exhibit10-42.htm


     

    EXHIBIT 10.42

      

    
      	    		   	
              EMPLOYEE STOCK PURCHASE
      PLAN 
(Amended and Current as of April 8,
      2010) 

               

            


    

     

    ARTICLE I - General


     

    
      	1.1	      
      	The purpose of
      Photronics, Inc. Employee Stock Purchase Plan is to provide eligible
      employees of the Company and its designated subsidiaries (if any) with an
      opportunity to acquire a proprietary interest in the Company by the
      purchase of shares of the Common Stock of the Company directly from the
      Company through payroll deductions. It is felt that employee participation
      in the ownership of the Company will be to the mutual benefit of both the
      employees and the Company.
	 
	1.2	
            	The Plan is
      intended to qualify as an "employee stock purchase plan" within the
      meaning of Section 423 of the Internal Revenue Code of 1986, as amended
      (the "Code"). The provisions of the Plan shall, accordingly, be construed
      so as to extend and/or limit eligibility and participation in a manner
      consistent, and so as to otherwise comply, with the requirements of the
      Code.
	 
	1.3	
            	Eligibility and
      participation in the Plan shall give any Employee only such rights as are
      set forth in the Plan and any amendments hereto and shall in no way affect
      or in any manner limit the Company's right to discharge the Employee,
      which right is expressly reserved by the Company, or impair the authority
      of the Plan Committee to limit the Employee's rights, claims or causes, as
      provided in the Plan.


    

     

    ARTICLE II - Definitions


     

    
      	2.1	      
      	The following
      words and phrases, when used in the Plan, shall have the following
      respective meanings, unless the context clearly indicates
    otherwise:


    

     

    "Authorized Leave of
Absence" 

     

    Any leave of absence authorized under the
Company's standard personnel practices, provided that all persons under similar
circumstances must be treated equally in the granting of such Authorized Leave
of Absence and provided further that the person returns to the employ of the
Company upon the expiration of an Authorized Leave of Absence. 

     

    "Board of Directors" 

     

    The Board of Directors of Photronics, Inc.


     

    "Code" 

     

    The Internal Revenue Code of 1986, as amended
from time to time, and applicable Treasury Department regulations issued
thereunder. 

     

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    "Common Stock" 

     

    The Common Stock, par value $0.01 per share,
of the Company, or the securities adjusted or substituted therefor pursuant to
Article XIV. 

     

    "Company" 

     

    Photronics, Inc., a Connecticut corporation,
or its successor or successors or any present or future subsidiary of
Photronics, Inc., which may be designated to participate in the Plan by the
Board of Directors. 

     

    "Compensation" 

     

    The Compensation of an Eligible Employee shall
be determined in accordance with procedures approved by the Plan Committee or
the Board of Directors. In the absence of the adoption of specific procedures,
Compensation of an Eligible Employee shall be the annualized salary or wages of
such Employee based on such Employee's current rate of pay and work schedule,
but excluding any discretionary overtime, sick pay, vacation pay or other
benefits.

     

    "Disability" 

     

    Disability shall have the same meaning set
forth in Section 22(e)(3) of the Code or any successor provision thereto. At
present, a disability is defined as a physical or mental impairment or
incapacity which, in the opinion of a physician selected by the Plan Committee,
can be expected to result in death or has lasted or can be expected to last for
a continuous period of at least twelve (12) months and renders the Participant
unable to engage in any substantial, gainful activity. 

     

    "Effective Date of the
Plan" 

     

    The date on which the Plan shall have become
effective pursuant to Article XVII, provided, however, that if the Plan shall
not be approved by the stockholders of the Company as provided in Article XVII,
the Plan and all rights granted hereunder shall be, and be deemed to have been,
null and void. 

     

    "Eligible Employee" 

     

    An Employee who is eligible to participate in
the Plan in accordance with provisions of Articles IV and V. 

