.L.C., a Delaware limited liability company.

 

“Option” means the right granted to aParticipant under the Plan to purchase a share of Common Stock from the Companyat a stated price for a specified period of time.  For purposes of this Plan, an Option may onlybe an Option that is not an Incentive Stock Option within the meaning of Section 422of the Internal Revenue Code of 1986, as amended (a “Non-Qualified StockOption”).

 

“Option Agreement” means an option agreementbetween the Company and the Participant setting forth the terms and conditionsof any Options granted hereunder, which agreement shall, unless the Boardotherwise determines, be substantially in the form attached hereto as Exhibit A.

 

“Option Price” shall have the same meaning asset forth in Section 5.2.

 

“Participant” means any Employee designated bythe Board to participate in the Plan.

 

“Plan” means this Equinox Holdings, Inc.2000 Stock Incentive Plan, as the same may be amended from time to time.

 

“Public Offering” means any underwritten saleof Common Stock to the public pursuant to an effective registration statementunder the Securities Act, where following such sale the common stock isregistered under Section 12(b) of the Exchange Act.

 

“Purchase Agreement” means the Stock PurchaseAgreement and Plan or Merger, dated as of October 16, 2000, as amended,between the North Castle Fund, NCP-EH Recapitalization Corp., the Company andcertain shareholders of the Company.

 

“Securities Act” means the U.S. Securities Actof 1933, as amended.

 

“Shareholders Agreement” means the ShareholdersAgreement, dated as of December 15, 2000, between the Company, the NorthCastle Fund and the other parties thereto, as amended at any time and from timeto time.

 

“Stock Subscription Agreement” means the stocksubscription agreement entered into by the Company and a Participant settingforth the terms and conditions of any purchase of Common Stock by suchParticipant under the

 

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Plan which agreement shall be substantially in theform attached hereto as Exhibit B, unless the Board determines otherwise.

 

“Subsidiary” means any corporation or otherperson, a majority of whose outstanding voting securities or other equityinterests is owned, directly or indirectly, by the Company.

 

## 2.2                                 Genderand Number.  Except when otherwiseindicated by the context, words in the masculine gender used in the Plan shallinclude the feminine gender, the singular shall include the plural, and theplural shall include the singular.

 

# Section 3. Powers of the Board

 

## 3.1                                 Powerto Grant and Establish Terms of Options. The Board shall, subject to the terms of the Plan, determine theParticipants to whom Options shall be granted and the terms and conditions ofsuch Options; provided that nothing in the Plan shall limit the right ofmembers of the Board who are Employees to receive Options hereunder.  The selection of an Employee as a Participantshall neither entitle such Employee to, nor disqualify such Employee from,participation in any other award or incentive plan.

 

## 3.2                                 Administration.  The Board shall be responsible for theadministration of the Plan.  Anyauthority exercised by the Board under the Plan shall be exercised by the Boardin its sole discretion.  The Board, bymajority action thereof, is authorized to prescribe, amend and rescind rules andregulations relating to the administration of the Plan, to provide forconditions and assurances deemed necessary or advisable to protect theinterests of the Company and the Subsidiaries, and to make all other determinationsnecessary or advisable for the administration and interpretation of the Plan orto carry out its provisions and purposes. Determinations, interpretations or other actions made or taken by theBoard pursuant to the provisions of the Plan shall be final, binding andconclusive for all purposes and upon all persons.

 

## 3.3                                 Delegationby the Board.  Except as provided inan Option Agreement, all of the powers, duties and responsibilities of theBoard specified in the Plan may, to the full extent permitted by applicablelaw, be exercised and performed by the Committee or any other duly constitutedcommittee of the Board, in any such case, to the extent authorized by the Boardto exercise and perform such powers, duties and responsibilities.

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# Section 4. Stock Subject to Plan

 

## 4.1                                 Number.  The number of shares of Common Stock subjectto Options under the Plan (including shares that become available for grantpursuant to Section 4.2) shall not exceed 1,085,450 shares of CommonStock.

