EXHIBIT
10.1


 


OSIRIS THERAPEUTICS, INC.


AMENDED AND RESTATED 2006 OMNIBUS PLAN


 


(as amended and restated effective May 27, 2010)


 


ARTICLE I


 


PURPOSE; EFFECTIVE
DATE; DEFINITIONS


 


1.1                               Purpose.  This Osiris Therapeutics, Inc. 2006
Omnibus Plan (the “Plan” ) is intended to secure for Osiris Therapeutics, Inc.
(the “Company”) and its stockholders the benefits of the incentive inherent in
common stock ownership by the employees of the Company and its subsidiaries and
directors of the Company who are largely responsible for the Company’s future
growth and continued financial success and to afford such persons the
opportunity to obtain or increase their proprietary interest in the Company on
a favorable basis and thereby have an opportunity to share in its success.


 


1.2                               Effective
Date.  This Plan (as initially
adopted by the Board and ratified by the stockholders) initially became
effective on April 17, 2006, and was amended and restated in its entirety,
effective June 4, 2008, to, among other things, be exempt from (or, where
applicable, to comply with) the requirements of Section 409A of the Code
and to incorporate certain other amendments and clarifications.  This Plan has been amended and restated in
its entirety, effective May 27, 2010, to increase the aggregate number of
shares of common stock that may be issued at any time pursuant to awards
granted hereunder and to extend the termination date, after which awards may no
longer be granted hereunder.


 


1.3                               Definitions.  Throughout this Plan, the following terms shall
have the meanings indicated:


 


(a)                                  “Agreement” shall mean an Option Agreement,
Restricted Stock Agreement, Performance Share Agreement, Performance Unit
Agreement or SAR Agreement.


 


(b)                                 “Benefits” shall mean any one or more of the
following awards that may be granted under this Plan:


 


(i)                                     Options
(including ISOs and NQSOs);


 


(ii)                                  Stock
Appreciation Rights;


 


(iii)                               Performance
Shares;


 


(iv)                              Performance
Units; or


 


(v)                                 Restricted
Stock.


 


(c)                                  “Board” shall mean the Board of Directors of
the Company.


 

















 


(d)                                 “Change of Control” shall mean (a) the
reorganization, consolidation or merger of the Company or any of its
subsidiaries holding or controlling a majority of the assets relating to the
business of the Company, with or into any third party (other than a subsidiary);
(b) the assignment, sale, transfer, lease or other disposition of all or
substantially all of the assets of the Company and its subsidiaries taken as a
whole; or (c) the acquisition by any third party or group of third parties
acting in concert, of beneficial ownership (within the meaning of Rule 13d-3
of the Securities and Exchange Commission (“SEC”) under the Securities Exchange
Act of 1934, as amended) of shares of voting stock of the Company, the result
of which in the case of any transaction described in clauses (a), (b) and (c) above
is that immediately after the transaction the stockholders of the Company
immediately before the transaction, other than the acquiror, own less than
fifty percent (50%) of the combined voting power of the outstanding voting
securities entitled to vote generally in the election of directors of the
surviving or resulting corporation in a transaction specified in clause (a) above,
the acquiror in a transaction specified in clause (b) above, or the
Company or the acquiror in a transaction specified in clause (c) above.  Notwithstanding the foregoing, the sale of
Company securities beneficially owned by Peter Friedli (“Friedli Shares”) shall
not, by itself or when combined with any other transactions, constitute a
Change in Control, unless such other transactions would constitute a Change in
Control without regard to the sale of Friedli Shares.


 


(e)                                  “Code” shall mean the Internal Revenue Code
of 1986, as amended, any successor revenue laws of the United States, and the rules and
regulations promulgated thereunder.


 


(f)                                    “Committee” shall mean any committee of the
Board designated by the Board to administer this Plan.


 


(g)                                 “Common Stock” shall mean the common stock,
par value $.001 per share, of the Company.


 


(h)                                 “Company” shall mean Osiris Therapeutics, Inc.,
a Delaware corporation.


 


(i)                                     “Eligible Person” shall mean an Employee or
a Non-Employee Director who has been designated by the Committee as eligible to
receive a Benefit under this Plan in accordance with Section 3.1.


 


(j)                                     “Employee” shall mean any person engaged or
proposed to be engaged as an officer or employee of the Company or one of its
subsidiaries.


 


(k)                                  “Exchange Act” shall mean the Securities
Exchange Act of 1934, as amended.


 


(l)                                     “Fair Market Value” shall mean with respect
to the Common Stock on any day, (i) the closing sales price on the
immediately preceding business day of a share of Common Stock as reported on
the principal securities exchange on which shares of Common Stock are then
listed or admitted to trading, or (ii) if not so reported, the average of
the closing bid and asked prices on the immediately preceding business day as
reported by NASDAQ, or (iii) if not so reported, as furnished by any
member of the National Association of Securities Dealers, Inc. selected by
the Committee.  In the event that the
price of a share of Common Stock 


 


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shall not be so reported or furnished, the Fair Market Value of a share
of Common Stock shall be determined by the Committee in good faith.  For purposes hereof, the fair market value on
any day of an Option granted under the Plan shall be the value of the
underlying Stock, determined as aforesaid, less the exercise price of the
Option.  A “business day” is any day,
other than Saturday or Sunday, on which the relevant market is open for
trading.


 


(m)                               “ISO” shall mean an Option that qualifies as
an incentive stock option under Code Section 422.  No Option that is intended to be an ISO shall
be invalid under this Plan for failure to qualify as an ISO.


 


(n)                                 “NQSO” shall mean a nonqualified stock
option which is an Option that does not qualify as an incentive stock option
under Code Section 422.


 


(o)                                 “Non-Employee Director” shall mean a member
of the Board who is not an Employee.


 


(p)                                 “Option” shall mean an option to purchase
shares of Common Stock granted by the Committee.  An Option may be either an ISO or a NQSO, but
only an Employee may be granted an ISO.


 


(q)                                 “Option Agreement” shall mean the
certificate evidencing an Option grant.


 


(r)                                    “Option Shares” shall mean the shares of
Common Stock purchased upon exercise of an Option.


 


(s)                                  “Performance Cycle” shall have the meaning
set forth in Section 7.1.


 


(t)                                    “Performance Period” shall have the meaning
set forth in Section 6.1.


 


(u)                                 “Performance Share” shall mean an award made
pursuant to Article VI of this Plan of the right to receive Common Stock
at the end of a specified Performance Period if specified performance goals are
met.