     

    "Employee" 

     

    Any person who, on an Offering Date, is a
common law employee of the Company and whose customary employment is for more
than twenty (20) hours per week and for more than five (5) months per calendar
year, other than any highly compensated employees (within the meaning of Section
414[q] of the Code or any successor provision thereto) of the Company who are
excluded from participation hereunder by action of the Board of Directors. A
person who is or has been on an Authorized Leave of Absence, and who in the
absence of such Authorized Leave of Absence would have been classified as an
Employee, shall in the discretion of the Plan Committee be considered to be an
Employee, except to the extent that such determination is inconsistent with
Section 423 of the Code. Such determination by the Plan Committee shall be final
and conclusive. 

     

    "Offering" 

     

    An Offering in accordance with the provisions
of Article V. 

     

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    "Offering Date" 

     

    The date of an Offering as established by the
Plan Committee pursuant to Section 5.1 hereof. 

     

    "Participant" 

     

    An Eligible Employee who subscribes for Shares
pursuant to Article VI. 

     

    "Plan" 

     

    The Photronics, Inc. Employee Stock Purchase
Plan set forth herein, as amended from time to time in accordance with the
provisions of Article XV. 

     

    "Plan Committee" 

     

    The committee provided for in Article XII to
administer the Plan. 

     

    "Purchase Date" 

     

    A Purchase Date as provided in Sections 8.1 or
10.3, as appropriate. 

     

    "Shares" 

     

    Shares of Common Stock offered under the Plan.


     

               
The masculine gender, whenever used in the Plan, shall be deemed to
include the feminine gender, and whenever the plural is used it shall include
the singular, if the context so requires. 

     

    ARTICLE III - Shares Subject to the Plan 

     

    
      	3.1	      	Subject to the
      provisions of Article XIV hereof, the aggregate number of shares of Common
      Stock which may be issued under the Plan shall not exceed 1,200,000. The
      aggregate number of such shares which may be issued with respect to any
      Offering shall be determined by the Plan Committee with respect to such
      Offering. Such shares may be authorized but unissued shares of Common
      Stock or issued shares of Common Stock which are held by the Company. Any
      shares subscribed for under the Plan and not purchased as a result of the
      cancellation in whole or in part of such subscription shall (unless the
      Plan shall have terminated) be again available for issuance under the
      Plan.


    

     

    ARTICLE IV - Eligibility


     

    
      	4.1	      	Each
      Employee who has been continuously employed by the Company for the one
      complete calendar month (or such longer period as may be determined by the
      Plan Committee) ending immediately prior to an Offering Date shall be
      eligible to participate in the Offering under the Plan made on such
      Offering Date.
	 
	4.2	
            	Notwithstanding the provisions of Section 4.1, no Employee shall be
      offered Shares if, immediately after he would subscribe for such Shares,
      such Employee would own capital stock (including shares of Common Stock
      which may be purchased under such subscription and under any other
      outstanding subscriptions under the Plan or options to purchase shares of
      Common Stock of the Company held by such Employee, as computed in
      accordance with Section 423[b][3] of the Code or any successor provision
      thereto) possessing 5% or more of the total combined voting power or value of all classes of stock of
      the Company. For purposes of determining the stock ownership of any
      Employee, the provisions of Section 424[d] of the Code shall apply.
      


    


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    ARTICLE V - Offering Under the Plan 

     

    
      	5.1	      	Offerings under the Plan shall be made on such Offering Dates as
      shall be determined by the Plan Committee. Notwithstanding anything to the
      contrary, no Offering shall be made on any date prior to the date that a
      required registration statement with respect to such Offering filed under
      the Securities Act of 1933, as amended, has become effective. Nothing
      contained herein shall be deemed to require that an Offering be made in
      any year.
	 