 

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## 4.2                                 Canceled,Terminated or Forfeited Awards.  Anyshare of Common Stock subject to any Option which for any reason expires or iscanceled, terminated, forfeited or otherwise settled without the issuance ofsuch share of Common Stock, shall again be available for award under the Plan,subject to the maximum limitation specified in Section 4.1.

 

## 4.3                                 Adjustmentin Capitalization.  The number, classand exercise price of any outstanding Options shall be adjusted by the Board asnecessary or appropriate to reflect any Common Stock dividend, stock split orshare combination or any recapitalization, merger, consolidation, exchange ofshares, liquidation, dissolution or reorganization of the Company in order toprevent the enlargement or diminution of the rights or obligations of theholder under any such Options.

 

# Section 5. Terms of Options

 

## 5.1                                 Grantof Options.  Options may be grantedto Participants at such time or times as shall be determined by the Board.  Each Option granted to a Participant shall beevidenced by an Option Agreement that shall specify the exercise price at whicha share of Common Stock may be purchased pursuant to such Option, the durationof such Option and such other terms and conditions consistent with the Plan asthe Board shall determine, including customary representations, warranties andcovenants with respect to securities law matters.  Options granted pursuant to this Plan mayonly be Non-Qualified Stock Options.

 

## 5.2                                 OptionPrice.  The exercise price per shareof Common Stock to be purchased upon exercise of an Option (the “OptionPrice”) shall be determined by the Board but shall not be less than theFair Market Value on the date the option is granted.  The Board may determine, in its solediscretion, that the exercise price per share of Common Stock may be at a pricewhich is greater than such Fair Market Value (e.g., a multiple of suchFair Market Value).

 

## 5.3                                 Exerciseof Options.

 

### (a)                                  Exercisabilityof Options.  Options awarded underthe Plan shall be exercisable at such times, and shall be subject to suchrestrictions and conditions, including the satisfaction of specifiedperformance goals upon a Change of Control or Public Offering, as the Board mayimpose, at the time of grant of such Options, provided that no Option shall beexercisable for more than 10 years after the date on which it is granted.

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### (b)                                 Conditions.  Notwithstanding any other provision herein,the Board may accelerate the vesting or exercisability of any Option, allOptions or any class of Options, at any time and from time to time.  On or before the date upon which any Employeewill exercise any exercisable Option, the Company and such Employee shall enterinto a Joinder Agreement and Stock Subscription

 

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### Agreement with respect to the Common Stock to bepurchased upon exercise of such Option.

 

## 5.4                                 Payment.  The Board shall establish proceduresgoverning the exercise of Options, which procedures shall generally requirethat written notice of the exercise thereof be given and that the exerciseprice thereof be paid in full in cash or cash equivalents, including bypersonal check, at the time of exercise. The exercise price of any Options exercised at any time following aPublic Offering may be paid in full or in part in the form of shares of CommonStock, based on the Fair Market Value of such shares of Common Stock on thedate of exercise, subject to such rules and procedures as may be adoptedby the Board and, if the Board deems it necessary or appropriate, subject toshareholder approval of the Plan. Subject to Section 5.3, as soon as practicable after receipt of awritten exercise notice and payment in full of the exercise price of anyOptions (including any taxes or additional amounts required to be paid by aParticipant in connection with the exercise of an Option as specified in theOption Agreement), the Company shall deliver to the Participant a certificateor certificates representing the shares of Common Stock acquired upon theexercise thereof, bearing appropriate legends if applicable.  Notwithstanding the foregoing and prior to aPublic Offering, unless otherwise provided in the Option Agreement, the Companyin lieu of delivering the shares to be acquired on exercise of an Option mayreturn to the Participant the exercise price tendered for such shares and payto the Participant an additional amount equal to the excess of (i) theFair Market Value, as of the relevant date of determination, of such sharesover (ii) the exercise price therefor.

