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Exhibit 10.2    
    






 

Spy Optic, Inc.

2004 Stock Incentive Plan

(Adopted by the Board on November            , 2004)  







 






 
 
 

Table of Contents    
    



	 
	 
	 	 
	 	Page

	SECTION 1. ESTABLISHMENT AND PURPOSE	 	1
	

SECTION 2. DEFINITIONS	
 	

1
	 	(a)	 	"Affiliate"	 	1
	 	(b)	 	"Award"	 	1
	 	(c)	 	"Board of Directors"	 	1
	 	(d)	 	"Change in Control"	 	1
	 	(e)	 	"Code"	 	2
	 	(f)	 	"Committee"	 	2
	 	(g)	 	"Company"	 	2
	 	(h)	 	"Consultant"	 	2
	 	(i)	 	"Employee"	 	2
	 	(j)	 	"Exchange Act"	 	2
	 	(k)	 	"Exercise Price"	 	2
	 	(l)	 	"Fair Market Value"	 	2
	 	(m)	 	"ISO"	 	3
	 	(n)	 	"Nonstatutory Option" or "NSO"	 	3
	 	(o)	 	"Offeree"	 	3
	 	(p)	 	"Option"	 	3
	 	(q)	 	"Optionee"	 	3
	 	(r)	 	"Outside Director"	 	3
	 	(s)	 	"Parent"	 	3
	 	(t)	 	"Participant"	 	3
	 	(u)	 	"Plan"	 	3
	 	(v)	 	"Purchase Price"	 	3
	 	(w)	 	"Restricted Share"	 	3
	 	(x)	 	"Restricted Share Agreement"	 	3
	 	(y)	 	"SAR"	 	3
	 	(z)	 	"SAR Agreement"	 	3
	 	(aa)	 	"Service"	 	3
	 	(bb)	 	"Share"	 	3
	 	(cc)	 	"Stock"	 	3
	 	(dd)	 	"Stock Option Agreement"	 	4
	 	(ee)	 	"Stock Unit"	 	4
	 	(ff)	 	"Stock Unit Agreement"	 	4
	 	(gg)	 	"Subsidiary"	 	4
	 	(hh)	 	"Total and Permanent Disability"	 	4
	

SECTION 3. ADMINISTRATION	
 	

4
	 	(a)	 	Committee Composition	 	4
	 	(b)	 	Committee for Non-Officer Grants	 	4
	 	(c)	 	Committee Procedures	 	4
	 	(d)	 	Committee Responsibilities	 	4
	

SECTION 4. ELIGIBILITY	
 	

5
	 	(a)	 	General Rule	 	5
	 	(b)	 	Automatic Grants to Outside Directors	 	6
	 	(c)	 	Ten-Percent Stockholders	 	6
	 	(d)	 	Attribution Rules	 	6
	 	 	 	 	 	 





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	 	(e)	 	Outstanding Stock	 	6
	

SECTION 5. STOCK SUBJECT TO PLAN	
 	

7
	 	(a)	 	Basic Limitation	 	7
	 	(b)	 	Option/SAR Limitation	 	7
	 	(c)	 	Additional Shares	 	7
	

SECTION 6. RESTRICTED SHARES	
 	

7
	 	(a)	 	Restricted Stock Agreement	 	7
	 	(b)	 	Payment for Awards	 	7
	 	(c)	 	Vesting	 	7
	 	(d)	 	Voting and Dividend Rights	 	7
	 	(e)	 	Restrictions on Transfer of Shares	 	8
	

SECTION 7. TERMS AND CONDITIONS OF OPTIONS	
 	

8
	 	(a)	 	Stock Option Agreement	 	8
	 	(b)	 	Number of Shares	 	8
	 	(c)	 	Exercise Price	 	8
	 	(d)	 	Withholding Taxes	 	8
	 	(e)	 	Exercisability and Term	 	8
	 	(f)	 	Exercise of Options Upon Termination of Service	 	8
	 	(g)	 	Effect of Change in Control	 	9
	 	(h)	 	Leaves of Absence	 	9
	 	(i)	 	No Rights as a Stockholder	 	9
	 	(j)	 	Modification, Extension and Renewal of Options	 	9
	 	(k)	 	Restrictions on Transfer of Shares	 	9
	 	(l)	 	Buyout Provisions	 	9
	

SECTION 8. PAYMENT FOR SHARES	
 	

9
	 	(a)	 	General Rule	 	9
	 	(b)	 	Surrender of Stock	 	9
	 	(c)	 	Services Rendered	 	9
	 	(d)	 	Cashless Exercise	 	10
	 	(e)	 	Exercise/Pledge	 	10
	 	(f)	 	Promissory Note	 	10
	 	(g)	 	Other Forms of Payment	 	10
	 	(h)	 	Limitations under Applicable Law	 	10
	

SECTION 9. STOCK APPRECIATION RIGHTS	
 	

10
	 	(a)	 	SAR Agreement	 	10
	 	(b)	 	Number of Shares	 	10
	 	(c)	 	Exercise Price	 	10
	 	(d)	 	Exercisability and Term	 	10
	 	(e)	 	Effect of Change in Control	 	10
	 	(f)	 	Exercise of SARs	 	11
	 	(g)	 	Modification or Assumption of SARs	 	11
	

SECTION 10. STOCK UNITS	
 	

11
	 	(a)	 	Stock Unit Agreement	 	11
	 	(b)	 	Payment for Awards	 	11
	 	(c)	 	Vesting Conditions	 	11
	 	(d)	 	Voting and Dividend Rights	 	11
	 	(e)	 	Form and Time of Settlement of Stock Units	 	11
	 	 	 	 	 	 



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	 	(f)	 	Death of Recipient	 	12
	 	(g)	 	Creditors' Rights	 	12
	

SECTION 11. ADJUSTMENT OF SHARES	
 	

12
	 	(a)	 	Adjustments	 	12
	 	(b)	 	Dissolution or Liquidation	 	12
	 	(c)	 	Reorganizations	 	12
	 	(d)	 	Reservation of Rights	 	13
	

SECTION 12. DEFERRAL OF AWARDS	
 	

13
	

SECTION 13. AWARDS UNDER OTHER PLANS	
 	

13
	

SECTION 14. PAYMENT OF DIRECTOR'S FEES IN SECURITIES	
 	

13
	 	(a)	 	Effective Date	 	13
	 	(b)	 	Elections to Receive NSOs, Restricted Shares or Stock Units	 	13
	 	(c)	 	Number and Terms of NSOs, Restricted Shares or Stock Units	 	14
	

SECTION 15. LEGAL AND REGULATORY REQUIREMENTS	
 	

14
	

SECTION 16. WITHHOLDING TAXES	
 	

14
	 	(a)	 	General	 	14
	 	(b)	 	Share Withholding	 	14
	

SECTION 17. TRANSFERABILITY	
 	

14
	

SECTION 18. NO EMPLOYMENT RIGHTS	
 	

14
	

SECTION 19. DURATION AND AMENDMENTS	
 	

14
	 	(a)	 	Term of the Plan	 	14
	 	(b)	 	Right to Amend or Terminate the Plan	 	15
	 	(c)	 	Effect of Award or Termination	 	15
	

SECTION 20. EXECUTION	
 	

16




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Spy Optic, Inc.    
    
