**Exhibit 10.4**

 

**SYNTHETIC BLOOD INTERNATIONAL, INC.**

 

**1999 STOCK PLAN**

 

**1. Purpose of the Plan**. The purpose of the Synthetic Blood International, Inc. 1999 Stock Plan is to enable Synthetic Blood International, Inc. toprovide an incentive to eligible employees, consultants, directors and officers whose present and potential contributions are important to the continued success of the Company, to afford those individuals the opportunity to acquire a proprietaryinterest in the Company, and to enable the Company to enlist and retain in its employment the best available talent for the successful conduct of its business. It is intended that this purpose will be effected through the granting of (a) stockoptions, (b) stock purchase rights, (c) stock appreciation rights, and (d) long-term performance awards. 

 

**2. Definitions**. As used herein, the following definitions shall apply. 

 

(a) **“Administrator”** means the Board or such of its Committees as shall be administering the Plan, inaccordance with Section 5 of the Plan. 

 

(b) **“ApplicableLaws”**means the legal requirements relating to the administration of stock option plans under applicable securities laws and the Code. 

 

(c) **“Board”**means the Board of Directors of the Company. 

 

(d) **“Code”**means the Internal Revenue Code of 1986, as amended. 

 

(e) **“Committee”**means a Committee appointed by the Board inaccordance with Section 5 of the Plan. 

 

(f) **“CommonStock”**means the Common Stock of the Company. 

 

(g)**“Company”**means Synthetic Blood International, Inc., a New Jersey corporation. 

 

(h) **“Consultant”**means any person, including an advisor, engaged by the Company or a Parent or Subsidiary to render services and who iscompensated for such services provided that the term “Consultant” shall not include Directors who are paid only a director’s fee by the Company or who are not compensated by the Company for their services as Directors. 

 

(i) **“Continuous Status as an Employee or Consultant”**meansthat the employment or consulting relationship is not interrupted or terminated by the Company, any Parent or Subsidiary. Continuous Status as an Employee or Consultant shall not be considered interrupted in the case of: (i) any leave of absenceapproved by the Company, including sick leave, military leave, or other personal leave, provided, however that for purposes of Incentive Stock Options, any such leave may not exceed ninety (90) days, unless reemployment upon the expiration of suchleave is guaranteed by contract (including certain Company policies) or statute; or (ii) transfers between locations of the Company or between the Company, its parent, its Subsidiaries or its successor. 

(j) **“Director”**means a member of the Board. 

 

(k) **“Disability”**means total and permanent disability asdefined in Section 22(c)(3) of the Code. 

 

(l)**“Employee”**means any person, including Officers and Directors, employed by the Company or any Parent or Subsidiary of the Company. Neither service as a Director nor payment of a director’s fee by the Company shall be sufficientto constitute “employment” by the Company. 

 

(m)**“Exchange Act”**means the Securities Exchange Act of 1934, as amended. 

 

(n) **“Family Member”**means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law,brother-in-law, or sister-in-law, including adoptive relationships, any person sharing the Employee’s or Consultant’s household (other than a tenant or employee), a trust in which these persons have more than fifty percent of thebeneficial interest, a foundation in which these persons (or the Employee or Consultant) control the management of assets, and any other entity in which these persons (or the Employee or Consultant) own more than fifty percent of the votinginterests, including any changes as may be made from time to time to the definition of “Family Member” as promulgated by the Securities and Exchange Commission in connection with the general instructions for Form S-8 promulgated under theSecurities Act of 1933, as amended, or any successor form. 

 

(o)**“Fair Market Value”**means, as of any date, the value of Common Stock determined as follows: 

 

(i) If the Common Stock is listed on any established stock exchange or a national market system, including without limitation the National Market Systemof the National Association of Securities Dealers, Inc. Automated Quotation (“NASDAQ”) System, the Fair Market Value of a Share of Common Stock shall be the closing sales price for such stock (or the closing bid, if no sales were reported)as quoted on such system or exchange (or the exchange with the greatest volume of trading in Common Stock) on the last market trading day prior to the day of determination, as reported in The Wall Street Journal or such other source as theAdministrator deems reliable; 

 

(ii) If the Common Stock isquoted on the NASDAQ system (but not on the National Market System thereof), the OTC Bulletin Board, or is regularly quoted by a recognized securities dealer but selling prices are not reported, the Fair Market Value of a Share of Common Stock shallbe the mean between the high bid and low asked prices for the Common Stock on the last market trading day prior to the day of determination, as reported in The Wall Street Journal or such other source as the Administrator deems reliable; 

 

(iii) In the absence of an established market for the Common Stock, theFair Market Value shall be determined in good faith by the Administrator. 

 

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(p) **“Incentive Stock Option”**means an Option intended to qualify as an incentive stockoption within the meaning of Section 422 of the Code and the regulations promulgated thereunder. 

 

(q) **“Long-Term Performance Award”**means an award under Section 9 below. A Long-Term Performance Award shall permit the recipient toreceive a cash or stock bonus (as determined by the Administrator) upon satisfaction of such performance factors as are set out in the recipient’s individual grant. Long-Term Performance Awards will be based upon the achievement of Company,Subsidiary and/or individual performance factors or upon such other criteria as the Administrator may deem appropriate. 

 

(r) **“Long-Term Performance Award Agreement”**means a written agreement between the Company and an Optionee evidencing the terms andconditions of an individual Long-Term Performance Award grant. The Long-Term Performance Award Agreement is subject to the terms and conditions of the Plan. 