 

# Section 6. Termination of Employment

 

## 6.1                                 TerminationOther Than For Cause.

 

### (a)                                  Unlessotherwise provided in the Option Agreement, in the event that a Participant’semployment with a member of the Company Group terminates for any reason otherthan for Cause, then the following percentage of the Options granted to theParticipant that has not become vested and exercisable pursuant to the terms ofthe Option Agreement shall terminate and be canceled immediately upon suchtermination of employment in accordance with the following table:

 

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| **Length of time from grant  date to date of termination  (in years)** | ** ** | **% of Options Terminated** | ** ** |
|------------------------------------------------------------------------|------------|-----------------------------|------------|
| Less than 1 year                                                       |       | 100                         | %          |
| 1 year but less  than 2 years                                          |       | 75                          | %          |
| 2 years but less  than 3 years                                         |       | 50                          | %          |
| 3 years but less  than 4 years                                         |       | 25                          | %          |
| 4 years or more                                                        |       | 0                           | %          |

 

With respect toany Options that are not terminated and canceled upon such Participant’stermination of employment in accordance with the above table (the “RemainingOptions”), the Company shall have the option to (i) permit suchParticipant to exercise such Remaining Options (whether or not then vested orexercisable) until the first to occur of (x) the 90th dayafter the effective date of the Participant’s termination of employment or, inthe case of a termination for death or Disability, the twelve month anniversaryof such effective date; and (y) the expiration of the term of any suchOption; (ii) permit such Remaining Options to remain outstandingand subject to the provisions contained herein or in such Participant’s OptionAgreement or (iii) purchase all or any portion of the RemainingOptions in accordance with the provisions of such Participant’s OptionAgreement.  The Company shall notify theParticipant of which option it has selected within ten business days after theeffective date of such Participant’s termination of employment; provided that,in the case of a termination for any reason other than for death, Disability orfor Cause, a failure by the Company to timely notify such Participant shall bedeemed an election by the Company of the option specified in clause (i) above;provided further that, in the case of a termination for death or Disability, afailure by the Company to timely notify such Participant shall be deemed anelection by the Company of the option specified in clause (ii) above.  The Company shall have the right, but not theobligation, to purchase all or any portion of a Participant’s (a) Optionsthat have become vested and exercisable pursuant to the terms of suchParticipant’s Option Agreement or (b) Common Stock acquired on exercise ofthe Remaining Options, in each case, in accordance with the terms of the OptionAgreement or Stock Subscription Agreement, as the case may be, which shallterminate upon a Public Offering.  Unlessotherwise provided in the Option Agreement in the event the Company elects theoption described in clause (i) above, any Options held by a Participantthat are not exercised within the periods described in this paragraph shallterminate and be canceled upon the expiration of such period.

 

### (b)                                 Forall purposes under this Plan, the terms “employment” or “termination ofemployment” with respect to a person who is not an employee shall mean serviceswith, or the termination of services with (i) the entity for

 

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### whom the Participant provides services to, (ii) theCompany, or (iii) the Company by the entity from whom the Participantprovides services to.

 

## 6.2                                 TerminationFor Cause.  Unless otherwise providedin the Option Agreement, in the event a Participant’s employment with a memberof the Company Group is terminated for Cause, any Options held by suchParticipant (whether or not then vested or exercisable) shall terminate and becanceled immediately upon such termination of employment.

 

# Section 7. Change of Control

 

Unlessotherwise provided in the Option Agreement, in the event of a Change ofControl, the outstanding Options exercisable pursuant to Section 5.3 shallbe canceled in exchange for a payment in cash of an amount equal to the productof (i) the excess, if any, of the Change of Control Price over theOption Price, multiplied by (ii) the number of shares of CommonStock covered by such Options at such Option Price.  The cash payment described above shall bepayable in full, as soon as reasonably practicable, but in no event later thanthe date the holders of Common Stock receive such payment, unless providedotherwise by the Board in the Option Agreement evidencing such Options.  Notwithstanding the foregoing provisions ofthis Section 7, if the holders of Common Stock receive property other thancash as a result of a Change of Control, then such payment (calculated inaccordance with the first sentence of this Section 7) shall be made insuch other property in the same proportion as the holders of Common Stockreceive in connection with such Change of Control less the aggregate OptionPrice.