    2004 Stock Incentive Plan    
    


 
 

SECTION 1. ESTABLISHMENT AND PURPOSE.    
    



        The Plan was adopted by the Board of Directors on November    , 2004, effective as of the date of the initial offering of Stock to the public pursuant
to a registration statement filed by the Company with the Securities and Exchange Commission (the "Effective Date"). The purpose of the Plan is to promote the long-term success of the
Company and the creation of stockholder value by (a) encouraging Employees, Outside Directors and Consultants to focus on critical long-range objectives, (b) encouraging the
attraction and retention of Employees, Outside Directors and Consultants with exceptional qualifications and (c) linking Employees, Outside Directors and Consultants directly to stockholder
interests through increased stock ownership. The Plan seeks to achieve this purpose by providing for Awards in the form of restricted shares, stock units, options (which may constitute incentive stock
options or nonstatutory stock options) or stock appreciation rights. 


SECTION 2. DEFINITIONS.  


        (a)   "Affiliate" shall mean any entity other than a Subsidiary, if the Company and/or one of more Subsidiaries own not less
than 50% of such entity. 


        (b)   "Award" shall mean any award of an Option, a SAR, a Restricted Share or a Stock Unit under the Plan. 


        (c)   "Board of Directors" shall mean the Board of Directors of the Company, as constituted from time to time. 


        (d)   "Change in Control" shall mean the occurrence of any of the following events: 



        (i)    A
change in the composition of the Board of Directors occurs, as a result of which fewer than one-half of the incumbent directors are directors who either: 



        (A)  Had
been directors of the Company on the "look-back date" (as defined below) (the "original directors"); or 


        (B)  Were
elected, or nominated for election, to the Board of Directors with the affirmative votes of at least a majority of the aggregate of the original directors who were
still in office at the time of the election or nomination and the directors whose election or nomination was previously so approved (the "continuing directors"); or 




        (ii)   Any
"person" (as defined below) who by the acquisition or aggregation of securities, is or becomes the "beneficial owner" (as defined in Rule 13d-3
under the Exchange Act), directly or indirectly, of securities of the Company representing 50% or more of the combined voting power of the Company's then outstanding securities ordinarily (and apart
from rights accruing under special circumstances) having the right to vote at elections of directors (the "Base Capital Stock"); except that any change in the relative beneficial ownership of the
Company's securities by any person resulting solely from a reduction in the aggregate number of outstanding shares of Base Capital Stock, and any decrease thereafter in such person's ownership of
securities, shall be disregarded until such person increases in any manner, directly or indirectly, such person's beneficial ownership of any securities of the Company; or 


        (iii)  The
consummation of a merger or consolidation of the Company with or into another entity or any other corporate reorganization, if persons who were not stockholders of
the Company 



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immediately
prior to such merger, consolidation or other reorganization own immediately after such merger, consolidation or other reorganization 50% or more of the voting power of the outstanding
securities of each of (A) the continuing or surviving entity and (B) any direct or indirect parent corporation of such continuing or surviving entity; or 


        (iv)  The
sale, transfer or other disposition of all or substantially all of the Company's assets. 




        For
purposes of subsection (d)(i) above, the term "look-back" date shall mean the later of (1) the Effective Date, or (2) the date 24 months prior to the
date of the event that may constitute a Change in Control. 


        For
purposes of subsection (d)(ii) above, the term "person" shall have the same meaning as when used in Sections 13(d) and 14(d) of the Exchange Act but shall exclude (1) a
trustee or other fiduciary holding securities under an employee benefit plan maintained by the Company or a Parent or Subsidiary and (2) a corporation owned directly or indirectly by the
stockholders of the Company in substantially the same proportions as their ownership of the Stock. 


        Any
other provision of this Section 2(d) notwithstanding, a transaction shall not constitute a Change in Control if its sole purpose is to change the state of the Company's
incorporation or to create a holding company that will be owned in substantially the same proportions by the persons who held the Company's securities immediately before such transaction, and a Change
in Control shall not be deemed to occur if the Company files a registration statement with the Securities and Exchange Commission for the initial offering of Stock to the public. 



        (e)   "Code" shall mean the Internal Revenue Code of 1986, as amended. 


        (f)    "Committee" shall mean the Compensation Committee as designated by the Board of Directors, which is authorized to
administer the Plan, as described in Section 3 hereof. 


        (g)   "Company" shall mean Spy Optic, Inc., a Delaware corporation. 



        (h)   "Consultant" shall mean a consultant or advisor who provides bona fide services to the Company, a Parent, a Subsidiary or
an Affiliate as an independent contractor or a member of the board of directors of a Parent or a Subsidiary who is not an Employee. Service as a Consultant shall be considered Service for all purposes
of the Plan. 


        (i)    "Employee" shall mean any individual who is a common-law employee of the Company, a Parent or a Subsidiary. 



        (j)    "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended. 


        (k)   "Exercise Price" shall mean, in the case of an Option, the amount for which one Common Share may be purchased upon
exercise of such Option, as specified in the applicable Stock Option Agreement. "Exercise Price," in the case of a SAR, shall mean an amount, as specified in the applicable SAR Agreement, which is
subtracted from the Fair Market Value of one Common Share in determining the amount payable upon exercise of such SAR. 



        (l)    "Fair Market Value" with respect to a Share, shall mean the market price of one Share of Stock, determined by the
Committee as follows: 



        (i)    If
the Stock was traded over-the-counter on the date in question but was not traded on The Nasdaq Stock Market, then the Fair Market Value shall
be equal to the last transaction price quoted for such date by the OTC Bulletin Board or, if not so quoted, shall be equal to the mean between the last reported representative bid and asked prices
quoted for such date by the principal automated inter-dealer quotation system on which the Stock is quoted or, if the Stock is not quoted on any such system, by the Pink Sheets LLC; 



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        (ii)   If
the Stock was traded on The Nasdaq Stock Market, then the Fair Market Value shall be equal to the last reported sale price quoted for such date by The Nasdaq Stock
Market; 


        (iii)  If
the Stock was traded on a United States stock exchange on the date in question, then the Fair Market Value shall be equal to the closing price reported for such
date by the applicable composite-transactions report; and 


        (iv)  If
none of the foregoing provisions is applicable, then the Fair Market Value shall be determined by the Committee in good faith on such basis as it deems appropriate. 