 

(s) **“Nonstatutory Stock Option”**means any Option that is not an Incentive Stock Option. 

 

(t) **“Notice of Grant”**means a written notice evidencingcertain terms and conditions of an individual Option, Stock Purchase Right, SAR or Long-Term Performance Award grant. The Notice of Grant is part of the Option Agreement, the SAR Agreement and the Long-Term Performance Award Agreement. 

 

(u) **“Officer”**means a person who is an officer of theCompany within the meaning of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder. 

 

(v) **“Option”**means a stock option granted pursuant to the Plan. 

 

(w) **“Option Agreement”**means a written agreement between the Company and an Optionee evidencing the termsand conditions of an individual Option grant. The Option Agreement is subject to the terms and conditions of the Plan. 

 

(x) **“Option Exchange Program”**means a program whereby outstanding options are surrendered in exchange for options with a lower exerciseprice. 

 

(y) **“Optioned Stock”**means the CommonStock subject to an Option or Right. 

 

(z)**“Optionee”**means an Employee or Consultant who holds an outstanding Option or Right. 

 

(aa) **“Outside Director”**means a Director of the Company who either (i) is not a current employee of the Company or an “affiliatedcorporation” (within the meaning of Treasury Regulations promulgated under Section 152(m) of the Code), is not a former employee of the Company or an “affiliated corporation” receiving compensation for prior services (other thanbenefits under a tax qualified pension plan), was not an officer of the Company or an 

 

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“affiliated corporation” at any time, and is not currently receiving direct or indirect remuneration from theCompany or an “affiliated corporation” for services in any capacity other than as a Director or (ii) is otherwise considered an “outside director” for purposes of Section 162(m) of the Code. 

 

(bb) **“Parent”**means a “parent corporation,”whether now or hereafter existing, as defined in Section 424(c) of the Code. 

 

(cc) **“Plan”**means this 1999 Stock Plan. 

 

(dd) **“Restricted Stock”**means shares of Common Stock subject to a Restricted Stock Purchase Agreement acquired pursuant to a grant of Stock Purchase Rights under Section 8 below. 

 

(ee) **“Restricted Stock Purchase Agreement”**means a writtenagreement between the Company and the Optionee evidencing the terms and restrictions applying to stock purchased under a Stock Purchase Right. The Restricted Stock Purchase Agreement is subject to the terms and conditions of the Plan and the Noticeof Grant. 

 

(ff) **“Right”**means and includesSARs, Long-Term Performance Awards and Stock Purchase Rights granted pursuant to the Plan. 

 

(gg) **“Rule 16b-3”**means Rule 16b-3 of the Exchange Act or any successor rule thereto, as in effect when discretion is being exercised with respect to the Plan. 

 

(hh) **“SAR”**means a stock appreciation right granted pursuantto Section 7 of the Plan. 

 

(ii) **“SAR Agreement”**means a written agreement between the Company and an Optionee evidencing the terms and conditions of an individual SAR grant. The SAR Agreement is subject to the terms and conditions of the Plan. 

 

(jj) **“Share”**means a share of the Common Stock, as adjustedin accordance with Section 11 of the Plan. 

 

(kk) **“StockPurchase Right”**means the right to purchase Common Stock pursuant to Section 8 of the Plan, as evidenced by a Notice of Grant. 

 

(ll) **“Subsidiary”**means a “subsidiary corporation,” whether now or hereafter existing, as defined in Section 424(f) of theCode. 

 

**3. Eligibility.**Nonstatutory Stock Options andRights may be granted to Employees and Consultants. Incentive Stock Options may be granted only to Employees. If otherwise eligible, an Employee or Consultant who has been granted an Option or Right may be granted additional Options or Rights.

 

**4. Stock Subject to the Plan.**Subject to the provisionsof Section 11 of the Plan, the total number of shares reserved and available for distribution under the Plan is 4,000,000 

 

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shares. Subject to Section 11 of the Plan, if any shares that have been optioned under an Option cease to be subject tosuch Option (other than through exercise of the Option), or if any Option or Right granted hereunder is forfeited or any such award otherwise terminates prior to the issuance of Common Stock to the participant, the shares that were subject to suchOption or Right shall again be available for distribution in connection with future Option or Rights grants under the Plan; provided, however, that Shares that have actually been issued under the Plan, whether upon exercise of an Option or Right,shall not in any event be returned to the Plan and shall not become available for future distribution under the Plan. 

 

**5. Administration.**

 

(a) **Composition of Administrator.**

 

(i) **Multiple Administrative Bodies.**In the discretion of the Board, different Committees may administer the Plan with respect to Employees,Directors and Consultants. 

 

(ii) **Section 162(m).**To theextent that the Administrator determines it to be desirable to qualify Options granted hereunder as “performance-based compensation” within the meaning of Section 162(m) of the Code, the Plan shall be administered by a Committee of two ormore “Outside Directors” within the meaning of Section 162(m) of the Code. 

 

(iii) **Rule 16b-3.**To the extent desirable to qualify transactions hereunder as exempt under Rule 16b-3, the transactions contemplated hereunder shall be structured to satisfy the requirements for exemptionunder Rule 16b-3. 

 

(iv) **Other Administration.**Otherthan as provided above, the Plan shall be administered by (A) the Board or (B) a Committee, which committee shall be constituted to satisfy Applicable Laws. 

