powersafe3_16ex10-8.htm


    Exhibit
10.8

     

    POWERSAFE
TECHNOLOGY CORP.

    2009
STOCK OPTION PLAN

     

     

     

     

     

     

     

    Effective
as of ________________, 2009

    


    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    TABLE OF
CONTENTS

    


    Page

    


    
      	
              ARTICLE 1

            	
              PURPOSE OF THE PLAN

            	
              1

            
	 	 	 
      
	
              ARTICLE 2

            	
              DEFINITIONS

            	
              1

            
	
              2.1

            	
              Board

            	
              1

            
	
              2.2

            	
              Code

            	
              1

            
	
              2.3

            	
              Committee

            	
              1

            
	
              2.4

            	
              Common Stock

            	
              1

            
	
              2.5

            	
              Corporate Transaction

            	
              1

            
	
              2.6

            	
              Corporation

            	
              1

            
	
              2.7

            	
              Disability

            	
              1

            
	
              2.8

            	
              Employee

            	
              2

            
	
              2.9

            	
              Exercise Date

            	
              2

            
	
              2.10

            	
              Fair Market Value

            	
              2

            
	
              2.11

            	
              Incentive Option

            	
              2

            
	
              2.12

            	
              Involuntary Termination

            	
              2

            
	
              2.13

            	
              Misconduct

            	
              3

            
	
              2.14

            	
              1934 Act

            	
              3

            
	
              2.15

            	
              Non-Statutory Option

            	
              3

            
	
              2.16

            	
              Options

            	
              3

            
	
              2.17

            	
              Optionee

            	
              3

            
	
              2.18

            	
              Parent

            	
              3

            
	
              2.19

            	
              Plan

            	
              3

            
	
              2.20

            	
              Plan Administrator

            	
              3

            
	
              2.21

            	
              Service

            	
              3

            
	
              2.22

            	
              Stock Exchange

            	
              3

            
	
              2.23

            	
              Stock Option Agreement

            	
              3

            
	
              2.24

            	
              Subsidiary

            	
              4

            
	
              2.25

            	
              10% Stockholder

            	
              4

            
	 	 	 
	
              ARTICLE 3

            	
              PLAN ADMINISTRATION

            	
              4

            
	
              3.1

            	
              Board

            	
              4

            
	
              3.2

            	
              Plan Administrator

            	
              4

            
	 
      	 
      	 
      
	
              ARTICLE 4

            	
              ELIGIBILITY

            	
              4

            
	
              4.1

            	
              Participation

            	
              4

            
	
              4.2

            	
              Incentive Options May Be Granted Only To
      Employees

            	
              4

            
	
              4.3

            	
              More Than 10% Stockholders

            	
              5

            
	
              4.4

            	
              Authority of Plan Administrator Regarding
      Grants

            	
              5

            
	 
      	 
      	 
      
	
              ARTICLE 5

            	
              STOCK SUBJECT TO THE PLAN

            	
              5

            
	
              5.1

            	
              Number of Shares Issued Pursuant to
    Options

            	
              5

            
	
              5.2

            	
              Subsequent Issuance of Common Stock Subject to Outstanding
      Options

            	
              5

            
	
              5.3

            	
              Change Affecting Outstanding Common
    Stock

            	
              5

            
	 
      	 
      	 
      
	
              ARTICLE 6

            	
              OPTION GRANTS

            	
              5

            
	
              6.1

            	
              Exercise Price

            	
              5

            
	
              6.2

            	
              Exercise and Term of Options

            	
              6

            
	
              6.3

            	
              Effect of Termination of Service

            	
              6

            
	
              6.4

            	
              Stockholder Rights

            	
              7

            
	
              6.5

            	
              Limited Transferability of Options

            	
              8

            
	 
      	 
      	 
      
	
              ARTICLE 7

            	
              INCENTIVE OPTIONS

            	
              8

            
	
              7.1

            	
              Eligibility

            	
              8

            
	
              7.2

            	
              Exercise Price

            	
              8

            
	
              7.3

            	
              Dollar Limitation

            	
              8

            
	
