ex41.htm


    Exhibit
4.1

    


    SOLAR
ENERGY INITIATIVES, INC.  2009 INCENTIVE STOCK PLAN

    


    


    This
Solar
Energy Initiatives, Inc. 2009 Incentive Stock Plan (the " Plan ") is designed to retain
directors, executives and selected employees and consultants and reward them for
making major contributions to the success of the Company.  These
objectives are accomplished by making long-term incentive awards under the Plan
thereby providing Participants with a proprietary interest in the growth and
performance of the Company.

    


    
      	
              1.  

            	
              Definitions.

            


    

    


    
      	
              (a)  

            	
              "
      Board " - The
      Board of Directors of the Company.

            


    

    


    
      	
              (b)  

            	
              "
      Code " - The
      Internal Revenue Code of 1986, as amended from time to
    time.

            


    

    


    
      	
              (c)  

            	
              "
      Committee " - The
      Compensation Committee of the Company's Board, or such other committee of
      the Board that is designated by the Board to administer the Plan, composed
      of not less than two members of the Board all of whom are disinterested
      persons, as contemplated by Rule 16b-3 (" Rule 16b-3 ")
      promulgated under the Securities Exchange Act of 1934, as amended (the "
      Exchange Act
      ").

            


    

    


    
      	
              (d)  

            	
              "
      Company " - SOLAR
      ENERGY INITIATIVES, INC. and its subsidiaries including subsidiaries of
      subsidiaries.

            


    

    


    
      	
              (e)  

            	
              "
      Exchange Act " -
      The Securities Exchange Act of 1934, as amended from time to
      time.

            


    

    


    
      	
              (f)  

            	
              "
      Fair Market Value
      " - The fair market value of the Company's issued and outstanding Stock as
      determined in good faith by the Board or
  Committee.

            


    

    


    
      	
              (g)  

            	
              "
      Grant " - The
      grant of any form of stock option, stock award, or stock purchase offer,
      whether granted singly, in combination or in tandem, to a Participant
      pursuant to such terms, conditions and limitations as the Committee may
      establish in order to fulfill the objectives of the
  Plan.

            


    

    


    
      	
              (h)  

            	
              "
      Grant Agreement "
      - An agreement between the Company and a Participant that sets forth the
      terms, conditions and limitations applicable to a
  Grant.

            


    

    


    
      	
              (i)  

            	
              "
      Option " - Either
      an Incentive Stock Option, in accordance with Section 422 of Code, or a
      Nonstatutory Option, to purchase the Company's Stock that may be awarded
      to a Participant under the Plan. A Participant who receives an award of an
      Option shall be referred to as an " Optionee
    ."

            


    

    


    
      	
              (j)  

            	
              "
      Participant " - A
      director, officer, employee or consultant of the Company to whom an Award
      has been made under the Plan.

            


    

     

    
      
         

      

      
        1

        
          

        

      

      
         

      

    

    
       

    

    
      	
              (k)  

            	
              "
      Restricted Stock Purchase
      Offer " - A Grant of the right to purchase a specified number of
      shares of Stock pursuant to a written agreement issued under the
      Plan.

            


    

    


    
      	
              (l)  

            	
              "
      Securities Act " -
      The Securities Act of 1933, as amended from time to
  time.

            


    

    


    
      	
              (m)  

            	
              "
      Stock " -
      Authorized and issued or unissued shares of common stock of the
      Company.

            


    

    


    
      	
              (n)  

            	
              "
      Stock Award " - A
      Grant made under the Plan in stock or denominated in units of stock for
      which the Participant is not obligated to pay additional
      consideration.

            


    

    


    
      	
              2.  

            	
              Administration.
      The Plan shall be administered by the Board, provided however, that the
      Board may delegate such administration to the Committee. Subject to the
      provisions of the Plan, the Board and/or the Committee shall have
      authority to (a) grant, in its discretion, Incentive Stock Options in
      accordance with Section 422 of the Code, or Nonstatutory Options, Stock
      Awards or Restricted Stock Purchase Offers; (b) determine in good faith
      the fair market value of the Stock covered by any Grant; (c) determine
      which eligible persons shall receive Grants and the number of shares,
      restrictions, terms and conditions to be included in such Grants; (d)
      construe and interpret the Plan; (e) promulgate, amend and rescind rules
      and regulations relating to its administration, and correct defects,
      omissions and inconsistencies in the Plan or any Grant; (f) consistent
      with the Plan and with the consent of the Participant, as appropriate,
      amend any outstanding Grant or amend the exercise date or dates thereof;
      (g) determine the duration and purpose of leaves of absence which may be
      granted to Participants without constituting termination of their
      employment for the purpose of the Plan or any Grant; and (h) make all
      other determinations necessary or advisable for the Plan's administration.
      The interpretation and construction by the Board of any provisions of the
      Plan or selection of Participants shall be conclusive and final. No member
      of the Board or the Committee shall be liable for any action or
      determination made in good faith with respect to the Plan or any Grant
      made thereunder.

            


    

    


    
      	
              3.  

            	
              Eligibility.