 


(v)                                 “Performance Unit” shall mean an award made
pursuant to Article VII of this Plan of the right to receive a fixed
dollar amount, payable in cash or Common Stock or a combination of both, at the
end of a specified Performance Cycle if specified performance goals are met.


 


(w)                               “Plan” shall mean this Osiris Therapeutics, Inc.
2006 Omnibus Plan, as the same may be amended from time to time.


 


(x)                                   “Restricted Stock” shall mean Common Stock
granted under Article VIII of this Plan, subject to such restrictions, if
any, as the Committee may determine, as evidenced in a Restricted Stock
Agreement.  Shares of Common Stock shall
cease to be Restricted Stock when, in accordance with the terms of the
Restricted Stock Agreement, they become transferable and free of substantial
risk of forfeiture.


 


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(y)                                 “Restricted Stock Agreement” shall mean any
agreement evidencing the grant of Restricted Stock to an Eligible Person
pursuant to this Plan.


 


(z)                                   “Restriction Period” shall mean the time
period, if any, during which Restricted Stock is subject to the restrictions
set forth in a Restricted Stock Agreement.


 


(aa)                            “SAR Agreement” shall mean the certificate
evidencing the grant of a Stock Appreciation Right to an Eligible Person
pursuant to this Plan.


 


(bb)                          “Stock Appreciation Right” or “SAR” shall mean the right to receive cash
or Common Stock, granted pursuant to Article V of this Plan and a SAR
Agreement.


 


(cc)                            “10% Stockholder” shall mean an individual
owning (directly or by attribution as provided in Code Section 424(d))
stock possessing more than 10% of the total combined voting power of all
classes of stock of the Company.


 


ARTICLE II


 


ADMINISTRATION


 


2.1                               Committee
Administration.  This Plan
and the Benefits awarded hereunder shall be interpreted, construed and administered
by the Committee in its sole discretion. 
An Eligible Person (or other person, such as a beneficiary) eligible for
Benefits under the Plan may appeal to the Committee in writing any decision or
action of the Committee with respect to the Plan that adversely affects the
Eligible Person (or other person).  Upon
review of such appeal and in any other case where the Committee has acted with
respect to the Plan, the interpretation and construction by the Committee of
any provisions of this Plan or of any Benefit shall be conclusive and binding
on all parties.


 


2.2                               Committee
Composition.  The
Committee shall consist of not less than two persons who shall be members of
the Board and shall be subject to such terms and conditions as the Board may
prescribe.  Each Committee member shall
be a “non employee director” within the meaning of Rule 16b-3 promulgated
under the Exchange Act and shall qualify to make determinations as to executive
compensation under the listing requirements of the NASDAQ Global Market (or
whatever other exchange the Common Stock may be listed for trading from time to
time).  Once designated, the Committee
shall continue to serve until otherwise directed by the Board.  From time to time, the Board may increase the
size of the Committee and appoint additional members thereof, remove members
(with or without cause) and appoint new members in substitution therefor, fill
vacancies however caused and remove all members of the Committee.


 


A majority of the entire Committee shall constitute
a quorum, and the action of a majority of the members present at any meeting at
which a quorum is present shall be deemed the action of the Committee.  In addition, any decision or determination
reduced to writing and signed by all of the members of the Committee shall be
fully as effective as if it had been made by a majority vote at a meeting duly
called and held.  Subject to the
provisions of this Plan and the Company’s bylaws, and to any terms and
conditions prescribed by the Board, the Committee 


 


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may make such additional rules and
regulations for the conduct of its business as it shall deem advisable.  The Committee shall hold meetings at such
times and places as it may determine.


 


2.3                               Committee
Powers.  The Committee shall have
authority to award Restricted Stock and to grant Options, SARs, Performance
Shares and Performance Units pursuant to or as evidenced by an Agreement
providing for such terms (not inconsistent with the provisions of this Plan) as
the Committee may consider appropriate. 
Such terms shall include, without limitation, as applicable, the number
of shares, the exercise price, the medium and time of payment, the term of each
award and any vesting requirements, if any, and may include conditions (in
addition to those contained in this Plan) on the exercisability of all or any
part of an Option or SAR, the terms and conditions applicable to Performance
Shares and Performance Units or on the transferability or forfeitability of
Restricted Stock.  Notwithstanding any
such conditions, the Committee may, in its discretion, accelerate the time at
which any Option or SAR may be exercised or the time at which Restricted Stock
may become transferable or nonforfeitable. 
In addition, the Committee shall have complete discretionary authority
to prescribe the form of Agreements; to adopt, amend and rescind rules and
regulations pertaining to the administration of the Plan; and to make all other
determinations necessary or advisable for the administration of this Plan.  The express grant in the Plan of any specific
power to the Committee shall not be construed as limiting any power or
authority of the Committee.  All expenses
of administering this Plan shall be borne by the Company.  The Committee shall have the authority to
delegate from time to time its powers hereunder, in whole or in part, in
accordance with and subject to compliance with all applicable laws, rules and
regulations.


 


2.4                               Receipt
of Benefits by Committee Members.  Members of the Committee shall be eligible to
receive Benefits under this Plan; provided, however, that the Committee may,
but shall not be required to, seek ratification of the Board or members
thereof, on such terms as the Committee shall determine, in respect of any such
Benefits so awarded.


 


2.5                               Good
Faith Determinations.  No member
of the Committee or other member of the Board shall be liable for any action or
determination made in good faith with respect to this Plan or any Benefit
granted hereunder.


 


ARTICLE III


 


ELIGIBILITY; TYPES OF
BENEFITS; SHARES SUBJECT TO PLAN


 


3.1                               Eligibility.  The Committee shall from time to time
determine and designate Employees and Non-Employee Directors as Eligible
Persons who shall receive Benefits under this Plan and the number of Options,
Stock Appreciation Rights, Performance Shares, Performance Units and shares of
Restricted Stock to be awarded to each such Eligible Person or the formula or
other basis on which such Benefits shall be awarded to Eligible Persons.  In making any such award, the Committee may
take into account the nature of services rendered by an Eligible Person,
commissions, fees or other compensation earned by the Eligible Person, the
capacity of the Eligible Person to contribute to the success of the Company and
other factors that the Committee may consider relevant.


