Unassociated Document


    Exhibit
      4.5

     

    
 

    EUROSEAS
      LTD.

    2007
      EQUITY INCENTIVE PLAN

     

     

    ARTICLE
      I.

    General

     

    1.1.           Purpose

     

    The
      Euroseas Ltd. 2007 Equity Incentive Plan (the ”Plan”) is designed to
      provide certain key persons, whose initiative and efforts are deemed to be
      important to the successful conduct of the business of Euroseas Ltd.
      (the ”Company”), with incentives to (a) enter into and remain in the
      service of the Company or its Affiliates (as defined below), (b) acquire a
      proprietary interest in the success of the Company, (c) maximize their
      performance and (d) enhance the long-term performance of the
      Company.

     

    1.2.           Administration

     

    (a)           Administration.  The
      Plan shall be administered by the Company’s Board of Directors (referred to
      herein as the “Board” or the ”Administrator”).  Subject to the
      terms of the Plan and applicable law, and in addition to other express powers
      and authorizations conferred on the Administrator by the Plan, the Administrator
      shall have the full power and authority to: (1) designate the persons to
      receive Awards (as defined below) under the Plan; (2) determine the types
      of Awards granted to a participant under the Plan; (3) determine the number
      of shares to be covered by, or with respect to which payments, rights or other
      matters are to be calculated with respect to, Awards; (4) determine the
      terms and conditions of any Awards; (5) determine whether, and to what
      extent, and under what circumstances, Awards may be settled or exercised in
      cash, shares, other securities, other Awards or other property, or cancelled,
      forfeited or suspended, and the methods by which Awards may be settled,
      exercised, cancelled, forfeited or suspended; (6) determine whether, to
      what extent, and under what circumstances cash, shares, other securities, other
      Awards, other property and other amounts payable with respect to an Award shall
      be deferred, either automatically or at the election of the holder thereof
      or
      the Administrator; (7) construe, interpret and implement the Plan and any
      Award Agreement (as defined below); (8) prescribe, amend, rescind or waive
      rules and regulations relating to the Plan, including rules governing its
      operation; (9) make all determinations necessary or advisable in
      administering the Plan; (10) correct any defect, supply any omission and
      reconcile any inconsistency in the Plan or any Award Agreement; and
      (11) make any other determination and take any other action that the
      Administrator deems necessary or desirable for the administration of the
      Plan.  Unless otherwise expressly provided in the Plan, all
      designations, determinations, interpretations and other decisions under or
      with
      respect to the Plan or any Award shall be within the sole discretion of the
      Administrator, may be made at any time and shall be final, conclusive and
      binding upon all persons.

     

    (b)           General
      Right of Delegation.  Except to the extent prohibited by
      applicable law, the applicable rules of a stock exchange or any charter, by-laws
      or other agreement governing the Administrator, the Administrator may delegate
      all or any part of its responsibilities to any person or persons selected by
      it
      and may revoke any such allocation or delegation at any time.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    (c)           Indemnification.  No
      member of the Administrator or any employee of the Company or its Affiliates
      (each such person, a ”Covered Person”) shall be liable for any action taken
      or omitted to be taken or any determination made in good faith with respect
      to
      the Plan or any Award hereunder.  Each Covered Person shall be
      indemnified and held harmless by the Company against and from (i) any loss,
      cost, liability or expense (including attorneys’ fees) that may be imposed upon
      or incurred by such Covered Person in connection with or resulting from any
      action, suit or proceeding to which such Covered Person may be a party or in
      which such Covered Person may be involved by reason of any action taken or
      omitted to be taken under the Plan or any Award Agreement and (ii) any and
      all
      amounts paid by such Covered Person, with the Company’s approval, in settlement
      thereof, or paid by such Covered Person in satisfaction of any judgment in
      any
      such action, suit or proceeding against such Covered Person; provided
      that the Company shall have the right, at its own expense, to assume and defend
      any such action, suit or proceeding and, once the Company gives notice of its
      intent to assume the defense, the Company shall have sole control over such
      defense with counsel of the Company’s choice.  The foregoing right of
      indemnification shall not be available to a Covered Person to the extent that
      a
      court of competent jurisdiction in a final judgment or other final adjudication,
      in either case not subject to further appeal, determines that the acts or
      omissions of such Covered Person giving rise to the indemnification claim
      resulted from such Covered Person’s bad faith, fraud or willful criminal act or
      omission or that such right of indemnification is otherwise prohibited by law
      or
      by the Company’s Articles of Incorporation or Bylaws.  The foregoing
      right of indemnification shall not be exclusive of any other rights of
      indemnification to which Covered Persons may be entitled under the Company’s
      Articles of Incorporation or Bylaws, as a matter of law, or otherwise, or any
      other power that the Company may have to indemnify such persons or hold them
      harmless.