            


    

    


    
      
        	
                (a)  

              	
                General:
        The persons who shall be eligible to receive Grants shall be
      directors, officers, employees or consultants to the Company. The term
      consultant shall mean any person, other than an employee, who is engaged
      by the Company to render services and is compensated for such services. An
      Optionee may hold more than one Option. Any issuance of a Grant to an
      officer or director of the Company subsequent to the first registration of
      any of the securities of the Company under the Exchange Act shall comply
      with the requirements of Rule
16b-3.

              


      

    

    


    
      
        	
                (b)  

              	
                Incentive Stock
      Options:   Incentive Stock Options may only be issued to
      employees of the Company. Incentive Stock Options may be granted to
      officers or directors, provided they are also employees of the Company.
      Payment of a director's fee shall not be sufficient to constitute
      employment by the Company.

              


      

    

     

    
      
        
          	 	
                  The Company shall not grant
      an Incentive Stock Option under the Plan to any employee if such Grant
      would result in such employee holding the right to exercise for the first
      time in any one calendar year, under all Incentive Stock Options granted
      under the Plan or any other plan maintained by the Company, with respect
      to shares of Stock having an aggregate fair market value, determined as of
      the date of the Option is granted, in excess of $100,000. Should it be
      determined that an Incentive Stock Option granted under the Plan exceeds
      such maximum for any reason other than a failure in good faith to value
      the Stock subject to such option, the excess portion of such option shall
      be considered a Nonstatutory Option. To the extent the employee holds two
      (2) or more such Options which become exercisable for the first time in
      the same calendar year, the foregoing limitation on the exercisability of
      such Option as Incentive Stock Options under the Federal tax laws shall be
      applied on the basis of the order in which such Options are granted. If,
      for any reason, an entire Option does not qualify as an Incentive Stock
      Option by reason of exceeding such maximum, such Option shall be
      considered a Nonstatutory
Option.

                


        

      

       

    

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

    
       

    

    
      
        	
                (c)  

              	
                Nonstatutory
      Option:   The provisions of the foregoing Section 3(b)
      shall not apply to any Option designated as a " Nonstatutory Option " or
      which sets forth the intention of the parties that the Option be a
      Nonstatutory Option.

              


      

    

    


    
      
        	
                (d)  

              	
                Stock
      Awards and Restricted Stock Purchase Offers:   The
      provisions of this Section 3 shall not apply to any Stock Award or
      Restricted Stock Purchase Offer under the
Plan.

              


      

    

    


    
      	
              4.  

            	
              Stock.

            


    

    


    
      
        	
                (a)  

              	
                Authorized Stock: Stock subject to Grants
      may be either unissued or reacquired
Stock.

              


      

    

    


    
      
        	
                (b)  

              	
                Number of
      Shares:   Subject to adjustment as provided in Section
      5(i) of the Plan, the total number of shares of Stock which may be
      purchased or granted directly by Options, Stock Awards or Restricted Stock
      Purchase Offers, or purchased indirectly through exercise of Options
      granted under the Plan shall not exceed TWO MILLION
      (2,000,000).  If any Grant shall for any reason terminate or
      expire, any shares allocated thereto but remaining unpurchased upon such
      expiration or termination shall again be available for Grants with respect
      thereto under the Plan as though no Grant had previously occurred with
      respect to such shares. Any shares of Stock issued pursuant to a Grant and
      repurchased pursuant to the terms thereof shall be available for future
      Grants as though not previously covered by a
  Grant.

              


      

    

    


    
      
        	
                (c)  

              	
                Reservation of
      Shares:   The Company shall reserve and keep available at
      all times during the term of the Plan such number of shares as shall be
      sufficient to satisfy the requirements of the Plan. If, after reasonable
      efforts, which efforts shall not include the registration of the Plan or
      Grants under the Securities Act, the Company is unable to obtain authority
      from any applicable regulatory body, which authorization is deemed
      necessary by legal counsel for the Company for the lawful issuance of
      shares hereunder, the Company shall be relieved of any liability with
      respect to its failure to issue and sell the shares for which such
      requisite authority was so deemed necessary unless and until such
      authority is obtained.

              


      

    

    


    
      
        	
                (d)  

              	
                Application of
      Funds:  The proceeds received by the Company from the sale of
      Stock pursuant to the exercise of Options or rights under Stock Purchase
      Agreements will be used for general corporate
  purposes.

              


      

    

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

    
      
        	
                (e)  

              	
                No
      Obligation to Exercise :  The issuance of a Grant
      shall impose no obligation upon the Participant to exercise any rights
      under such Grant.

              


      

    

    


    
      
        	
                5.  

              	
                Terms
      and Conditions of Options. Options granted hereunder shall be evidenced by
      agreements between the Company and the respective Optionees, in such form
      and substance as the Board or Committee shall from time to time approve.
      The form of Incentive Stock Option Agreement attached hereto as Exhibit A and the three forms of a
      Nonstatutory Stock Option Agreement for employees, for directors and for
      consultants, attached hereto as Exhibit
      B-1, Exhibit B-2 and Exhibit B-3, respectively, shall be deemed
      to be approved by the Board. Option agreements need not be identical, and
      in each case may include such provisions as the Board or Committee may
      determine, but all such agreements shall be subject to and limited by the
      following terms and
conditions:

              


      

    

    


    
      
        	
                (a)  

              	
                Number of
      Shares: Each Option shall state the number of shares to
      which it pertains.

