Exhibit 10.2


 


2009 STOCK OPTION PLAN


OF


IRIS BIOTECHNOLOGIES INC.


 


1.                                      PURPOSES OF THE
PLAN


 


The purposes of
the 2009 Stock Option Plan (the “Plan”) of
Iris BioTechnologies Inc., a California corporation (the “Company”),
are to:


 


(a)                                  Encourage
selected employees, directors and consultants to improve operations and
increase profits of the Company;


 


(b)                                 Encourage
selected employees, directors and consultants to accept or continue employment
or association with the Company or its Affiliates; and


 


(c)                                  Increase
the interest of selected employees, directors and consultants in the Company’s
welfare through participation in the growth in value of the common stock of the
Company (the “Common Stock”).


 


Options granted
under this Plan (“Options”) may be “incentive
stock options” (“ISOs”) intended to satisfy
the requirements of Section 422 of the Internal Revenue Code of 1986, as
amended (the “Code”), or “nonqualified
options” (“NQOs”).


 


2.                                      ELIGIBLE PERSONS


 


Every person who
at the date of grant of an Option is an employee of the Company or of any
Affiliate (as defined below) of the Company is eligible to receive NQOs or ISOs
under this Plan.  Every person who at the
date of grant is a consultant to, or nonemployee director of, the Company or
any Affiliate (as defined below) of the Company is eligible to receive NQOs
under this Plan.  The term “Affiliate” as used in the Plan means
a parent or subsidiary corporation as defined in the applicable provisions
(currently Sections 424(e) and (f), respectively) of the Code.  The term “employee”
includes an officer or director who is an employee of the Company.  The term “consultant”
includes persons employed by, or otherwise affiliated with, a consultant.


 


3.                                      STOCK SUBJECT TO
THIS PLAN


 


Subject to the
provisions of Section 6.1.1 of the Plan, the total number of shares of
stock which may be issued under options granted pursuant to this Plan and the
total number of shares provided for issuance under this Plan shall be 2,184,108
shares of Common Stock and shall at no time exceed the applicable percentage as
calculated in accordance with Section 260.140.45 of Chapter 3 of Title 10
of the California Code of Regulations. 
The shares covered by the portion of any grant under the Plan, which
expires unexercised shall become available again for grants under the Plan.


 

















 


4.                                      ADMINISTRATION


 


4.1                                 General.  This Plan shall be administered by the Board
of Directors of the Company (the “Board”) or,
either in its entirety or only insofar as required pursuant to Section 4(b) hereof,
by a committee (the “Committee”)
of at least two Board members to which administration of the Plan, or of part
of the Plan, is delegated (in either case, the “Administrator”).


 


4.2                                 Public Company.  From and after such time as the
Company registers a class of equity securities under Section 12 of the
Securities Exchange Act of 1934, as amended (the “Exchange
Act”), it is intended that this Plan shall be administered in
accordance with the disinterested administration requirements of Rule 16b-3
promulgated by the Securities and Exchange Commission (“Rule 16b-3”),
or any successor rule thereto.


 


4.3                                 Authority of Administrator.  Subject to the other provisions of this Plan,
the Administrator shall have the authority, in its discretion: (i) to
grant Options; (ii) to determine the fair market value of the Common Stock
subject to Options; (iii) to determine the exercise price of Options
granted; (iv) to determine the persons (each an “Optionee”)
to whom, and the time or times at which, Options shall be granted, and the
number of shares subject to each Option; (v) to interpret this Plan; (vi) to
prescribe, amend, and rescind rules and regulations relating to this Plan;
(vii) to determine the terms and provisions of each Option granted (which
need not be identical), including but not limited to, the time or times at
which Options shall be exercisable; (viii) with the consent of the
Optionee, to modify or amend any Option; (ix) to defer (with the consent
of the Optionee) the exercise date of any Option; (x) to authorize any
person to execute on behalf of the Company any instrument evidencing the grant
of an Option; and (xi) to make all other determinations deemed necessary or
advisable for the administration of this Plan. 
The Administrator may delegate nondiscretionary administrative duties to
such employees of the Company as it deems proper.


