Ex 4.2


ZYGO
CORPORATION

2002 EQUITY INCENTIVE PLAN

(As Amended Through November 16, 2006)


          1. Purpose. The
purpose of the Zygo Corporation 2002 Equity Incentive Plan (the “Plan”) is to establish a flexible vehicle through which
Zygo Corporation, a Delaware corporation (the “Company”), can offer
equity-based compensation incentives to eligible personnel of the Company or any one or more of its subsidiaries,
affiliates or associated entities in order to attract, motivate and retain such
personnel and to further align the interests of such personnel with those of
the stockholders of the Company.


          2. Types of Awards. Awards under the Plan may be in the form of a. options to purchase shares of the Company’s common stock, $.10 par
value per share (“Common Stock”), including options intended to qualify as
“incentive stock options” (“Incentive Stock Options”) within the meaning of Section 422 of the Internal Revenue
Code of 1986, as amended (the “Code”), and options which do not qualify as Incentive
Stock Options (“Non Qualified Stock Options”), b. restricted shares of Common Stock, and c. such
other forms (if any) as may be permitted by the Board of Directors of the Company (the “Board”) pursuant to Section 8
of the Plan.


          3. Administration.


          (a) Committee. The
Plan shall be administered by the Stock Option and Compensation Committee (the
“Committee”) of the Board, provided that the Board may, in its sole discretion,
make awards under the Plan, and
provided further that, to the extent permitted by applicable law, the Board
may, in its sole discretion, delegate to an executive officer or officers of
the Company the authority to grant a specified number of options under the
Plan, on such terms and conditions as the Board shall establish from time to
time, to employees or consultants of the Company or its subsidiaries or affiliates who are not officers
or directors of the Company.


          (b) Authority of Committee. Subject to the limitations of the Plan, the Committee, acting in its
sole and absolute discretion, shall have full power and authority to i. select
the persons to whom awards shall be made under the Plan, ii. make awards to
such persons and prescribe the terms and conditions of such awards, iii.
construe, interpret and apply the provisions of the Plan and of any agreement or other document evidencing
an award made under the Plan, iv. prescribe, amend and rescind rules and regulations relating to the Plan, including
rules governing its own operations, v. correct any defect, supply any omission
and reconcile any inconsistency in the Plan,
vi. amend any outstanding award in any respect, including, without limitation,
to accelerate the time or times at which the award becomes vested, unrestricted
or may be exercised, vii. carry out
any responsibility or duty specifically reserved to the Committee under the
Plan, and viii. make any and all determinations and interpretations and take
such other actions as may be necessary or desirable in order to carry out the
provisions, intent and purposes of the Plan. A majority of the members of the Committee shall constitute a quorum. The
Committee may act by the vote of a
majority of its members present at a meeting at which there is a quorum or by
unanimous written consent. All decisions of the Committee pursuant to the
provisions of the Plan, including questions of construction, interpretation and
administration, shall be final,





conclusive and binding on all
persons.


          (c)
Indemnification. To the maximum
extent permitted by law, the Company shall indemnify and hold harmless each
member of the Committee and any employee or director of the Company to whom any duty or power relating to the
administration or interpretation of the Plan is delegated from and against any
loss, cost, liability (including any sum paid in settlement of a claim with the
approval of the Board), damage and expense (including legal and other expenses
incident thereto) arising out of or incurred in connection with the Plan,
unless and except to the extent it
shall be judicially determined, and from which no appeal is available, that any
such loss, cost, liability, damage
or expense is attributable to such person’s fraud or willful misconduct.


          4.
Share Limitations.


          (a)
Aggregate Award
Limitation. Subject to
adjustment pursuant to Section 11 of the Plan, the aggregate number of shares
of Common Stock that may be issued under the Plan is 3,300,000. For this
purpose, the following shares shall be deemed not to have been issued and shall
be deemed to remain available for issuance: (i) shares covered by the
unexercised portion of an option that
terminates, expires or is canceled, (ii) shares of restricted stock that are
forfeited or repurchased in accordance with the terms of the award, (iii)
shares represented by other-equity based
awards that are forfeited, canceled or otherwise terminated, and (iv) shares
that are withheld in order to pay the purchase price for shares covered by any
award or to satisfy the tax withholding obligations associated with any award
under the Plan. Shares of Common Stock available for issuance under the Plan
may be authorized and unissued, held by the Company in its treasury or
otherwise acquired for purposes of the Plan. No fractional shares of Common Stock
shall be issued under the Plan.