              


      

    

    


    
      
        	
                (b)  

              	
                Exercise
      Price: Each Option shall state the exercise price, which
      shall be determined as
follows:

              


      

    

    


    
      	
              (i)  

            	
              Any
      Incentive Stock Option granted to a person who at the time the Option is
      granted owns (or is deemed to own pursuant to Section 424(d) of the Code)
      stock possessing more than ten percent (10%) of the total combined voting
      power or value of all classes of stock of the Company (" Ten Percent Holder ")
      shall have an exercise price of no less than 110% of the Fair Market Value
      of the Stock as of the date of grant;
and

            


    

    


    
      	
              (ii)  

            	
              Incentive
      Stock Options granted to a person who at the time the Option is granted is
      not a Ten Percent Holder shall have an exercise price of no less than 100%
      of the Fair Market Value of the Stock as of the date of
    grant.

            


    

     

    
      
        
          	 	
                  For the purposes of this
      Section 5(b), the Fair Market Value shall be as determined by the Board in
      good faith, which determination shall be conclusive and binding; provided
      however, that if there is a public market for such Stock, the Fair Market
      Value per share shall be the average of the bid and asked prices (or the
      closing price if such stock is listed on the NASDAQ National Market System
      or Small Cap Issue Market) on the date of grant of the Option, or if
      listed on a stock exchange, the closing price on such exchange on such
      date of grant.

                


        

      

      
         

      

    

    
      
        	
                (c)  

              	
                Medium
      and Time of Payment:   The exercise price shall
      become immediately due upon exercise of the Option and shall be paid in
      cash or check made payable to the Company or  as
      follows:

              


      

    

    


    
      	
              (i)  

            	
              in
      shares of Stock held by the Optionee,
or

            


    

    


    
      	
              (ii)  

            	
              through
      a special sale and remittance procedure pursuant to which the Optionee
      shall concurrently provide irrevocable written instructions (a) to a
      Company designated brokerage firm to effect the immediate sale of the
      purchased shares and remit to the Company, 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 Company by reason of such purchase and (b) to the Company
      to deliver the certificates for the purchased shares directly to such
      brokerage firm in order to complete the sale
  transaction.

            


    

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

    
       

      
        
          
            	 	
                    At the discretion of the
      Board, exercisable either at the time of Option grant or of Option
      exercise, the exercise price may also be paid (i) by Optionee's delivery
      of a promissory note in form and substance satisfactory to the Company and
      permissible under applicable securities rules and bearing interest at a
      rate determined by the Board in its sole discretion, but in no event less
      than the minimum rate of interest required to avoid the imputation of
      compensation income to the Optionee under the Federal tax laws, or (ii) in
      such other form of consideration permitted by the State of Delaware
      corporations law as may be acceptable to the
  Board.

                  


          

           

        

      

    

    
      
        	
                (d)  

              	
                Term and
      Exercise of Options:   In no event shall any
      Option be exercisable after the expiration of ten (10) years from the date
      it is granted, and no Incentive Stock Option granted to a Ten Percent
      Holder shall, by its terms, be exercisable after the expiration of five
      (5) years from the date of the Option. Unless otherwise specified by the
      Board or the Committee in the resolution authorizing such Option, the date
      of grant of an Option shall be deemed to be the date upon which the Board
      or the Committee authorizes the granting of such
  Option.

              


      

    

     

    
      
        
          	 	
                  Each Option shall be
      exercisable to the nearest whole share, in installments or otherwise, as
      the respective Option agreements may provide. During the lifetime of an
      Optionee, the Option shall be exercisable only by the Optionee and shall
      not be assignable or transferable by the Optionee, and no other person
      shall acquire any rights therein. To the extent not exercised,
      installments (if more than one) shall accumulate, but shall be
      exercisable, in whole or in part, only during the period for exercise as
      stated in the Option agreement, whether or not other installments are then
      exercisable.

                


        

      

       

    

    
      
        	
                (e)  

              	
                Termination of Status
      as Employee, Consultant or Director:   If Optionee's
      status as an employee shall terminate for any reason other than Optionee's
      disability or death, then Optionee (or if the Optionee shall die after
      such termination, but prior to exercise, Optionee's personal
      representative or the person entitled to succeed to the Option) shall have
      the right to exercise the portions of any of Optionee's Incentive Stock
      Options which were exercisable as of the date of such termination, in
      whole or in part, not less than 30 days nor more than three (3) months
      after such termination (or, in the event of " termination for good
      cause " as that term is defined in Delaware case law related
      thereto, or by the terms of the Plan or the Option Agreement or an
      employment agreement, the Option shall automatically terminate as of the
      termination of employment as to all shares covered by the
      Option).

              


      

    

     

    
      
        
          	 	
                  With respect to Nonstatutory
      Options granted to employees, directors or consultants, the Board may
      specify such period for exercise, not less than 30 days (except that in
      the case of " termination for cause "
      or removal of a director, the Option shall automatically terminate as of
      the termination of employment or services as to shares covered by the
      Option, following termination of employment or services as the Board deems
      reasonable and appropriate. The Option may be exercised only with respect
      to installments that the Optionee could have exercised at the date of
      termination of employment or services. Nothing contained herein or in any
      Option granted pursuant hereto shall be construed to affect or restrict in
      any way the right of the Company to terminate the employment or services
      of an Optionee with or without
cause.