 

(v) **General.**Once a Committee has been appointed pursuant to subsection (ii) or (iii) of this Section 5(a), such Committee shall continue to servein its designated capacity until otherwise directed by the Board. From time to time the Board may increase the size of any Committee and appoint additional members, remove members (with or without cause) and appoint new members in substitution, fillvacancies (however caused) and remove all members of a Committee and thereafter directly administer the Plan, all to the extent permitted by the Applicable Laws and in the case of a Committee appointed under subsection (iii), to the extent permittedby Rule 16b-3 as it applies to a plan intended to qualify thereunder as a discretionary grant or award plan. 

 

(b) **Powers of the Administrator.**Subject to the provisions of the Plan, and in the case of a Committee, subject to the specific duties delegated bythe Board to such Committee, the Administrator shall have the authority, in its discretion: 

 

(i) to determine the Fair Market Value of the Common Stock, in accordance with Section 2(o) of the Plan; 

 

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(ii) to select the Consultants and Employees to whom Options and Rights may be granted hereunder;

 

(iii) to determine whether and to what extent Options andRights or any combination thereof, are granted hereunder; 

 

(iv) to determine the number of shares of Common Stock to be covered by each Option and Right granted hereunder; 

 

(v) to approve forms of agreement for use under the Plan; 

 

(vi) to determine the terms and conditions, not inconsistent with the terms of the Plan, of any award granted hereunder. Such terms and conditionsinclude, but are not limited to, the exercise price, the time or times when Options or Rights may be exercised (which may be based on performance criteria), any vesting, acceleration or waiver of forfeiture restrictions, and any restriction orlimitation regarding any Option or Rights or the shares of Common Stock relating thereto, based in each case on such factors as the Administrator, in its sole discretion, shall determine; 

 

(vii) to construe and interpret the terms of the Plan; 

 

(viii) to prescribe, amend and rescind rules and regulations relating to the Plan; 

 

(ix) to determine whether and under what circumstances an Option or Rightmay be settled in cash instead of Common Stock or Common Stock instead of cash; 

 

(x) to reduce the exercise price of any Option or Right; 

 

(xi) to modify or amend each Option or Right (subject to Section 13 of the Plan); 

 

(xii) to authorize any person to execute on behalf of the Company any instrument required to effect the grant of an Option or Right previously granted bythe Administrator; 

 

(xiii) to institute an Option ExchangeProgram; 

 

(xiv) to determine the terms and restrictionsapplicable to Options and Rights and any Restricted Stock; and 

 

(xv) to make all other determinations deemed necessary or advisable for administering the Plan. 

 

(c) **Effect of Administrator’s Decision.**The Administrator’s decisions, determinations and interpretations shall be final and binding onall optionees and any other holders of Options or Rights. 

 

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(d) **Limitations on Grants.**The following limitations will apply to grants of Options or SARs underthe Plan: 

 

(i) no Employee, Director or Consultant will begranted Options or SARs under the Plan to receive more than 200,000 shares of Common Stock in any one fiscal year; provided that, the Company may make an additional one-time grant of up to 300,000 shares to newly-hired Employees, Directors andConsultants; and 

 

(ii) no Employee, Director or Consultantwill be granted Options or SARs under the Plan to purchase more than 1,000,000 shares over the term of the Plan, provided that, if the number of shares available for issuance under Paragraph 4 of the Plan is increased, the maximum number of optionsor SARs that any Employee, Director or Consultant may be granted also automatically will increase by an amount equal to 100,000 shares for each additional fiscal year in which shares are allocated for issuance under the Plan. 

 

**6. Duration of the Plan.** The Plan shall remain in effect untilterminated by the Board under the terms of the Plan, provided that in no event may Incentive Stock Options be granted under the Plan later than 10 years from the date the Plan was adopted by the Board. 

 

**7. Options and SARs.**

 

(a) **Options.**The Administrator, in its discretion, may grant Optionsto eligible participants and shall determine whether such Options shall be Incentive Stock Options or Nonstatutory Stock Options. Each Option shall be evidenced by a Notice of Grant/Option Agreement which shall expressly identify the Options asIncentive Stock Options or as Nonstatutory Stock Options, and be in such form and contain such provisions as the Administrator shall from time to time deem appropriate. The Notice of Grant/Option Agreement shall govern each Optionee’s rightsand obligations with respect to each such particular Option. Without limiting the foregoing, the Administrator may at any time authorize the Company, with the consent of the respective recipients, to issue new Options or Rights in exchange for thesurrender and cancellation of outstanding Options or Rights. Option agreements shall contain the following terms and conditions: 

 

(i) **Exercise Price; Number of Shares.**The per Share exercise price for the Shares issuable pursuant to an Option shall be such price as isdetermined by the Administrator; provided, however, that in the case of an Incentive Stock Option, the price shall be no less than 100% of the Fair Market Vale of the Common Stock on the date the Option is granted, subject to any additionalconditions set out in Section 7(a)(iv) below. 

 

The notice ofGrant shall specify the number of Shares to which it pertains. 

 

(ii) **Waiting Period and Exercise Dates.**At the time an Option is granted, the Administrator will determine the terms and conditions to be satisfied before Shares may be purchased, including the dates on which Shares subject to theOption may first be purchased. The Administrator may specify that an Option may not be exercised until the completion of the service period specified at the time of grant. (Any such period is referred to herein as the “waiting period.”) Atthe item an Option is granted, the Administrator shall fix the period within which the Option may be exercised, which shall not be earlier than the end of the 

 

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waiting period, if, any, nor, in the case of an Incentive Stock Option, later than ten (10) years, from the date ofgrant. 