          (b) Individual Award Limitation. Subject to adjustment pursuant to Section 11 of
the Plan, the maximum number of
shares of Common Stock with respect to which options may be granted under the Plan to any employee during any calendar
year shall be 75,000.


          5. Eligibility. Awards
under the Plan may be made to such current or future employees, directors or consultants and other individuals who
perform (or are expected to perform) services for, or contribute (or are
expected to contribute) value to, the Company or any one or more of its subsidiaries, affiliates or associated entities
(collectively with the Company, the “Company Group”), all as the Committee may select. In making awards under the
Plan, the Committee may give consideration
to the functions and responsibilities of a potential recipient, the potential
recipient’s previous and/or expected future contributions to the business of
any member of the Company Group and such other factors as the Committee deems
relevant under the circumstances.


          6. Stock Options. Subject
to the provisions of the Plan, the Committee may grant options to eligible personnel upon such terms and conditions
as the Committee deems appropriate. The terms and conditions of any option
shall be evidenced by a written option agreement or other instrument
approved for this purpose by the Committee.


          (a)
Exercise Price. The exercise
price per share of Common Stock covered by an option





granted under the Plan may not be
less than the par value per share on the date of grant, provided that, in the case of an Incentive Stock Option,
the exercise price may not be less than the Fair Market Value (as defined in
Section 9 of the Plan) per share on the date of grant (or, in the case of an Incentive Stock Option granted to an
optionee who, at the time the option is granted, owns stock possessing more than ten percent (10%) of
the total combined voting power of all classes of stock of the Company or a
“subsidiary” or “parent” of the Company within the meaning of Section
424 of the Code, 110% of such Fair Market Value).


          (b) Term of Options. No option granted under the Plan may be exercisable (if at all) more than ten (10) years after the date the option is
granted (or, in the case of an Incentive Stock Option granted to a ten percent
(10%) stockholder within the meaning of Section 424 of the Code, five
(5) years).


          (c) Exercisability of Options. Subject to the provisions of the Plan, the
Committee may establish such vesting and other conditions and restrictions on
the exercise of an option and/or upon the issuance of Common Stock in
connection with the exercise of an option as it deems appropriate. Unless the
Committee determines otherwise, an option will become vested and exercisable in annual one-quarter increments on
the first, second, third, and fourth anniversaries of the date thereof, subject to the optionee
remaining in the continuous employment or other service with the Company Group,
all as determined by the Committee, following the date of grant.


          (d) Method of Exercise. Once vested and exercisable, an option may be exercised by transmitting
to the Company i. a notice specifying the number of shares to be purchased and
ii. payment of the aggregate exercise price of the shares so purchased in cash
or its equivalent, and any taxes due thereon in accordance with Section 12 of
the Plan, as determined by the Committee. As determined by the Committee, in
its sole discretion, payment of the exercise price of an option in whole or in
part may also be made (1) if the Common Stock is publicly traded, by means of any cashless exercise
procedure approved by the Committee, (2) in the form of unrestricted shares of Common Stock which, (x)
in the case of shares acquired upon exercise of an option, have been owned by
the optionee for more than six (6) months on the date of surrender, and (y)
have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the shares of Common Stock as to
which such option shall be exercised, (3) any other form of consideration approved by the Committee and permitted by
applicable law (including a promissory note of the optionee) which the
Committee determines to be consistent with the purposes of the Plan or
(4) any combination of the foregoing.