                


        

      

    

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

    
       

    

    
      
        	
                (f)  

              	
                Disability of Optionee:
        If an Optionee is disabled (within the meaning of Section
      22(e)(3) of the Code) at the time of termination, the three (3) month
      period set forth in Section 5(e) shall be a period, as determined by the
      Board and set forth in the Option, of not less than six months nor more
      than one year after such
termination.

              


      

    

    


    
      
        	
                (g)  

              	
                Death of
      Optionee:   If an Optionee dies while employed by,
      engaged as a consultant to, or serving as a Director of the Company, the
      portion of such Optionee's Option which was exercisable at the date of
      death may be exercised, in whole or in part, by the estate of the decedent
      or by a person succeeding to the right to exercise such Option at any time
      within (i) a period, as determined by the Board and set forth in the
      Option, of not less than six (6) months nor more than one (1) year after
      Optionee's death, which period shall not be more, in the case of a
      Nonstatutory Option, than the period for exercise following termination of
      employment or services, or (ii) during the remaining term of the Option,
      whichever is the lesser. The Option may be so exercised only with respect
      to installments exercisable at the time of Optionee's death and not
      previously exercised by the
Optionee.

              


      

    

    


    
      
        	
                (h)  

              	
                Nontransferability of
      Option:   No Option shall be transferable by the
      Optionee, except by will or by the laws of descent and
      distribution.

              


      

    

    


    
      
        	
                (i)  

              	
                Recapitalization:
        Subject to any required action of shareholders, the number of
      shares of Stock covered by each outstanding Option, and the exercise price
      per share thereof set forth in each such Option, shall be proportionately
      adjusted for any increase or decrease in the number of issued shares of
      Stock of the Company resulting from a stock split, stock dividend,
      combination, subdivision or reclassification of shares, or the payment of
      a stock dividend, or any other increase or decrease in the number of such
      shares affected without receipt of consideration by the Company; provided,
      however, the conversion of any convertible securities of the Company shall
      not be deemed to have been " effected without receipt of
      consideration " by the
Company.

              


      

    

     

    
      
        
          	 	
                  In the event of a proposed
      dissolution or liquidation of the Company, a merger or consolidation in
      which the Company is not the surviving entity, or a sale of all or
      substantially all of the assets or capital stock of the Company
      (collectively, a " Reorganization "),
      unless otherwise provided by the Board, this Option shall terminate
      immediately prior to such date as is determined by the Board, which date
      shall be no later than the consummation of such
      Reorganization.  In such event, if the entity which shall be the
      surviving entity does not tender to Optionee an offer, for which it has no
      obligation to do so, to substitute for any unexercised Option a stock
      option or capital stock of such surviving of such surviving entity, as
      applicable, which on an equitable basis shall provide the Optionee with
      substantially the same economic benefit as such unexercised Option, then
      the Board may grant to such Optionee, in its sole and absolute discretion
      and without obligation, the right for a period commencing thirty (30) days
      prior to and ending immediately prior to the date determined by the Board
      pursuant hereto for termination of the Option or during the remaining term
      of the Option, whichever is the lesser, to exercise any unexpired Option
      or Options without regard to the installment provisions of Paragraph 6(d)
      of the Plan; provided, that any such right granted shall be granted to all
      Optionees not receiving an offer to receive substitute options on a
      consistent basis, and provided further, that any such exercise shall be
      subject to the consummation of such
  Reorganization.

                


        

      

       

    

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

    
       

      
        
          
            	 	
                    Subject to any required
      action of shareholders, if the Company shall be the surviving entity in
      any merger or consolidation, each outstanding Option thereafter shall
      pertain to and apply to the securities to which a holder of shares of
      Stock equal to the shares subject to the Option would have been entitled
      by reason of such merger or
consolidation.

                  


          

        

        

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

                    


            

             

          

          
            
              
                	 	
                        To the extent that the
      foregoing adjustments relate to stock or securities of the Company, such
      adjustments shall be made by the Board, whose determination in that
      respect shall be final, binding and conclusive. Except as expressly
      provided in this Section 5(i), the Optionee shall have no rights by reason
      of any subdivision or consolidation of shares of stock of any class or the
      payment of any stock dividend or any other increase or decrease in the
      number of shares of stock of any class, and the number or price of shares
      of Stock subject to any Option shall not be affected by, and no adjustment
      shall be made by reason of, any dissolution, liquidation, merger,
      consolidation or sale of assets or capital stock, or any issue by the
      Company of shares of stock of any class or securities convertible into
      shares of stock of any class.

                      


              

               


          

        

      

    

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

                


        

         


    

    
      
        	
                (j)  

              	
                Rights as a
      Shareholder:   An Optionee shall have no rights as a
      shareholder with respect to any shares covered by an Option until the
      effective date of the issuance of the shares following exercise of such
      Option by Optionee. No adjustment 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 expressly provided in
      Section 5(i) hereof.