	5.2	
            	[a]	      	Subject to the limitations set forth in
      Sections 5.2[b] and 6.3, and to the other terms and conditions of the
      Plan, in each offering under the Plan, each Eligible Employee on an
      Offering Date shall be offered the right during the Subscription Period as
      provided in Section 6.2, to subscribe to purchase such number of Shares as
      the percentage designated by the Plan Committee for such offering (not to
      exceed 5%) of his Compensation would buy, at a price equal to the product
      of (i) the fair market value of a Share on the Offering Date, multiplied
      by (ii) the Purchase Price percentage utilized under Section 5.3
      hereof.
	
            	
            	
            	
            	 
	 	
            	[b]	
            	Notwithstanding
      anything to the contrary contained in Sub-Section [a] of this Section 5.2,
      no Eligible Employee shall be eligible to subscribe for Shares in an
      Offering if, immediately after he would subscribe for such Shares, such
      subscription would permit his rights to purchase shares of Common Stock
      under all employee stock purchase plans of the Company to accrue at a rate
      which exceeds $25,000 (or such other maximum amounts as may be prescribed
      from time to time under the Code) of the fair market value of such shares
      (determined as of the Offering Date for such Offering) for each calendar
      year in which such subscription would be outstanding at any time. For
      purposes of this limitation the provisions of Section 423[b][8] of the
      Code shall be applicable.
	 
	5.3	
            	The
      Purchase Price per share subscribed for all Shares in a particular
      Offering shall be an amount equal to such percentages, not greater than
      100% nor less than 85%, as shall be determined by the Plan Committee on or
      prior to the Offering Date, of the fair market value of a share of Common
      Stock (determined in accordance with the provisions of Article XIII) on
      one of the following dates with respect to such Offering, with such date
      to be determined by the Plan Committee on or prior to the Offering Date:
      (i) the Offering Date, (ii) the Purchase Date, or (iii) the Offering Date
      or the Purchase Date (whichever would result in a lower Purchase Price for
      the Common Stock).
	 
	5.4	
            	In
      order to participate in any Offering, an Eligible Employee entitled to
      subscribe for Shares in such Offering shall comply with the subscription
      procedures set forth in Article VI.


    

     

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    ARTICLE VI - Subscriptions for Shares 

     

    
      	6.1	      	As soon as
      practicable after an Offering Date, the Company shall furnish to each
      Eligible Employee a Subscription Agreement setting forth the maximum
      number of Shares to which such Eligible Employee may subscribe in such
      Offering, the fair market value per share of Common Stock on the Offering
      Date, the Purchase Price for Shares in such Offering and such other terms
      and conditions consistent with the Plan as shall be determined by the Plan
      Committee.
	 
	6.2	
            	Within fifteen
      (15) days after receipt of such Subscription Agreement, an Eligible
      Employee desiring to participate in the Offering shall notify the Plan
      Committee of the number of Shares for which he desires to subscribe. Such
      notification shall be effected by the Eligible Employee's completing,
      executing and returning to the Secretary of the Company the Subscription
      Agreement. All such subscriptions shall be deemed to have been made as of
      the Offering Date. No subscription shall be accepted from any person who
      is not an Eligible Employee on the date his subscription is received by
      the Company.
	 
	6.3	
            	The minimum
      number of Shares for which an Eligible Employee will be permitted to
      subscribe in any Offering is ten (10) (or the number of Shares offered to
      him if fewer than ten). If at any time the Shares available for an
      Offering are oversubscribed, the Number of Shares for which each Eligible
      Employee is entitled to subscribe pursuant to Section 5.2 shall be
      reduced, pro rata, to such lower number as may be necessary to eliminate
      such over-subscription.
	 
	6.4	
            	If an Eligible
      Employee fails to subscribe to the Shares within the period and in the
      manner prescribed in Section 6.2, he shall waive all rights to purchase
      Shares in that Offering.


    

     

    ARTICLE VII - Payment for Shares 

     

    
      	7.1	      	The aggregate Purchase Price for the Shares for which a Participant
      subscribes in any Offering in accordance with the provisions of Article VI
      of the Plan shall be paid by means of payroll deductions.
	 