In
all cases, the determination of Fair Market Value by the Committee shall be conclusive and binding on all persons. 



        (m)  "ISO" shall mean an employee incentive stock option described in Section 422 of the Code. 


        (n)   "Nonstatutory Option" or
"NSO" shall mean an employee stock option that is not an ISO. 


        (o)   "Offeree" shall mean an individual to whom the Committee has offered the right to acquire Shares under the Plan (other
than upon exercise of an Option). 


        (p)   "Option" shall mean an ISO or Nonstatutory Option granted under the Plan and entitling the holder to purchase Shares. 


        (q)   "Optionee" shall mean an individual or estate who holds an Option or SAR. 


        (r)   "Outside Director" shall mean a member of the Board of Directors who is not a common-law employee of, or paid
consultant to, the Company or a Subsidiary. Service as an Outside Director shall be considered Service for all purposes of the Plan, except as provided in Section 4(a). 



        (s)   "Parent" shall mean any corporation (other than the Company) in an unbroken chain of corporations ending with the
Company, if each of the corporations other than the Company owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.
A corporation that attains the status of a Parent on a date after the adoption of the Plan shall be a Parent commencing as of such date. 


        (t)    "Participant" shall mean an individual or estate who holds an Award. 



        (u)   "Plan" shall mean this 2004 Stock Incentive Plan of Spy Optic, Inc., as amended from time to time. 


        (v)   "Purchase Price" shall mean the consideration for which one Share may be acquired under the Plan (other than upon
exercise of an Option), as specified by the Committee. 


        (w)  "Restricted Share" shall mean a Share awarded under the Plan. 



        (x)   "Restricted Share Agreement" shall mean the agreement between the Company and the recipient of a Restricted Share which
contains the terms, conditions and restrictions pertaining to such Restricted Shares. 


        (y)   "SAR" shall mean a stock appreciation right granted under the Plan. 


        (z)   "SAR Agreement" shall mean the agreement between the Company and an Optionee which contains the terms, conditions and
restrictions pertaining to his or her SAR. 


        (aa) "Service" shall mean service as an Employee, Consultant or Outside Director. 


        (bb) "Share" shall mean one share of Stock, as adjusted in accordance with Section 3(a) (if applicable). 


        (cc) "Stock" shall mean the Common Stock of the Company. 


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        (dd) "Stock Option Agreement" shall mean the agreement between the Company and an Optionee that contains the terms,
conditions and restrictions pertaining to his Option. 


        (ee) "Stock Unit" shall mean a bookkeeping entry representing the equivalent of one Share, as awarded under the Plan. 


        (ff)  "Stock Unit Agreement" shall mean the agreement between the Company and the recipient of a Stock Unit which contains the
terms, conditions and restrictions pertaining to such Stock Unit. 


        (gg) "Subsidiary" shall mean any corporation, if the Company and/or one or more other Subsidiaries own not less than 50% of
the total combined voting power of all classes of outstanding stock of such corporation. A corporation that attains the status of a Subsidiary on a date after the adoption of the Plan shall be
considered a Subsidiary commencing as of such date. 


        (hh) "Total and Permanent Disability" shall mean that the Optionee is unable to engage in any substantial gainful activity by
reason of any medically determinable physical or mental impairment that can be expected to result in death or that has lasted, or can be expected to last, for a continuous period of not less than
12 months. 


 
 

SECTION 3. ADMINISTRATION.    
    


        (a)    Committee Composition.    The Plan shall be administered by the Committee. The Committee shall consist of two
or more directors of the Company, who shall be appointed by the Board. In addition, the composition of the Committee shall satisfy (i) such requirements as the Securities and Exchange
Commission may establish for administrators acting under plans intended to qualify for exemption under Rule 16b-3 (or its successor) under the Exchange Act; and (ii) such
requirements as the Internal Revenue Service may establish for outside directors acting under plans intended to qualify for exemption under Section 162(m)(4)(C) of the Code. 


        (b)    Committee for Non-Officer Grants.    The Board may also appoint one or more separate committees of
the Board, each composed of one or more directors of the Company who need not satisfy the requirements of Section 3(a), who may administer the Plan with respect to Employees who are not
considered officers or directors of the Company under Section 16 of the Exchange Act, may grant Awards under the Plan to such Employees and may determine all terms of such grants. Within the
limitations of the preceding sentence, any reference in the Plan to the Committee shall include such committee or committees appointed pursuant to the preceding sentence. The Board of Directors may
also authorize one or more officers of the Company to designate Employees, other than officers under Section 16 of the Exchange Act, to receive Awards and/or to determine the number of such
Awards to be received by such persons; provided, however, that the Board of Directors shall specify the total number of Awards that such officers may so award. 



        (c)    Committee Procedures.    The Board of Directors shall designate one of the members of the Committee as
chairman. The Committee may hold meetings at such times and places as it shall determine. The acts of a majority of the Committee members present at meetings at which a quorum exists, or acts reduced
to or approved in writing by all Committee members, shall be valid acts of the Committee. 


        (d)    Committee Responsibilities.    Subject to the provisions of the Plan, the Committee shall have full authority
and discretion to take the following actions: 



        (i)    To
interpret the Plan and to apply its provisions; 


        (ii)   To
adopt, amend or rescind rules, procedures and forms relating to the Plan; 


        (iii)  To
authorize any person to execute, on behalf of the Company, any instrument required to carry out the purposes of the Plan; 



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        (iv)  To
determine when Shares are to be awarded or offered for sale and when Options are to be granted under the Plan; 


        (v)   To
select the Offerees and Optionees; 


        (vi)  To
determine the number of Shares to be offered to each Offeree or to be made subject to each Option; 


        (vii) To
prescribe the terms and conditions of each award or sale of Shares, including (without limitation) the Purchase Price, the vesting of the award (including
accelerating the vesting of awards, either at the time of the award or sale or thereafter, without the consent of the Offeree or Optionee) and to specify the provisions of the Restricted Stock
Agreement relating to such award or sale; 


        (viii) To
prescribe the terms and conditions of each Option, including (without limitation) the Exercise Price, the vesting or duration of the Option (including accelerating
the vesting of the Option), to determine whether such Option is to be classified as an ISO or as a Nonstatutory Option, and to specify the provisions of the Stock Option Agreement relating to such
Option; 


        (ix)  To
amend any outstanding Restricted Stock Agreement or Stock Option Agreement, subject to applicable legal restrictions and to the consent of the Offeree or Optionee
who entered into such agreement if the Offeree's or Optionee's rights or obligations would be adversely affected; 


        (x)   To
prescribe the consideration for the grant of each Option or other right under the Plan and to determine the sufficiency of such consideration; 


        (xi)  To
determine the disposition of each Option or other right under the Plan in the event of an Optionee's or Offeree's divorce or dissolution of marriage; 



        (xii) To
determine whether Options or other rights under the Plan will be granted in replacement of other grants under an incentive or other compensation plan of an acquired
business; 


        (xiii) To
correct any defect, supply any omission, or reconcile any inconsistency in the Plan, any Stock Option Agreement or any Restricted Stock Agreement; and 


        (xiv) To
take any other actions deemed necessary or advisable for the administration of the Plan. 