 


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3.2                               Types
of Benefits.  Benefits
under this Plan may be granted in any one or any combination of (a) Options,
(b) Stock Appreciation Rights, (c) Performance Shares, (d) Performance
Units, and (e) Restricted Stock, as described in this Plan.  The Committee may (x) award Benefits in
tandem so that acceptance of or exercise of one Benefit cancels the right of an
Eligible Person to another and (y) award Benefits in any combination or
combinations and subject to any condition or conditions consistent with the
terms of this Plan that the Committee in its sole discretion may consider
appropriate.


 


3.3                               Shares
Subject to this Plan.  Subject to
the provisions of Section 4.1(e) (relating to adjustment for changes
in Common Stock), the maximum number of shares that may be issued under this
Plan shall not exceed in the aggregate 1,950,000 shares of Common Stock.  The maximum number of shares authorized under
this Plan shall only be increased with approval of the stockholders of the
Company (except as provided in Section 4.1(e)).  Such shares may be authorized and unissued
shares or authorized and issued shares that have been reacquired by the
Company.  If any Benefits awarded under
this Plan shall for any reason terminate or expire, or be surrendered or
forfeited, without having been exercised in full, or without shares otherwise
issuable thereunder having been issued for any reason, then the shares not
purchased or issued under such Benefits shall be available again for grant
hereunder, provided, however, that insofar as an SAR is exercised and settled
for cash, the number of shares in respect of which the SAR is so exercised and
settled shall not again be available for grant hereunder.  Anything in this Plan to the contrary
notwithstanding, in no event shall any Eligible Person receive in any calendar
year Benefits under this Plan involving more than 125,000 shares of Common
Stock (subject to adjustment as provided in Section 4.1(e)).


 


3.4                               $100,000
Limitation.  Except as
provided elsewhere in this Section, the Committee shall not grant an ISO to, or
modify the exercise provisions of an outstanding ISO for, any person who, at
the time of grant or modification, as applicable, would thereby hold ISOs
issued by the Company if the aggregate Fair Market Value (determined as of the
respective dates of grant and modification of each Option) of the Option Shares
underlying such ISOs as are exercisable for the first time during any calendar
year would exceed $100,000 (or such other limitation as may be prescribed by
the Code from time to time).  The
foregoing restriction on modification of outstanding ISOs shall not preclude
the Committee from modifying an outstanding ISO if, as a result of such
modification and with the consent of the holder, such Option no longer
constitutes an ISO.  Furthermore, if the
$100,000 limitation (or such other limitation prescribed by the Code) described
in this Section is exceeded, then the ISO, the granting or modification of
which resulted in exceeding such limitation, shall be treated as an ISO up to
the limitation, and the excess shall be treated as a NQSO.


 


ARTICLE IV


 


STOCK OPTIONS


 


4.1                               Grant;
Terms and Conditions.  The
Committee, in its discretion, may from time to time grant ISOs or NQSOs, or
both, to any Eligible Person; provided that ISOs shall only be granted to
Employees.  Each Eligible Person who is
granted an Option shall receive an Option Agreement from the Company in a form
specified by the Committee and containing such 


 


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provisions,
consistent with this Plan, as the Committee, in its sole discretion, shall
determine at the time the Option is granted.


 


(a)                                  Number of Shares.  Each
Option Agreement shall state the number of shares of Common Stock to which it
pertains.


 


(b)                                 Option Price.  Each Option
Agreement shall state the Option exercise price, which shall not be less than
100% of the Fair Market Value per share of Common Stock on the date of grant of
the Option.  In the case of an ISO
granted to a 10% Stockholder, the Option exercise price shall not be less than
110% of the Fair Market Value per share of Common Stock on the date of grant of
the Option.  The date of the grant of an
Option shall be the date specified by the Committee in its grant of the
Option.  Subject to the foregoing, the
price at which each share of Common Stock covered by an NQSO granted under the
Plan may be purchased shall be the price determined by the Committee, in its
absolute discretion, to be suitable to attain the purposes of this Plan.


 


(c)                                  Medium and Time of Payment.  Upon the exercise of an Option, the Option
exercise price shall be payable in United States dollars, in cash (including by
check) or (unless the Committee otherwise prescribes) in shares of Common Stock
owned by the optionee (but not with Restricted Stock prior to the expiration of
the Restriction Period), in NQSOs granted to the optionee under the Plan which
are then exercisable (provided that the purchase price of Common Stock under an
ISO may not be paid in NQSOs), or in a combination of cash, Common Stock and
NQSOs.  If all or any portion of the
Option exercise price is paid in Common Stock owned by the optionee, then that
stock shall be valued at its Fair Market Value as of the date the Option is
exercised.  If all or any portion of the
Option exercise price is paid in NQSOs granted to the optionee under the Plan,
then such NQSOs shall be valued at their Fair Market Value as of the date the
Option is exercised.


 


(d)                                 Term and Exercise of Options.  The term of each Option shall be determined
by the Committee at the time the Option is granted; provided that the term of
an Option shall in no event be more than ten years from the date of grant or,
in the case of an ISO granted to a 10% Stockholder, more than five years from
the date of grant.  During the lifetime
of an optionee, the Option shall be exercisable only by him or her and shall
not be assignable or transferable by him or her and no person shall acquire any
rights therein.  Following an optionee’s
death, the Option may be exercised (to the extent permitted under the Plan) by
the person designated by the optionee as a beneficiary in a written
notification delivered to the Committee prior to the optionee’s death, or if
there is no such written designation, by the executor or administrator of the
optionee’s estate or by the person or persons to whom such rights pass by will
or by the laws of descent and distribution.


 


(e)                                  Recapitalization; Reorganization.  Subject to any otherwise required action by
the stockholders of the Company, the Change of Control provisions set forth in Article IX
of this Plan and any provision expressly to the contrary and contained in an
Agreement, each of (i) the maximum number of shares of Common Stock that
may be issued under this Plan pursuant to Section 3.3 above, (ii) the
maximum number of shares of Common Stock that may be granted or be the subject
of grants made to any Participant in any calendar year, (iii) the number
of shares of Common Stock covered by each outstanding Option, (iv) the
number of shares of 


 


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Common Stock to which each Stock Appreciation Right or Performance
Share relates, (v) the kind of shares subject to outstanding Benefits and (vi) the
per share exercise price under each outstanding Option or SAR, shall be
proportionately and equitably adjusted to account for any increase or decrease
in the number of issued shares of Common Stock resulting from a reorganization,
recapitalization, stock split, combination of shares, merger, consolidation,
rights offering, subdivision or consolidation of shares or the payment of a
stock dividend (but only on the Common Stock) or any other change in the
capital structure or state of incorporation of the Company, in each case, in
the manner the Committee deems appropriate. 
Such other substitutions or adjustments shall be made as may be
determined by the Committee, in its sole discretion, to be necessary or
appropriate under the circumstances.  In
connection with any event described in this paragraph, the Committee may
provide, in its sole discretion, for the cancellation of any outstanding awards
and payment in cash or other property therefor.