          (e) Termination of Employment or other Service. Unless otherwise determined by the Committee at grant or, if no rights of the
optionee are thereby reduced, thereafter, the following rules apply with regard to options held by an optionee
at the time of his or her termination of employment or other service
with the Company Group:


          (i)
Termination by Reason of Death. If
an optionee’s employment or other service with the Company Group is terminated
due to his or her death, then 1. that portion of an option, if any, which is exercisable on the date of termination
shall remain exercisable by the optionee’s beneficiary during the one year
period following the date of termination but in no event after





expiration of the stated term
thereof and, to the extent not exercised during such period, shall thereupon terminate, and 2. that portion of an
option, if any, which is not exercisable on the date of termination
shall thereupon terminate.


          (ii)
Termination for Cause. If an optionee’s
employment or other service is terminated by the Company Group for Cause (or at a time when grounds for a termination
for Cause exist), then, notwithstanding anything to the contrary contained
herein, any option held by the optionee (whether or not otherwise exercisable)
shall immediately terminate and cease to be exercisable. A termination for
“Cause” means 1. in the case where there is no employment, consulting or
similar service agreement between the optionee and the Company Group or where such
an agreement exists but does not define “cause” (or words of like import), a
termination classified by the Company Group, in its sole discretion, as a
termination due to the optionee’s dishonesty, fraud, insubordination, willful
misconduct, refusal to perform services or materially unsatisfactory performance of duties, or 2. in the
case where there is an employment, consulting or similar service agreement
between the optionee and the Company Group that defines “cause” (or words of
like import), a termination that is or would be deemed for “cause” (or words of
like import) as classified by the
Company Group, in its sole discretion, under such agreement.


          (iii) Other
Termination. If an optionee’s employment or other service with the
Company Group terminates for any
reason other than those described in Section 6(e)(i) or 6(e)(ii) above, then: 1. that portion of an option, if any, which
is exercisable on the date of termination shall remain exercisable by the
optionee during the ninety (90) day period following the date of termination
but in no event after expiration of the stated term thereof and, to the extent
not exercised during such period,
shall thereupon terminate, and 2. that portion of an option, if any, which is not exercisable on the date of termination
shall thereupon terminate.


          (f) Rights as a Stockholder. No shares of Common Stock shall be issued in respect of the exercise of an option until full payment of the
exercise price and the applicable tax withholding obligation with respect to
such exercise has been made or provided for. The holder of an option shall have no rights as a stockholder with
respect to any shares covered by an option until the date such shares
are issued.


          (g) Buy Out and Settlement. Unless prohibited by Section 6(h) (relating to repricing of options), the Committee, on behalf of the
Company, may at any time offer to buy out any outstanding option on such terms
and conditions as the Committee shall establish.


          (h) No
Repricing of Options. Unless approved by the Company’s stockholders,
the Committee may not reduce the exercise price for shares covered by an
outstanding option granted under the
Plan, whether directly or in any other manner which constitutes a “repricing” under applicable stock exchange rules or
financial accounting principles.


          7. Restricted
Stock. Subject to the provisions of the Plan, the Committee may
award restricted shares of Common Stock to eligible personnel upon such terms
and subject to such conditions and
restrictions as the Committee deems appropriate. The terms and conditions of
any restricted stock award shall be
evidenced by a written agreement or other instrument approved for this
purpose by the Committee.





          (a) Purchase Price. The
purchase price payable for shares of restricted stock may be as low as zero,
provided, however, that to the extent required by applicable law, the purchase
price per share shall be no less than
the par value of a share of Common Stock. In the sole discretion of the Committee,
loans may be made to a recipient in connection with the purchase of restricted
stock.


          (b) Restrictions and Vesting. The Committee may establish such conditions and restrictions on the vesting of restricted stock as it deems
appropriate, including, without limitation, conditions and restrictions based
upon continued service, the attainment of specified performance goals and/or
other factors and criteria deemed relevant for this purpose.


          (c) Rights as a Stockholder. The recipient of restricted stock shall have the rights of a stockholder with respect to the restricted stock,
subject to any restrictions and conditions as the Committee may impose.


