EXHIBIT
        10.1


    

    EUGENE
      SCIENCE, INC.

     

    2006
      STOCK INCENTIVE PLAN

     

    This
      2006
      STOCK INCENTIVE PLAN (the “Plan”) is hereby established by Eugene Science, Inc.,
      a Delaware corporation (the “Company”), and adopted by its Board of Directors as
      of February 27, 2006 (the “Effective Date”).

     

    ARTICLE
      1.

     

    PURPOSES
      OF THE PLAN

     

    1.1    Purposes.
      The
      purposes of the Plan are (a) to enhance the ability of the Company and its
      Affiliated Companies to attract and retain the services of officers, qualified
      employees and directors of the Company, and other service providers, upon whose
      judgment, initiative and efforts the successful conduct and development of
      the
      Company’s businesses largely depends, and (b) to provide additional incentives
      to such persons to devote their utmost effort and skill to the advancement
      and
      betterment of the Company, by providing them an opportunity to participate
      in
      the ownership of the Company and thereby have an interest in the success and
      increased value of the Company that coincides with the financial interests
      of
      the Company’s stockholders.

     

    ARTICLE
      2.

     

    DEFINITIONS

     

    For
      purposes of this Plan, the following terms shall have the meanings
      indicated:

     

    2.1    Acquiring
      Entity. “Acquiring
      Entity” means the corporation or other entity that (i) on consummation of a
      merger or consolidation in which the Company is a party, will be the owner
      of at
      least a majority of the outstanding shares of the Surviving Entity in such
      merger or consolidation, or (ii) on consummation of a sale of all or
      substantially all of the Company’s assets will become or be the owner of such
      assets or of the securities or other ownership interests representing at least
      a
      majority of the voting power of any corporation or other entity that becomes
      the
      owner of such assets.

     

    2.2    Administrator.
      “Administrator”
      means the Board or, if the Board delegates responsibility for any matter to
      the
      Committee, the term Administrator shall mean the Committee.

     

    2.3    Affiliated
      Company. “Affiliated
      Company” means any “parent corporation” or “subsidiary corporation” of the
      Company, whether now existing or hereafter created or acquired, as those terms
      are defined in Sections 424(e) and 424(f) of the Code,
      respectively.

     

    2.4    Board.
      “Board”
      means the Board of Directors of the Company.

     

    2.5    Change
      in Control. “Change
      in Control” means: 

     

    (a)    The
      acquisition, directly or indirectly, in one transaction or a series of related
      transactions, by any person or group (within the meaning of
      Section 13(d)(3) of the Exchange Act) of the beneficial ownership of
      securities of the Company possessing more than fifty percent (50%) of the total
      combined voting power of all outstanding securities of the Company;

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (b)    A
      merger
      or consolidation in which the Company is not the Surviving Entity, except for
      a
      transaction in which the Persons who, immediately prior to such merger or
      consolidation, were the holders of the outstanding voting securities of the
      Company, as a result of their ownership thereof, become the holders (in the
      aggregate) of securities possessing more than fifty percent (50%) of the total
      combined voting power of all outstanding voting securities of the Surviving
      Entity or the Acquiring Entity (as the case may be) in such merger or
      consolidation immediately after consummation thereof;

     

    (c)    A
      reverse
      merger in which the Company is the Surviving Entity, but in which the holders
      of
      the Company’s outstanding voting securities immediately prior to such merger
      will hold, in the aggregate, immediately after consummation of such merger,
      securities possessing less than fifty percent (50%) of the total combined voting
      power of all outstanding voting securities of the Company or its Acquiring
      Entity, if any, in such merger;

     

    (d)    The
      sale,
      transfer or other disposition (in one transaction or a series of related
      transactions) of all or substantially all of the assets of the Company, except
      for a transaction in which the Company will receive, in exchange for the sale
      of
      such assets, securities possessing more than fifty percent (50%) of the total
      combined voting power of all outstanding voting securities of the Acquiring
      Entity in such transaction(s); or

     

    (e)    The
      approval by the stockholders of the Company of a plan or proposal for the
      liquidation or dissolution of the Company.