Subject
to the requirements of applicable law, the Committee may designate persons other than members of the Committee to carry out its responsibilities and may prescribe such conditions and
limitations as it may deem appropriate, except that the Committee may not delegate its authority with regard to the selection for participation of or the granting of Options or other rights under the
Plan to persons subject to Section 16 of the Exchange Act. All decisions, interpretations and other actions of the Committee shall be final and binding on all Offerees, all Optionees, and all
persons deriving their rights from an Offeree or Optionee. No member of the Committee shall be liable for any action that he has taken or has failed to take in good faith with respect to the Plan, any
Option, or any right to acquire Shares under the Plan. 


 
 

SECTION 4. ELIGIBILITY.    
    



        (a)    General Rule.    Only Employees shall be eligible for the grant of ISOs. Only Employees, Consultants and
Outside Directors shall be eligible for the grant of Restricted Shares, Stock Units, Nonstatutory Options or SARs. 


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        (b)    Automatic Grants to Outside Directors.    



        (i)    Each
Outside Director who first joins the Board of Directors on or after the Effective Date, and who was not previously an Employee, shall receive a Nonstatutory Option,
subject to approval of the Plan by the Company's stockholders, to purchase 10,000 Shares (subject to adjustment under Section 11) on the date of his or her election to the Board of
Directors. One-third of the Shares subject to each Option granted under this Section 4(b)(i) shall vest and become exercisable on the first anniversary of the date of grant. The
balance of the Shares subject to such Option (i.e., the remaining two-thirds) shall vest and become exercisable monthly over a
two-year period beginning on the day which is one month after the first anniversary of the date of grant, at a monthly rate of 2.778% of the total number of Shares subject to such Options.
Notwithstanding the foregoing, each such Option shall become vested in full if a Change in Control occurs with respect to the Company during the Optionee's Service. 


        (ii)   On
the first business day following the conclusion of each regular annual meeting of the Company's stockholders, commencing with the annual meeting occurring after the
adoption of the Plan, each Outside Director who was not elected to the Board for the first time at such meeting and who will continue serving as a member of the Board of Directors thereafter shall
receive an Option to purchase 5,000 Shares (subject to adjustment under Section 11), provided that such Outside Director has served on the Board of Directors for at least six months. Each
Option granted under the preceding sentence of this Section 4(b)(ii) shall fully vest and become exercisable on the first anniversary of the date of grant; provided, however, that each such
Option shall become exercisable in full immediately prior to the next regular annual meeting of the Company's stockholders following such date of grant in the event such meeting occurs prior to such
first anniversary date. Notwithstanding the foregoing, each Option granted under this Section 4(b)(ii) shall become vested in full if a Change in Control occurs with respect to the Company
during the Optionee's Service. 


        (iii)  The
Exercise Price of all Nonstatutory Options granted to an Outside Director under this 0 shall be equal to 100% of the Fair Market Value of a Share on the date of
grant, payable in one of the forms described in Section 8(a), (b) or (d). 



        (iv)  All
Nonstatutory Options granted to an Outside Director under this Section 4(b) shall terminate on the earlier of (A) the day before the tenth anniversary
of the date of grant of such Options or (B) the date twelve months after the termination of such Outside Director's Service for any reason; provided,
however, that any such Options that are not vested upon the termination of the Outside Director's Service for any reason shall terminate immediately and may not be exercised. 




        (c)    Ten-Percent Stockholders.    An Employee who owns more than 10% of the total combined voting power
of all classes of outstanding stock of the Company, a Parent or Subsidiary shall not be eligible for the grant of an ISO unless such grant satisfies the requirements of Section 422(c)(5) of the
Code. 


        (d)    Attribution Rules.    For purposes of Section 4(c) above, in determining stock ownership, an Employee
shall be deemed to own the stock owned, directly or indirectly, by or for such Employee's brothers, sisters, spouse, ancestors and lineal descendants. Stock owned, directly or indirectly, by or for a
corporation, partnership, estate or trust shall be deemed to be owned proportionately by or for its stockholders, partners or beneficiaries. 



        (e)    Outstanding Stock.    For purposes of Section 4(c) above, "outstanding stock" shall include all stock
actually issued and outstanding immediately after the grant. "Outstanding stock" shall not include shares authorized for issuance under outstanding options held by the Employee or by any other person. 


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SECTION 5. STOCK SUBJECT TO PLAN.    
    


        (a)    Basic Limitation.    Shares offered under the Plan shall be authorized but unissued Shares or treasury Shares.
The maximum aggregate number of Options, SARs, Stock Units and Restricted Shares awarded under the Plan shall not exceed 825,000 Shares, plus an annual increase on the first day of each fiscal year
during the term of the Plan, with the first such increase occurring on January 1, 2005, in each case in an amount equal to the lesser of (i) 700,000 Shares, (ii) 10% of the
outstanding Shares on the last day of the immediately preceding year, or (iii) an amount determined by the Board. The limitations of this Section 5(a) shall be subject to adjustment
pursuant to Section 11. The number of Shares that are subject to Options or other rights outstanding at any time under the Plan shall not exceed the number of Shares which then remain available
for issuance under the Plan. The Company, during the term of the Plan, shall at all times reserve and keep available sufficient Shares to satisfy the requirements of the Plan. 


        (b)    Option/SAR Limitation.    Subject to the provisions of Section 11, no Participant may receive Options or
SARs under the Plan in any calendar year that relate to more than 250,000 Shares. 



        (c)    Additional Shares.    If Restricted Shares or Shares issued upon the exercise of Options are forfeited, then
such Shares shall again become available for Awards under the Plan. If Stock Units, Options or SARs are forfeited or terminate for any other reason before being exercised, then the corresponding
Shares shall again become available for Awards under the Plan. If Stock Units are settled, then only the number of Shares (if any) actually issued in settlement of such Stock Units shall reduce the
number available under Section 5(a) and the balance shall again become available for Awards under the Plan. If SARs are exercised, then only the number of Shares (if any) actually issued in
settlement of such SARs shall reduce the number available in Section 5(a) and the balance shall again become available for Awards under the Plan. 