          (d) Stock Certificates for Restricted Stock Unless the Committee elects otherwise, shares of
restricted stock shall be evidenced by book entries on the Company’s stock
transfer records pending the
expiration of restrictions thereon. If a stock certificate for shares of
restricted stock is issued, it shall bear an appropriate legend to reflect the
nature of the restrictions applicable to the shares represented by the certificate, and the Committee may require
that any or all such stock certificates be held in custody by the Company until
the applicable restrictions have lapsed. The Committee may establish such other
conditions as it deems appropriate in connection with the issuance of certificates for shares of restricted
stock, including, without limitation, a requirement that the recipient deliver
a duly signed stock power, endorsed in blank, for the shares covered by the
award.


          (e) Lapse of Restrictions. If and when the vesting conditions and other restrictions applicable to a restricted stock award are satisfied or
expire and upon the recipient’s payment of any taxes due thereon in accordance
with Section 12 of the Plan, a certificate for the shares covered or referenced
by the award, to the extent vested and free of restrictions, shall be delivered
to the holder. All legends shall be removed from said certificates at the time
of delivery except as otherwise required by applicable law.


          (f) Termination of Employment or Other Service. Unless otherwise determined by the Committee at
grant or, if no rights of the recipient are thereby reduced, thereafter, upon
the termination of a recipient’s
employment or other service for any reason or no reason, any shares of
restricted stock which have not yet become fully vested shall be forfeited, and
any certificate therefor or book
entry with respect thereto or other evidence thereof shall be canceled.


          8.
Other Equity-Based Awards. Without
further action by the stockholders of the Company, the Board may, in its sole discretion, amend the
Plan to authorize the Committee to grant other types of equity-based awards under the Plan, including, without
limitation, the grant or offer for sale
of unrestricted shares of Common Stock and/or the grant of restricted stock
units, stock appreciation rights and dividend equivalents, in such amounts and
subject to such terms and conditions as the Committee shall determine. Such
awards may entail the transfer of actual shares of Common Stock to recipients, or payment in cash or otherwise of
amounts based on the





value of shares of Common Stock
and may include, without limitation, awards designed to comply with or take advantage of the applicable
local laws or jurisdictions other than the United States.


          9. Fair Market Value. For purposes of the Plan, “Fair Market Value” on any date shall be
equal to the closing sale price per share as published by a national securities
exchange or NASDAQ National Market on
which shares of the Common Stock are traded on such date or, if there is no sale of Common Stock on such date,
the average of the bid and asked prices on such exchange at the closing of
trading on such date or, if shares of the Common Stock are not listed on a
national securities exchange or NASDAQ National Market on such date, the
closing price or, if none, the average of the bid and asked prices in the over
the counter market at the close of trading on such date, or if the Common Stock
is not traded on a national securities exchange or NASDAQ National Market or the over the counter
market, the fair market value of a share of the Common Stock on such date as
determined in good faith by the Committee.


          10. Non-Transferability. Stock options granted under the Plan may not be transferred by the optionee other than upon the optionee’s death to
a beneficiary designated by the optionee in a manner acceptable to the
Committee, or, if no designated beneficiary shall survive the optionee,
pursuant to the optionee’s will or by the laws of descent and distribution. All
stock options shall be exercisable during the optionee’s lifetime only by the
optionee (or, in the event of the optionee’s incapacity, his or her guardian or
legal representative). Shares of restricted stock granted under the Plan may
not be transferred prior to the date on which shares are issued or, if later,
the date on which such shares have vested and are free of any applicable
restriction imposed hereunder. Except as otherwise specifically provided by the
provisions hereof or the applicable award agreement or instrument, no award
received under the Plan may be transferred in any manner, and any attempt to transfer any such award shall be void,
and no such award shall in any
manner be liable for or subject to the debts, contracts, liabilities,
engagements or torts of any person who shall be entitled to such award, nor
shall it be subject to attachment or legal process for or against such person. Notwithstanding the foregoing, the
Committee may determine at the time of grant or thereafter that a stock option
is transferable in whole or part in a gratuitous transfer to such persons, under such circumstances, and subject to such
conditions as the Committee may prescribe.