 

(iii) **Form of Payment.**The consideration to bepaid for the Shares to be issued upon exercise of an Option, including the method of payment, shall be determined by the Administrator (and, in the case of an Incentive Stock Option, shall be determined at the time of grant) and may consist entirelyof: 

 

(1) cash; 

 

(2) check; 

 

(3) promissory note; 

 

(4) other Shares with (1) in the case of Shares acquired upon exercise of an option, have been owned by the Optionee for more than six months on the dateof surrender, and (2) have a Fair Market Value on the date of surrender not greater than the aggregate exercise price of the Shares as to which said Option shall be exercised; 

 

(5) delivery of a properly executed exercise notice together with such other documentation as the Administrator and thebroker, if applicable, shall require to effect an exercise of the Option and delivery to the Company of the sale or loan proceeds required to pay the exercise price, or such consideration received by the Company under a cashless exercise programimplemented by the Company in connection with the Plan; 

 

(6)any combination of the foregoing methods of payment; or 

 

(7)such other consideration and method of payment for the issuance of Shares to the extent permitted by Applicable Laws. 

 

(iv) **Special Incentive Stock Option Provisions.**In addition to the foregoing, Options granted under the Plan which are intended to be IncentiveStock Options under Section 422 of the Code shall be subject to the following terms and conditions: 

 

(1) **Dollar Limitation.**To the extent that the aggregate Fair Market Value of (a) the Shares with respect to which Options designated as IncentiveStock Options plus (b) the shares of stock of the Company, Parent and any Subsidiary with respect to which other incentive stock options are exercisable for the first time by an Optionee during any calendar year under all plans of the Company andany Parent and subsidiary exceeds $100,000, such Options shall be treated as Nonstatutory Stock Options. For purposes of the preceding sentence, (a) Options shall be taken into account in the order in which they were granted, and (b) the Fair MarketValue of the Shares shall be determined as of the time the Option or other incentive stock option is granted. 

 

(2) **10% Shareholder.**If any optionee to whom an Incentive Stock Option is to be granted pursuant to the provisions of the Plan is, on the date ofgrant, the owner of Common Stock (as determined under Section 424(d) of the Code) possessing more than 10% of the total combined voting power of all classes of stock of the Company or any Parent or 

 

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Subsidiary of the Company, then the following special provisions shall be applicable to the Option granted to suchindividual: 

 

(A) The per Share Option price of Shares subjectto such Incentive Stock Option shall not be less than 110% of the Fair Market Value of Common stock on the date of grant; and 

 

(B) The Option shall not have a term in excess of five (5) years from the date of grant. 

 

Except as modified by the preceding provisions of this subsection 7(a)(iv) and except as otherwise limited by Section 422 ofthe Code, all of the provisions of the Plan shall be applicable to the Incentive Stock Options granted hereunder. 

 

(v) **Other Provisions.**Each Option granted under the Plan may contain such other terms, provisions, and conditions not inconsistent with the Planas may be determined by the Administrator. 

 

(vi) **BuyoutProvisions.**The Administrator may at any time offer to buy out for a payment in cash or Shares, an Option previously granted, based on such terms and conditions as the Administrator shall establish and communicate to the Optionee at the timethat such offer is made. 

 

(b) **SARs.**

 

(i) **In Connection with Options.** At the sole discretion of theAdministrator, SARs may be granted in connection with all or any part of an Option, either concurrently with the grant of the Option or at any time thereafter during the term of the Option. The following provisions apply to SARs that are granted inconnection with Options: 

 

(1) The SAR shall entitle theOptionee to exercise the SAR by surrendering to the Company unexercised a portion of the related Option. The Optionee shall receive in exchange from the Company an amount equal to the excess of (1) the Fair Market Value on the date of exercise ofthe SAR of the Common Stock covered by the surrendered portion of the related Option over (2) the exercise price of the Common Stock covered by the surrendered portion of the related Option. Notwithstanding the foregoing, the Administrator may placelimits on the amount that may be paid upon exercise of an SAR; provided, however, that such limit shall not restrict the exercisability of the related Option. 

 

(2) When an SAR is exercised, the related Option, to the extent surrendered, shall cease to be exercisable. 

 

(3) An SAR shall be exercisable only when and to the extent that the relatedOption is exercisable and shall expire no later than the date on which the related Option expires. 

 

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(4) An SAR may only be exercised at a time when the Fair Market Value of the Common Stock covered by therelated Option exceeds the exercise price of the Common Stock covered by the related Option. 

 

(ii) **Independent of Options.**At the sole discretion of the Administrator, SARs may be granted without related Options. The following provisions apply to SARs that are not granted in connection with Options:

 

(1) The SAR shall entitle the Optionee, by exercising theSAR, to receive from the Company an amount equal to the excess of (1) the Fair Market Value of the Common Stock covered by the exercised portion of the SAR, as of the date of such exercise, over (2) the Fair Market Value of the Common Stock coveredby the exercised portion of the SAR, as of the last market trading date prior to the date on which the SAR was granted; provided, however, that the Administrator may place limits on the aggregate amount that may be paid upon exercise of an SAR.

 

(2) SARs shall be exercisable, in whole or in part, at suchtimes as the Administrator shall specify in the Optionee’s SAR agreement. 