     

    2.6    Code.
      “Code”
      means the Internal Revenue Code of 1986, as amended from time to
      time.

     

    2.7    Committee.
      “Committee”
      means a committee of two or more members of the Board appointed to administer
      the Plan, as set forth in Section 7.1 hereof.

     

    2.8    Common
      Stock. “Common
      Stock” means the Common Stock of the Company, $0.0001 par value, subject to
      adjustment pursuant to Section 4.2 hereof.

     

    2.9    Covered
      Employee. “Covered
      Employee” means the chief executive officer of the Company (or the individual
      acting in such capacity) and the four (4) other individuals that are the highest
      compensated officers of the Company for the relevant taxable year for whom
      total
      compensation is required to be reported to stockholders under the Exchange
      Act.


     

    2.10    Disability.
      “Disability”
      means permanent and total disability as defined in Section 22(e)(3) of the
      Code.
      The Administrator’s determination of a Disability or the absence thereof shall
      be conclusive and binding on all interested parties.

     

    2.11    Effective
      Date. “Effective
      Date” means the date on which the Plan is adopted by the Board, as set forth on
      the first page hereof.

     

    2.12    Exchange
      Act. “Exchange
      Act” means the Securities Exchange Act of 1934, as amended.

     

    2.13    Exercise
      Price.“Exercise
      Price” means the purchase price per share of Common Stock payable upon exercise
      of an Option.

     

    
      
        
        

      

      
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    2.14    Fair
      Market Value. “Fair
      Market Value” on any given date means the value of one share of Common Stock,
      determined as follows:

     

    (a)    If
      the
      Common Stock is then listed or admitted to trading on a Nasdaq market system
      or
      a stock exchange which reports closing sale prices, the Fair Market Value shall
      be the closing sale price on the date of valuation on such Nasdaq market system
      or principal stock exchange on which the Common Stock is then listed or admitted
      to trading, or, if no closing sale price is quoted on such day, then the Fair
      Market Value shall be the closing sale price of the Common Stock on such Nasdaq
      market system or such exchange on the next preceding day for which a closing
      sale price is reported. 

     

    (b)    If
      the
      Common Stock is not then listed or admitted to trading on a Nasdaq market system
      or a stock exchange which reports closing sale prices, the Fair Market Value
      shall be the average of the closing bid and asked prices of the Common Stock
      in
      the over-the-counter market on the date of valuation. 

     

    (c)    If
      neither (a) nor (b) is applicable as of the date of valuation, then the Fair
      Market Value shall be determined by the Administrator in good faith using any
      reasonable method of evaluation, which determination shall be conclusive and
      binding on all interested parties.

     

    2.15    Incentive
      Option. “Incentive
      Option” means any Option designated and qualified as an “incentive stock option”
as defined in Section 422 of the Code.

     

    2.16    NASD
      Dealer. “NASD
      Dealer” means a broker-dealer that is a member of the National Association of
      Securities Dealers, Inc.

     

    2.17    Non-Employee
      Director. “Non-employee
      Director” shall mean a director of the Company who is neither an employee nor an
      executive officer of the Company.

     

    2.18    Nonqualified
      Option. “Nonqualified
      Option” means any Option that is not an Incentive Option. To the extent that any
      Option designated as an Incentive Option fails in whole or in part to qualify
      as
      an Incentive Option, including, without limitation, for failure to meet the
      limitations applicable to a 10% Stockholder or because it exceeds the annual
      limit provided for in Section 5.6 below, it shall to that extent constitute
      a
      Nonqualified Option.

     

    2.19    Option.
      “Option”
      means any option to purchase Common Stock granted pursuant to the
      Plan.

     

    2.20    Option
      Agreement. “Option
      Agreement” means the written agreement entered into between the Company and the
      Optionee with respect to an Option granted under the Plan.