 


4.4                                 Interpretation by Administrator.  All questions of interpretation,
implementation, and application of this Plan shall be determined by the
Administrator.  Such determinations shall
be final and binding on all persons.


 


4.5                                 Rule 16b-3.  With respect to
persons subject to Section 16 of the Exchange Act, if any, transactions
under this Plan are intended to comply with the applicable conditions of Rule 16b-3,
or any successor rule thereto.  To
the extent any provision of this Plan or action by the Administrator fails to
so comply, it shall be deemed null and void, to the extent permitted by law and
deemed advisable by the Administrator. Notwithstanding the above, it shall be
the responsibility of such persons, not of the Company or the Administrator, to
comply with the requirements of Section 16 of the Exchange Act; and
neither the Company nor the Administrator shall be liable if this Plan or any
transaction under this Plan fails to comply with the applicable conditions of Rule 16b-3
or any successor rule thereto, or if any such person incurs any liability
under Section 16 of the Exchange Act.


 


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5.                                      GRANTING OF
OPTIONS; OPTION AGREEMENT


 


5.1                                 Termination of Plan.  No options shall be granted under this Plan
after ten years from the date of adoption of this Plan by the Board.


 


5.2                                 Stock Option Agreement.  Each Option shall be
evidenced by a written stock option agreement (the “Option
Agreement”), in form satisfactory to the Company, executed by
the Company and the person to whom such Option is granted; provided, however,
that the failure by the Company, the Optionee, or both, to execute the Option
Agreement shall not invalidate the granting of an Option, although the exercise
of each option shall be subject to Section 6.1.3.


 


5.3                                 Type of Option.  The Option Agreement shall specify whether
each Option it evidences is an NQO or an ISO.


 


5.4                                 Early Approval of Grants.  Subject to Section 6.3.3
with respect to ISOs, the Administrator may approve the grant of Options under
this Plan to persons who are expected to become employees, directors or
consultants of the Company, but are not employees, directors or consultants at
the date of approval.


 


6.                                      TERMS AND
CONDITIONS OF OPTIONS


 


Each Option
granted under this Plan shall be subject to the terms and conditions set forth
in Section 6.1.  NQOs shall be also
subject to the terms and conditions set forth in Section 6.2, but not
those set forth in Section 6.3. 
ISOs shall also be subject to the terms and conditions set forth in Section 6.3,
but not those set forth in Section 6.2.


 


6.1                                 Terms and Conditions to Which All Options Are
Subject.  Options granted
under this Plan shall be subject to the following terms and conditions:


 


6.1.1                        Changes in Capital Structure.  Subject to Section 6.1.2, if the stock
of the Company is changed by reason of a stock split, reverse stock split,
stock dividend, or recapitalization, combination or reclassification,
appropriate adjustments shall be made by the Board in (a) the number and
class of shares of stock subject to this Plan and each Option outstanding under
this Plan, and (b) the exercise price of each outstanding Option;
provided, however, that the Company shall not be required to issue fractional
shares as a result of any such adjustments. 
Each such adjustment shall be subject to approval by the Board in its
absolute discretion.


 


6.1.2                        Corporate Transactions.


 


(a)                                  Dissolution or Liquidation.  In the event of the proposed dissolution or
liquidation of the Company, the Administrator shall notify each Optionee at
least 30 days prior to such proposed action. 
To the extent not previously exercised, all Options will terminate
immediately prior to the consummation of such proposed action.