              


      

    

    


    
      
        	
                (k)  

              	
                Modification,
      Acceleration, Extension, and Renewal of Options:
        Subject to the terms and conditions and within the limitations
      of the Plan, the Board may modify an Option, or, once an Option is
      exercisable, accelerate the rate at which it may be exercised, and may
      extend or renew outstanding Options granted under the Plan or accept the
      surrender of outstanding Options (to the extent not theretofore exercised)
      and authorize the granting of new Options in substitution for such
      Options, provided such action is permissible under Section 422 of the Code
      and applicable state securities rules. Notwithstanding the provisions of
      this Section 5(k), however, no modification of an Option shall, without
      the consent of the Optionee, alter to the Optionee's detriment or impair
      any rights or obligations under any Option theretofore granted under the
      Plan.

              


      

    

     

     

    
      
         

      

      
        7

        
          

        

      

      
         

      

    

    
       

    

    
      
        	
                (l)  

              	
                Exercise Before
      Exercise Date:   At the discretion of the Board, the
      Option may, but need not, include a provision whereby the Optionee may
      elect to exercise all or any portion of the Option prior to the stated
      exercise date of the Option or any installment thereof. Any shares so
      purchased prior to the stated exercise date shall be subject to repurchase
      by the Company upon termination of Optionee's employment as contemplated
      by Section 5(n) hereof prior to the exercise date stated in the Option and
      such other restrictions and conditions as the Board or Committee may deem
      advisable.

              


      

    

    


    
      
        	
                (m)  

              	
                Other
      Provisions:   The Option agreements authorized
      under the Plan shall contain such other provisions, including, without
      limitation, restrictions upon the exercise of the Options, as the Board or
      the Committee shall deem advisable. Shares shall not be issued pursuant to
      the exercise of an Option, if the exercise of such Option or the issuance
      of shares thereunder would violate, in the opinion of legal counsel for
      the Company, the provisions of any applicable law or the rules or
      regulations of any applicable governmental or administrative agency or
      body, such as the Code, the Securities Act, the Exchange Act, applicable
      state securities rules, Delaware corporation law, and the rules
      promulgated under the foregoing or the rules and regulations of any
      exchange upon which the shares of the Company are listed. Without limiting
      the generality of the foregoing, the exercise of each Option shall be
      subject to the condition that if at any time the Company shall determine
      that (i) the satisfaction of withholding tax or other similar liabilities,
      or (ii) the listing, registration or qualification of any shares covered
      by such exercise upon any securities exchange or under any state or
      federal law, or (iii) the consent or approval of any regulatory body, or
      (iv) the perfection of any exemption from any such withholding, listing,
      registration, qualification, consent or approval is necessary or desirable
      in connection with such exercise or the issuance of shares thereunder,
      then in any such event, such exercise shall not be effective unless such
      withholding, listing registration, qualification, consent, approval or
      exemption shall have been effected, obtained or perfected free of any
      conditions not acceptable to the
Company.

              


      

    

    


    
      
        	
                (n)  

              	
                Repurchase
      Agreement:   The Board may, in its discretion, require as
      a condition to the Grant of an Option hereunder, that an Optionee execute
      an agreement with the Company, in form and substance satisfactory to the
      Board in its discretion (" Repurchase Agreement "),
      (i) restricting the Optionee's right to transfer shares purchased under
      such Option without first offering such shares to the Company or another
      shareholder of the Company upon the same terms and conditions as provided
      therein; and (ii) providing that upon termination of Optionee's employment
      with the Company, for any reason, the Company (or another shareholder of
      the Company, as provided in the Repurchase Agreement) shall have the right
      at its discretion (or the discretion of such other shareholders) to
      purchase and/or redeem all such shares owned by the Optionee on the date
      of termination of his or her employment at a price equal to: (A) the fair
      value of such shares as of such date of termination; or (B) if such
      repurchase right lapses at 20% of the number of shares per year, the
      original purchase price of such shares, and upon terms of payment
      permissible under applicable state securities rules; provided that in the
      case of Options or Stock Awards granted to officers, directors,
      consultants or affiliates of the Company, such repurchase provisions may
      be subject to additional or greater restrictions as determined by the
      Board or Committee.

              


      

    

     

    
      
         

      

      
        8

        
          

        

      

      
         

      

    

    
       

    

    
      	
              6.  

            	
              Stock
      Awards and Restricted Stock Purchase
Offers.

            


    

    


    
      
        	
                (a)  

              	
                Types of
Grants.

              


      

    

    


    
      
        	
                (i)  

              	
                Stock Award.
        All or part of any Stock Award under the Plan may be subject
      to conditions established by the Board or the Committee, and set forth in
      the Stock Award Agreement, which may include, but are not limited to,
      continuous service with the Company, achievement of specific business
      objectives, increases in specified indices, attaining growth rates and
      other comparable measurements of Company performance. Such Awards may be
      based on Fair Market Value or other specified valuation. All Stock Awards
      will be made pursuant to the execution of a Stock Award Agreement
      substantially in the form attached hereto as Exhibit C
..

              


      

    

    


    
      
        	
                (ii)  

              	
                Restricted Stock Purchase
      Offer.   A Grant of a Restricted Stock Purchase
      Offer under the Plan shall be subject to such (i) vesting contingencies
      related to the Participant's continued association with the Company for a
      specified time and (ii) other specified conditions as the Board or
      Committee shall determine, in their sole discretion, consistent with the
      provisions of the Plan. All Restricted Stock Purchase Offers shall be made
      pursuant to a Restricted Stock Purchase Offer substantially in the form
      attached hereto as Exhibit D
      .