              7.4

            	
              10% Stockholder

            	
              8

            
	 
      	 
      	 
      
	
              ARTICLE 8

            	
              CORPORATE TRANSACTION

            	
              8

            
	
              8.1

            	
              Automatic Vesting of Shares Subject to
      Options

            	
              8

            
	
              8.2

            	
              Termination of Outstanding Options Following Corporate
      Transaction

            	
              9

            
	
              8.3

            	
              Adjustment of Options Assumed in Corporate
      Transaction

            	
              9

            
	
              8.4

            	
              Plan Administrator’s Discretion to Automatically Accelerate
      or Fully Vest Options

            	
              9

            
	
              8.5

            	
              Impact of $100,000 Limitation

            	
              9

            
	
              8.6

            	
              No Impact on Corporation’s Rights

            	
              10

            
	 
      	 
      	 
      
	
              ARTICLE 9

            	
              CANCELLATION AND RE-GRANT OF OPTIONS

            	
              10

            
	 
      	 
      	 
      
	
              ARTICLE 10

            	
              MISCELLANEOUS

            	
              10

            
	
              10.1

            	
              Effective Date and Term of Plan

            	
              10

            
	
              10.2

            	
              Amendment of the Plan

            	
              11

            
	
              10.3

            	
              Use of Proceeds

            	
              11

            
	
              10.4

            	
              Withholding

            	
              11

            
	
              10.5

            	
              Regulatory Approvals

            	
              11

            
	
              10.6

            	
              No Employment or Service Rights

            	
              11

            
	 
      	 
      	 
      


    

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


     

    POWERSAFE
TECHNOLOGY CORP.

    2009
STOCK OPTION PLAN

    


    ARTICLE
1

    PURPOSE
OF THE PLAN

    


    This
Powersafe Technology Corp. 2009 Stock Option Plan (the “Plan”) is intended to
promote the interests of Powersafe Technology Corp., a Delaware corporation, by
providing eligible persons in the Corporation’s employ or service with the
opportunity to acquire a proprietary interest, or otherwise increase their
proprietary interest, in the Corporation as an incentive for them to continue in
such employ or service.

    


    ARTICLE
2

    DEFINITIONS

    


    2.1           “Board”
shall mean the Corporation’s Board of Directors.

    


    2.2           “Code”
shall mean the Internal Revenue Code of 1986, as amended, and the
Treasury regulations thereunder.

    


    2.3           “Committee”
shall mean those persons appointed by the Board to exercise one or more
administrative functions under the Plan.

    


    2.4           “Common
Stock” shall mean the Corporation’s common stock.

    


    2.5           “Corporate
Transaction” shall mean either of the following stockholder approved
transactions to which the Corporation is a party:

    


    (i)           an
acquisition of any voting securities of the Corporation by any entity or person,
immediately after which such entity or person has beneficial ownership of 30% or
more of the then outstanding shares or the combined voting power of the
Corporation’s then outstanding voting securities, other than an acquisition by
an entity or person which had such ownership prior to the date of the adoption
of this Plan;

    


    (ii)           a
merger, consolidation or other business combination with or into another
company; or

    


    (iii)           the
sale or disposition of all or substantially all of the assets of the
Corporation.

    


    2.6           “Corporation”
shall mean Powersafe Technology Corp., a Delaware corporation, and any
successor corporation to all or substantially all of the assets or voting stock
of the Corporation which shall by appropriate action adopt the
Plan.

    


    2.7           “Disability”
shall mean the inability of the Optionee to engage in any substantial
gainful activity by reason of any medically determinable physical or mental
impairment and shall


    
      
         


      

      
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    be determined by the Plan Administrator on the basis of such
medical evidence as the Plan Administrator deems warranted under the
circumstances.  Disability shall be deemed to constitute permanent
Disability in the event that such Disability is expected to result in death or
has lasted or can be expected to last for a continuous period of 6 months or
more.

    


    2.8           “Employee”
shall mean an individual who is in the employ of the Corporation
(or any Parent or Subsidiary), subject to the control and direction of the
employer entity as to both the work to be performed and the manner and method of
performance.