 

(iii) **Form of Payment.**The Company’s obligations arising upon the exercise of an SAR may be paid in Common Stock or in cash, or in any combination of Common Stock and cash, as the Administrator, in itssole discretion, may determine. Shares issued upon the exercise of an SAR shall be valued at their Fair Market Value as of the date of exercise. 

 

(c) **Method of Exercise.**

 

(i) **Procedure for Exercise, Rights as a Shareholder.**Any Option or SAR granted hereunder shall be exercisable at such times and under suchconditions as determined by the Administrator and as shall be permissible under the terms of the Plan. 

 

An Option may not be exercised for a fraction of a Share. 

 

An Option or SAR shall be deemed to be exercised when written notice of such exercise has been given to the Company in accordance with the terms of theOption or SAR by the person entitled to exercise the Option or SAR and full payment for the Shares with respect to which the Option is exercised has been received by the Company. Full payment may, as authorized by the Administrator (and, in the caseof an Incentive Stock Option, determined at the time of grant) and permitted by the Option Agreement consist of any consideration and method of payment allowable under subsection 7(a)(iii) of the Plan. Until the issuance (as evidenced by theappropriate entry on the books of the Company or of a duly authorized transfer agent of the Company) of the stock certificate evidencing such Shares, no right to vote or receive dividends or any other rights as a shareholder shall exist with respectto the Optioned Stock, notwithstanding the exercise of the Option. No adjustment will be made for a dividend or other right for which the record date is prior to the date the stock certificate is issued, except as provided in Section 11 of the Plan.

 

Exercise of an Option in any manner shall result in a decreasein the number of Shares which thereafter shall be available, both for purposes of the Plan and for sale under the Option, 

 

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by the number of Shares as to which the Option is exercised. Exercise of an SAR in any manner shall, to the extent theSAR is exercised, result in a decrease in the number of Shares which thereafter shall be available for purposes of the Plan, and the SAR shall cease to be exercisable to the extent it has been exercised. 

 

(ii) **Rule 16b-3.**Options and SARs granted to individuals subject toSection 16 of the Exchange Act (“Insiders”) may in the discretion of the Administrator, comply with the applicable provisions of Rule 16b-3 and may contain such additional conditions or restrictions as may be required thereunder to qualifyfor the maximum exemption from Section 16 of the Exchange Act with respect to Plan transactions. 

 

(iii) **Termination of Employment or Consulting Relationship.**Subject to Section 18 of the Plan relating to cancellation and rescission of Optionsand Rights, in the event an Optionee’s Continuous Status as an Employee or Consultant terminates (other than upon the Optionee’s death or Disability), the Optionee may exercise his or her Option or SAR, but only within such period of timeas is determined by the Administrator at the time of grant, not to exceed six (6) months (three (3) months in the case of an Incentive Stock Option) from the date of such termination (but in no event later than the expiration of the term of suchOption or SAR as set forth in the Option or SAR at the date of such termination, and to the extent that the Optionee does not exercise such Option or SAR (to the extent otherwise so entitled) within the time specified herein, the Option or SAR shallterminate. 

 

(iv) **Disability of Optionee.**In the eventan Optionee’s Continuous Status as an Employee or Consultant terminates as a result of the Optionee’s Disability, the Optionee may exercise his or her Option or SAR, but only within twelve (12) months from the date of such termination, andonly to the extent that the Optionee was entitled to exercise it at the date of such termination (but in no event later than the expiration of the term of such Option or SAR as set forth in the Option or SAR Agreement). To the extent that Optioneewas not entitled to exercise an Option or SAR at the date of such termination, and to the extent that the Optionee does not exercise such Option or SAR (to the extent otherwise so entitled) within the time specified herein, the Option or SAR shallterminate. 

 

(v) **Death of Optionee.**In the event of anOptionee’s death, the Optionee’s estate or a person who acquired the right to exercise the deceased Optionee’s Option or SAR by bequest or inheritance may exercise the Option or SAR, but only within twelve (12) months following thedate of death, and only to the extent that the Optionee was entitled to exercise it at the date of death (but in no event later than the expiration of the term of such Option or SAR as set forth in the Option or SAR Agreement). To the extent thatOptionee was not entitled to exercise an Option or SAR at the date of death, and to the extent that the Optionee’s estate or a person who acquired the right to exercise such Option does not exercise such Option or SAR (to the extent otherwiseso entitled) within the time specified herein, the Option or SAR shall terminate. 

 

**8. Stock Purchase Rights.**

 

(a) **Rights to Purchase.**Stock Purchase Rights may be issued either alone, in addition to, or in tandem with other awards granted under the Plan and/or cash awards made 

 

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outside of the Plan. After the Administrator determines that it will offer Stock Purchase Rights under the Plan it shalladvise the offeree in writing of the terms, conditions and restrictions related to the offer, including the number of Shares that the offeree shall be entitled to purchase, the price to be paid, and the time within which the offeree must accept suchoffer, which shall in no event exceed thirty (30) days from the date upon which the Administrator made the determination to grant the Stock Purchase Right. The offer shall be accepted by execution of a Restricted Stock Purchase Agreement in the formdetermined by the Administrator. 