     

    2.21    Optionee.
      “Optionee”
      means a Participant who holds an Option.

     

    2.22    Participant.“Participant”
      means a Person who holds an Option or Restricted Stock under the
      Plan.

     

    2.23    Person.
      “Person”
      means any natural person, any corporation, limited liability company, general
      or
      limited partnership, trust, estate or unincorporated association or other
      entity.

     

    
      
        
        

      

      
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    2.24    Purchase
      Price. “Purchase
      Price” means the purchase price per share of Restricted Stock.

     

    2.25    Restricted
      Stock. “Restricted
      Stock” means shares of Common Stock issued pursuant to Section 6 hereof, subject
      to any restrictions and conditions as are established pursuant to such Section
      6.

     

    2.26    Service
      Provider. “Service
      Provider” means
      a
      consultant or other person or entity the Administrator authorizes to become
      a
      Participant in the Plan and who provides services to (i) the Company, (ii)
      an
      Affiliated Company, or (iii) any other business venture designated by the
      Administrator in which the Company or an Affiliated Company has a significant
      ownership interest.

     

    2.27    Stock
      Purchase Agreement. “Stock
      Purchase Agreement” means the written agreement entered into between the Company
      and a Participant with respect to the purchase of Restricted Stock under the
      Plan.

     

    2.28    Substitute
      Options. “Substitute
      Options” means options to purchase Common Stock to be issued by the Successor
      Entity or Acquiring Entity (as the case may be) in a Change of Control
      transaction, on terms approved by the Administrator, in exchange for the
      cancellation or surrender, on consummation of the Change in Control, of Options
      granted under this Plan and held by employees of the Company or any Subsidiary.
      

     

    2.29    Substitute
      Restricted Stock. “Substitute
      Restricted Stock” means restricted stock to be issued by the Successor Entity or
      Acquiring Entity (as the case may be) in a Change of Control transaction, on
      terms approved by the Administrator, in exchange for the cancellation or
      surrender, on consummation of the Change in Control, of Restricted Stock issued
      this Plan and held by employees of the Company or any Subsidiary.

     

    2.30    10%
      Stockholder. “10%
      Stockholder” means a Person who, as of a relevant date, owns or is deemed to own
      (by reason of the attribution rules applicable under Section 424(d) of the
      Code)
      stock possessing more than 10% of the total combined voting power of all classes
      of stock of the Company or of an Affiliated Company.

     

    ARTICLE
      3.

     

    ELIGIBILITY

     

    3.1    Incentive
      Options.
      Only
      employees of the Company or of an Affiliated Company (including officers of
      the
      Company and members of the Board if they are employees of the Company or of
      an
      Affiliated Company) are eligible to receive Incentive Options under the
      Plan.

     

    3.2    Nonqualified
      Options and Restricted Stock.
      Employees of the Company or of an Affiliated Company, officers of the Company,
      members of the Board (whether or not employed by the Company or an Affiliated
      Company), and Service Providers are eligible to receive Nonqualified Options
      or
      acquire Restricted Stock under the Plan.

     

    3.3    Section
      162(m) Limitation. Subject
      to the provisions of Section 4.2, no employee of the Company or of an Affiliated
      Company shall be eligible to be granted Options covering more than 4,000,000
      shares of Common Stock during any calendar year. 

     

    
      
        
        

      

      
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    3.4    Restrictions.
      Notwithstanding Sections 3.1 and 3.2 above or any other provision of this Plan
      to the contrary, no director or officer of the Company or any Affiliated Company
      shall be eligible to receive an Option or acquire Restricted Stock, or any
      right
      to receive the same, pursuant to this Plan unless and until this Plan has been
      approved by a majority of the shares present and entitled to vote at a meeting
      of the Company’s stockholders.

     

    ARTICLE
      4.