    


    2.9           “Exercise Date”
shall mean the date on which the Corporation shall have received written
notice of the Option exercise.

    


    2.10           “Fair Market
Value” per share of Common Stock on any relevant date shall be determined
in accordance with the following provisions:

    


    (a)           If
the Common Stock is at the time traded on the Nasdaq National Market, then the
Fair Market Value shall be the closing selling price per share of Common Stock
on the date in question, as such price is reported by the National Association
of Securities Dealers on the Nasdaq National Market.  If there is no
closing selling price for the Common Stock on the date in question, then the
Fair Market Value shall be the closing selling price on the last preceding date
for which such quotation exists.

    


    (b)           If
the Common Stock is at the time listed on any Stock Exchange, then the Fair
Market Value shall be the closing selling price per share of Common Stock on the
date in question on the Stock Exchange determined by the Plan Administrator to
be the primary market for the Common Stock, as such price is officially quoted
in the composite tape of transactions on such exchange.  If there is
no closing selling price for the Common Stock on the date in question, then the
Fair Market Value shall be the closing selling price on the last preceding date
for which such quotation exists.

    


    (c)           If
the Common Stock is at the time neither listed on any Stock Exchange nor traded
on the Nasdaq National Market, then the Fair Market Value shall be determined by
the Plan Administrator after taking into account such factors as the Plan
Administrator shall deem appropriate, consistent with the requirements of
Treasury Regulation § 1.422-2(e).

    


    2.11           “Incentive
Option” shall mean an Option which satisfies the requirements of Code
Section 422.

    


    2.12           “Involuntary
Termination” shall mean the termination of the Service of any individual
which occurs by reason of:

    


    (a)           such
individual’s involuntary dismissal or discharge by the Corporation for reasons
other than Misconduct, or

     

    (b)           such
individual’s voluntary resignation following: (i) a change in his or her
position with the Corporation which materially reduces his or her duties
and

     


    
      
         


      

      
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    responsibilities or the level of management to which he or she
reports, (ii) a reduction in his or her level of compensation (including base
salary, fringe benefits and target bonuses under any corporate-performance based
bonus or incentive programs) by more than 15%, or (iii) a relocation of such
individual’s place of employment by more than 50 miles; provided and only if
such change, reduction or relocation is effected without the individual’s
consent.

     

    2.13           “Misconduct”
shall mean the commission of any of the following: (i) any act of fraud
or embezzlement by the Optionee, (ii) any unauthorized use or disclosure by such
person of confidential information or trade secrets of the Corporation (or any
Parent or Subsidiary), or (iii) any other intentional misconduct by such
person.  The foregoing definition shall not be deemed to be inclusive
of all the acts or omissions which the Corporation (or any Parent or Subsidiary)
may consider as grounds for the dismissal or discharge of any Optionee or other
person in the Service of the Corporation (or any Parent or
Subsidiary).

     

    
      	
               
      

            	
              2.14

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

            


    

     

    2.15           “Non-Statutory
Option” shall mean an Option not intended to satisfy the requirements of
Code Section 422.

     

    2.16           “Options”
shall mean all Incentive Options and/or Non-Statutory Options granted
pursuant to the Plan.

     

    2.17           “Optionee”
shall mean any person to whom an Option is granted under the
Plan.

     

    2.18           “Parent”
shall mean any corporation (other than the Corporation) in an unbroken
chain of corporations ending with the Corporation, provided each corporation in
the unbroken chain (other than the Corporation) owns, at the time of the
determination, stock possessing 50% or more of the total combined voting power
of all classes of stock in one of the other corporations in such
chain.

     

    2.19           “Plan”
shall mean this Powersafe Technology Corp. 2009 Stock Option Plan as
set forth in this document, and as amended from time to time.

     

    2.20           “Plan
Administrator” shall mean either the Board or the Committee acting in its
capacity as administrator of the Plan.

     

    2.21           “Service”
shall mean the provision of services to the Corporation (or any Parent or
Subsidiary) by a person in the capacity of an Employee, a non-employee member of
the board of directors or a consultant or independent advisor, except to the
extent otherwise specifically provided in the documents evidencing the Option
grant.