 


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(b)                                 Merger or Asset Sale.  In the event of a merger of the Company with
or into another corporation, or the sale of substantially all of the assets of
the Company:


 


(i)                                     Options.  Each Option shall be assumed or an equivalent
option substituted by the successor corporation (including as a “successor” any
purchaser of substantially all of the assets of the Company) or a parent or
subsidiary of the successor corporation. 
In the event that the successor corporation refuses to assume or
substitute for the Option, the Optionee shall have the right to exercise the
Option as to all of the shares of Common Stock covered by the Option, including
Shares as to which it would not otherwise be exercisable.  If an Option is exercisable in lieu of
assumption or substitution in the event of a merger or sale of assets, the
Administrator shall notify the Optionee that the Option shall be fully
exercisable for a period of 15 days from the date of such notice, and the
Option shall terminate upon the expiration of such period.  For the purposes of this paragraph, the
Option shall be considered assumed if, following the merger or sale of assets,
the option confers the right to purchase or receive, for each share of Common
Stock subject to the Option immediately prior to the merger or sale of assets,
the consideration (whether stock, cash, or other securities or property)
received in the merger or sale of assets by holders of Common Stock for each
share held on the effective date of the transaction (and if holders were
offered a choice of consideration, the type of consideration chosen by the
holders of a majority of the outstanding shares); provided, however, that if
such consideration received in the merger or sale of assets was not solely
common stock of the successor corporation or its parent entity, the
Administrator may, with the consent of the successor corporation, provide for
the consideration to be received upon the exercise of the Option, for each
Share of Common Stock subject to the Option, to be solely common stock of the
successor corporation or its parent entity equal in fair market value to the
per share consideration received by holders of Common Stock in the merger or
sale of assets.


 


6.1.3                        Time of Option Exercise.  Subject to Section 5 and Section 6.3.4,
Options granted under this Plan shall be exercisable (a) immediately as of
the effective date of the Option Agreement granting the Option, or (b) in
accordance with a schedule related to the date of the grant of the Option, the
date of first employment, or such other date as may be set by the Administrator
(in any case, the “Vesting Base Date”) and
specified in the Option Agreement relating to such Option; provided, however,
that with respect to Options granted to employees who are not officers,
directors or consultants, the right to exercise an Option must vest at the rate
of at least 20% per year over five years from the date the Option was
granted.  Options granted to officers,
directors or consultants may become fully exercisable, subject to reasonable
conditions such as continued employment, at any time or during any period
established by the Board of the Administrator in accordance with this
Plan.  In any case, no Option shall be exercisable
until a written Option Agreement in form satisfactory to the Company is
executed by the Company and the Optionee.


 


6.1.4                        Option Grant Date.  Except in the case of advance approvals
described in Section 5.4, the date of grant of an Option under this Plan
shall be the date as of which the Administrator approves the grant.


 


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6.1.5                        Nonassignability of Option Rights.  Except as otherwise determined by the
Administrator and expressly set forth in the Option Agreement, no Option
granted under this Plan shall be assignable or otherwise transferable by the
Optionee except by will or by the laws of descent and distribution.  During the life of the Optionee, except as
otherwise determined by the Administrator and expressly set forth in the Option
Agreement, an Option shall be exercisable only by the Optionee.


 


6.1.6                        Payment.  Except as provided below, payment in full, in
cash, shall be made for all stock purchased at the time written notice of
exercise of an Option is given to the Company, and proceeds of any payment
shall constitute general funds of the Company. 
At the time an Option is granted or exercised, the Administrator, in the
exercise of its absolute discretion after considering any tax or accounting consequences,
may authorize any one or more of the following additional methods of payment:


 


(a)                                  Acceptance
of the Optionee’s full recourse promissory note for all or part of the Option
price, payable on such terms and bearing such interest rate as determined by
the Administrator (but in no event less than the minimum interest rate
specified under the Code at which no additional interest would be imputed and
in no event more than the maximum interest rate allowed under applicable usury
laws), which promissory note may be either secured or unsecured in such manner
as the Administrator shall approve (including, without limitation, by a
security interest in the shares of the Company); and


 


(b)                                 Delivery
by the Optionee of Common Stock already owned by the Optionee for all or part
of the Option price, provided the value (determined as set forth in Section 6.1.11)
of such Common Stock is equal on the date of exercise to the Option price, or
such portion thereof as the Optionee is authorized to pay by delivery of such
stock; provided, however, that if an Optionee has exercised any portion of any
Option granted by the Company by delivery of Common Stock, the Optionee may
not, within six months following such exercise, exercise any Option granted
under this Plan by delivery of Common Stock without the consent of the
Administrator.