          11. Adjustments Upon a Capital Change. Subject to Section 17, upon any increase,
reduction, or change or exchange of the Common Stock for a different number or
kind of shares or other securities, cash or property by reason of a
reclassification, recapitalization, merger, consolidation, reorganization,
stock split in the form of a stock dividend, stock split or reverse stock
split, combination or exchange of shares, or any other similar corporate transaction
or event that affects the capitalization of the Company (a “Capital Change”),
an equitable substitution or adjustment may be made in (g) the aggregate number
and/or kind of shares reserved for
issuance under the Plan, (h) the maximum number and/or kind of shares with
respect to which options may be
granted under the Plan to any employee during any calendar year, (i) the kind,
number and/or exercise price of shares or other property subject to outstanding
options granted under the Plan, and
(j) the kind, number and/or purchase price of shares or other property subject
to outstanding awards of restricted stock or any other equity-based awards
granted under the Plan, in each case
as may be determined by the Board, in its sole discretion. Such other






equitable substitutions or
adjustments shall be made as may be determined by the Board, in its sole
discretion. Without limiting the generality of the foregoing, but subject to
Section 17, in connection with a Capital Change, the Board may provide, in its
sole discretion, on a case by case basis, for: (A) the cancellation of any
outstanding awards (i) in exchange for payment in cash or other property of the Fair Market Value of
the shares of Common Stock covered by such awards (whether or not otherwise vested or exercisable), reduced, in
the case of options, by the exercise
price thereof, or (ii) for no consideration, in the case (and to the extent) of
awards which are not otherwise then vested or exercisable; or (B) in the event
of a liquidation or reorganization of
the Company (including a merger, consolidation or sale or distribution of
assets of the Company), the termination of any outstanding options upon notice
given at least thirty (30) days prior to the effective date of the transaction,
provided that such vested and exercisable options (or, in the Board’s discretion, all options
whether or not otherwise vested or exercisable), shall be exercisable until the effective date of such
liquidation or reorganization in whole or in part as to all shares then subject thereto. In the event of
any adjustment in the number of shares covered by any award pursuant to the
provisions hereof, any fractional shares resulting from such adjustment shall be disregarded, and each such award shall
cover only the number of full shares resulting from the adjustment. All
adjustments under this Section 11 shall be made by the Board, and its
determination as to what adjustments shall be made, and the extent thereof,
shall be final, binding and conclusive. Notwithstanding the foregoing, if, in
connection with a Capital Change, outstanding awards are substituted or
adjusted pursuant to part (d) of the first sentence of this Section 11, then
the vesting conditions of the original award will continue to apply to the adjusted or substituted award and, absent a
termination of employment or service following such Capital Change, vesting under the adjusted or
substituted award will not be accelerated.


          12. Tax Withholding. As a condition to the exercise of any award or the delivery of any
shares of Common Stock pursuant to any award or the lapse of restrictions on
any award, or in connection with any other event that gives rise to a federal
or other governmental tax withholding
obligation on the part of the Company Group relating to an award, (k) the
Company Group may deduct or withhold
(or cause to be deducted or withheld) from any payment or distribution to an award recipient whether or not
pursuant to the Plan or (1) the Company Group shall be entitled to require that the recipient remit cash to the
Company Group (through payroll deduction or otherwise), in each case in an
amount sufficient in the opinion of the Company to satisfy such withholding
obligation. If the event giving rise to the withholding obligation involves a transfer of shares of Common Stock,
then, at the sole discretion of the Committee, the recipient may satisfy the withholding obligation
described under this Section 12 by electing to have the Company withhold shares
of Common Stock (which withholding shall be at a rate not in excess of the
statutory minimum rate) or by tendering previously-owned shares of Common
Stock, in each case having a Fair Market Value equal to the amount of tax to be
withheld (or by any other mechanism as may be required or appropriate to conform
with local tax and other rules).


          13. Amendment and Termination. The Board may amend or terminate the Plan,
provided, however, that no such action may affect adversely the rights of the
holder of any outstanding award
without the consent of the holder. Except as otherwise provided in Section 11
of the Plan, any amendment which
would increase the number of shares of Common Stock which may be issued under
the Plan shall be subject to the approval of the Company’s stockholders. The





Committee may amend the terms of
any agreement or certificate made or issued hereunder at any time and from time
to time, provided, however, that no amendment which would affect adversely the rights of the holder of any outstanding award
may be made without the consent of such holder.