     

    2.22           “Stock Exchange”
shall mean either the American Stock Exchange or the New York Stock
Exchange.

     

    2.23           “Stock Option
Agreement” shall mean a written agreement between the Corporation and an
Optionee evidencing the terms and conditions of an individual Option
grant.  Each Stock Option Agreement shall be subject to the terms and
conditions of the Plan.

     


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    
 

     

    2.24           “Subsidiary”
shall mean any corporation (other than the Corporation) in an unbroken
chain of corporations beginning with the Corporation, provided each corporation
(other than the last corporation) in the unbroken chain owns, at the time of the
determination, stock possessing 50% or more of the total combined voting power
of all class of stock in one of the other corporations in such
chain.

     

    2.25           “10% Stockholder”
shall mean the owner of stock (as determined under
Code § 424(d)) possessing more than 10% of the total combined voting
power of all classes of stock of the Corporation (or any Parent or
Subsidiary).

    


    ARTICLE
3

    PLAN
ADMINISTRATION

    


    3.1           Board.  The Plan shall be
administered by the Board.  However, any or all administrative
functions otherwise exercisable by the Board may be delegated to the
Committee.  Members of the Committee shall serve for such period of
time as the Board may determine and shall be subject to removal by the Board at
any time.  The Board may also at any time terminate the functions of
the Committee and reassume all powers and authority previously delegated to the
Committee.

    


    3.2           Plan
Administrator.  The Plan
Administrator shall have full power and authority (subject to the provisions of
the Plan) to establish such rules and regulations as it may deem appropriate for
proper administration of the Plan and to make such determinations under, and
issue such interpretations of, the Plan, Stock Option Agreements, and/or any
outstanding Options thereunder as it may deem necessary or
advisable.  Decisions of the Plan Administrator shall be final and
binding on all parties who have an interest in the Plan or any Stock Option
Agreement issued thereunder.

    


    ARTICLE
4

    ELIGIBILITY

    


    4.1           Participation.  The persons
eligible to participate in the Plan are as follows:

    


    (a)           Employees,

    


    (b)           non-employee
members of the Board, and

    


    (c)           consultants,
agents and other independent advisors who provide services to the Corporation
(or any Parent or Subsidiary).

    


    4.2           Incentive
Options May Be Granted Only To Employees.  Incentive Options
may be granted only to Employees.  Non-Statutory Options may be
granted only to Employees, Board members, agents, consultants, and other
independent advisors.  All Options actually granted to Board members,
agents, consultants and other independent advisors shall be Non-Statutory
Options.


    
      
         


      

      
        4

        
          

        

      

      
         


      

    

     

    
 

    4.3           More Than
10% Stockholders.  No person shall
be eligible for the grant of an Incentive Option if, at the time of grant, such
person is a 10% Stockholder, unless the exercise price of such Option is at
least 110% of the Fair Market Value of such stock at the date of grant and the
Option is not exercisable after the expiration of five years from the date of
grant.

    


    4.4           Authority
of Plan Administrator Regarding Grants.  The Plan
Administrator shall have full authority to determine, with respect to the grants
made under the Plans: (i) which eligible persons are to receive such
grants, (ii) the time or times when those grants are to be made,
(iii) the number of shares to be covered by each such grant, (iv) the
status of the granted Option as either an Incentive Option or a Non-Statutory
Option, (v) the time or times when each Option is to become exercisable,
and (vi) the vesting schedule (if any) applicable to the Option shares and
the maximum term for which the Option is to remain outstanding.

    


    ARTICLE
5

    STOCK
SUBJECT TO THE PLAN

    


    5.1           Number of
Shares Issued Pursuant to Options.  Subject to the
provisions of § 5.3 of the Plan, relating to adjustments upon changes in
stock, the stock that may be issued pursuant to Options shall equal 2,000,000
shares, provided that the maximum number of shares that may be issued subject to
Incentive Options shall be 2,000,000 shares.