 


Subject to any action that may otherwise be required
on the part of the stockholders of the Company, if the Company is the surviving
corporation in any merger, consolidation, sale, transfer, acquisition, tender
offer or exchange offer which does not result in a Change of Control, then each
outstanding Option, Stock Appreciation Right, Restricted Stock and Performance
Share award shall pertain to and apply to the securities or other consideration
that a holder of the number of shares of Common Stock subject to the Option or
to which the Stock Appreciation Right or Restricted Stock or Performance Share
relates would have been entitled to receive in such transaction.


 


Notwithstanding the foregoing, in no event shall any
Option or be exercisable after the date of termination of the exercise period
of such Option.


 


In the event of a change in the Common Stock as
presently constituted, which change is limited to a change of all of the
authorized shares with par value into the same number of shares with a
different par value or without par value, the shares resulting from any such
change shall be deemed to be the Common Stock within the meaning of this Plan.


 


The grant of an Option, Stock Appreciation Right or
other Benefit pursuant to this Plan shall not affect in any way the right or
power of the Company to make adjustments, reclassifications, reorganizations or
changes of its capital or business structure or to merge or to consolidate or
to dissolve, liquidate, sell or otherwise transfer all or any part of its
business or assets.


 


The provisions of this Section 4.1(e) shall
be limited in respect of ISOs to the extent necessary to comply with the
applicable provisions of Code Section 424(a).


 


(f)                                    Rights as a Stockholder.  Subject to Section 10.10 of this Plan
regarding uncertificated shares, an optionee or a transferee of an Option shall
have no rights as a stockholder with respect to any shares covered by his or
her Option until the date of the issuance of a stock certificate to him or her
for those shares upon payment of the exercise price.  No adjustments shall be made for dividends
(ordinary or extraordinary, whether in cash, securities or other property) or
distributions or other rights for which the record date is prior to the date
such stock certificate is issued, except as provided in Section 4.1(e).


 


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(g)                                 Modification, Extension and Renewal of Options.  Subject to the terms and conditions and
within the limitations of this Plan, the Committee may modify, extend or renew
outstanding Options granted under this Plan or accept the surrender of
outstanding Options (to the extent not theretofore exercised) and authorize the
granting of new Options in substitution therefor (to the extent not theretofore
exercised).  No modification of an Option
shall, without the consent of the optionee, alter or impair any rights or
obligations under any Option theretofore granted under this Plan.  Notwithstanding the foregoing,


 


(i)                                     no Option
exercise period may be extended beyond the latest date at which the Option
otherwise would have expired; and


 


(ii)                                  the Committee
shall not have authority to reprice to reduce the exercise price Options
without first obtaining shareholder approval for such repricing.


 


(h)                                 Exercisability and Term of Options.  Unless earlier terminated, Options granted
pursuant to this Plan shall be exercisable at any time on or after the dates of
exercisability and before the expiration date. 
Notwithstanding the foregoing, an Option shall terminate and may not be
exercised if the Eligible Person to whom it is granted ceases to be employed
by, or provide services as a Non-Employee Director to, the Company, except
that: (1) unless the Committee shall at any time determine that the
Eligible Person’s employment or service was terminated for conduct that in the
judgment of the Committee involves dishonesty or action by the Eligible Person
that is detrimental to the best interest of the Company, the Eligible Person
may at any time within ninety (90) days after termination of his or her
employment or service exercise his or her Option but only to the extent the
Option was exercisable by him or her on the date of termination of employment
or service; (2) if such Eligible Person’s employment or service terminates
on account of total and permanent disability, then the Eligible Person may at
any time within one year after termination of his or her employment or service
exercise his or her Option but only to the extent that the Option was
exercisable on the date of termination of employment or service; and (3) if
such Eligible Person dies while in the employ of the Company or while serving
as a Non-Employee Director, or within the ninety (90) day or twelve month
period following termination of his or her employment or service as described
in clause (1) or (2) above, then his or her Option may be exercised
at any time within twelve months following his or her death by the person
specified in Section 4.1(d), but only to the extent that such Option was
exercisable by him or her on the date of termination of employment or service.  The last sentence shall apply to any
outstanding Options which are ISOs to the extent permitted by Code Section 422,
and such outstanding ISOs in excess thereof shall, immediately upon the
occurrence of the event described in such sentence, be treated for all purposes
of the Plan as NQSOs and shall be immediately exercisable as such as provided
in such sentence.  The Committee may, in
its discretion, provide in any Option Agreement or determine at any time after
the date of grant that the exercisability of an Option will be accelerated, in
whole or in part, in the event of an Eligible Person’s retirement, death,
disability or termination of service on the Board.  Any cessation of employment, for purposes of
ISOs only, shall include any leave of absence in excess of ninety (90) days
unless the Employee’s reemployment rights are guaranteed by law or by
contract.  Notwithstanding anything to
the contrary in this subsection, an Option may not be exercised by anyone after
the expiration of its term.  Notwithstanding
anything to the contrary in this subsection, an Option shall not terminate if
the Employee to whom it is granted ceases to be employed by the Company but
continues to serve as a Non-Employee Director of the Company 


 


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or its successor, in which event the Option shall terminate if the
Eligible Person ceases to be a Non-Employee Director of the Company or its
successor and the Eligible Person may at any time within ninety (90) days (or
other applicable period described above) after ceasing to be a Non-Employee
Director exercise his or her Option, but only to the extent that the Option was
exercisable by him or her on the date on which he or she ceased to be a
Non-Employee Director.


 


4.2                               Other
Terms and Conditions.  Through the
Option Agreements authorized under this Plan, the Committee may impose such
other terms and conditions, not inconsistent with the terms hereof, on the
grant or exercise of Options, as it deems advisable.


 


ARTICLE V


 


STOCK APPRECIATION
RIGHTS


 


5.1                               Grant
of Stock Appreciation Rights.  The Committee, in its discretion, may from
time to time grant Stock Appreciation Rights to Eligible Persons under this
Plan.  Such Stock Appreciation Rights
may, but need not, be granted in conjunction with an Option grant.