 

(b) **Repurchase Option.**Unless the Administrator determines otherwise, the Restricted Stock Purchase Agreement shall grant the Company a repurchase option exercisable upon the voluntary or involuntary termination of the purchaser’s employment with the Company forany reason (including death or Disability). The purchase price for Shares repurchased pursuant to the Restricted Stock Purchase Agreement shall be the original price paid by the purchaser and may be paid by cancellation of any indebtedness of thepurchaser to the Company. The repurchase option shall lapse at such rate as the Administrator may determine. 

 

(c) **Other Provisions.**The Restricted Stock Purchase Agreement shall contain such other terms, provisions and conditions not inconsistent with thePlan as may be determined by the Administrator in its sole discretion. In addition, the provisions of Restricted Stock Purchase Agreements need not be the same with respect to each purchaser. 

 

(d) **Rule 16b-3.**Stock Purchase Rights granted to Insiders, and Sharespurchased by Insiders in connection with Stock Purchase Rights may be, in the discretion of the Administrator, subject to any restrictions applicable thereto in compliance with Rule 16b-3. An Insider may only purchase Shares pursuant to the grant ofa Stock Purchase Right, and may only sell Shares purchased pursuant to the grant of a Stock Purchase Right, during such time or times as are permitted by Rule 16b-3 unless waived in the sole discretion of the Administrator. 

 

(e) **Rights as a Shareholder.**Once the Stock Purchase Right isexercised, the purchaser shall have the rights equivalent to those of a shareholder, and shall be a shareholder when he or her purchase is entered upon the records of the duly authorized transfer agent of the Company. No adjustment will be made fora dividend or other right for which the record date is prior to the date the Stock Purchase Right is exercised, except as provided in Section 11 of the Plan. 

 

**9. Long-Term Performance Awards.**

 

(a) **Administration.**Long-Term Performance Awards are cash or stock bonus awards that may be granted either alone or in addition to other awardsgranted under the Plan. Such awards shall be granted for no cash consideration. The Administrator shall determine the nature, length and starting date of any performance period (the “Performance Period”) for each Long-Term PerformanceAward, and shall determine the performance or employment factors, if any, to be used in the determination of Long-Term Performance Awards and the extent to which such Long-Term Performance Awards are valued or have been earned. Long-Term PerformanceAwards may vary from participant to participant and between groups of participants and shall be based upon the achievement of Company, Subsidiary, Parent and/or individual performance factors or upon such other criteria as the Administrator may deemappropriate. 

 

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Performance Periods may overlap and participants may participate simultaneously with respect to Long-Term PerformanceAwards that are subject to different Performance Periods and different performance factors and criteria. Long Term Performance Awards shall be confirmed by, and be subject to the terms of a Long-Term Performance Award agreement. The terms of suchawards need not be the same with respect to each participant. 

 

At the beginning of each Performance Period, the Administrator may determine for each Long-Term Performance Award subject to such Performance Period the range of dollar values or number of shares of Common Stock to be awarded to theparticipant at the end of the Performance Period if and to the extent that the relevant measures of performance for such Long-Term Performance Award are met. Such dollar values or number of shares of common Stock may be fixed or may vary inaccordance with such performance or other criteria as may be determined by the Administrator. 

 

(b) **Adjustment of Awards.**The Administrator may adjust the performance factors applicable to the Long-Term Performance Awards to take into account changes in legal, accounting and tax rules and to make suchadjustments as the Administrator deems necessary or appropriate to reflect the inclusion or exclusion of the impact of extraordinary or unusual items, events or circumstances in order to avoid windfalls or hardships. 

 

**10. Non-Transferability of Awards.**Options and Rights may not be sold,pledged, assigned, hypothecated, transferred or disposed of in any manner other than by will or by the laws of descent or distribution and may be exercised, during the lifetime of the Optionee, only by the Optionee, provided, however, NonstatutoryStock Options and Rights may be transferred: (i) by gift to a Family Member; (ii) under a domestic relations order in settlement of marital property rights; and (iii) to any entity in which more than fifty percent of the voting interests are ownedby Family Members (or the Employee or Consultant) in exchange for an interest in that entity. Any attempted non-permitted transfer shall be void and shall immediately terminate the Nonstatutory Stock Option or Right. 

 

**11. Adjustments Upon Changes in Capitalization, Dissolution, Merger, AssetSale or Change of Control.**

 

(a) **Changes inCapitalization.**Subject to any required action by the shareholders of the Company, the number of shares of Common Stock covered by each outstanding Option and Right, and the number of shares of Common Stock which have been authorized forissuance under the Plan as to which no Options or Rights have yet been granted or which have been returned to the Plan upon cancellation or expiration of an Option or Right, as well as the price per share of Common Stock covered by each suchoutstanding Option or Right, shall be proportionately adjusted for any increase or decrease in the number of issued shares of Common Stock, or any other increase or decrease in the number of issued shares of Common Stock effected without receipt ofconsideration by the Company; provided, however, that conversion of any convertible securities of the Company shall not be deemed to have been “effected without receipt of consideration.” Such adjustment shall be made by the Board, whosedetermination in that respect shall be final, binding and conclusive. Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall effect, and noadjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock subject to an Option or Right. 

 

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(b) **Dissolution or Liquidation.**In the event of the proposed dissolution or liquidation of theCompany, to the extent that an Option or Right has not been previously exercised, it will terminate immediately prior to the consummation of such proposed action. The Board may, in the exercise of its sole discretion in such instances, declare thatany Option or Right shall terminate as of a date fixed by the Board and give each Optionee the right to exercise his or her Option or Right as to all or any part of the Optioned Stock, including Shares as to which the Option or Right would nototherwise be exercisable. 