	7.2	
            	[a]	
            	The aggregate Purchase Price for
      Shares shall be paid by payroll deductions in equal amounts over a period
      of 24 months (or such shorter period as shall be determined by the Plan
      Committee in accordance with the Plan) from the Offering Date. The period
      over which such payroll deductions are to be made in hereinafter referred
      to as the "Payment Period".
	
            	
            	
            	
            	 
	 	
            	[b]	      	Such
      payroll deductions with respect to an Offering shall commence as soon as
      practicable after the receipt of the Company of the executed Subscription
      Agreement authorizing such payroll deductions, and shall cease upon the
      earlier of the termination of the Payment Period or payment in full of the
      Purchase Price for such Shares. A Participant may cancel his subscription
      to the extent provided for in Article X, but no other change in terms of
      his Subscription Agreement may be made during the Payment Period and, in
      particular, in no event may a Participant change the amount of his payroll
      deductions under such Subscription Agreement. All payroll deductions
      withheld from a Participant under a Subscription Agreement shall be
      credited to his account under the Plan. In the event that payroll
      deductions are simultaneously being made with respect to more than one
      Subscription Agreement, the aggregate amount of such payroll deductions at
      any payday shall be credited first toward the payment for Shares
      subscribed for in the earliest Offering. A Participant may not make any
      separate cash payment into his account, provided, however, that a
      Participant who has been deemed to be in the employ of the Company while
      on an Authorized Leave of Absence without pay during the Payment Period,
      may upon his return to the actual employ of the Company, make a cash
      payment into his account in an amount not exceeding the aggregate of the
      payroll deductions which would have been made during such Authorized Leave
      of Absence.


    

     

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            	[c]	      	All funds
      representing payroll deductions for the accounts of Participants will,
      except as provided in Section 7.3, be paid into the general funds of the
      Company. No interest will be paid or accrued under any circumstances on
      any funds withheld by the Company as payroll deductions pursuant to this
      Section 7.2 or on any other funds paid to the Company for purchases of
      Shares under the Plan.
	 
	7.3	      	Notwithstanding anything in this Article VII to the contrary, with
      respect to any Offering which is made prior to the approval of the Plan by
      the stockholders of the Company, all payroll deductions withheld for the
      accounts of Participants shall, until the Plan is approved by the
      stockholders, be held by the Company in a special escrow account for the
      benefit of such Participants. No interest will be paid or accrued under
      any circumstances on such funds. No Shares will be issued to such
      Participants until after approval of the Plan by the stockholders. In the
      event that the Plan is not approved by the stockholders within the period
      specified in Article XVII, all such funds will thereupon be promptly
      refunded to the respective Participants.
	 
	7.4	
            	Failure
      to pay for subscribed Shares as provided in this Article VII shall
      constitute the cancellation of such subscription to the extent that any
      such Shares shall not have been so paid
for.


    

     

    ARTICLE VIII - Issuance of Shares 

     

    
      	8.1	      	At the end of the
      Payment Period for an Offering, (each of which dates is referred to as a
      "Purchase Date"), the balance of all amounts then held in the account of a
      Participant representing payroll deductions pursuant to a Subscription
      Agreement shall be applied to the purchase by the Participant from the
      Company of the number of Shares equal to the amount of such balance
      divided by the Purchase Price per share for such Shares applicable on such
      Purchase Date up to the number of Shares provided for in the respective
      Subscription Agreement. Any amount remaining in the Participant's account
      in excess of the sum required to purchase whole Shares on a Purchase Date
      shall be promptly refunded to the Participant. As soon as practicable
      after a Purchase Date, the Company will issue and deliver to the
      Participant a certificate representing the Shares purchased by him from
      the Company on such Purchase Date. No fractional shares will be issued at
      any time.
	 