    


    5.2           Subsequent
Issuance of Common Stock Subject to Outstanding Options.  Shares of Common
Stock subject to outstanding Options shall be available for subsequent issuance
under the Plan to the extent: (i) the Options expire or terminate for any reason
prior to exercise in full, or (ii) the Options are cancelled in accordance with
the cancellation/re-grant provisions of Article 9.

    


    5.3           Change
Affecting Outstanding Common Stock.  Should any change
be made to the Common Stock by reason of any stock split, stock dividend,
recapitalization, combination of shares, exchange of shares or other change
affecting the outstanding Common Stock as a class without the Corporation’s
receipt of consideration, appropriate adjustments shall be made, in order to
prevent the dilution or enlargement of benefits thereunder, to: (i) the maximum
number and/or class of securities issuable under the Plan and (ii) the number
and/or class of securities and the exercise price per share in effect under each
outstanding Option.  The adjustments determined by the Plan
Administrator shall be final, binding and conclusive.  In no event
shall any such adjustments be made in connection with the conversion of one or
more outstanding shares of the Corporation’s preferred stock into shares of
Common Stock.

    


    ARTICLE
6

    OPTION
GRANTS

    


    
      	
               
      

            	
              6.1

            	
              Exercise
      Price.

            


    

    


    (a)           The
exercise price per share shall be fixed by the Plan Administrator in accordance
with the following provisions:

     


    
      
         


      

      
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    (i)           The
exercise price per share shall not be less than the Fair Market Value per share
of Common Stock on the Option grant date.

     

    (b)           The
exercise price shall become immediately due upon exercise of the Option and
shall, subject to § 10.1 of the Plan and the documents evidencing the Option, be
payable in cash or check made payable to the Corporation.  Should the
Common Stock be registered under Section 12 of the 1934 Act at the time the
Option is exercised, then the exercise price may also be paid as
follows:

     

    (i)           in
shares of Common Stock held for the requisite period necessary to avoid a charge
to the Corporation’s earnings for financial reporting purposes and valued at
Fair Market Value on the Exercise Date, or

     

    (ii)           to
the extent the Option is exercised for vested shares, through a special sale and
remittance procedure pursuant to which the Optionee shall concurrently provide
irrevocable instructions (A) to a Corporation designated brokerage firm to
effect the immediate sale of the purchased shares and remit to the Corporation,
out of the sale proceeds available on the settlement date, sufficient funds to
cover the aggregate exercise price payable for the purchased shares plus all
applicable Federal, state and local income and employment taxes required to be
withheld by the Corporation by reason of such exercise, and (B) to the
Corporation to deliver the certificates for the purchased shares directly to
such brokerage firm in order to complete the sale.

     

    Except to
the extent such sale and remittance procedure is utilized, payment of the
exercise price for the purchased shares must be made on the Exercise
Date.

     

    6.2           Exercise
and Term of Options.  Each Option shall be exercisable as
determined by the Plan Administrator and as set forth in the documents
evidencing the Option grant.  However, no Option shall have a term in
excess often 10 years measured from the Option grant date.

     

    6.3           Effect of
Termination of Service.

     

    (a)           The
following provisions shall govern the exercise of any Options held by the
Optionee at the time of cessation of Service or death:

    


    (i)           Should
the Optionee cease to remain in Service for any reason other than death,
Disability or Misconduct, then the Optionee shall have a period of three (3)
months following the date of such cessation of Service during which to exercise
each outstanding Option held by such Optionee.

    


    (ii)           Should
Optionee’s Service terminate by reason of Disability, then the Optionee shall
have a period of 12 months following the date of such cessation of Service
during which to exercise each outstanding Option held by such
Optionee.


    
      
         


      

      
        6

        
          

        

      

      
         


      

    


     

    (iii)           If
the Optionee dies while holding an outstanding Option, then the personal
representative of his or her estate or the person or persons to whom the Option
is transferred pursuant to the Optionee’s will or the laws of inheritance shall
have a 12 month period following the date of the Optionee’s death to exercise
such Option.