 

(c) **Merger or Asset Sale.**Subject to the provisions of paragraph (d) hereof, in the event of a merger of the Company with or into another corporation, or the sale of substantially all of the assets of the Company, each outstanding Option and Right shall be assumed or anequivalent Option or Right substituted by the successor corporation or a Parent or Subsidiary of the successor corporation. In the event that the successor corporation does not agree to assume the Option or to substitute an equivalent option, theAdministrator shall, in lieu of such assumption or substitution, provide for the Optionee to have the right to exercise the Option or Right as to all or a portion of the Optioned Stock, including Shares as to which it would not otherwise beexercisable. If the Administrator makes an Option or Right exercisable in lieu of assumption or substitution in the event of a merger or sale of assets, the Administrator shall notify the Optionee that the Option or Right shall be exercisable for aperiod of fifteen (15) days from the date of such notice, and the Option or Right will terminate upon the expiration of such period. For the purposes of this paragraph, the Option or Right shall be considered assumed if, immediately following themerger or sale of assets, the Option or Right confers the right to purchase, for each Share of Optioned Stock subject to the Option or Right immediately prior to the merger or sale of assets, the consideration (whether stock, cash, or othersecurities or property) received in the merger or sale of assets by holders of Common Stock for each Share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by theholders of a majority of the outstanding Shares); provided, however, that if such consideration received in the merger or sale of assets was not solely common stock of the successor corporation or its Parent, the Administrator may, with the consentof the successor corporation and the participant, provide for the consideration to be received upon the exercise of the Option or Right, for each Share of Optioned Stock subject to the Option or Right, to be solely common stock of the successorcorporation or its Parent equal in Fair Market Value to the per share consideration received by holders of Common Stock in the merger or sale of assets. 

 

(d) **Change in Control.**In the event of a “Change in Control” of the Company, as defined in paragraph (e) below, then the followingacceleration and valuation provisions shall apply: 

 

(i)Except as otherwise determined by the Board, in its discretion, prior to the occurrence of a Change in Control, any Options and Rights outstanding on the date such Change in Control is determined to have occurred that are not yet exercisable andvested on such date shall become fully exercisable and vested; 

 

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(ii) Except as otherwise determined by the Board, in its discretion, prior to the occurrence of a Changein Control, all outstanding Options and Rights, to the extent they are exercisable and vested (including Options and Rights that shall become exercisable and vested pursuant to subparagraph (i) above), shall be terminated in exchange for a cashpayment equal to the Change in Control Price, (reduced by the exercise price, if any, applicable to such Options or Rights). These cash proceeds shall be paid to the Optionee or, in the event of death of an Optionee prior to payment, to the estateof the Optionee or to a person who acquired the right to exercise the Option or Right by bequest or inheritance. 

 

(e) **Definition of “Change in Control”.**For purposes of this Section 11, a “Change in Control” means the happening of any of thefollowing: 

 

(i) When any “person,” as such term isused in Section 13(d) and 14(d) of the Exchange Act (other than the Company, a Subsidiary or a Company employee benefit plan, including any trustee of such plan acting as trustee) is or becomes the “beneficial owner” (as defined in Rule13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the combined voting power of the Company’s then outstanding securities entitled to vote generally in the election ofdirectors; or 

 

(ii) A merger or consolidation of the Companywith any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted intovoting securities of the surviving entity) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or theshareholders of the Company approve an agreement for the sale or disposition by the Company of all or substantially all the Company’s assets; or 

 

(iii) A change in the composition of the Board of Directors of the Company occurring within a two-year period, as a result of which fewer than a majorityof the directors are Incumbent Directors. 

 

“IncumbentDirectors” shall mean directors who either (A) are directors of the Company as of the date the Plan is approved by the shareholders, or (B) are elected, or nominated for election, to the Board of Directors of the Company with the affirmativevotes of at least a majority of the Incumbent Directors at the time of such election or nomination (but shall not include an individual whose election or nomination is in connection with an actual or threatened proxy contest relating to the electionof directors to the Company). 

 

(f) **Change in Control Price.**For purposes of this Section 11, “Change in Control Price” shall be, as determined by the Board, (i) the highest Fair Market Value of a Share within the 60-day period immediately preceding the date of determination of the Change inControl Price by the Board (the “60-Day Period”), or (ii) the highest price paid or offered per Share, as determined by the Board, in any bona fide transaction or bona fide offer related to the Change in Control of the Company, at any timewithin the 60-Day Period, or (iii) such lower price as the Board, in its discretion, determines to be a reasonable estimate of the fair market value of a Share. 

 

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**12. Date of Grant.**The date of grant of an Option or Right shall be, for all purposes, the date onwhich the Administrator makes the determination granting such Option or Right, or such other later date as is determined by the Administrator. Notice of the determination shall be provided to each Optionee within a reasonable time after the date ofsuch grant. 

 

**13. Amendment and Termination of the Plan.**

 

(a) **Amendment and Termination.**The Board may at anytime amend, alter, suspend or terminate the Plan. 

 

(b)**Shareholder Approval.**The Company shall obtain shareholder approval of any Plan amendment to the extent necessary and desirable to comply with Rule 16b-3 or with Section 422 of the Code (or any successor rule or statute or other applicablelaw, rule or regulation, including the requirements of any exchange or quotation system on which the Common Stock is listed or quoted). Such shareholder approval, if required, shall be obtained in such a manner and to such a degree as is required bythe applicable law, rule or regulation. 