	8.2	
            	A Participant who
      disposes (whether by sale, exchange, gift or otherwise) of any of the
      Shares acquired by him pursuant to the Plan within two (2) years after the
      Offering Date for such Shares or within one (1) year after the issuance of
      Shares to him shall notify the Company in writing of such disposition
      within thirty (30) days after such
disposition.


    

     

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    ARTICLE IX - Rights of Stockholders 

     

    
      	9.1	      	A Participant
      shall not have any rights to dividends or any other rights as a
      stockholder of the Company with respect to any Shares until such Shares
      shall have been issued to him as reflected by the books and records
      maintained by the Company's transfer agent relating to stockholders of the
      Company.


    

     

    ARTICLE X - Voluntary Withdrawal/Termination of Employment 

     

    
      	10.1	      	A Participant may
      discontinue his payroll deductions under a Subscription Agreement at any
      time by giving written notice thereof to the Plan Committee, effective for
      all payroll periods commencing five (5) days after receipt of such notice
      by the Plan Committee. The balance in the account of such Participant
      following such discontinuance shall be promptly refunded to the
      Participant. Withdrawal from an Offering pursuant to this Section 10.1
      shall not affect an Eligible Employee's eligibility to participate in any
      other Offering under the Plan.
	 
	10.2	
            	If the
      Participant's employment with the Company is terminated for any reason
      other than death while still an Employee, such Participant's rights to
      purchase Shares under any Subscription Agreement shall immediately
      terminate. Any balance remaining in his account as of the date of such
      termination of employment shall be promptly refunded to the
      Participant.
	 
	10.3	
            	In the event of
      the death of an Employee who was a Participant prior to the purchase of
      the Shares for which he subscribed pursuant to Article VI hereof, the
      person or persons who acquired by laws of descent and distribution (his
      "Estate") his rights to purchase Shares under his Subscription
      Agreement(s), shall have the right within ninety (90) days after the death
      of the Participant (but in no event later than the termination of the
      Payment Period) to purchase from the Company that number of Shares
      subscribed for and not issued to the Participant prior to his death which
      the balance in the Participant's payroll deduction account is sufficient
      to purchase. The failure of the person or persons so acquiring his rights
      to so give notice of intention to purchase shall constitute a forfeiture
      of all further rights of the Participant or other persons to purchase such
      Shares and in such event, the balance in the Participant's payroll
      deduction account will be refunded, without interest. If the Participant
      dies more than fifty (50) days prior to the termination of the Payment
      Period and his Estate elects to purchase the Shares subscribed for, the
      Purchase Price for his Shares shall be the percentage, designated pursuant
      to Section 5.3, of the fair market value on the Offering Date,
      irrespective of the Purchase Price for other
  Participants.


    

     

    ARTICLE XI - Non-Transferability of Subscription Rights 

     

    
      	11.1	      	During the
      lifetime of a Participant, the Shares for which he subscribes may be
      purchased only by him. No Subscription Agreement of a Participant and no
      right under or interest in the Plan or any such Subscription Agreement
      (hereinafter collectively referred to as "Subscription Rights") may be
      assigned, transferred, pledged, hypothecated or disposed of in any way (whether by operation of law
      or otherwise), except by the Participant's will or by the applicable laws
      of descent and distribution, or may be subject to execution, attachment or
      similar process. Any assignment, transfer, pledge, hypothecation or other
      disposition of Subscription Rights, or any levy of execution, attachment
      or other process attempted upon Subscription Rights, shall be null and
      void and without effect, and in any such event all Subscription Rights
      shall, in the sole discretion of the Plan Committee (exercised by written
      notice to the Participant or to the person then entitled to purchase the
      Shares under the provisions of Sections 10.3 hereof), terminate as of the
      occurrence of any such event. 