              


      

    

    


    
      
        	
                (b)  

              	
                Conditions and
      Restrictions.   Shares of Stock which Participants
      may receive as a Stock Award under a Stock Award Agreement or Restricted
      Stock Purchase Offer under a Restricted Stock Purchase Offer may include
      such restrictions as the Board or Committee, as applicable, shall
      determine, including restrictions on transfer, repurchase rights, right of
      first refusal, and forfeiture provisions. When transfer of Stock is so
      restricted or subject to forfeiture provisions it is referred to as "
      Restricted Stock
      ". Further, with Board or Committee approval, Stock Awards or Restricted
      Stock Purchase Offers may be deferred, either in the form of installments
      or a future lump sum distribution. The Board or Committee may permit
      selected Participants to elect to defer distributions of Stock Awards or
      Restricted Stock Purchase Offers in accordance with procedures established
      by the Board or Committee to assure that such deferrals comply with
      applicable requirements of the Code including, at the choice of
      Participants, the capability to make further deferrals for distribution
      after retirement. Any deferred distribution, whether elected by the
      Participant or specified by the Stock Award Agreement, Restricted Stock
      Purchase Offers or by the Board or Committee, may require the payment be
      forfeited in accordance with the provisions of Section 6(c). Dividends or
      dividend equivalent rights may be extended to and made part of any Stock
      Award or Restricted Stock Purchase Offers denominated in Stock or units of
      Stock, subject to such terms, conditions and restrictions as the Board or
      Committee may establish.

              


      

    

    


    
      
        	
                (c)  

              	
                Cancellation and
      Rescission of Grants.   Unless the Stock Award Agreement
      or Restricted Stock Purchase Offer specifies otherwise, the Board or
      Committee, as applicable, may cancel any unexpired, unpaid, or deferred
      Grants at any time if the Participant is not in compliance with all other
      applicable provisions of the Stock Award Agreement or Restricted Stock
      Purchase Offer, the Plan and with the following
  conditions:

              


      

    

     

    
      
         

      

      
        9

        
          

        

      

      
         

      

    

    
       

    

    
      	
              (i)  

            	
              A
      Participant shall not render services for any organization or engage
      directly or indirectly in any business which, in the judgment of the chief
      executive officer of the Company or other senior officer designated by the
      Board or Committee, is or becomes competitive with the Company, or which
      organization or business, or the rendering of services to such
      organization or business, is or becomes otherwise prejudicial to or in
      conflict with the interests of the Company. For Participants whose
      employment has terminated, the judgment of the chief executive officer
      shall be based on the Participant's position and responsibilities while
      employed by the Company, the Participant's post-employment
      responsibilities and position with the other organization or business, the
      extent of past, current and potential competition or conflict between the
      Company and the other organization or business, the effect on the
      Company's customers, suppliers and competitors and such other
      considerations as are deemed relevant given the applicable facts and
      circumstances.  A Participant who has retired shall be free,
      however, to purchase as an investment or otherwise, stock or other
      securities of such organization or business so long as they are listed
      upon a recognized securities exchange or traded over-the-counter, and such
      investment does not represent a substantial investment to the Participant
      or a greater than ten percent (10%) equity interest in the organization or
      business.

            


    

    


    
      	
              (ii)  

            	
              A
      Participant shall not, without prior written authorization from the
      Company, disclose to anyone outside the Company, or use in other than the
      Company's business, any confidential information or material, as defined
      in the Company's Proprietary Information and Invention Agreement or
      similar agreement regarding confidential information and intellectual
      property, relating to the business of the Company, acquired by the
      Participant either during or after employment with the
      Company.

            


    

    


    
      	
              (iii)  

            	
              A
      Participant, pursuant to the Company's Proprietary Information and
      Invention Agreement, shall disclose promptly and assign to the Company all
      right, title and interest in any invention or idea, patentable or not,
      made or conceived by the Participant during employment by the Company,
      relating in any manner to the actual or anticipated business, research or
      development work of the Company and shall do anything reasonably necessary
      to enable the Company to secure a patent where appropriate in the United
      States and in foreign countries.

            


    

    


    
      	
              (iv)  

            	
              Upon
      exercise, payment or delivery pursuant to a Grant, the Participant shall
      certify on a form acceptable to the Committee that he or she is in
      compliance with the terms and conditions of the Plan. Failure to comply
      with all of the provisions of this Section 6(c) prior to, or during the
      six months after, any exercise, payment or delivery pursuant to a Grant
      shall cause such exercise, payment or delivery to be rescinded. The
      Company shall notify the Participant in writing of any such rescission
      within two years after such exercise, payment or delivery. Within ten days
      after receiving such a notice from the Company, the Participant shall pay
      to the Company the amount of any gain realized or payment received as a
      result of the rescinded exercise, payment or delivery pursuant to a Grant.
      Such payment shall be made either in cash or by returning to the Company
      the number of shares of Stock that the Participant received in connection
      with the rescinded exercise, payment or
  delivery.