     

    PLAN
      SHARES

     

    4.1    Shares
      Subject to the Plan.
      A total
      of 4,000,000 shares of Common Stock may be issued under the Plan, subject to
      adjustment as to the number and kind of shares pursuant to Section 4.2 hereof.
      For purposes of this limitation, in the event that (a) all or any portion of
      any
      Option or Restricted Stock granted or offered under the Plan can no longer
      under
      any circumstances be exercised or purchased, or (b) any shares of Common Stock
      are reacquired by the Company which were initially the subject of an Option
      Agreement or Stock Purchase Agreement, the shares of Common Stock allocable
      to
      the unexercised portion of such Option or such Stock Purchase Agreement, or
      the
      shares so reacquired, shall again be available for grant or issuance under
      the
      Plan.

     

    4.2    Changes
      in Capital Structure.
      In the
      event that the outstanding shares of Common Stock are hereafter increased or
      decreased or changed into or exchanged for a different number or kind of shares
      or other securities of the Company by reason of a recapitalization, stock split,
      reverse stock split, combination of shares, reclassification, stock dividend,
      or
      other similar change in the capital structure of the Company, then appropriate
      adjustments shall be made by the Administrator to the aggregate number and
      kind
      of shares issuable thereafter under this Plan, the number and kind of shares
      and
      the price per share subject to outstanding Option Agreements and Stock Purchase
      Agreements and the limit on the number of shares under Section 3.3 above, all
      in
      order to preserve, as nearly as practical, but not to increase, the benefits
      to
      Participants.

     

    ARTICLE
      5.

     

    OPTIONS

     

    5.1    Option
      Agreement.
      Each
      Option granted pursuant to this Plan shall be evidenced by an Option Agreement
      that shall specify the number of shares subject thereto, the Exercise Price
      per
      share, and whether the Option is an Incentive Option or Nonqualified Option.
      As
      soon as is practical following the grant of an Option, an Option Agreement
      shall
      be duly executed and delivered by or on behalf of the Company to the Optionee
      to
      whom such Option was granted. Each Option Agreement shall be in such form and
      contain such additional terms and conditions, not inconsistent with the
      provisions of this Plan, as the Administrator shall, from time to time, deem
      desirable, including, without limitation, the imposition of any rights of first
      refusal and resale obligations upon any shares of Common Stock acquired pursuant
      to an Option Agreement. Each Option Agreement may be different from each other
      Option Agreement.

     

    5.2    Exercise
      Price.
      The
      Exercise Price per share of Common Stock covered by each Option shall be
      determined by the Administrator, subject to the following: (a) the Exercise
      Price of an Incentive Option and any Nonqualified Option granted to an
      individual providing services in or residing in the United States shall not
      be
      less than 100% of Fair Market Value on the date that Option is granted, and
      (b)
      notwithstanding the foregoing, if the Person to whom an Incentive Option is
      granted is a 10% Stockholder on the date of grant, the Exercise Price shall
      not
      be less than 110% of Fair Market Value on the date the Option is granted.
      However, an Option may be granted with an exercise price lower than that set
      forth in the preceding sentence if such Option is granted pursuant to an
      assumption or substitution for another option in a manner satisfying the
      provisions of Section 424 of the Code.

     

    
      
        
        

      

      
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    5.3    Payment
      of Exercise Price.
      Payment
      of the Exercise Price shall be made upon exercise of an Option and may be made,
      in the discretion of the Administrator, subject to any legal restrictions,
      by:
      (a) cash; (b) check; (c) the surrender of shares of Common Stock acquired
      pursuant to the exercise of an Option (provided that shares acquired pursuant
      to
      the exercise of options granted by the Company must have been held by the
      Optionee for the requisite period necessary to avoid a charge to the Company’s
      earnings for financial reporting purposes), which surrendered shares shall
      be
      valued at Fair Market Value as of the date of such exercise; (d) the
      cancellation of indebtedness of the Company to the Optionee; (e) the waiver
      of
      compensation due or accrued to the Optionee for services rendered; (f) a “same
      day sale” commitment from the Optionee and an NASD Dealer whereby the Optionee
      irrevocably elects to exercise the Option and to sell a portion of the shares
      so
      purchased to pay for the Exercise Price and whereby the NASD Dealer irrevocably
      commits upon receipt of such shares to forward the Exercise Price directly
      to
      the Company; (g) a “margin” commitment from the Optionee and an NASD Dealer
      whereby the Optionee irrevocably elects to exercise the Option and to pledge
      the
      shares so purchased to the NASD Dealer in a margin account as security for
      a
      loan from the NASD Dealer in the amount of the Exercise Price, and whereby
      the
      NASD Dealer irrevocably commits upon receipt of such shares to forward the
      Exercise Price directly to the Company; or (g) any combination of the foregoing
      methods of payment or any other consideration or method of payment as shall
      be
      permitted by applicable law.