 
 

SECTION 6. RESTRICTED SHARES.    
    


        (a)    Restricted Stock Agreement.    Each grant of Restricted Shares under the Plan shall be evidenced by a
Restricted Stock Agreement between the recipient and the Company. Such Restricted Shares shall be subject to all applicable terms of the Plan and may be subject to any other terms that are not
inconsistent with the Plan. The provisions of the various Restricted Stock Agreements entered into under the Plan need not be identical. 


        (b)    Payment for Awards.    Subject to the following sentence, Restricted Shares may be sold or awarded under the
Plan for such consideration as the Committee may determine, including (without limitation) cash, cash equivalents, full-recourse promissory notes, past services and future services. To the
extent that an Award consists of newly issued Restricted Shares, the Award recipient shall furnish consideration with a value not less than the par value of such Restricted Shares in the form of cash,
cash equivalents, or past services rendered to the Company (or a Parent or Subsidiary), as the Committee may determine. 


        (c)    Vesting.    Each Award of Restricted Shares may or may not be subject to vesting. Vesting shall occur, in full
or in installments, upon satisfaction of the conditions specified in the Restricted Stock Agreement. A Restricted Stock Agreement may provide for accelerated vesting in the event of the Participant's
death, disability or retirement or other events. The Committee may determine, at the time of granting Restricted Shares of thereafter, that all or part of such Restricted Shares shall become vested in
the event that a Change in Control occurs with respect to the Company. 


        (d)    Voting and Dividend Rights.    The holders of Restricted Shares awarded under the Plan shall have the same
voting, dividend and other rights as the Company's other stockholders. A Restricted Stock Agreement, however, may require that the holders of Restricted Shares invest any cash dividends 


7







 



received
in additional Restricted Shares. Such additional Restricted Shares shall be subject to the same conditions and restrictions as the Award with respect to which the dividends were paid. 


        (e)    Restrictions on Transfer of Shares.    Restricted Shares shall be subject to such rights of repurchase, rights
of first refusal or other restrictions as the Committee may determine. Such restrictions shall be set forth in the applicable Restricted Stock Agreement and shall apply in addition to any general
restrictions that may apply to all holders of Shares. 


 
 

SECTION 7. TERMS AND CONDITIONS OF OPTIONS.    
    


        (a)    Stock Option Agreement.    Each grant of an Option under the Plan shall be evidenced by a Stock Option
Agreement between the Optionee and the Company. Such Option shall be subject to all applicable terms and conditions of the Plan and may be subject to any other terms and conditions which are not
inconsistent with the Plan and which the Committee deems appropriate for inclusion in a Stock Option Agreement. The Stock Option Agreement shall specify whether the Option is an ISO or an NSO. The
provisions of the various Stock Option Agreements entered into under the Plan need not be identical. Options may be granted in consideration of a reduction in the Optionee's other compensation. 


        (b)    Number of Shares.    Each Stock Option Agreement shall specify the number of Shares that are subject to the
Option and shall provide for the adjustment of such number in accordance with Section 11. 



        (c)    Exercise Price.    Each Stock Option Agreement shall specify the Exercise Price. The Exercise Price of an ISO
shall not be less than 100% of the Fair Market Value of a Share on the date of grant, except as otherwise provided in Section 4(c), and the Exercise Price of an NSO shall not be less 85% of the
Fair Market Value of a Share on the date of grant. Notwithstanding the foregoing, a Stock Option Agreement may specify that the exercise price of an NSO may vary in accordance with a predetermined
formula. Subject to the foregoing in this 0, the Exercise Price under any Option shall be determined by the Committee at its sole discretion. The Exercise Price shall be payable in one of the forms
described in Section 8. 


        (d)    Withholding Taxes.    As a condition to the exercise of an Option, the Optionee shall make such arrangements as
the Committee may require for the satisfaction of any federal, state, local or foreign withholding tax obligations that may arise in connection with such exercise. The Optionee shall also make such
arrangements as the Committee may require for the satisfaction of any federal, state, local or foreign withholding tax obligations that may arise in connection with the disposition of Shares acquired
by exercising an Option. 


        (e)    Exercisability and Term.    Each Stock Option Agreement shall specify the date when all or any installment of
the Option is to become exercisable. The Stock Option Agreement shall also specify the term of the Option; provided that the term of an ISO shall in no event exceed 10 years from the date of
grant (five years for Employees described in Section 4(c)). A Stock Option Agreement may provide for accelerated exercisability in the event of the Optionee's death, disability, or retirement
or other events and may provide for expiration prior to the end of its term in the event of the termination of the Optionee's Service. Options may be awarded in combination with SARs, and such an
Award may provide that the Options will not be exercisable unless the related SARs are forfeited. Subject to the foregoing in this Section 7(e), the Committee at its sole discretion shall
determine when all or any installment of an Option is to become exercisable and when an Option is to expire. 


        (f)    Exercise of Options Upon Termination of Service.    Each Stock Option Agreement shall set forth the extent to
which the Optionee shall have the right to exercise the Option following termination of the Optionee's Service with the Company and its Subsidiaries, and the right to exercise the Option of any
executors or administrators of the Optionee's estate or any person who has acquired such Option(s) directly from the Optionee by bequest or inheritance. Such provisions shall be determined in the sole
discretion of the Committee, need not be uniform among all Options issued pursuant to the Plan, and may reflect distinctions based on the reasons for termination of Service. 


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        (g)    Effect of Change in Control.    The Committee may determine, at the time of granting an Option or thereafter,

that such Option shall become exercisable as to all or part of the Shares subject to such Option in the event that a Change in Control occurs with respect to the Company. 


        (h)    Leaves of Absence.    An Employee's Service shall cease when such Employee ceases to be actively employed by,
or a Consultant to, the Company (or any subsidiary) as determined in the sole discretion of the Board of Directors. For purposes of Options, Service does not terminate when an Employee goes on a bona
fide leave of absence, that was approved by the Company in writing, if the terms of the leave provide for continued service crediting, or when continued service crediting is required by applicable
law. However, for purposes of determining whether an Option is entitled to ISO status, an Employee's Service will be treated as terminating 90 days after such Employee went on leave, unless
such Employee's right to return to active work is guaranteed by law or by a contract. Service terminates in any event when the approved leave ends, unless such Employee immediately returns to active
work. The Company determines which leaves count toward Service, and when Service terminates for all purposes under the Plan. 


        (i)    No Rights as a Stockholder.    An Optionee, or a transferee of an Optionee, shall have no rights as a
stockholder with respect to any Shares covered by his Option until the date of the issuance of a stock certificate for such Shares. No adjustments shall be made, except as provided in
Section 11. 