            


    

     

    
      
         

      

      
        10

        
          

        

      

      
         

      

    

    
       

    

    
      
        	
                (d)  

              	
                Nonassignability.

              


      

    

    


    
      	
              (i)  

            	
              Except
      pursuant to Section 6(e)(iii) and except as set forth in Section 6(d)(ii),
      no Grant or any other benefit under the Plan shall be assignable or
      transferable, or payable to or exercisable by, anyone other than the
      Participant to whom it was granted.

            


    

    


    
      	
              (ii)  

            	
              Where
      a Participant terminates employment and retains a Grant pursuant to
      Section 6(e)(ii) in order to assume a position with a governmental,
      charitable or educational institution, the Board or Committee, in its
      discretion and to the extent permitted by law, may authorize a third party
      (including but not limited to the trustee of a "blind" trust), acceptable
      to the applicable governmental or institutional authorities, the
      Participant and the Board or Committee, to act on behalf of the
      Participant with regard to such
Awards.

            


    

    


    
      
        	
                (e)  

              	
                Termination of
      Employment.   If the employment or service to the Company
      of a Participant terminates, other than pursuant to any of the following
      provisions under this Section 6(e), all unexercised, deferred and unpaid
      Stock Awards or Restricted Stock Purchase Offers shall be cancelled
      immediately, unless the Stock Award Agreement or Restricted Stock Purchase
      Offer provides otherwise:

              


      

    

    


    
      
        	
                (i)  

              	
                Retirement Under a Company Retirement Plan.
        When a Participant's employment terminates as a result of
      retirement in accordance with the terms of a Company retirement plan, the
      Board or Committee may permit Stock Awards or Restricted Stock Purchase
      Offers to continue in effect beyond the date of retirement in accordance
      with the applicable Grant Agreement and the exercisability and vesting of
      any such Grants may be
accelerated.

              


      

    

    


    
      
        	
                (ii)  

              	
                Rights in the Best Interests of the
      Company.   When a Participant resigns from the Company
      and, in the judgment of the Board or Committee, the acceleration and/or
      continuation of outstanding Stock Awards or Restricted Stock Purchase
      Offers would be in the best interests of the Company, the Board or
      Committee may (i) authorize, where appropriate, the acceleration and/or
      continuation of all or any part of Grants issued prior to such termination
      and (ii) permit the exercise, vesting and payment of such Grants for such
      period as may be set forth in the applicable Grant Agreement, subject to
      earlier cancellation pursuant to Section 9 or at such time as the Board or
      Committee shall deem the continuation of all or any part of the
      Participant's Grants are not in the Company's best
    interest.

              


      

    

    


    
      
        	
                (iii)  

              	
                Death or Disability of a
      Participant.

              


      

    

    


    
      	
              (1)  

            	
              In
      the event of a Participant's death, the Participant's estate or
      beneficiaries shall have a period up to the expiration date specified in
      the Grant Agreement within which to receive or exercise any outstanding
      Grant held by the Participant under such terms as may be specified in the
      applicable Grant Agreement. Rights to any such outstanding Grants shall
      pass by will or the laws of descent and distribution in the following
      order: (a) to beneficiaries so designated by the Participant; if none,
      then (b) to a legal representative of the Participant; if none, then (c)
      to the persons entitled thereto as determined by a court of competent
      jurisdiction. Grants so passing shall be made at such times and in such
      manner as if the Participant were
living.

            


    

     

    
      
         

      

      
        11

        
          

        

      

      
         

      

    

    
       

    

    
      	
              (2)  

            	
              In
      the event a Participant is deemed by the Board or Committee to be unable
      to perform his or her usual duties by reason of mental disorder or medical
      condition which does not result from facts which would be grounds for
      termination for cause, Grants and rights to any such Grants may be paid to
      or exercised by the Participant, if legally competent, or a committee or
      other legally designated guardian or representative if the Participant is
      legally incompetent by virtue of such
  disability.

            


    

    


    
      	
              (3)  

            	
              After
      the death or disability of a Participant, the Board or Committee may in
      its sole discretion at any time (1) terminate restrictions in Grant
      Agreements; (2) accelerate any or all installments and rights; and (3)
      instruct the Company to pay the total of any accelerated payments in a
      lump sum to the Participant, the Participant's estate, beneficiaries or
      representative; notwithstanding that, in the absence of such termination
      of restrictions or acceleration of payments, any or all of the payments
      due under the Grant might ultimately have become payable to other
      beneficiaries.

            


    

    


    
      	
              (4)  

            	
              In
      the event of uncertainty as to interpretation of or controversies
      concerning this Section 6, the determinations of the Board or Committee,
      as applicable, shall be binding and
conclusive.

            


    

    


    
      	
              7.  