     

    5.4    Term
      and Termination of Options.
      The term
      and provisions for termination of each Option shall be as fixed by the
      Administrator, but no Option may be exercisable more than ten (10) years after
      the date it is granted. An Incentive Option granted to a person who is a 10%
      Stockholder on the date of grant shall not be exercisable more than one (1)
      year
      after the date it is granted. 

     

    5.5    Vesting
      and Exercise of Options.
      Each
      Option shall vest and become exercisable in one or more installments at such
      time or times and subject to such conditions, including without limitation
      the
      achievement of specified performance goals or objectives, as shall be determined
      by the Administrator. 

     

    5.6    Annual
      Limit on Incentive Options.
      To the
      extent required for “incentive stock option” treatment under Section 422 of the
      Code, the aggregate Fair Market Value (determined as of the time of grant)
      of
      the Common Stock, with respect to which Incentive Options granted under this
      Plan and any other plan of the Company or any Affiliated Company become
      exercisable for the first time by an Optionee during any calendar year, shall
      not exceed $100,000.

     

    5.7    Nontransferability
      of Options.
      Except
      as otherwise provided by the Administrator in an Option Agreement and as
      permissible under applicable law, no Option shall be assignable or transferable
      except by will or the laws of descent and distribution, and during the life
      of
      the Optionee shall be exercisable only by such Optionee.

     

    5.8    No
      Rights as Stockholder Prior to Exercise.
      An
      Optionee or permitted transferee of an Option shall have no rights or privileges
      as a stockholder with respect to any shares covered by an Option until such
      Option has been duly exercised and certificates representing shares purchased
      upon such exercise have been issued to such person.

     

    
      
        
        

      

      
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    5.9    Unvested
      Shares. The
      Administrator shall have the discretion to grant Options which are exercisable
      for unvested shares of Common Stock. Should the Optionee cease being an
      employee, an officer or a director of the Company while owning such unvested
      shares, the Company shall have the right to repurchase, at the exercise price
      paid per share, any or all of those unvested shares. The terms upon which such
      repurchase right shall be exercisable (including the period and procedure for
      exercise and the appropriate vesting schedule for the purchased shares) shall
      be
      established by the Administrator and set forth in the document evidencing such
      repurchase right. 

     

    ARTICLE
      6.

     

    RESTRICTED
      STOCK

     

    6.1    Issuance
      and Sale of Restricted Stock.
      The
      Administrator shall have the right to issue, at a Purchase Price determined
      by
      the Administrator (provided, however, that the Purchase Price applicable to
      shares of Common Stock sold and issued to any Covered Employee shall not be
      less
      than Fair Market Value of such Shares at the time of their issuance), shares
      of
      Common Stock subject to such terms, restrictions and conditions as the
      Administrator may determine at the time of grant (“Restricted Stock”). Such
      conditions may include, but are not limited to, continued employment or the
      achievement of specified performance goals or objectives. 

     

    6.2    Restricted
      Stock Purchase Agreements.
      A
      Participant shall have no rights with respect to the shares of Restricted Stock
      covered by a Stock Purchase Agreement until the Participant has paid the full
      Purchase Price to the Company in the manner set forth in Section 6.3 hereof
      and
      has executed and delivered to the Company the Stock Purchase Agreement. Each
      Stock Purchase Agreement shall be in such form, and shall set forth the Purchase
      Price and such other terms, conditions and restrictions of the Restricted Stock,
      not inconsistent with the provisions of this Plan, as the Administrator shall,
      from time to time, deem desirable. Each Stock Purchase Agreement may be
      different from each other Stock Purchase Agreement.