 

# Section 8. Amendment, Modification, andTermination of the Plan

 

TheBoard at any time may terminate or suspend the Plan, and from time to time mayamend or modify the Plan.  No amendment,modification, termination or suspension of the Plan shall in any manneradversely affect any Option theretofore granted under the Plan, without theconsent of the Participant holding such Option. Shareholder approval of any such amendment, modification, termination orsuspension shall be obtained to the extent mandated by applicable law, or if otherwisedeemed appropriate by the Board.

 

# Section 9. Miscellaneous Provisions

 

## 9.1                                 Nontransferabilityof Options.  No Options granted underthe Plan may be sold, transferred, pledged, assigned, or otherwise alienated orhypothecated, other than by will or by the laws of descent and distribution oras expressly provided in an Option Agreement. Except as provided in the Option Agreement, all rights with respect toany Option granted to a Participant under the Plan shall be exercisable duringhis or her lifetime only by such Participant. Restrictions, if any, on the transfer of Common

 

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## Stock purchasedupon exercise of any Options shall be set forth in the applicable OptionAgreement evidencing such Options.

 

## 9.2                                 BeneficiaryDesignation.  Each Participant underthe Plan may from time to time name any beneficiary or beneficiaries (who maybe named contingently or successively) to whom any benefit under the Plan is tobe paid or by whom any right under the Plan is to be exercised in case of hisor her death.  Each designation willrevoke all prior designations by the same Participant, shall be in a formprescribed by the Board and will be effective only when filed by theParticipant in writing with the Board during his or her lifetime.  In the absence of any such designation,benefits remaining unpaid or Options outstanding at the Participant’s deathshall be paid to or exercised by the Participant’s surviving spouse, if any, orotherwise to or by the Participant’s estate.

 

## 9.3                                 NoGuarantee of Employment or Participation. Nothing in the Plan shall interfere with or limit in any way the rightof any member of the Company Group to terminate any Participant’s employment atany time and for any reason, nor confer upon any Participant any right tocontinue in the employ of any member of the Company Group.  No Employee shall have a right to be selectedas a Participant, or, having been so selected, to receive any Options under thePlan.

 

## 9.4                                 TaxWithholding.  A member of the CompanyGroup shall have the power to withhold, or require a Participant to remit tosuch member promptly upon notification of the amount due, an amount determinedby such member to be sufficient to satisfy all Federal, state, local andforeign withholding tax requirements in respect of any Options awardedhereunder and the Company may (or may cause another member of the Company Groupto) defer payment of cash or issuance or delivery of Common Stock until suchrequirements are satisfied.  The Board maypermit or require a Participant to satisfy the Participant’s tax withholdingobligation hereunder in such other manner, subject to such conditions, as theBoard shall determine.

 

## 9.5                                 Indemnification.  Each person who is or shall have been amember of the Committee or the Board shall be indemnified and held harmless bythe Company to the fullest extent permitted by law against and from any loss,cost, liability or expense (including any related attorney’s fees and advancesthereof) in connection with, based upon or arising or resulting from any claim,action, suit or proceeding to which such person may be made a party or in whichsuch person may be involved by reason of any action taken or failure to actunder or in connection with the Plan or any Option Agreement and from andagainst any and all amounts paid by such person in settlement thereof, with theCompany’s approval, or paid by such person in satisfaction of any judgment inany such action, suit or proceeding against such person, provided he shall givethe Company an opportunity, at its own expense, to handle and defend the samebefore he undertakes to handle and defend it on his own behalf.  The foregoing right of indemnification shallnot be exclusive and shall be independent of any other rights of

 

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## indemnification towhich such persons may be entitled under the Company’s Certification ofIncorporation or By-laws, by contract, as a matter of law or otherwise.

 

## 9.6                                 NoLimitation on Compensation.  Nothingin the Plan shall be construed to limit the right of the Company to establishother plans or to pay compensation to its employees in cash or property, in amanner which is not expressly authorized under the Plan.