            	
              Investment
      Intent.  All Grants under the Plan are intended to be exempt
      from registration under the Securities Act provided by Rule 701
      thereunder. Unless and until the granting of Options or sale and issuance
      of Stock subject to the Plan are registered under the Securities Act or
      shall be exempt pursuant to the rules promulgated thereunder, each Grant
      under the Plan shall provide that the purchases or other acquisitions of
      Stock thereunder shall be for investment purposes and not with a view to,
      or for resale in connection with, any distribution thereof. Further,
      unless the issuance and sale of the Stock have been registered under the
      Securities Act, each Grant shall provide that no shares shall be purchased
      upon the exercise of the rights under such Grant unless and until (i) all
      then applicable requirements of state and federal laws and regulatory
      agencies shall have been fully complied with to the satisfaction of the
      Company and its counsel, and (ii) if requested to do so by the Company,
      the person exercising the rights under the Grant shall (i) give written
      assurances as to knowledge and experience of such person (or a
      representative employed by such person) in financial and business matters
      and the ability of such person (or representative) to evaluate the merits
      and risks of exercising the Option, and (ii) execute and deliver to the
      Company a letter of investment intent and/or such other form related to
      applicable exemptions from registration, all in such form and substance as
      the Company may require. If shares are issued upon exercise of any rights
      under a Grant without registration under the Securities Act, subsequent
      registration of such shares shall relieve the purchaser thereof of any
      investment restrictions or representations made upon the exercise of such
      rights.

            


    

     

    
      
         

      

      
        12

        
          

        

      

      
         

      

    

    
      


       

    

    
      	
              8.  

            	
              Amendment,
      Modification, Suspension or Discontinuance of the Plan.  The
      Board may, insofar as permitted by law, from time to time, with respect to
      any shares at the time not subject to outstanding Grants, suspend or
      terminate the Plan or revise or amend it in any respect
      whatsoever.

            


    

    


    In the
event of any change in the outstanding Stock by reason of a stock split, stock
dividend, combination or reclassification of shares, recapitalization, merger,
or similar event, the Board or the Committee may adjust proportionally (a) the
number of shares of Stock (i) reserved under the Plan, (ii) available for
Incentive Stock Options and Nonstatutory Options and (iii) covered by
outstanding Stock Awards or Restricted Stock Purchase Offers; (b) the Stock
prices related to outstanding Grants; and (c) the appropriate Fair Market Value
and other price determinations for such Grants. In the event of any other change
affecting the Stock or any distribution (other than normal cash dividends) to
holders of Stock, such adjustments as may be deemed equitable by the Board or
the Committee, including adjustments to avoid fractional shares, shall be made
to give proper effect to such event. In the event of a corporate merger,
consolidation, acquisition of property or stock, separation, reorganization or
liquidation, the Board or the Committee shall be authorized to issue or assume
stock options, whether or not in a transaction to which Section 424(a) of the
Code applies, and other Grants by means of substitution of new Grant Agreements
for previously issued Grants or an assumption of previously issued
Grants.

    


    
      	
              9.  

            	
              Tax
      Withholding. The Company shall have the right to deduct applicable taxes
      from any Grant payment and withhold, at the time of delivery or exercise
      of Options, Stock Awards or Restricted Stock Purchase Offers or vesting of
      shares under such Grants, an appropriate number of shares for payment of
      taxes required by law or to take such other action as may be necessary in
      the opinion of the Company to satisfy all obligations for withholding of
      such taxes. If Stock is used to satisfy tax withholding, such stock shall
      be valued based on the Fair Market Value when the tax withholding is
      required to be made.

            


    

    


    
      	
              10.  

            	
              Availability
      of Information. During the term of the Plan and any additional period
      during which a Grant granted pursuant to the Plan shall be exercisable,
      the Company shall make available, not later than one hundred and twenty
      (120) days following the close of each of its fiscal years, such financial
      and other information regarding the Company as is required by the bylaws
      of the Company and applicable law to be furnished in an annual report to
      the shareholders of the Company.

            


    

    


    
      	
              11.  

            	
              Notice.
      Any written notice to the Company required by any of the provisions of the
      Plan shall be addressed to the chief personnel officer or to the chief
      executive officer of the Company, and shall become effective when it is
      received by the office of the chief personnel officer or the chief
      executive officer.

            


    

     

    
      
         

      

      
        13

        
          

        

      

      
         

      

    

     

    
      	
              12.  

            	
              Indemnification
      of Board. In addition to such other rights or indemnifications as they may
      have as directors or otherwise, and to the extent allowed by applicable
      law, the members of the Board and 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
      claim, action, suit or proceeding, or in connection with any appeal
      thereof, 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 the Plan or
      any Grant granted thereunder, 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 any such claim, action, suit or proceeding, except in any
      case in relation to matters as to which it shall be adjudged in such
      claim, action, suit or proceeding that such Board or Committee member is
      liable for negligence or misconduct in the performance of his or her
      duties; provided that within sixty (60) days after institution of any such
      action, suit or Board proceeding the member involved shall offer the
      Company, in writing, the opportunity, at its own expense, to handle and
      defend the same.

            


    

    


    
      	
              13.  

            	
              Governing
      Law. The Plan and all determinations made and actions taken pursuant
      hereto, to the extent not otherwise governed by the Code or the securities
      laws of the United States, shall be governed by the law of the State of
      Delaware and construed accordingly.

            


    

    


    
      	
              14.  

            	
              Effective
      and Termination Dates. The Plan shall become effective on the date it is
      approved by the holders of a majority of the shares of Stock then
      outstanding. The Plan shall terminate ten years later, subject to earlier
      termination by the Board pursuant to Section
8.

            


    

     

     

     

     

     

     

    13