     

    6.3    Payment
      of Purchase Price.
      Subject
      to any legal restrictions, payment of the Purchase Price may be made, in the
      discretion of the Administrator, by: (a) cash; (b) check; (c) the surrender
      of
      shares of Common Stock owned by the Participant that have been held by the
      Participant for the requisite period necessary to avoid a charge to the
      Company’s earnings for financial reporting purposes, which surrendered shares
      shall be valued at Fair Market Value as of the date of such acceptance; (d)
      the
      cancellation of indebtedness owed by the Company to the Participant; (e) the
      waiver of compensation due or accrued to the Participant for services rendered;
      or (f) any combination of the foregoing methods of payment or any other
      consideration or method of payment as shall be permitted by applicable corporate
      law.

     

    6.4    Rights
      as a Stockholder.
      Upon
      complying with the provisions of Section 6.2 hereof, a Participant shall have
      the rights of a stockholder with respect to the Restricted Stock purchased
      pursuant to a Stock Purchase Agreement, including voting and dividend rights,
      subject to the terms, restrictions and conditions as are set forth in such
      Stock
      Purchase Agreement. Unless the Administrator shall determine otherwise,
      certificates evidencing shares of Restricted Stock shall remain in the
      possession of the Company until such shares have vested in accordance with
      the
      terms of the Stock Purchase Agreement.

     

    
      
        
        

      

      
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    6.5    Restrictions.
      Shares
      of Restricted Stock may not be sold, assigned, transferred, pledged or otherwise
      encumbered or disposed of except as specifically provided in the Stock Purchase
      Agreement. In the event of termination of a Participant’s employment, service as
      a director of the Company or Service Provider status for any reason whatsoever
      (including death or disability), the Stock Purchase Agreement may provide,
      in
      the discretion of the Administrator, that the Company shall have the right,
      exercisable at the discretion of the Administrator, to repurchase, at the
      original Purchase Price, any shares of Restricted Stock which have not vested
      as
      of the date of termination.

     

    6.6    Vesting
      of Restricted Stock.
      Subject
      to Section 6.5 above, the Stock Purchase Agreement shall specify the date or
      dates, or the performance goals or objectives which must be achieved, and any
      other conditions on which the Restricted Stock may vest. 

     

    ARTICLE
      7.

     

    ADMINISTRATION
      OF THE PLAN

     

    7.1    Administrator.
      Authority to control and manage the operation and administration of the Plan
      shall be vested in the Board, which may delegate such responsibilities in whole
      or in part to a committee consisting of two (2) or more members of the Board
      who
      are Non-Employee Directors of the Company (the “Committee”). Members of the
      Committee may be appointed from time to time by, and shall serve at the pleasure
      of, the Board. The Board may limit the composition of the Committee to those
      persons necessary to comply with the requirements of Section 162(m) of the
      Code
      and Section 16 of the Exchange Act. As used herein, the term “Administrator”
means the Board or, with respect to any matter as to which responsibility has
      been delegated to the Committee, the term Administrator shall mean the
      Committee.

     