          14. General
Provisions.


          (a) Compliance with Law. Shares of Common Stock shall not be issued pursuant to the Plan unless 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”), the Exchange Act and the
requirements of any stock exchange or market upon which the Common Stock may then be listed, and
shall be further subject to the approval of counsel for the Company with
respect to such compliance.


          (b)
Investment
Representation. The Committee may
require each person acquiring shares of Common Stock to represent to and agree with the Company in writing that
such person is acquiring the shares without a view to distribution thereof. The
certificates for such shares may include any legend that the Committee deems
appropriate to reflect any restrictions on transfer.


          (c)
Transfer
Orders; Placement of Legends. All
certificates for shares of Common Stock delivered under the Plan shall be
subject to such stock-transfer orders and other restrictions as the Committee
may deem advisable under the rules, regulations, and other requirements of the
Securities and Exchange Commission, any stock exchange or market upon which the
Common Stock may then be listed, and
any applicable federal or state securities law. The Committee may cause a
legend or legends to be placed on any such certificates to make appropriate
reference to such restrictions.


          (d)
No Employment or
other Service Rights. Nothing
contained in the Plan or in any award agreement shall confer upon any recipient
of an award any right with respect to the continuation of his or her employment or other service with
any one or more of the Company Group or interfere in any way with the right of
the Company Group at any time to terminate such employment or other service or to increase or decrease, or otherwise
adjust, the other terms and conditions
of the recipient’s employment or other service with the Company Group.


          (e) Decisions and Determinations Final. All decisions and determinations made by the Board pursuant to the provisions hereof and,
except to the extent rights or powers under the Plan are reserved specifically to the discretion of
the Board, all decisions and determinations of the Committee, shall be
final, binding and conclusive on all persons.


          15. Governing Law. All
rights and obligations under the Plan and each award agreement or instrument shall be governed by and construed in
accordance with the laws of the State of Delaware, without regard to its
principles of conflict of laws.


          16. Term of the Plan. The Plan shall become effective upon its adoption by the Board, subject to approval by the stockholders of the
Company within twelve (12) months of the date of such adoption. Unless sooner terminated by the Board, the Plan shall
terminate on the tenth





anniversary of the date of its
adoption by the Board. The rights of any person with respect to an award made under the Plan that is outstanding at
the time of the termination of the Plan shall not be affected solely by reason
of the termination of the Plan and shall continue in accordance with the terms
of the award (as then in effect or thereafter amended) and the Plan (as then in
effect or thereafter amended).


          17.
Change in Control of the Company. Notwithstanding anything contained in the
Plan to the contrary, the provisions of this Section 17 shall govern and
supersede any inconsistent terms or provisions of the Plan.


          (a)
Definitions.


          (i)
Change in Control. For purposes of the Plan, “Change in Control” shall mean any
of the following events:


          (A) The
acquisition in one or more transactions by any “Person” (as the term person is
used for purposes of Section 13(d) or 14(d) of the Exchange Act) of “Beneficial
Ownership” (within the meaning of
Rule 13d-3 promulgated under the Exchange Act) of forty per cent (40%) or more
of the combined voting power of the Company’s then outstanding voting
securities (the “Voting Securities”), provided, however, that Voting Securities
acquired directly from the Company by any Person shall be excluded from the
determination of such Person’s Beneficial Ownership of Voting Securities (but
such Voting Securities shall be included in the calculation of the total
number of Voting Securities then outstanding); or


          (B) The
consummation of a merger or consolidation involving the Company if the
stockholders of the Company, immediately before such merger or consolidation,
do not own, directly or indirectly immediately following such merger or
consolidation, more than fifty percent (50%) of the combined voting power of
the outstanding Voting Securities of the corporation resulting from such merger or consolidation in substantially
the same proportion as their
ownership of the Voting Securities immediately before such merger or
consolidation; or