    


    (b)           Under
no circumstances, however, shall any such Option be exercisable after the
specified expiration of the Option term.

    


    (i)           During
the applicable post-Service exercise period, the Option may not be exercised in
the aggregate for more than the number of vested shares for which the Option is
exercisable on the date of the Optionee’s cessation of Service.  Upon
the expiration of the applicable exercise period or (if earlier) upon the
expiration of the Option term, the Option shall terminate and cease to be
outstanding for any vested shares for which the Option has not been
exercised.  However, the Option shall, immediately upon the Optionee’s
cessation of Service, terminate and cease to be outstanding with respect to any
and all Option shares for which the Option is not otherwise at the time
exercisable or in which the Optionee is not otherwise at that time
vested.

    


    (ii)           Should
Optionee’s Service be terminated for Misconduct, then all outstanding Options
held by the Optionee shall terminate immediately and cease to remain
outstanding.

    


    (c)           The
Plan Administrator shall have the discretion, exercisable either at the time an
Option is granted or at any time while the Option remains outstanding,
to:

    


    (i)           extend
the period of time for which the Option is to remain exercisable following
Optionee’s cessation of Service or death from the limited period otherwise in
effect for that Option to such greater period of time as the Plan Administrator
shall deem appropriate, but in no event beyond the expiration of the Option
term, and/or

    


    (ii)           permit
the Option to be exercised, during the applicable post-Service exercise period,
not only with respect to the number of vested shares of Common Stock for which
such Option is exercisable at the time of the Optionee’s cessation of Service
but also with respect to one or more additional installments in which the
Optionee would have vested under the Option had the Optionee continued in
Service.

    


    6.4           Stockholder
Rights.  The holder of an Option shall have no stockholder
rights with respect to the shares subject to the Option until such person shall
have exercised the Option, paid the exercise price and become the record holder
of the purchased shares.


    
      
         


      

      
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    6.5           Limited
Transferability of Options.  During the lifetime of the
Optionee, the Option shall be exercisable only by the Optionee and shall not be
assignable or transferable other than by will or by the laws of descent and
distribution following the Optionee’s death.

    


    ARTICLE
7

    INCENTIVE
OPTIONS

    


    The terms
specified below shall be applicable to all Incentive Options.  Except
as modified by the provisions of this Article 7, all the provisions of the Plan
shall apply to Incentive Options.  Options which are specifically
designated as Non-Statutory Options shall not be subject to the terms of this
Article 7.

    


    
      	
               
      

            	
              7.1

            	
              Eligibility.  Incentive
      Options may only be granted to
Employees.

            


    

    


    7.2           Exercise
Price.  The exercise price per share shall not be less than
100% of the Fair Market Value per share of Common Stock on the Option grant
date.  However, if the person to whom the Incentive Option is granted
is a 10% Stockholder, then the exercise price per share shall not be less than
110% of the Fair Market Value per share of Common Stock on the Option grant
date.  Notwithstanding the foregoing, an Incentive Option may be
granted with an exercise price lower than that set forth in the preceding
sentence if such Incentive Option is granted pursuant to an assumption or
substitution for another Option in a manner satisfying the provisions of
Code § 424(a) (involving a corporate reorganization).

    


    7.3           Dollar
Limitation.  The aggregate Fair Market Value of the shares of
Common Stock (determined as of the respective date or dates of grant) for which
one or more Options granted to any Employee under the Plan (or any other option
plan of the Corporation or any Parent or Subsidiary) may for the first time
become exercisable as Incentive Options during any one calendar year shall not
exceed the sum of $100,000.  To the extent the Employee holds two or
more such Options which become exercisable for the first time in the same
calendar year, the foregoing limitation on the exercisability of such Options as
Incentive Options shall be applied on the basis of the order in which such
Options are granted.

    


    7.4           10%
Stockholder.  If any Employee to whom an Incentive Option is
granted is a 10% Stockholder, then the Option term shall not exceed five years
measured from the Option grant date.