 


6.1.7                        Termination of Employment.


 


(a)                                  If,
for any reason other than death, disability or “cause” (as defined below), an
Optionee ceases to be employed by the Company or any of its Affiliates (such
event being called a “Termination”),
Options held at the date of Termination (to the extent then exercisable) may be
exercised in whole or in part at any time within three months of the date of
such Termination, or such other period of not less than 30 days after the date
of such Termination as is specified in the Option Agreement (but in no event
after the Expiration Date); provided, that if such exercise of the
Option would result in liability for the Optionee under Section 16(b) of
the Exchange Act, then such 90-day period automatically shall be extended until
the tenth day following the last date upon which Optionee has any liability
under Section 16(b) (but in no event after the Expiration Date).


 


(b)                                 If
an Optionee dies while employed by the Company or an Affiliate or within the
period that the Option remains exercisable after Termination, Options then 


 


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held (to the
extent then exercisable) may be exercised, in whole or in part, by the
Optionee, by the Optionee’s personal representative, or by the person to whom
the Option is transferred by devise or the laws of descent and distribution, at
any time within 12 months after the death of the Optionee, or such other period
of not less than six months from the date of Termination as is specified in the
Option Agreement (but in no event after the Expiration Date).


 


(c)                                  If
an Optionee ceases to be employed by the Company as a result of his or her
disability, the Optionee may, but only within six months after the date of
Termination (and in no event after the Expiration Date), exercise the Option to
the extent otherwise entitled to exercise it at the date of Termination;
provided, however, that if such disability is not a “disability” as such term
is defined in Section 22(e)(3) of the Code, in the case of an ISO
such ISO shall automatically convert to an NQO on the day three months and one
day following such Termination.  To the
extent that the Optionee was not entitled to exercise the Option at the date of
Termination or if the Optionee does not exercise such Option to the extent so
entitled within the time specified herein, the Option shall terminate, and the
Shares covered by such Option shall revert to the Plan.


 


(d)                                 If
an Optionee is terminated for “cause” all Options then held by such Optionee
shall terminate and no longer be exercisable as of the date of Termination.


 


(e)                                  For
purposes of this Section 6.1.7, “employment”
includes service as an employee, a director or as a consultant.


 


(f)                                    For
purposes of this Section 6.1.7, an Optionee’s employment shall not be
deemed to terminate by reason of sick leave, military leave or other leave of
absence approved by the Administrator, if the period of any such leave does not
exceed three months or, if longer, if the Optionee’s right to reemployment by the
Company or any Affiliate is guaranteed either contractually or by statute.


 


(g)                                 For
purposes of this Section 6.1.7, “cause”
shall mean Termination (i) by reason of Optionee’s commission of a felony,
misdemeanor or other illegal conduct involving dishonesty, fraud or other
matters of moral turpitude, (ii) by reason of Optionee’s dishonesty
towards, fraud upon, or deliberate injury or attempted injury to the Company or
any of its Affiliates, or (iii) by reason of Optionee’s willfully engaging
in misconduct which is materially and demonstrably injurious to the Company or
any of its Affiliates.