 

## 9.7                                 Requirementsof Law.  The granting of Options andthe issuance of shares of Common Stock shall be subject to all applicable laws,rules and regulations, and to such approvals by any governmental agenciesor national or foreign securities exchanges as may be appropriate or required,as determined by the Board. Notwithstanding any other provision of the Plan or any Option Agreement,no Options shall be granted under the Plan, and no shares of Common Stock shallbe issued upon exercise of, or otherwise in connection with, any Optionsgranted under the Plan, if such grant or issuance would result in a violationof applicable law, including the federal securities laws and any applicablestate or foreign securities laws.

 

## 9.8                                 GoverningLaw.  The Plan, and all agreementshereunder, shall be construed in accordance with and governed by the laws ofthe State of New York, without reference to principles of conflict of lawswhich would require or permit application of the law of another jurisdiction,except to the extent that the corporate law of the State of incorporation ofthe Company specifically and mandatorily applies.

 

## 9.9                                 NoImpact on Benefits.  Options grantedunder the Plan are not compensation for purposes of calculating an Employee’srights under any employee benefit plan, except to the extent provided in anysuch plan.

 

## 9.10                           Freedomof Action.  Subject to Section 8,nothing in the Plan or any Option Agreement shall be construed as limiting orpreventing the Company or any Affiliate thereof from taking any action withrespect to the operation or conduct of its business that it deems appropriateor in its best interest.

 

## 9.11                           Termof Plan.  The Plan shall be effectiveas of the Effective Date.  The Plan shallexpire on the tenth anniversary of the Effective Date (except as to Optionsoutstanding on that date), unless sooner terminated pursuant to Section 8.

 

## 9.12                           NoRight to Particular Assets.  Nothingcontained in the Plan and no action taken pursuant to the Plan shall create orbe construed to create a trust of any kind or any fiduciary relationshipbetween any member of the Company Group, on the one hand, and any Participantor executor, administrator or other personal representative or designatedbeneficiary of such Participant, on the other hand, or any other persons.  Any reserves that may be established by amember of the Company Group in connection with the Plan shall continue to beheld as part of the general funds of the Company or such Subsidiary, and noindividual or entity other than such member of the Company

 

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## Group shall haveany interest in such funds until paid to a Participant.  To the extent that any Participant or hisexecutor, administrator or other personal representative, as the case may be,acquires a right to receive any payment from the Company or any Subsidiarypursuant to the Plan, such right shall be no greater than the right of anunsecured general creditor of such member of the Company Group.

 

## 9.13                           Notices.  Each Participant shall be responsible forfurnishing the Board with the current and proper address for the mailing ofnotices and delivery of agreements and shares of Common Stock.  Any notices required or permitted to be givenshall be deemed given if directed to the person to whom addressed at suchaddress and mailed by regular United States mail, first-class and prepaid.  If any item mailed to such address isreturned as undeliverable to the addressee, mailing will be suspended until theParticipant furnishes the proper address.

 

## 9.14                           Severabilityof Provisions.  If any provision ofthe Plan shall be held invalid or unenforceable, such invalidity orunenforceability shall not affect any other provisions hereof, and the Planshall be construed and enforced as if such provision had not been included.

 

## 9.15                           Incapacity.  Any benefit payable to or for the benefit ofa minor, an incompetent person or other person incapable of receiving suchbenefit shall be deemed paid when paid to such person’s guardian or to theparty providing or reasonably appearing to provide for the care of such person,and such payment shall fully discharge the Board, the Company and other partieswith respect thereto.

 

## 9.16                           NoRights as Shareholder.  NoParticipant shall have any voting or other rights as a shareholder of theCompany with respect to any Common Stock covered by any Option until theissuance of a certificate or certificates to the Participant for such CommonStock.  No adjustment shall be made fordividends or other rights for which the record date is prior to the issuance ofsuch certificate or certificates.

 

## 9.17                           Headingsand Captions.  The headings andcaptions herein are provided for reference and convenience only, shall not beconsidered part of the Plan and shall not be employed in the construction ofthe Plan.

 

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