    


    ARTICLE
8

    CORPORATE
TRANSACTION

    


    8.1           Automatic
Vesting of Shares Subject to Options.  The shares
subject to each Option outstanding under the Plan at the time of a Corporate
Transaction shall automatically vest in full so that each such Option shall,
immediately prior to the effective date of the Corporate Transaction, become
fully exercisable for all of the shares of Common Stock at the time subject to
that Option and may be exercised for any or all of those shares as fully-vested
shares of Common Stock.  However, the shares subject to an outstanding
Option shall not vest on such an accelerated basis if and to the extent: (i)
such Option is assumed by the successor corporation


    
      
         


      

      
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    (or parent thereof) in the Corporate
Transaction, or (ii) such Option is to be replaced with a cash incentive program
of the successor corporation which preserves the spread existing on the unvested
Option shares at the time of the Corporate Transaction and provides for
subsequent payout in accordance with the same vesting schedule applicable to
those unvested Option shares, or (iii) the acceleration of such Option is
subject to other limitations imposed by the Plan Administrator at the time of
the Option grant.

    


    8.2           Termination
of Outstanding Options Following Corporate Transaction.  Immediately
following the consummation of the Corporate Transaction, all outstanding Options
shall terminate and cease to be outstanding, except to the extent assumed by the
successor corporation (or parent thereof).

    


    8.3           Adjustment
of Options Assumed in Corporate Transaction.  Each Option which
is assumed in connection with a Corporate Transaction shall be appropriately
adjusted, immediately after such Corporate Transaction, to apply to the number
and class of securities which would have been issuable to the Optionee in
consummation of such Corporate Transaction, had the Option been exercised
immediately prior to such Corporate Transaction.  Appropriate
adjustments shall also be made to: (i) the number and class of securities
available for issuance under the Plan following the consummation of such
Corporate Transaction, and (ii) the exercise price payable per share under
each outstanding Option, provided the aggregate exercise price payable for such
securities shall remain the same.

    


    8.4           Plan
Administrator’s Discretion to Automatically Accelerate or Fully Vest
Options.  The Plan
Administrator shall have the discretion, exercisable either at the time the
Option is granted or at any time while the Option remains outstanding, to
structure one or more Options so that those Options shall automatically
accelerate and vest in full upon the occurrence of a Corporate Transaction,
whether or not those Options are to be assumed in the Corporate
Transaction.

    


    The Plan
Administrator shall also have full power and authority, exercisable either at
the time the Option is granted or at any time while the Option remains
outstanding, to structure such Option so that the shares subject to that Option
will automatically vest on an accelerated basis should the Optionee’s Service
terminate by reason of an Involuntary Termination within a designated period
(not to exceed 18 months) following the effective date of any Corporate
Transaction in which the Option is assumed and the repurchase rights applicable
to those shares do not otherwise terminate.  Any Option so accelerated
shall remain exercisable for the fully-vested Option shares until the expiration
or sooner termination of the Option term.  In addition, the Plan
Administrator may provide that one or more of the Corporation’s outstanding
repurchase rights with respect to shares held by the Optionee at the time of
such Involuntary Termination shall immediately terminate on an accelerated
basis, and the shares subject to those terminated rights shall accordingly vest
at that time.

     

    8.5           Impact of
$100,000 Limitation.  The portion of
any Incentive Option accelerated in connection with a Corporate Transaction
shall remain exercisable as an Incentive Option only to the extent the
applicable $100,000 limitation is not exceeded.  To the extent such
dollar

     


    
      
         


      

      
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    limitation is exceeded, the accelerated portion of such Option shall be
exercisable as a Non-Statutory Option under the Federal tax laws.

     

    8.6           No Impact
on Corporation’s Rights.  The grant of
Options under the Plan shall in no way affect the right of the Corporation to
adjust, reclassify, reorganize or otherwise change its capital or business
structure or to merge, consolidate, dissolve, liquidate, sell or transfer all or
any part of its business or assets.

    


    ARTICLE
9

    CANCELLATION
AND RE-GRANT OF OPTIONS

    


    The Plan
Administrator shall have the authority to effect, at any time and from time to
time, with the consent of the affected Option holders, the cancellation of any
or all outstanding Options under the Plan and to grant in substitution therefore
new Options covering the same or different number of shares of Common Stock but
with an exercise price per share based on the Fair Market Value per share of
Common Stock on the new Option grant date.