 


6.1.8                        Withholding and Employment Taxes.  At the time of exercise of an Option or at
such other time as the amount of such obligations becomes determinable (the “Tax Date”), the Optionee shall remit
to the Company in cash all applicable federal and state withholding and
employment taxes.  If authorized by the
Administrator in its absolute discretion, after considering any tax or accounting
consequences, an Optionee may elect to (i) deliver a full recourse
promissory note on such terms as the Administrator deems appropriate, (ii) tender
to the Company previously owned shares of Stock or other securities of the
Company, or (iii) have shares of Common Stock which are acquired upon
exercise of the Option withheld by the 


 


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Company to pay some or
all of the amount of tax that is required by law to be withheld by the Company
as a result of the exercise of such Option, subject to the following
limitations:


 


(a)                                  Any
election pursuant to clause (iii) above by an Optionee subject to Section 16
of the Exchange Act shall either (x) be made at least six months before
the Tax Date and shall be irrevocable; or (y) shall be made in (or made
earlier to take effect in) any ten-day period beginning on the third business
day following the date of release for publication of the Company’s quarterly or
annual summary statements of earnings and shall be subject to approval by the
Administrator, which approval may be given at any time after such election has
been made.  In addition, in the case of
(y), the Option shall be held at least six months prior to the Tax Date.


 


(b)                                 Any
election pursuant to clause (ii) above, where the Optionee is tendering Common
Stock issued pursuant to the exercise of an Option, shall require that such
shares be held at least six months prior to the Tax Date.


 


Any of the foregoing limitations may be waived (or additional
limitations may be imposed) by the Administrator, in its absolute discretion,
if the Administrator determines that such foregoing limitations are not
required (or that such additional limitations are required) in order that the
transaction shall be exempt from Section 16(b) of the Exchange Act
pursuant to Rule 16b-3, or any successor rule thereto.  In addition, any of the foregoing limitations
may be waived by the Administrator, in its sole discretion, if the
Administrator determines that Rule 16b-3, or any successor rule thereto,
is not applicable to the exercise of the Option by the Optionee or for any
other reason.


 


Any securities tendered or withheld in accordance with this Section 6.1.9
shall be valued by the Company as of the Tax Date.


 


6.1.9                        Other Provisions.  Each Option granted under this Plan may contain
such other terms, provisions, and conditions not inconsistent with this Plan as
may be determined by the Administrator, and each ISO granted under this Plan
shall include such provisions and conditions as are necessary to qualify the
Option as an “incentive stock option” within the meaning of Section 422 of
the Code.  If Options provide for a right
of first refusal in favor of the Company with respect to stock acquired by
employees, directors or consultants, such Options shall provide that the right
of first refusal shall terminate upon the earlier of (i) the closing of
the Company’s initial registered public offering to the public generally, or (ii) the
date ten years after the grant date as set forth in Section 6.1.4.


 


6.1.10                  Determination of Value.  For purposes of the Plan, the value of Common
Stock or other securities of the Company shall be determined as follows:


 


(a)                                  If
the stock of the Company is listed on any established stock exchange or a
national market system, including without limitation the National Market System
of the National Association of Securities Dealers, Inc. Automated
Quotation System, its fair market value shall be the closing sales price for
such stock or the closing bid if no sales were reported, as quoted on such
system or exchange (or the largest such exchange) for the date the 


 


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value is to be
determined (or if there are no sales for such date, then for the last preceding
business day on which there were sales), as reported in the Wall Street Journal or similar publication.


 


(b)                                 If
the stock of the Company is regularly quoted by a recognized securities dealer
but selling prices are not reported, its fair market value shall be the mean
between the high bid and low asked prices for the stock on the date the value
is to be determined (or if there are no quoted prices for the date of grant,
then for the last preceding business day on which there were quoted prices).


 


(c)                                  In
the absence of an established market for the stock, the fair market value
thereof shall be determined in good faith by the Administrator, by
consideration of such factors as the Administrator in its discretion deems
appropriate among the recent issue price of other securities of the Company,
the Company’s net worth, prospective earning power, dividend-paying capacity,
and other relevant factors, including the goodwill of the Company, the economic
outlook in the Company’s industry, the Company’s position in the industry and
its management, and the values of stock of other corporations in the same or a
similar line of business.


 


6.1.11                  Option Term.  Subject to Section 6.3.5, no Option
shall be exercisable more than ten years after the date of grant, or such
lesser period of time as is set forth in the Option Agreement (the end of the
maximum exercise period stated in the stock option agreement is referred to in
this Plan as the “Expiration Date”).