 


5.2                               Exercise.  Stock Appreciation Rights shall entitle the
holder, upon exercise thereof in whole or in part, to receive payment in the
amount and form determined pursuant to Section 5.3(b).  The exercise of Stock Appreciation Rights
shall result in a termination of the Stock Appreciation Rights with respect to
the number of shares covered by the exercise and, if granted in conjunction
with an Option, shall also result in a termination of the related Option with
respect to the number of shares covered by the exercise.  The exercise period of a Stock Appreciation
Right may be extended in accordance with Section 4.1(g) (as applied
to Stock Appreciation Rights instead of Options as otherwise therein provided),
provided that such extension is not beyond the latest date at which the Stock
Appreciation Right would have otherwise expired.


 


5.3                               Terms
and Conditions.  Stock
Appreciation Rights granted under this Plan to Eligible Persons shall be
evidenced by SAR Agreements, which shall be in such form and contain such
provisions, consistent with this Plan, as the Committee, in its sole
discretion, shall determine at the time the Stock Appreciation Right is
granted.


 


(a)                                  Stock
Appreciation Rights shall not be exercisable during the first six months after
their date of grant.  Such rights shall
be exercisable during the holder’s lifetime only by the holder.  Following the death of the Participant, the
SAR may be exercised (to the extent permitted under the Plan) by the person
designated as a beneficiary in a written notification delivered to the
Committee prior to the death, or if there is no such written designation, by
the executor or administrator of the Participant’s estate or by the person or
persons to whom such rights pass by will or by the laws of descent and
distribution.


 


(b)                                 Upon exercise
of Stock Appreciation Rights, the holder shall be entitled to receive therefor
payment, in the sole discretion of the Committee, in the form of shares of
Common Stock (rounded down to the next whole number so that no fractional
shares are issued), cash or any combination thereof.  The amount of such payment shall be equal in
value to the difference between the Stock Appreciation Right exercise price per
share (which shall be at least 


 


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equal to the Fair Market per share of the Common Stock as of the date
of grant of the SAR) and the Fair Market Value per share of the Common Stock on
the date the Stock Appreciation Right is exercised, multiplied by the number of
shares with respect to which the Stock Appreciation Right shall have been
exercised.


 


(c)                                  Stock
Appreciation Rights shall terminate in accordance with the provisions of Section 4.1(h) (as
applied to Stock Appreciation Rights instead of Options as otherwise therein
provided) if the holder’s employment or service with the Company (or its
successor, if applicable) terminates.


 


5.4                               Effect
on Related Stock Option.  The
number of shares of Common Stock with respect to which Stock Appreciation
Rights are exercised (rather than the number of shares issued by the Company
upon such exercise) shall be deemed for the purpose of Section 3.3 to have
been issued under an Option granted pursuant to this Plan and shall not
thereafter be available for the granting of further Benefits under this Plan.


 


5.5                               No
Rights as a Stockholder. 
Holders of Stock Appreciation Rights hereunder shall have no rights as
stockholders in respect thereof.  No
adjustments shall be made for dividends (ordinary or extraordinary, whether in
cash, securities or other property) or distributions or other rights for which
the record date is prior to the date such stock certificate is issued, except
as provided in Section 4.1(e), as applied to Stock Appreciation Rights.


 


ARTICLE VI


 


PERFORMANCE SHARES


 


6.1                               Award
of Performance Shares.  The
Committee shall have the authority to grant Performance Shares to any Eligible
Person, subject to the maximum number of shares of Common Stock that may be
issued under this Plan pursuant to Section 3.3, above.  The Committee shall determine the Eligible
Persons to whom, and the time or times at which, Performance Shares shall be
awarded, the number of Performance Shares to be included in each award, the
duration of the period (the “Performance Period”) during which, and the
conditions under which, receipt of the shares of Common Stock will be deferred,
and the other terms and conditions of the award in addition to those set forth
in Section 6.2.  The provisions of
Performance Share awards need not be the same with respect to each grantee, and
such awards to individual grantees need not be the same in subsequent years.


 


6.2                               Terms
and Conditions.  Performance
Shares awarded pursuant to this Article VI shall be subject to the
following terms and conditions and such other terms and conditions, not inconsistent
with the terms of this Plan, as the Committee shall deem desirable:


 


(a)                                  Conditions.  The
Committee, in its sole discretion, shall specify the Performance Period during
which, and the conditions under which, the receipt of shares of Common Stock covered
by the Performance Share award will be deferred.  The receipt of shares of Common Stock
pursuant to a Performance Share award may be conditioned upon the attainment of
one or more pre-established performance goals, which if applicable, may be
established in accordance with the requirements of Section 162(m) of
the Code and the 


 


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regulations promulgated thereunder. 
To meet such requirements, objective performance goals must be
established by the Committee in writing not later than 90 days after the
commencement of the Performance Period, provided that the outcome is
substantially uncertain at the time the goal is established.  The performance goals may be based on the
Company’s stock price, return on assets, return on capital employed, return on
shareholders’ equity, earnings, earnings per share, total shareholder return,
sales, costs, success in meeting specified product development or other
milestones, or otherwise, whether related to the performance of Osiris, a
particular business unit, individual performance, or otherwise, as may be
established by the Committee from time to time. 
Except as provided in any applicable Agreement, when circumstances occur
that cause predetermined performance objectives to be an inappropriate measure
of performance, the Compensation Committee, in its discretion, may adjust the
performance goals.


 


(b)                                 Award Certificate.  Each
Performance Share award shall be evidenced by, and subject to the terms of, a
Performance Share certificate executed by the Company.  The Performance Share certificate shall
specify the number of shares of Common Stock subject to the award, the
applicable Performance Period, the applicable performance goals, and the other
terms and conditions applicable to such award.


 


(c)                                  Stock Certificates.  If
the Committee determines, after the expiration of the Performance Period, that
the performance goals specified in the Performance Share certificate and all
other material terms of the Performance Share award have been satisfied, stock
certificates representing the number of shares of Common Stock covered by the
Performance Share award shall be issued and registered in the name of, and
delivered to, the grantee.


 


(d)                                 Termination of Employment or Service.  Unless otherwise determined by the Committee
at the time of grant, the Performance Shares will be forfeited upon a grantee’s
termination of employment or service during the Performance Period for any
reason (including death, disability or retirement).


 


(e)                                  Payouts.  At the end
of a Performance Period, the Committee shall determine the extent to which the
applicable performance goals have been satisfied.  In the event of a payout with respect to a
Performance Share award, such payout shall be made no later than two and
one-half (21⁄2) months following the end of the Performance Period.