    7.2    Powers
      of the Administrator.
      In
      addition to any other powers or authority conferred upon the Administrator
      elsewhere in the Plan or by law, the Administrator shall have full power and
      authority: (a) to determine the Persons to whom, and the time or times at which,
      Incentive Options or Nonqualified Options or rights to purchase Restricted
      Stock
      shall be granted, the number of shares to be represented by each Option and
      the
      number of shares of Restricted Stock to be offered, and the consideration to
      be
      received by the Company upon the exercise of such Options or sale of such
      Restricted Stock; (b) to interpret the Plan; (c) to create, amend or rescind
      rules and regulations relating to the Plan; (d) to determine the terms,
      conditions and restrictions contained in, and the form of, Option Agreements
      and
      Stock Purchase Agreements; (e) to determine the identity or capacity of any
      Persons who may be entitled to exercise a Participant’s rights under any Option
      or Stock Purchase Agreement under the Plan; (f) to correct any defect or supply
      any omission or reconcile any inconsistency in the Plan or in any Option
      Agreement or Stock Purchase Agreement; (g) to accelerate the vesting of any
      Option or release or waive any repurchase rights of the Company with respect
      to
      or restrictions on Restricted Stock; (h) to extend the exercise date of any
      Option or acceptance date of any Restricted Stock; (i) to provide for rights
      of
      first refusal and/or repurchase rights; (j) to amend outstanding Option
      Agreements and Stock Purchase Agreements to provide for, among other things,
      any
      change or modification which the Administrator could have included in the
      original Agreement or in furtherance of the powers provided for herein; and
      (k)
      to make all other determinations necessary or advisable for the administration
      of the Plan, but only to the extent not contrary to the express provisions
      of
      the Plan. Any action, decision, interpretation or determination made in good
      faith by the Administrator in the exercise of its authority conferred upon
      it
      under the Plan shall be final and binding on the Company and all
      Participants.

     

    
      
        
        

      

      
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    7.3    Limitation
      on Liability.
      No
      employee of the Company or member of the Board or Committee shall be subject
      to
      any liability with respect to duties under the Plan unless that Person acts
      fraudulently or in bad faith. To the extent permitted by law, the Company shall
      indemnify each member of the Board or Committee, and any employee of the Company
      with duties under the Plan, who was or is a party, or is threatened to be made
      a
      party, to any threatened, pending or completed proceeding, whether civil,
      criminal, administrative or investigative, by reason of such Person’s conduct in
      the performance of duties under the Plan.

     

    ARTICLE
      8.

     

    CHANGE
      IN CONTROL

     

    8.1    Change
      in Control.
      In order
      to preserve a Participant’s rights in the event of a Change in Control of the
      Company:

     

    (a)    The
      Administrator shall have the discretion to provide in each Option Agreement
      or
      Stock Purchase Agreement the terms and conditions that relate to (i) vesting
      of
      such Option or Restricted Stock in the event of a Change in Control, and (ii)
      assumption of such Options or Stock Purchase Agreements or the issuance of
      comparable securities under an incentive program in the event of a Change in
      Control. The aforementioned terms and conditions may vary in each Option
      Agreement and Stock Purchase Agreement. 

     

    (b)    If
      the
      terms of an outstanding Option Agreement provide for accelerated vesting in
      the
      event of a Change in Control, or to the extent that an Option is vested and
      not
      yet exercised, the Administrator in its discretion may provide, in connection
      with the Change in Control transaction, for the purchase or exchange of each
      Option for an amount of cash or other property having a value equal to the
      difference (or “spread”) between: (x) the value of the cash or other property
      that the Participant would have received pursuant to the Change in Control
      transaction in exchange for the shares issuable upon exercise of the Option
      had
      the Option been exercised immediately prior to the Change in Control, and (y)
      the Exercise Price of the Option.

     

    (c)    Notwithstanding
      any provision to the contrary that may be contained in this Plan or in any
      Option Agreement for Options granted under this Plan, all outstanding Options
      that have not been exercised or deemed exercised at or before the consummation
      of a Change of Control transaction shall terminate and cease to be exercisable
      upon consummation of such Change in Control except to the extent that the
      Options are assumed by the Surviving or Acquiring Entity pursuant to the terms
      of the Change in Control transaction.

     

    (d)    If
      the
      Company enters into a definitive agreement that provides for the consummation
      of
      a Change in Control of the Company, the Administrator shall cause written notice
      of such proposed Change in Control transaction to be given to Participants
      not
      less than fifteen (15) days prior to the anticipated effective date of the
      proposed Change in Control transaction; provided,
      however,
      that
      any delay in giving or any failure to give such notice shall not affect the
      validity of nor shall it entitle any Participant to obtain a delay or
      postponement in the consummation of the Change in Control
      transaction.