 


6.1.12                  Exercise Price.  The exercise price of any Option granted to
any person who owns, directly or by attribution under the Code (currently Section 424(d)),
stock possessing more than ten percent of the total combined voting power of
all classes of stock of the Company or of any Affiliate (a “Ten Percent Shareholder”) shall in
no event be less than 110% of the fair market value (determined in accordance
with Section 6.1.11) of the stock covered by the Option at the time the
Option is granted.


 


6.2                                 Exercise Price of NQOs.  Except as set forth in Section 6.1.13,
the exercise price of any NQO granted under this Plan shall be not less than
85% of the fair market value (determined in accordance with Section 6.1.11)
of the stock subject to the Option on the date of grant.


 


6.3                                 Terms and Conditions to Which Only ISOs Are Subject.
Options granted under this Plan which are designated as ISOs shall be subject
to the following terms and conditions:


 


6.3.1                        Exercise Price.  Except as set forth in Section 6.1.13,
the exercise price of an ISO shall be determined in accordance with the
applicable provisions of the Code and shall in no event be less than the fair
market value (determined in accordance with Section 6.1.11) of the stock
covered by the Option at the time the Option is granted.


 


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6.3.2                        Disqualifying Dispositions.  If stock acquired by exercise of an ISO
granted pursuant to this Plan is disposed of in a “disqualifying disposition”
within the meaning of Section 422 of the Code, the holder of the stock
immediately before the disposition shall promptly notify the Company in writing
of the date and terms of the disposition and shall provide such other
information regarding the Option as the Company may reasonably require.


 


6.3.3                        Grant Date.  If an ISO is granted in anticipation of
employment as provided in Section 5.4, the Option shall be deemed granted,
without further approval, on the date the grantee assumes the employment
relationship forming the basis for such grant, and, in addition, satisfies all
requirements of this Plan for Options granted on that date.


 


6.3.4                        Vesting.  Notwithstanding any other provision of this
Plan, ISOs granted under all incentive stock option plans of the Company and
its subsidiaries may not “vest” for more than $100,000 in fair market value of
stock (measured on the grant dates(s)) in any calendar year.  For purposes of the preceding sentence, an
option “vests” when it first becomes exercisable.  If, by their terms, such ISOs taken together
would vest to a greater extent in a calendar year, and unless otherwise
provided by the Administrator, the vesting limitation described above shall be
applied by deferring the exercisability of those ISOs or portions of ISOs which
have the highest per share exercise prices; but in no event shall more than
$100,000 in fair market value of stock (measured on the grant date(s)) vest in
any calendar year.  The ISOs or portions
of ISOs whose exercisability is so deferred shall become exercisable on the
first day of the first subsequent calendar year during which they may be
exercised, as determined by applying these same principles and all other
provisions of this Plan including those relating to the expiration and
termination of ISOs.  In no event,
however, will the operation of this Section 6.3.4 cause an ISO to vest
before its terms or, having vested, cease to be vested.


 


7.                                      MANNER OF
EXERCISE


 


7.1                                 Written Notice; Payment.  An Optionee wishing to exercise an Option
shall give written notice to the Company at its principal executive office, to
the attention of the officer of the Company designated by the Administrator,
accompanied by payment of the exercise price as provided in Section 6.1.6.  The date the Company receives written notice
of an exercise hereunder accompanied by payment of the exercise price will be
considered as the date such Option was exercised.


 


7.2                                 Delivery of Stock.  Promptly after receipt of written notice of
exercise of an Option, the Company shall, without stock issue or transfer taxes
to the Optionee or other person entitled to exercise the Option, deliver to the
Optionee or such other person a certificate or certificates for the requisite
number of shares of stock.  An Optionee
or permitted transferee of an Optionee shall not have any privileges as a
shareholder with respect to any shares of stock covered by the Option until the
date of issuance (as evidenced by the appropriate entry on the books of the
Company or a duly authorized transfer agent) of such shares.