    

     

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    ARTICLE XII - Administration of the Plan 

     

    
      	12.1	      	The Plan shall be
      administered by a Plan Committee which shall consist of two (2) or more
      members of the Board of Directors, none of whom shall be eligible to
      participate in the Plan. The members of the Plan Committee shall be
      appointed, and may be removed, by the Board of Directors. The Board of
      Directors shall have the power to remove and substitute for members of the
      Plan Committee and to fill any vacancy which may occur in the Plan
      Committee.
	 
	12.2	
            	Unless otherwise
      determined by the Board of Directors, the members of the Plan Committee
      shall serve without additional compensation for their services. All
      expenses in connection with the administration of the Plan, including, but
      not limited to, clerical, legal and accounting fees, and other costs of
      administration, shall be paid by the Company.
	 
	12.3	
            	The Chairman of
      the Plan Committee shall be designated by the Board of Directors. The Plan
      Committee shall select a Secretary who need not be a member of the Plan
      Committee. The Secretary, or in his absence, any member of the Plan
      Committee designated by the Chairman, shall keep the minutes of the
      proceedings of the Plan Committee and all data, records and documents
      relating to the administration of the Plan by the Plan
  Committee.
	 
	12.4	
            	A quorum of the
      Plan Committee shall be such number as the Committee shall from time to
      time determine, but shall not be less than a majority of the entire Plan
      Committee. The acts of a majority of the members of the Plan Committee
      present at any meeting at which a quorum is present shall be the act of
      the Plan Committee. Members of the Plan Committee may participate in a
      meeting by means of telephone conference or similar communications
      procedure pursuant to which all persons participating in the meeting can
      hear each other. The Plan Committee may take action without a meeting if
      such action is evidenced by a writing signed by at least a majority of the
      entire Plan Committee.
	 
	12.5	
            	The Plan
      Committee may, by an instrument in writing, delegate to one or more of its
      members or to an officer or officers of the Company any of its powers and
      its authority under the Plan, including the execution and delivery on its
      behalf of instruments, instructions and other documents.
	 
	12.6	
            	It shall be the
      sole and exclusive duty and authority of the Plan Committee to interpret
      and construe the provisions of the Plan, to decide any disputes which may
      arise with regard to the status, eligibility and rights of Employees under
      the terms of the Plan, and any other persons claiming an interest under
      the terms of the Plan, and, in general, to direct the administration of
      the Plan.
	 
	12.7	
            	The Plan
      Committee may adopt, and from time to time amend, such rules and
      regulations consistent with the
      purposes and provisions of the Plan, as it deems necessary or advisable to
      administer and effectuate the Plan.



    

     

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      	12.8	      	The Plan
      Committee may shorten, lengthen (but not beyond thirty (30) days) or waive
      the time required by the Plan for the filing of any notice or other form
      under the Plan.
	 
	12.9	
            	The discretionary
      powers granted hereunder to the Plan Committee shall in no event be
      exercised in any manner that will discriminate against individual
      employees or a class of employees or discriminate in favor of employees
      who are shareholders, officers, supervisors or highly compensated
      employees of the Company.


    

     

    ARTICLE XIII - Valuation of Shares of Common Stock 

     

    
      	13.1	      	For
      purposes of the Plan, the "fair market value" of a share of Common Stock
      as of any date shall be determined as follows:
	 
	
            	
            	[a]	      	If the Common
      Stock is then listed on a national securities exchange, the "fair market
      value" shall be the closing price of a share of Common Stock on such
      exchange on such date, or, if there has been no sale of shares of Common
      Stock on that date, the closing price of a share of Common Stock on such
      exchange on the last preceding business day on which shares of Common
      Stock were traded.
	 
	
            	
            	[b]	
            	If the Common
      Stock is then listed on the National Association of Securities Dealers
      Automatic Quotation System National Market System, the "fair market value"
      shall be the average of the high and low sales prices of a share of Common
      Stock on that date, or if there has been no sale of shares of Common Stock
      on that date, the average of the high and low sales prices of Common Stock
      on the last preceding business day on which shares of Common Stock were
      traded. 