 


(f)                                    Effect of Recapitalization; Reorganization.  In the event of a transaction described in Section 4.1(e),
each outstanding Performance Share award shall be adjusted as provided in Section 4.1(e).


 


6.3                               Individual
Limit.  The maximum number of shares
of Common Stock that may be subject to Performance Share awards granted to any
individual Eligible Person during any calendar year shall be 50,000 shares
(subject to any increase or decrease pursuant to the adjustment provisions of
this Plan).


 


6.4                               Deferrals.  The Committee, in its discretion, may provide
an opportunity for Eligible Persons to defer Performance Share awards beyond
the scheduled payment date described in Section 6.2(e).  In such event, the deferral election and
deferred payout shall comply with the requirements of Section 409A of the
Code.  Accordingly, (i) the deferral
election shall 


 


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be
made no later than twelve (12) months prior to the end of the Performance
Period (or six months prior to the end of the Performance Period if the
Performance Shares qualify as “performance-based compensation” within the
meaning of Section 409A), (ii) the deferred payout date shall be a
specified date or other permissible payment event under Section 409A that
is at least five (5) years after the date described in Section 6.2(e),
and (iii) in the case of an Eligible Person who is a “specified employee”
within the meaning of Section 409A of the Code and such deferred payment
is made on account of his or her separation from service with the Company, the
payment is made at least six (6) months following such separation from
service.


 


ARTICLE VII


 


PERFORMANCE UNITS


 


7.1                               Award
of Performance Units.  The
Committee shall have the authority to grant Performance Units to any Eligible
Person, subject to Section 3.3.  The
Committee shall determine the Eligible Person to whom, and the time or times at
which, Performance Units shall be awarded, the number of Performance Units to
be included in each award, the duration of the period (the “Performance Cycle”)
during which, and the conditions under which, a grantee’s right to Performance
Units will be vested, and the other terms and conditions of the award in
addition to those set forth in Section 7.2.  A Performance Unit shall have a fixed dollar
value.  The provisions of Performance
Unit awards need not be the same with respect to each grantee, and such awards
to individual grantees need not be the same in subsequent years.


 


7.2                               Terms
and Conditions.  The
Performance Units awarded pursuant to this Article VII shall be subject to
the following terms and conditions and such other terms and conditions, not
inconsistent with the terms of this Plan, as the Committee shall deem
desirable:


 


(a)                                  Conditions.  The
Committee, in its sole discretion, shall specify the Performance Cycle during
which, and the conditions under which, the grantee’s right to Performance Units
will be vested.  The vesting of
Performance Units shall be conditioned upon the attainment of one or more
pre-established performance goals, which if applicable may be objective and
established in accordance with the requirements of Section 162(m) of
the Code and the regulations promulgated thereunder.  To meet such requirements, objective
performance goals must be established by the Committee in writing not later
than 90 days after the commencement of the Performance Cycle, provided that the
outcome is substantially uncertain at the time the goal is established.  The performance goals may be based on the
Company’s stock price, return on assets, return on capital employed, return on
shareholders’ equity, earnings, earnings per share, total shareholder return,
sales, costs, success in meeting specified product development or other
milestones, or otherwise, whether related to the performance of Osiris, a
particular business unit, individual performance, or otherwise, as may be
established by the Committee from time to time. 
Except as provided in any applicable Agreement, when circumstances occur
that cause predetermined performance objectives to be an inappropriate measure
of performance, the Committee, in its discretion, may adjust the performance
goals.


 


(b)                                 Award Certificate.  Each
Performance Unit Award shall be evidenced by, and subject to the terms of, a
Performance Unit certificate executed by the Company.  The Performance Unit certificate shall
specify the dollar value of the award, the applicable 


 


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Performance Cycle, the applicable performance goals, and the other
terms and conditions applicable to such award.


 


(c)                                  Termination of Employment.  Unless otherwise determined by the Committee
at the time of grant, the Performance Units will be forfeited upon an Eligible
Person’s termination of employment or service during the Performance Cycle for
any reason (including death, disability or retirement).


 


(d)                                 Payouts.  At the end
of a Performance Period, the Committee shall determine the extent to which the
applicable performance goals have been satisfied.  In the event of a payout with respect to a
Performance Unit award, such payout shall be made no later than two and
one-half (21⁄2) months following the end of the Performance Period.  Payment may be made in cash, shares of Common
Stock or a combination of both, as determined by the Committee in its sole
discretion.


 


(e)                                  Effect of Recapitalization; Reorganization.  In the event of a transaction described in Section 4.1(e),
each outstanding Performance Unit award shall be adjusted as provided in Section 4.1(e).


 


7.3                               Individual
Limit.  The maximum dollar amount of
Performance Unit awards that may be granted to any individual during any
calendar year shall be $4,000,000.


 


7.4                               Deferrals.  The Committee, in its discretion, may provide
an opportunity for Eligible Persons to defer Performance Unit awards beyond the
scheduled payment date described in Section 7.2(d).  In such event, the deferral election and
deferred payout shall comply with the requirements of Section 409A of the
Code.  Accordingly, (i) the deferral
election shall be made no later than twelve (12) months prior to the end of the
Performance Period (or six months prior to the end of the Performance Period if
the Performance Units qualify as “performance-based compensation” within the
meaning of Section 409A), (ii) the deferred payout date shall be a
specified date or other permissible payment event under Section 409A that
is at least five (5) years after the date described in Section 7.2(d),
and (iii) in the case of an Eligible Person who is a “specified employee”
within the meaning of Section 409A of the Code and such deferred payment
is made on account of his or her separation from service with the Company, the
payment is made at least six (6) months following such separation from
service.


 


ARTICLE VIII


 


RESTRICTED STOCK


 


8.1                               Restricted
Stock.  The Committee, in its
discretion, may from time to time award and direct the Company to issue and
transfer Restricted Stock to any Eligible Person eligible to receive Benefits
under this Plan.  Each Eligible Person
who is awarded Restricted Stock subject to continuing restrictions shall
receive a Restricted Stock Agreement from the Company in a form specified by
the Committee and containing the terms and conditions, consistent with this
Plan, as the Committee, in its sole discretion, shall determine at the time the
award is made.


 


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Restricted Stock awarded to Eligible Persons may not
be sold, transferred, pledged or otherwise encumbered during the Restriction
Period.  The Eligible Person shall
otherwise have the entire beneficial ownership of the Restricted Stock awarded
to him or her, including the right to receive dividends and the right to vote
such Restricted Stock.