     

    
      
        
        

      

      
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    ARTICLE
      9.

     

    AMENDMENT
      AND TERMINATION OF THE PLAN

     

    9.1    Amendments.
      The
      Board may from time to time alter, amend, suspend or terminate the Plan in
      such
      respects as the Board may deem advisable. No such alteration, amendment,
      suspension or termination shall be made which shall substantially affect or
      impair the rights of any Participant under an outstanding Option Agreement
      or
      Stock Purchase Agreement without such Participant’s consent. The Board may alter
      or amend the Plan to comply with requirements under the Code relating to
      Incentive Options or other types of options which give Optionees more favorable
      tax treatment than that applicable to Options granted under this Plan as of
      the
      date of its adoption. Upon any such alteration or amendment, any outstanding
      Option granted hereunder may, if the Administrator so determines and if
      permitted by applicable law, be subject to the more favorable tax treatment
      afforded to an Optionee pursuant to such terms and conditions.

     

    9.2    Plan
      Termination.
      Unless
      the Plan shall theretofore have been terminated, the Plan shall terminate on
      the
      tenth (10th) anniversary of the Effective Date and no Options or Restricted
      Stock may be granted under the Plan thereafter, but Option Agreements and Stock
      Purchase Agreements then outstanding shall continue in full force and effect
      in
      accordance with their respective terms.

     

    ARTICLE
      10.

     

    TAX
      WITHHOLDING

     

    10.1    Withholding.
      The
      Company shall have the power to withhold, or require a Participant to remit
      to
      the Company, an amount sufficient to satisfy any applicable Federal, state,
      and
      local tax withholding requirements with respect to any Options exercised or
      Restricted Stock issued under the Plan. To the extent permissible under
      applicable tax, securities and other laws, the Administrator may, in its sole
      discretion and upon such terms and conditions as it may deem appropriate, permit
      a Participant to satisfy his or her obligation to pay any such tax, in whole
      or
      in part, up to an amount determined on the basis of the highest marginal tax
      rate applicable to such Participant, by (a) directing the Company to apply
      shares of Common Stock to which the Participant is entitled as a result of
      the
      exercise of an Option or as a result of the purchase of or lapse of restrictions
      on Restricted Stock or (b) delivering to the Company shares of Common Stock
      owned by the Participant. The shares of Common Stock so applied or delivered
      in
      satisfaction of the Participant’s tax withholding obligation shall be valued at
      their Fair Market Value as of the date of measurement of the amount of income
      subject to withholding.

     

    ARTICLE
      11.

     

    MISCELLANEOUS

     

    11.1    Benefits
      Not Alienable.
      Except
      as otherwise provided above in this Plan, benefits under the Plan may not be
      assigned or alienated, whether voluntarily or involuntarily. Any unauthorized
      attempt at assignment, transfer, pledge or other disposition shall be without
      effect.

     

    11.2    No
      Enlargement of Employee Rights.
      This
      Plan is strictly a voluntary undertaking on the part of the Company and shall
      not be deemed to constitute a contract between the Company and any Participant
      or to be consideration for, or an inducement to, or a condition of, the
      employment of any Participant. Nothing contained in the Plan shall be deemed
      to
      give to any Participant a right to be retained as an employee of the Company
      or
      any Affiliated Company or to interfere with the right of the Company or any
      Affiliated Company to discharge any Participant at any time.

     

    
      
        
        

      

      
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    11.3    Application
      of Funds.
      The
      proceeds received by the Company from the sale of Common Stock pursuant to
      Option Agreements and Stock Purchase Agreements, except as may otherwise be
      provided herein, will be used for general corporate purposes.

     

    11.4    Annual
      Reports.
      While
      any Option remains outstanding, the Company will furnish to each Participant
      that is the holder of an Option, or any permitted assignee thereof, who does
      not
      otherwise receive such materials, copies of all reports, proxy statements and
      other communications that the Company distributes generally to its
      stockholders.

     

    
      
        
        

      

      11