    

     

    ARTICLE XIV - Adjustments in Certain Events 

     

    
      	14.1	      	If (i) the
      Company shall at any time be involved in a transaction to which
      sub-section [a] of Section 424 of the Code is applicable, (ii) the Company
      shall declare a dividend payable in, or shall sub-divide or combine, its
      Common Stock, or (iii) any other event shall occur which in the judgment
      of the Board of Directors necessitates action by way of adjusting the
      terms of the outstanding Subscription Agreements, the Board of Directors
      shall take any such action as in its judgment shall be appropriate to
      preserve Participant rights substantially proportionate to the rights
      existing prior to such event. To the extent that such action shall include
      an increase or decrease in the number of shares of Common Stock subject to
      outstanding Subscription Agreements, the aggregate number of shares
      available under Article III hereof for issuance under the Plan pursuant to
      outstanding Subscription Agreements and Subscription Agreements which may
      be entered into, and the aggregate number of shares available for issuance
      in any Offering and the number which may be subscribed for, shall be
      proportionately increased or decreased, as the case may be. No action
      shall be taken by the Board of Directors under the provisions of this
      Article XIV which, in its judgment, would constitute a modification,
      extension or renewal of the Subscription Agreement (within the meaning of
      Section 424[h] of the Code), or would prevent the Plan from qualifying as
      an "employee stock purchase plan" (within the meaning of Section 423 of the Code). The
      determination of the Board of Directors with respect to any matter
      referred to in this Article XIV shall be conclusive and binding upon each
      Participant. 


    

     

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    ARTICLE XV - Termination and Amendment of the Plan 

     

    
      	15.1	      	The Board of
      Directors may, without further approval by the stockholders of the
      Company, at any time terminate or amend the Plan without notice, or make
      such modifications of the Plan as it shall deem advisable; provided that
      the Board of Directors may not, without prior approval by the holders of a
      majority of the outstanding shares of Common Stock of the Company, amend
      or modify the Plan so as to (i) increase the maximum number of shares of
      Common Stock which may be issued under the Plan (except as contemplated in
      Article XIV hereof), (ii) extend the term during which Offerings may be
      made under the Plan or (iii) increase the maximum number of Shares which
      an Eligible Employee is entitled to purchase (except as contemplated in
      Article XIV hereof); and provided further that the Board of Directors may
      not amend or modify the Plan in any manner which would prevent the Plan
      from qualifying as an "employee stock purchase plan" (within the meaning
      of Section 423 of the Code). No termination, amendment or modification of
      the Plan may, without the consent of a Participant, adversely affect the
      rights of such Participant under an outstanding Subscription
      Agreement.


    

     

    ARTICLE XVI - Miscellaneous 

     

    
      	16.1	      	Unless otherwise
      expressly provided in the Plan, all notices or other communications by a
      Participant to the Company under or in connection with the Plan shall be
      deemed to have been duly given when received by the Secretary of the
      Company or when received in the form specified by the Company at the
      location and by the persons, designated by the Company for the receipt
      thereof.
	 
	16.2	
            	Notwithstanding
      anything hereunder to the contrary, the offer, sale and delivery by the
      Company of Shares under the Plan to any Eligible Employee is subject to
      compliance with all applicable securities regulation and other federal and
      state laws. The terms of this Plan shall be construed under the laws of
      the State of Connecticut.


    

     

    ARTICLE XVII - Effective Date 

     

    
      	17.1	      	The Plan shall
      become effective at such time as the Plan has been adopted by the Board of
      Directors or such later date as shall be designated by the Board of
      Directors upon its adoption of the Plan; provided, however, that the Plan
      and all Subscription Agreements entered into thereunder shall be, and be
      deemed to have been, null and void if the Plan is not approved by the
      holders of a majority of the outstanding shares of Common Stock of the
      Company within twelve (12) months after the date on which the Plan is
      adopted by the Board of
    Directors.


    

     

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