    


    ARTICLE
10

    MISCELLANEOUS

    


    
      	
               
      

            	
              10.1

            	
              Effective
      Date and Term of Plan.

            


    

    


    (a)           The
Plan shall become effective when adopted by the Board, but no Option granted
under the Plan may be exercised, and no shares shall be issued under the Plan,
until the Plan is approved by the Corporation’s stockholders.  If such
stockholder approval is not obtained within 12 months after the date of the
Board’s adoption of the Plan, then all Options previously granted under the Plan
shall terminate and cease to be outstanding, and no further Options shall be
granted and no shares shall be issued under the Plan.  Subject to such
limitation, the Plan Administrator may grant Options and issue shares under the
Plan at any time after the effective date of the Plan and before the date fixed
herein for termination of the Plan.

    


    (b)           The
Plan shall terminate upon the earliest of: (i) the expiration of the 10 year
period measured from the date the Plan is adopted by the Board, (ii) the date on
which all shares available for issuance under the Plan shall have been issued as
vested shares, or (iii) the termination of all outstanding Options in connection
with a Corporate Transaction to the extent the successor therein did not
expressly assume the outstanding Options.  All Options and unvested
stock issuances outstanding at the time of a termination event under §
10.1(b)(i) of the Plan, shall continue to have full force and effect in
accordance with the provisions of the documents evidencing those Options or
issuances.

    



    
      
         


      

      
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    10.2           Amendment
of the Plan.

    


    (a)           The
Board shall have complete and exclusive power and authority to amend or modify
the Plan in any or all respects.  However, no such amendment or
modification shall adversely affect the rights and obligations with respect to
Options or unvested stock issuances at the time outstanding under the Plan
unless the Optionee consents to such amendment or modification.  In
addition, certain amendments may require stockholder approval pursuant to
applicable laws and regulations.

    


    (b)           Options
may be granted under the Plan which are in each instance in excess of the number
of shares of Common Stock then available for issuance under the Plan, provided
any excess shares actually issued under those programs shall be held in escrow
until there is obtained stockholder approval of an amendment sufficiently
increasing the number of shares of Common Stock available for issuance under the
Plan.  If such stockholder approval is not obtained within 12 months
after the date the first such excess grants or issuances are made, then: (i) any
unexercised Options granted on the basis of such excess shares shall terminate
and cease to be outstanding, and (ii) the Corporation shall promptly refund to
the Optionees the exercise or purchase price paid for any excess shares issued
under the Plan and held in escrow, together with interest (at the applicable
short-term Federal rate) for the period the shares were held in escrow, and such
shares shall thereupon be automatically cancelled and cease to be
outstanding.

    


    10.3           Use of
Proceeds.  Any cash proceeds
received by the Corporation from the sale of shares of Common Stock under the
Plan shall be used for general corporate purposes.

    


    10.4           Withholding.  The Corporation’s
obligation to deliver shares of Common Stock upon the exercise of any Options
granted under the Plan or upon the issuance or vesting of any shares issued
under the Plan shall be subject to the satisfaction of all applicable Federal,
state and local income and employment tax withholding requirements.

    


    10.5           Regulatory
Approvals.  The
implementation of the Plan, the granting of any Options under the Plan, and the
issuance of any shares of Common Stock upon the exercise of any Option shall be
subject to the Corporation’s procurement of all approvals and permits required
by regulatory authorities having jurisdiction over the Plan, the Options granted
under it, and the shares of Common Stock issued pursuant to it.

    


    10.6           No
Employment or Service Rights.  Nothing in the
Plan shall confer upon the Optionee any right to continue in Service for any
period of specific duration or interfere with or otherwise restrict in any way
the rights of the Corporation (or any Parent or Subsidiary employing or
retaining such person), or the Optionee, which rights are hereby expressly
reserved by each, to terminate such person’s Service at any time for any reason,
with or without cause.

    


    


     

     

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