 


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8.                                      EMPLOYMENT OR
CONSULTING RELATIONSHIP


 


Nothing in this
Plan or any Option granted thereunder shall interfere with or limit in any way
the right of the Company or of any of its Affiliates to terminate any Optionee’s
employment or consulting at any time, nor confer upon any Optionee any right to
continue in the employ of, or consult with, the Company or any of its
Affiliates, nor interfere in any way with provisions in the Company’s charter
documents or applicable law relating to the election, appointment, terms of
office, and removal of members of the Board.


 


9.                                      FINANCIAL
INFORMATION


 


The Company shall
provide to each Optionee during the period such Optionee holds an outstanding
Option, and to each holder of Common Stock acquired upon exercise of Options
granted under the Plan for so long as such person is a holder of such Common
Stock, annual financial statements of the Company as prepared either by the
Company or independent certified public accountants of the Company.  Such financial statements shall include, at a
minimum, a balance sheet and an income statement, and shall be delivered as
soon as practicable following the end of the Company’s fiscal year.  The provisions of this Section 9 shall
not apply with respect to Optionees who are key employees of the Company whose
duties in connection with the Company assures them access to information equivalent
to the information provided in the financial statements.


 


10.                               CONDITIONS UPON ISSUANCE
OF SHARES


 


Shares of Common
Stock shall not be issued pursuant to the exercise of an Option unless the
exercise of such Option and the issuance and delivery of such shares pursuant
thereto shall comply with all relevant provisions of law, including, without
limitation, the Securities Act of 1933, as amended (the “Securities
Act”).


 


11.                               NONEXCLUSIVITY OF THE
PLAN


 


The adoption of
the Plan shall not be construed as creating any limitations on the power of the
Company to adopt such other incentive arrangements as it may deem desirable,
including, without limitation, the granting of stock options other than under
the Plan.


 


12.                               MARKET STANDOFF


 


Each Optionee, if
so requested by the Company or any representative of the underwriters in
connection with any registration of the offering of any securities of the
Company under the Securities Act shall not sell or otherwise transfer any
shares of Common Stock acquired upon exercise of Options during the 180-day
period following the effective date of a registration statement of the company
filed under the Securities Act; provided, however, that such restriction shall
apply only to the first two registration statements of the Company to become
effective under the  Securities Act which
includes securities to be sold on behalf of the Company to the public in an
underwritten public offering under the Securities Act.  The Company may impose stop-transfer
instructions with respect to securities subject to the foregoing restriction
until the end of such 180-day period.


 


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13.                               AMENDMENTS TO PLAN


 


The Board may at
any time amend, alter, suspend or discontinue this Plan.  Without the consent of an Optionee, no
amendment, alteration, suspension or discontinuance may adversely affect
outstanding Options except to conform this Plan and ISOs granted under this
Plan to the requirements of federal or other tax laws relating to incentive
stock options.  No amendment, alteration,
suspension or discontinuance shall require shareholder approval unless (a) shareholder
approval is required to preserve incentive stock option treatment for federal
income tax purposes, or (b) the Board otherwise concludes that shareholder
approval is advisable.


 


14.                               EFFECTIVE DATE OF PLAN


 


This Plan shall
become effective upon adoption by the Board provided, however, that no Option
shall be exercisable unless and until written consent of the shareholders of
the Company, or approval of shareholders of the Company voting at a validly
called shareholders’ meeting, is obtained within 12 months after adoption by
the Board.  If such shareholder approval
is not obtained within such time, Options granted hereunder shall terminate and
be of no force and effect from and after expiration of such 12-month
period.  Options may be granted and
exercised under this Plan only after there has been compliance with all
applicable federal and state securities laws.


 


	
  Plan adopted by the Board of Directors on:

  	
  February 27, 2009

  
	
  Plan approved by Shareholders on:

  	
  February 27, 2009

  



 


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