        (j)    Modification, Extension and Renewal of Options.    Within the limitations of the Plan, the Committee may
modify, extend or renew outstanding options or may accept the cancellation of outstanding options (to the extent not previously exercised), whether or not granted hereunder, in return for the grant of
new Options for the same or a different number of Shares and at the same or a different exercise price, or in return for the grant of the same or a different number of Shares. The foregoing
notwithstanding, no modification of an Option shall, without the consent of the Optionee, adversely affect his or her rights or obligations under such Option. 


        (k)    Restrictions on Transfer of Shares.    Any Shares issued upon exercise of an Option shall be subject to such
special forfeiture conditions, rights of repurchase, rights of first refusal and other transfer restrictions as the Committee may determine. Such restrictions shall be set forth in the applicable
Stock Option Agreement and shall apply in addition to any general restrictions that may apply to all holders of Shares. 



        (l)    Buyout Provisions.    The Committee may at any time (a) offer to buy out for a payment in cash or cash
equivalents an Option previously granted or (b) authorize an Optionee to elect to cash out an Option
previously granted, in either case at such time and based upon such terms and conditions as the Committee shall establish. 


 
 

SECTION 8. PAYMENT FOR SHARES.    
    



        (a)    General Rule.    The entire Exercise Price or Purchase Price of Shares issued under the Plan shall be payable
in lawful money of the United States of America at the time when such Shares are purchased, except as provided in Section 8(b) through Section 8(g) below. 


        (b)    Surrender of Stock.    To the extent that a Stock Option Agreement so provides, payment may be made all or in
part by surrendering, or attesting to the ownership of, Shares which have already been owned by the Optionee or his representative. Such Shares shall be valued at their Fair Market Value on the date
when the new Shares are purchased under the Plan. The Optionee shall not surrender, or attest to the ownership of, Shares in payment of the Exercise Price if such action would cause the Company to
recognize compensation expense (or additional compensation expense) with respect to the Option for financial reporting purposes. 


        (c)    Services Rendered.    At the discretion of the Committee, Shares may be awarded under the Plan in consideration
of services rendered to the Company or a Subsidiary prior to the award. If Shares 


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are
awarded without the payment of a Purchase Price in cash, the Committee shall make a determination (at the time of the award) of the value of the services rendered by the Offeree and the
sufficiency of the consideration to meet the requirements of Section 6(b). 


        (d)    Cashless Exercise.    To the extent that a Stock Option Agreement so provides, payment may be made all or in
part by delivery (on a form prescribed by the Committee) of an irrevocable direction to a securities broker to sell Shares and to deliver all or part of the sale proceeds to the Company in payment of
the aggregate Exercise Price. 


        (e)    Exercise/Pledge.    To the extent that a Stock Option Agreement so provides, payment may be made all or in part
by delivery (on a form prescribed by the Committee) of an irrevocable direction to a securities broker or lender to pledge Shares, as security for a loan, and to deliver all or part of the loan
proceeds to the Company in payment of the aggregate Exercise Price. 


        (f)    Promissory Note.    To the extent that a Stock Option Agreement or Restricted Stock Agreement so provides,
payment may be made all or in part by delivering (on a form prescribed by the Company) a full-recourse promissory note. However, the par value of the Common Shares being purchased under
the Plan, if newly issued, shall be paid in cash or cash equivalents. 


        (g)    Other Forms of Payment.    To the extent that a Stock Option Agreement or Restricted Stock Agreement so
provides, payment may be made in any other form that is consistent with applicable laws, regulations and rules. 


        (h)    Limitations under Applicable Law.    Notwithstanding anything herein or in a Stock Option Agreement or
Restricted Stock Agreement to the contrary, payment may not be made in any form that is unlawful, as determined by the Committee in its sole discretion. 


 
 

SECTION 9. STOCK APPRECIATION RIGHTS.    
    


        (a)    SAR Agreement.    Each grant of a SAR under the Plan shall be evidenced by a SAR Agreement between the Optionee
and the Company. Such SAR shall be subject to all applicable terms of the Plan and may be subject to any other terms that are not inconsistent with the Plan. The provisions of the various SAR
Agreements entered into under the Plan need not be identical. SARs may be granted in consideration of a reduction in the Optionee's other compensation. 


        (b)    Number of Shares.    Each SAR Agreement shall specify the number of Shares to which the SAR pertains and shall
provide for the adjustment of such number in accordance with Section 11. 


        (c)    Exercise Price.    Each SAR Agreement shall specify the Exercise Price. A SAR Agreement may specify an Exercise
Price that varies in accordance with a predetermined formula while the SAR is outstanding. 



        (d)    Exercisability and Term.    Each SAR Agreement shall specify the date when all or any installment of the SAR is
to become exercisable. The SAR Agreement shall also specify the term of the SAR. A SAR Agreement may provide for accelerated exercisability in the event of the Optionee's death, disability or
retirement or other events and may provide for expiration prior to the end of its term in the event of the termination of the Optionee's service. SARs may be awarded in combination with Options, and
such an Award may provide that the SARs will not be exercisable unless the related Options are
forfeited. A SAR may be included in an ISO only at the time of grant but may be included in an NSO at the time of grant or thereafter. A SAR granted under the Plan may provide that it will be
exercisable only in the event of a Change in Control. 


        (e)    Effect of Change in Control.    The Committee may determine, at the time of granting a SAR or thereafter, that
such SAR shall become fully exercisable as to all Common Shares subject to such SAR in the event that a Change in Control occurs with respect to the Company. 


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        (f)    Exercise of SARs.    Upon exercise of a SAR, the Optionee (or any person having the right to exercise the SAR
after his or her death) shall receive from the Company (a) Shares, (b) cash or (c) a combination of Shares and cash, as the Committee shall determine. The amount of cash and/or
the Fair Market Value of Shares received upon exercise of SARs shall, in the aggregate, be equal to the amount by which the Fair Market Value (on the date of surrender) of the Shares subject to the
SARs exceeds the Exercise Price. 


        (g)    Modification or Assumption of SARs.    Within the limitations of the Plan, the Committee may modify, extend or
assume outstanding SARs or may accept the cancellation of outstanding SARs (whether granted by the Company or by another issuer) in return for the grant of new SARs for the same or a different number
of shares and at the same or a different exercise price. The foregoing notwithstanding, no modification of a SAR shall, without the consent of the holder, may alter or impair his or her rights or
obligations under such SAR. 


 
 

SECTION 10. STOCK UNITS.    
    


        (a)    Stock Unit Agreement.    Each grant of Stock Units under the Plan shall be evidenced by a Stock Unit Agreement
between the recipient and the Company. Such Stock Units shall be subject to all applicable terms of the Plan and may be subject to any other terms that are not inconsistent with the Plan. The
provisions of the various Stock Unit Agreements entered into under the Plan need not be identical. Stock Units may be granted in consideration of a reduction in the recipient's other compensation. 