 

(c) **Effect ofAmendment or Termination.**No amendment, alteration, suspension or termination of the Plan shall impair the rights of any Optionee, unless mutually agreed otherwise between the Optionee and the Administrator, which agreement must be in writingand signed by the Optionee and the Company. 

 

**14. ConditionsUpon Issuance of Shares.**

 

(a) **Legal Compliance.**Shares shall not be issued pursuant to the exercise of an Option or Right unless the exercise of such Option or Right and the issuance and delivery of such Shares shall comply with all relevant provisions of law, including, without limitation,the Securities Act of 1933, as amended, the Exchange Act, the securities laws of applicable states, the rules and regulations promulgated thereunder, Applicable Laws, and the requirements of any stock exchange or quotation system upon which theShares may then be listed or quoted, and shall be further subject to the approval of counsel for the Company with respect to such compliance. 

 

(b) **Investment Representations.**As a condition to the exercise of an Option or Right, the Company may require the person exercising such Option orRight to represent and warrant at the time of any such exercise that the Shares are being purchased only for investment and without any present intention to sell or distribute such Shares and to provide such other representations and warranties asare necessary to comply with Federal and applicable state securities laws, or with covenants or representations made by the Company in connection with any offering of its Common Stock, if in the opinion of counsel for the Company, suchrepresentations are required. 

 

**15. Liability of Company.**

 

(a) **Inability to Obtain Authority.**The inabilityof the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Shares hereunder, shall relieve the Company of anyliability in respect of the failure to issue or sell Shares as to which such requisite authority shall not have been obtained. 

 

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(b) **Grants Exceeding Allotted Shares.**If the Optioned Stock covered by an Option or Right exceeds,as of the date of grant, the number of Shares which may be issued under the Plan without additional shareholder approval, such Option or Right shall be void with respect to such excess Optioned Stock, unless shareholder approval of an amendmentsufficiently increasing the number of Shares subject to the Plan is timely obtained in accordance with Section 13(b) of the Plan. 

 

**16. Reservation of Shares.**The Company, during the term of this Plan, will at all times reserve and keep available such number of Shares as shallbe sufficient to satisfy the requirements of the Plan. 

 

**17.Shareholder Approval.**Continuance of the Plan shall be subject to approval by the shareholders of the Company within twelve (12) months after the date the Plan is adopted. Such shareholder approval shall be obtained in the manner and to thedegree required under applicable federal and state law. 

 

**18.Cancellation and Rescission of Options and Rights.**

 

(a)**Conditions for Cancellation and Rescission of Options and Rights.**Unless the Option Agreement, SAR Agreement, Long-Term Performance Award Agreement or Restricted Stock Purchase Agreement (collectively the “Stock Award Agreement”)specifies otherwise, the Board may cancel, rescind, suspend, withhold or otherwise limit or restrict any unexpired, unpaid, or deferred Option or Right at any time if the participant is not in compliance with all applicable provisions of the StockAward Agreement and the Plan, or if the participant engages in any “Detrimental Activity.” For purposes of this subsection 18(a), “Detrimental Activity” shall include: (i) the rendering of services for any organization orengaging directly or indirectly in any business which is or becomes competitive with the Company, or which organization or business, or the rendering of services to such organization or business, is or becomes otherwise prejudicial to or in conflictwith the interests of the Company; (ii) the disclosure to anyone outside the Company, or the use in other than the Company’s business, without prior written authorization from the Company, of any confidential information or material, as definedin the Company’s confidential information or similar agreement, relating to the business of the Company, acquired by the participant either during or after employment with the Company; (iii) the failure or refusal to disclose promptly and toassign to the Company, pursuant to the Company’s confidential information or similar agreement, all right, title and interest in any invention or idea, patentable or not, made or conceived by the participant during employment by the Company,relating in any manner to the actual or anticipated business, research or development work of the Company or the failure or refusal to do anything reasonably necessary to enable the Company to secure a patent where appropriate in the United Statesand in other countries; (iv) activity that results in termination of the participant’s employment for cause; (v) a violation of any rules, policies, procedures or guidelines of the Company, including but not limited to the Company’sbusiness conduct or similar guidelines; (vi) any attempt directly or indirectly to induce any employee of the Company to be employed or perform services elsewhere or any attempt directly or indirectly to solicit the trade or business of any currentor prospective 

 

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customer, supplier or partner of the Company; (vii) the participant being convicted of, or entering a guilty plea withrespect to, a crime, whether or not connected with the Company; or (viii) any other conduct or act determined to be injurious, detrimental or prejudicial to any interest of the Company. 

 

(b) **Remedies of the Company.**In connection with subsection 18(a) herein, upon exercise, payment or delivery pursuantto a Option or Right, the participant shall certify in a manner acceptable to the Company that he or she is in compliance with the terms and conditions of the Plan. In the event a participant engages in a Detrimental Activity prior to, or during thesix months after, any exercise, payment or delivery pursuant to an Option or Right, such exercise, payment or delivery may be rescinded within two years thereafter. In the event of any such rescission, the participant shall pay to the Company theamount of any gain realized or payment received as a result of the rescinded exercise, payment or delivery, in such manner and on such terms and conditions as may be required, and the Company shall be entitled to set-off against the amount of anysuch gain any amount owed to the participant by the Company. 

 

Adopted by theBoard of Directors on October 9, 1999. 

 

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