 


If an Eligible Person ceases to be employed by, or
serve as a Non-Employee Director of, the Company prior to the expiration of the
Restriction Period, or if the specified conditions are not met, then he or she
shall forfeit all of his or her Restricted Stock with respect to which the
Restriction Period has not yet expired and those shares of Common Stock must be
immediately returned to the Company; provided, however, that the Restricted
Stock Agreements, in the discretion of the Committee and pursuant to such terms
and conditions as it may impose, may provide: (1) that, if such Eligible
Person’s employment or service terminates for any reason other than conduct
that in the judgment of the Committee involves dishonesty or action by the
Eligible Person that is detrimental to the best interests of the Company, then
the Restricted Stock or any related compensation deferral or a portion thereof
shall not be forfeited; (2) that, if such Eligible Person’s employment or
service terminates on account of total and permanent disability, then the
Eligible Person shall not forfeit his or her Restricted Stock or any related
compensation deferral or a portion thereof; and (3) that, if such Eligible
Person dies while employed by, or serving as a Non-Employee Director of, the
Company, then his or her Restricted Stock or any related compensation deferral
or a portion thereof is not forfeited. 
In addition, the Committee shall, in accordance with its authority under
Section 2.3 hereof, have the power to make any determinations as to the
lapse of restrictions in respect of any Restricted Stock upon the occurrence of
any event described above.


 


Subject to Section 10.10, each Eligible Person
who is awarded Restricted Stock may, but need not, be issued a stock
certificate in respect of such shares of Restricted Stock.  Each certificate registered in the name of an
Eligible Person, if any, shall bear an appropriate legend referring to the
terms, conditions and restrictions applicable to such award as specifically set
forth in the Restricted Stock Agreement.


 


The Committee shall require that any stock
certificate issued in the name of an Eligible Person representing shares of
Restricted Stock be held in the custody of the Company until the expiration of
the Restriction Period applicable to such Restricted Stock and that, as a
condition of such issuance of a certificate for Restricted Stock, the Eligible
Person shall have delivered a stock power, endorsed in blank, relating to the
shares covered by such certificate.  In
no event shall the Restriction Period end prior to the payment, or the making
by the Eligible Person to the Company of adequate provision for the payment, of
the amount of any federal, state or local income or employment tax withholding
that may be required with respect to the Restricted Stock.


 


During the Restriction Period, the individual who
owns Restricted Stock shall have the right to vote shares of Restricted Stock
and to receive any dividends or other distributions paid on such shares,
subject to any restrictions deemed appropriate by the Committee.


 


If any change is made in the Common Stock by reason
of any merger, consolidation, reorganization, recapitalization, stock dividend,
split up, combination of shares, exchange of shares, change in corporate
structure, or otherwise, then any shares received by an Eligible 


 


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Person with respect to
Restricted Stock shall be subject to the same restrictions applicable to such
Restricted Stock and the certificates representing such shares shall be
deposited with the Company.


 


ARTICLE IX


 


CHANGE OF CONTROL


 


9.1                                 Upon a Change of Control
where the Company is not the surviving corporation (or survives only as a
subsidiary of another corporation), unless the Committee determines otherwise,
all outstanding Benefits shall be assumed by, or replaced with comparable
rights granted by, the surviving corporation.


 


9.2                                 Notwithstanding the
foregoing, subject to Section 9.3, in the event of a Change of Control,
the Committee may take any of the following actions: (a) require that
holders surrender their outstanding Options and Stock Appreciation Rights in
exchange for a payment by the Company, in cash or Common Stock as determined by
the Committee, in an amount equal to the amount by which the then Fair Market
Value of the shares subject to the holder’s unexercised Options and Stock
Appreciation Rights exceeds the exercise price of the Options and Stock
Appreciation Rights; (b) after giving holders an opportunity to exercise
their outstanding Options and Stock Appreciation Rights, terminate any or all
unexercised Options and Stock Appreciation Rights, at such time as the
Committee deems appropriate; or (c) declare all (or a portion of all)
outstanding Options and Stock Appreciation Rights to be fully exercisable and
declare that all (or certain) restrictions and conditions on outstanding
Performance Shares, Performance Unit, and Restricted Stock shall immediately
lapse.  Any surrender or termination of
rights under this Section 9.2 shall take place as of the date of the
Change of Control or such other date as the Committee may specify.


 


9.3                                 Notwithstanding anything in
the Plan to the contrary, in the event of a Change of Control, the Committee
shall not have the right to take any actions described in the Plan (including
without limitation actions described in Section 9.2) that would make the
Change of Control ineligible for favorable accounting treatment or that would
make the Change of Control ineligible for desired tax treatment if, in the
absence of such right, the Change of Control would qualify for such treatment
and the Company intends to use such treatment with respect to the Change of
Control.


 


ARTICLE X


 


MISCELLANEOUS


 


10.1                        Withholding
Taxes.  An Eligible Person granted
Options, Restricted Stock, Stock Appreciation Rights, Performance Shares or
Performance Units under this Plan shall be conclusively deemed to have
authorized the Company to withhold from the salary, commissions, fees or other
compensation of such Eligible Person funds in amounts or property (including
Common Stock) in value equal to any federal, state and local income, employment
or other withholding taxes applicable to the income recognized by such Eligible
Person and attributable to the Options, Option Shares, Restricted Stock, Stock
Appreciation Rights, Performance Shares 


 


16

















 


or
Performance Units as, when and to the extent, if any, required by law;
provided, however, that, in lieu of the withholding of federal, state and local
taxes as herein provided, the Company may require that the Eligible Person (or
other person exercising such Option, Stock Appreciation Rights, Performance
Shares or Performance Units or holding such Restricted Stock) pay the Company
an amount equal to the federal, state and local withholding taxes on such
income at the time such withholding is required or such other time as shall be
satisfactory to the Company.


 


10.2                        Amendment,
Suspension, Discontinuance or Termination of Plan.  The Committee may from time to time amend,
suspend or discontinue this Plan or revise it in any respect whatsoever for the
purpose of maintaining or improving the effectiveness of this Plan as an
incentive device, for the purpose of conforming this Plan to applicable
governmental regulations or to any change in applicable law or regulations or
for any other purpose permitted by law; provided, however, that no such action
by the Committee shall adversely affect any Benefit theretofore granted under
this Plan without the consent of the holder so affected; and provided further
that the Committee may not materially increase the number of shares of Common
Stock authorized under Section 3.3 of this Plan or materially modify this
Plan’s requirements as to eligibility for participation or materially increase
the benefits accruing to participants under this Plan, in any such case without
the approval of the stockholders of the Company.  Unless sooner terminated by the Committee,
this Plan will terminate on May 27, 2020; it being acknowledged however,
for the avoidance of doubt, that any awards granted or made prior to any
termination will not be affected thereby.