        (b)    Payment for Awards.    To the extent that an Award is granted in the form of Stock Units, no cash consideration
shall be required of the Award recipients. 


        (c)    Vesting Conditions.    Each Award of Stock Units may or may not be subject to vesting. Vesting shall occur, in
full or in installments, upon satisfaction of the conditions specified in the Stock Unit Agreement. A Stock Unit Agreement may provide for accelerated vesting in the event of the Participant's death,
disability or retirement or other events. The Committee may determine, at the time of granting Stock Units or thereafter, that all or part of such Stock Units shall become vested in the event that a
Change in Control occurs with respect to the Company. 


        (d)    Voting and Dividend Rights.    The holders of Stock Units shall have no voting rights. Prior to settlement or
forfeiture, any Stock Unit awarded under the Plan may, at the Committee's discretion, carry with it a right to dividend equivalents. Such right entitles the holder to be credited with an amount equal
to all cash dividends paid on one Share while the Stock Unit is outstanding. Dividend equivalents may be converted into additional Stock Units. Settlement of dividend equivalents may be made in the
form of cash, in the form of Shares, or in a combination of both. Prior to distribution, any dividend equivalents which are not paid shall be subject to the same conditions and restrictions (including
without limitation, any forfeiture conditions) as the Stock Units to which they attach. 


        (e)    Form and Time of Settlement of Stock Units.    Settlement of vested Stock Units may be made in the form of
(a) cash, (b) Shares or (c) any combination of both, as determined by the Committee. The actual number of Stock Units eligible for settlement may be larger or smaller than the
number included in the original Award, based on predetermined performance factors. Methods of converting Stock Units into cash may include (without limitation) a method based on the average Fair
Market Value of Shares over a series of trading days. Vested Stock Units may be settled in a lump sum or in installments. The distribution may occur or commence when all vesting conditions applicable
to the Stock Units have been satisfied or have lapsed, or it may be deferred to any later date. The amount of a deferred distribution may be increased by an interest factor or by dividend equivalents.
Until an Award of Stock Units is settled, the number of such Stock Units shall be subject to adjustment pursuant to Section 11. 


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        (f)    Death of Recipient.    Any Stock Units Award that becomes payable after the recipient's death shall be
distributed to the recipient's beneficiary or beneficiaries. Each recipient of a Stock Units Award under the Plan shall designate one or more beneficiaries for this purpose by filing the prescribed
form with the Company. A beneficiary designation may be changed by filing the prescribed form with the Company at any time before the Award recipient's death. If no beneficiary was designated or if no
designated beneficiary survives the Award recipient, then any Stock Units Award that becomes payable after the recipient's death shall be distributed to the recipient's estate. 



        (g)    Creditors' Rights.    A holder of Stock Units shall have no rights other than those of a general creditor of
the Company. Stock Units represent an unfunded and unsecured obligation of the Company, subject to the terms and conditions of the applicable Stock Unit Agreement. 


 
 

SECTION 11. ADJUSTMENT OF SHARES.    
    



        (a)    Adjustments.    In the event of a subdivision of the outstanding Stock, a declaration of a dividend payable in
Shares, a declaration of a dividend payable in a form other than Shares in an amount that has a material effect on the price of Shares, a combination or consolidation of the outstanding Stock (by
reclassification or otherwise) into a lesser number of Shares, a recapitalization, a spin-off or a similar occurrence, the Committee shall make such adjustments as it, in its sole
discretion, deems appropriate in one or more of: 



        (i)    The
number of Options, SARs, Restricted Shares and Stock Units available for future Awards under Section 5; 


        (ii)   The
limitations set forth in Section 5(a) and (b); 


        (iii)  The
number of NSOs to be granted to Outside Directors under Section 4(b); 


        (iv)  The
number of Shares covered by each outstanding Option and SAR; 


        (v)   The
Exercise Price under each outstanding Option and SAR; or 


        (vi)  The
number of Stock Units included in any prior Award which has not yet been settled. 




Except
as provided in this Section 11, a Participant shall have no rights by reason of any issue by the Company of stock of any class or securities convertible into stock of any class, any
subdivision or consolidation of shares of stock of any class, the payment of any stock dividend or any other increase or decrease in the number of shares of stock of any class. 


        (b)    Dissolution or Liquidation.    To the extent not previously exercised or settled, Options, SARs and Stock Units
shall terminate immediately prior to the dissolution or liquidation of the Company. 


        (c)    Reorganizations.    In the event that the Company is a party to a merger or other reorganization, outstanding
Awards shall be subject to the agreement of merger or reorganization. Such agreement shall provide for: 



        (i)    The
continuation of the outstanding Awards by the Company, if the Company is a surviving corporation; 


        (ii)   The
assumption of the outstanding Awards by the surviving corporation or its parent or subsidiary; 


        (iii)  The
substitution by the surviving corporation or its parent or subsidiary of its own awards for the outstanding Awards; 


        (iv)  Full
exercisability or vesting and accelerated expiration of the outstanding Awards; or 



        (v)   Settlement
of the full value of the outstanding Awards in cash or cash equivalents followed by cancellation of such Awards. 



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        (d)    Reservation of Rights.    Except as provided in this Section 11, an Optionee or Offeree shall have no
rights by reason of any subdivision or consolidation of shares of stock of any class, the payment of any dividend or any other increase or decrease in the number of shares of stock of any class. Any
issue by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall not affect, and no adjustment by reason thereof shall be made with respect to,
the number or Exercise Price of Shares subject to an Option. The grant of an Option pursuant to the Plan shall not affect in any way the right or power of the Company to make adjustments,
reclassifications, reorganizations or changes of its capital or business structure, to merge or consolidate or to dissolve, liquidate, sell or transfer all or any part of its business or assets. 


 
 

SECTION 12. DEFERRAL OF AWARDS.    
    


        The Committee (in its sole discretion) may permit or require a Participant to: 



        (a)   Have
cash that otherwise would be paid to such Participant as a result of the exercise of a SAR or the settlement of Stock Units credited to a deferred compensation
account established for such Participant by the Committee as an entry on the Company's books; 


        (b)   Have
Shares that otherwise would be delivered to such Participant as a result of the exercise of an Option or SAR converted into an equal number of Stock Units; or 



        (c)   Have
Shares that otherwise would be delivered to such Participant as a result of the exercise of an Option or SAR or the settlement of Stock Units converted into amounts
credited to a deferred compensation account established for such Participant by the Committee as an entry on the Company's books. Such amounts shall be determined by reference to the Fair Market Value
of such Shares as of the date when they otherwise would have been delivered to such Participant. 