          (C)
The individuals who, as of July 1, 2006,
are members of the Board (the “Incumbent Board”), cease for any reason to constitute more than fifty percent
(50%) of the Board; provided, however,
that if the election, or nomination for election by the Company’s stockholders
of any new director was approved by a vote of at least two-thirds of the
Incumbent Board, such new director shall, for purposes of the Plan, be
considered as a member of the Incumbent Board, but excluding for this purpose,
any such individual whose initial assumption of office occurs as a result of an
actual or threatened election contest with respect to the election or removal
of directors or other actual or threatened solicitation of proxies or consents
by or on behalf of a person other than the Board; or


          (D) Approval
by the stockholders of the Company of a complete liquidation or dissolution of the Company or an agreement for the sale or other
disposition of all or substantially all of the assets of the Company.


Notwithstanding the foregoing, a
Change in Control shall not be deemed to occur solely because





forty percent (40%) or more of
the then outstanding Voting Securities is acquired by (1) a trustee or other
fiduciary holding securities under one or more employee benefit plans
maintained by the Company or any of
its Subsidiaries, or (2) any corporation which, immediately prior to such
acquisition, is owned directly or indirectly by the Shareowners of the Company
in the same proportion as their ownership of stock in the Company immediately
prior to such acquisition.


          (ii)
Cause. For purposes of this Section 17 only, the term “Cause” shall mean (A)
conviction of a felony or (B)
engaging in conduct constituting willful gross misconduct which is demonstrably
and materially injurious to the Company, monetarily or otherwise.


          (iii)
Good Reason. For purposes of this Section 17, the term “Good Reason” shall mean
any of the following events or
conditions occurring with respect to a participant at any time following
a Change in Control:


          (A) a
reduction in the participant’s base salary or any failure to pay the
participant compensation or benefits
to which he or she is entitled within fifteen days of the date due;


          (B) a
relocation by the Company or the acquiring or successor company of the
participant’s principal place of employment by more than fifty miles;


          (C) a
material diminution of the position, status or duties of the participant’s
employment or of the participant’s working conditions; or


          (D) the
failure by the Company or an acquiring or successor company to provide the participant with compensation and benefits, in the
aggregate, substantially equivalent to those in effect immediately prior
to the Change in Control.


          (b)
Effect of Change in Control on Certain Awards.


          (i) If, following a Change in Control, the
Company is not the surviving corporation and the surviving corporation or the
acquiring corporation (such surviving corporation or acquiring corporation being hereinafter referred to as the
“Acquiror”) does not assume the then outstanding options or other awards under
the Plan or does not substitute equivalent equity awards relating to the securities of such Acquiror or its affiliates
for such awards, then all such awards that are not so assumed or substituted
shall become immediately and fully vested and, as applicable, exercisable
immediately prior to the Change in Control. In addition, the Board or its
designee may, in its sole discretion, provide for the payment in cash and/or in
kind to be made to each participant for the cancellation of any outstanding
options or other awards upon the consummation of the Change in Control, based
upon the fair market value of the consideration received in such Change in
Control by the Company’s stockholders in exchange for their Common Stock. If
this provision applies, any outstanding award that is not exercised will
terminate and be of no further force or effect at the time of the Change in
Control, subject to the right, if any, of the holder to receive a payment under
this Section 17(b)(i) in exchange for the cancellation of such award.


          (ii) If the Company is the surviving corporation
following a Change in Control, or the





Acquiror assumes outstanding options and/or other
awards under the Plan or substitutes equivalent equity awards relating to the
securities of such Acquiror or its affiliates for such options or other awards,
then all such awards or such substitutes therefor shall remain outstanding and
be governed by their respective terms and the provisions of the Plan; provided,
however, that, if, within twenty-four months following a Change in Control, a
participant’s employment is terminated by
the Company, the Acquiror or its affiliates without Cause or by the participant
with Good Reason, then, upon such termination of employment, all such
outstanding options and other awards (or
substitutes therefor) shall become immediately and fully vested and, as
applicable, exercisable.