 


10.3                        Governing
Law.  This Plan shall be governed
by, and construed in accordance with, the laws of the State of Delaware
(without giving effect to principles of conflict of laws); provided, however,
that if and in the event of the consummation of the merger (the “Merger”) of
Company with and into Osiris Maryland, Inc., a Maryland corporation, as
survivor (the “Surviving Company”), this Plan shall thereupon be governed by,
and construed in accordance with, the laws of the State of Maryland (without
giving effect to principles of conflict of laws);.


 


10.4                        Designation.  This Plan may be referred to in other
documents and instruments as the “Osiris Therapeutics, Inc. Amended and
Restated 2006 Omnibus Plan.”


 


10.5                        Indemnification
of Committee.  In addition
to such other rights of indemnification as they may have as directors or as
members of the Committee, the members of the Committee shall be indemnified by
the Company against the reasonable expenses, including attorneys’ fees,
actually and necessarily incurred in connection with the defense of any
investigation, action, suit or proceeding, or in connection with any appeal
therefrom, to which they or any of them may be a party by reason of any action
taken or failure to act under or in connection with this Plan or any Benefit,
and against all amounts paid by them in settlement thereof (provided such
settlement is approved by independent legal counsel selected by the Company) or
paid by them in satisfaction of a judgment in or dismissal or other
discontinuance of any such investigation, action, suit or proceeding, except in
relation to matters as to which it shall be adjudged in such investigation, action,
suit or proceeding that such Committee member is liable for negligence or
misconduct in the performance of his or her duties; provided that, within 60
days after institution of any such investigation, action, suit or proceeding, a
Committee member shall in writing offer the Company the opportunity, at its own
expense, to handle and defend the same.


 


17

















 


10.6                        Reservation
of Shares.  The Company
shall at all times during the term of this Plan, and so long as any Benefit
shall be outstanding, reserve and keep available (and will seek or obtain from
any regulatory body having jurisdiction any requisite authority in order to
issue) such number of shares of its Common Stock as shall be sufficient to
satisfy the requirements of this Plan. 
Inability of the Company to obtain from any regulatory body of
appropriate jurisdiction authority considered by the Company to be necessary or
desirable to the lawful issuance of any shares of its Common Stock hereunder
shall relieve the Company of any liability in respect of the nonissuance or
sale of such Common Stock as to which such requisite authority shall not have
been obtained.


 


10.7                        Application
of Funds.  The
proceeds received by the Company from the sale of Common Stock pursuant to the
exercise of Options will be used for general corporate purposes.


 


10.8                        No
Obligation to Exercise.  The
granting of a Benefit shall impose no obligation upon the holder to exercise or
otherwise realize the value of that Benefit.


 


10.9                        Approval
of Stockholders.  No Benefit
granted under this Plan shall be enforceable against the Company unless and
until this Plan, insofar as it relates to such Benefit, has been approved or
ratified by the stockholders of the Company in the manner and to the extent
required by the Exchange Act and the General Corporation Law of the State of
Delaware (or following the Merger, the Maryland General Corporation Law).


 


10.10                 Uncertificated
Shares.  Each Eligible Person who
exercises an Option to acquire Common Stock or is awarded Restricted Stock may,
but need not, be issued a stock certificate in respect of the Common Stock so
acquired.  A “book entry” (i.e., a
computerized or manual entry) shall be made in the records of the Company to
evidence the issuance of shares of Common Stock to an Eligible Person where no
certificate is issued in the name of the Eligible Person.  Such Company records, absent manifest error,
shall be binding on Eligible Persons.  In
all instances where the date of issuance of shares may be deemed significant
but no certificate is issued in accordance with this Section 10.10, the
date of the book entry shall be the relevant date for such purposes.


 


10.11                 Forfeiture
for Competition.  If a
participant in this Plan provides services to a competitor of the Company or
any of its subsidiaries, whether as an employee, officer, director, independent
contractor, consultant, agent or otherwise, such services being of a nature
that can reasonably be expected to involve the skills and experience used or developed
by the participant while an Eligible Person, then that participant’s rights to
any Benefits hereunder shall automatically be forfeited, subject to a
determination to the contrary by the Committee.


 


10.12                 Successors.  This Plan shall be binding upon any and all
successors of the Company (including without limitation, if and in the event of
the consummation of the Merger, the Surviving Company, which shall then be and
become the “Company” hereunder).


 


10.13                 Employment/Service
Rights.  Nothing in this Plan or in any
Agreement shall confer on any Employee any right to continue in the employ of
the Company or any of its subsidiaries or shall interfere in any way with the
right of the Company or any of its subsidiaries to terminate such person’s
employment at any time.  Nothing in this
Plan or in any Agreement 


 


18

















 


shall
confer on any Non-Employee Director any right to continue to serve as a member
of the Board, nor is there any implied agreement or understanding that such
Non-Employee Director will be nominated for reelection to the Board.


 


10.14                 Other
Actions.  Nothing contained in the Plan
shall be construed to limit the authority of the Company to exercise its
corporate rights and powers, including, but not by way of limitation, the right
of the Company to grant options for proper corporate purposes other than under
the Plan with respect to any employee or other person, firm, corporation or
association.


 


10.15                 Tax
Treatment and Characterization.  Neither the Company nor any other person
represents or warrants to any Plan participant (i) that any Option granted
hereunder shall be considered an ISO for applicable tax purposes or (ii) that
favorable or desirable tax treatment or characterization will be applicable in
respect of any Benefit.


 


10.16                 Legend.  The Committee may require each person
exercising an Option to represent to and agree with the Company in writing that
he or she is acquiring the Option Shares without a view to distribution
thereof.  In addition to any legend
required by this Plan, the stock certificates representing such Option Shares
may include any legend which the Committee deems appropriate to reflect any
restrictions on transfer.


 


All certificates for Option Shares shall be subject
to such stock transfer orders and other restrictions as the Committee may deem
advisable under the rules, regulations and other requirements of the Securities
and Exchange Commission, any stock exchange upon which the Common Stock is then
listed, any applicable federal or state securities law, and any applicable
corporate law, and the Committee may cause a legend or legends to be put on any
such certificates to make appropriate reference to such restrictions.


 


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