        A
deferred compensation account established under this Section 12 may be credited with interest or other forms of investment return, as determined by the Committee. A Participant
for whom such an account is established shall have no rights other than those of a general creditor of the Company. Such an account shall represent an unfunded and unsecured obligation of the Company
and shall be subject to the terms and conditions of the applicable agreement between such Participant and the Company. If the deferral or conversion of Awards is permitted or required, the Committee
(in its sole discretion) may establish rules, procedures and forms pertaining to such Awards, including (without limitation) the settlement of deferred compensation accounts established under this
Section 12. 


 
 

SECTION 13. AWARDS UNDER OTHER PLANS.    
    


        The Company may grant awards under other plans or programs. Such awards may be settled in the form of Shares issued under this Plan. Such Shares shall be treated
for all purposes under the Plan like Shares issued in settlement of Stock Units and shall, when issued, reduce the number of Shares available under Section 5. 


 
 

SECTION 14. PAYMENT OF DIRECTOR'S FEES IN SECURITIES.    
    



        (a)    Effective Date.    No provision of this Section 14 shall be effective unless and until the Board has
determined to implement such provision. 


        (b)    Elections to Receive NSOs, Restricted Shares or Stock Units.    An Outside Director may elect to receive his or
her annual retainer payments and/or meeting fees from the Company in the form of cash, NSOs, Restricted Shares or Stock Units, or a combination thereof, as determined by the Board. Such NSOs,
Restricted Shares and Stock Units shall be issued under the Plan. An election under this Section 14 shall be filed with the Company on the prescribed form. 


13







 



        (c)    Number and Terms of NSOs, Restricted Shares or Stock Units.    The number of NSOs, Restricted Shares or Stock
Units to be granted to Outside Directors in lieu of annual retainers and meeting fees that would otherwise be paid in cash shall be calculated in a manner determined by the Board. The terms of such
NSOs, Restricted Shares or Stock Units shall also be determined by the Board. 


 
 

SECTION 15. LEGAL AND REGULATORY REQUIREMENTS.    
    


        Shares shall not be issued under the Plan unless the issuance and delivery of such Shares complies with (or is exempt from) all applicable requirements of law,
including (without limitation) the Securities Act of 1933, as amended, the rules and regulations promulgated thereunder, state securities laws and regulations and the regulations of any stock exchange
on which the Company's securities may then be listed, and the Company has obtained the approval or favorable ruling from any governmental agency which the Company determines is necessary or advisable. 


 
 

SECTION 16. WITHHOLDING TAXES.    
    


        (a)    General.    To the extent required by applicable federal, state, local or foreign law, a Participant or his or
her successor shall make arrangements satisfactory to the Company for the satisfaction of any withholding tax obligations that arise in connection with the Plan. The Company shall not be required to
issue any Shares or make any cash payment under the Plan until such obligations are satisfied. 


        (b)    Share Withholding.    The Committee may permit a Participant to satisfy all or part of his or her withholding
or income tax obligations by having the Company withhold all or a portion of any Shares that otherwise would be issued to him or her or by surrendering all or a portion of any Shares that he or she
previously acquired. Such Shares shall be valued at their Fair Market Value on the date when taxes otherwise would be withheld in cash. In no event may a Participant have Shares withheld that would
otherwise be issued to him or her in excess of the number necessary to satisfy the legally required minimum tax withholding. 


 
 

SECTION 17. TRANSFERABILITY.    
    


        Unless the agreement evidencing an Award (or an amendment thereto authorized by the Committee) expressly provides otherwise, no Award granted under this Plan, nor
any interest in such Award, may be sold, assigned, conveyed, gifted, pledged, hypothecated or otherwise transferred in any manner (prior to the vesting and lapse of any and all restrictions applicable
to Shares issued under such Award), other than by will or the laws of descent and distribution; provided, however, that an ISO may be transferred or assigned only to the extent consistent with
Section 422 of the Code. Any purported assignment, transfer or encumbrance in violation of this Section 17 shall be void and unenforceable against the Company. 


 
 

SECTION 18. NO EMPLOYMENT RIGHTS.    
    


        No provision of the Plan, nor any right or Option granted under the Plan, shall be construed to give any person any right to become, to be treated as, or to
remain an Employee. The Company and its Subsidiaries reserve the right to terminate any person's Service at any time and for any reason, with or without notice. 


 
 

SECTION 19. DURATION AND AMENDMENTS.    
    


        (a)    Term of the Plan.    The Plan, as set forth herein, shall terminate automatically ten (10) years after
its adoption by the Board. The Plan may be terminated on any earlier date pursuant to Subsection (b) below. 


14







 

        (b)    Right to Amend or Terminate the Plan.    The Board of Directors may amend the Plan at any time and from time to
time. Rights and obligations under any Award granted before amendment of the Plan shall not be materially impaired by such amendment, except with consent of the Participant. An amendment of the Plan
shall be subject to the approval of the Company's stockholders only to the extent required by applicable laws, regulations or rules. 



        (c)    Effect of Termination.    No Awards shall be granted under the Plan after the termination thereof. The
termination of the Plan shall not affect any Award previously granted under the Plan. 


[Remainder
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SECTION 20. EXECUTION.    
    


        To record the adoption of the Plan by the Board of Directors on November    , 2004, the Company has caused its authorized officer to execute the same. 



	 	 	Spy Optic, Inc.
	

 	
 	

By	

 
	 	 	 	

	

 	
 	

Name	

 
	 	 	 	

	

 	
 	

Title	

 
	 	 	 	





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QuickLinks



Exhibit 10.2


Table of Contents



Spy Optic, Inc. 2004 Stock Incentive Plan


SECTION 1. ESTABLISHMENT AND PURPOSE.

SECTION 3. ADMINISTRATION.

SECTION 4. ELIGIBILITY.

SECTION 5. STOCK SUBJECT TO PLAN.

SECTION 6. RESTRICTED SHARES.

SECTION 7. TERMS AND CONDITIONS OF OPTIONS.




SECTION 8. PAYMENT FOR SHARES.

SECTION 9. STOCK APPRECIATION RIGHTS.

SECTION 10. STOCK UNITS.

SECTION 11. ADJUSTMENT OF SHARES.

SECTION 12. DEFERRAL OF AWARDS.

SECTION 13. AWARDS UNDER OTHER PLANS.

SECTION 14. PAYMENT OF DIRECTOR'S FEES IN SECURITIES.

SECTION 15. LEGAL AND REGULATORY REQUIREMENTS.

SECTION 16. WITHHOLDING TAXES.

SECTION 17. TRANSFERABILITY.

SECTION 18. NO EMPLOYMENT RIGHTS.

SECTION 19. DURATION AND AMENDMENTS.

SECTION 20. EXECUTION.