     

    1.3.           Persons
      Eligible for Awards

     

    The
      persons eligible to receive Awards under the Plan are those officers, directors,
      and executive, managerial, administrative and professional employees (including
      any such prospective officer or employee) of the Company and its Subsidiaries
      and Affiliates and consultants and service providers (including individuals
      who
      are employed by or provide services to any entity that is itself such a
      consultant or service provider) to the Company and its Subsidiaries an
      Affiliates (collectively, “Key Persons”) as the Administrator shall
      select.

     

    1.4.           Types
      of Awards

     

    Awards
      may be made under the Plan in the form of (a) stock options, (b) stock
      appreciation rights, (c) restricted stock, (d) restricted stock units,
      (e) phantom stock units and (f) unrestricted stock, all as more fully
      set forth in the Plan.  The term “Award” means any of the foregoing
      that are granted under the Plan.

     

    1.5.           Shares
      Available for Awards; Adjustments for Changes in
      Capitalization

     

    (a)           Maximum
      Number.  Subject to adjustment as provided in Section 1.5(c),
      the aggregate number of shares of common stock of the Company, par
      value $0.03 (“Common Stock”), with respect to which Awards may at any time
      be granted under the Plan shall be 600,000.  The following shares of
      Common Stock shall again become available for Awards under the Plan:
      (i) any shares that are subject to an Award under the Plan and that remain
      unissued upon the cancellation or termination of such Award for any reason
      whatsoever; (ii) any shares of restricted stock forfeited pursuant to the
      Plan or the applicable Award Agreement; and (iii) any shares in respect of
      which a stock appreciation right, restricted stock unit or phantom stock unit
      is
      settled for cash.

     

    (b)           Source
      of Shares; Certificate Legends.  Shares issued pursuant to the
      Plan may be authorized but unissued Common Stock or treasury
      shares.  The Administrator may direct that any stock certificate
      evidencing shares issued pursuant to the Plan shall bear a legend setting forth
      such restrictions on transferability as may apply to such shares.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    (c)           Adjustments.  (i)  In
      the event that the Administrator
      determines that any dividend or other distribution (whether in the form of
      cash,
      Company shares, other securities or other property), recapitalization, stock
      split, reverse stock split, reorganization, merger, consolidation, split-up,
      spin-off, combination, repurchase or exchange of Company shares or other
      securities of the Company, issuance of warrants or other rights to purchase
      Company shares or other securities of the Company, or other corporate
      transaction or event affects the Company shares such that an adjustment is
      determined by the Administrator to be appropriate or desirable, then the
      Administrator shall, in such manner as it may deem equitable or desirable,
      adjust the number of shares or other securities of the Company (or number and
      kind of other securities or property) with respect to which Awards may be
      granted under the Plan.

     

    (ii)           The
      Administrator is authorized to make adjustments in the terms and conditions
      of,
      and the criteria included in, Awards in recognition of unusual or nonrecurring
      events (including the events described in Section 1.5(c)(i) or the
      occurrence of a Change in Control (as defined below)) affecting the Company,
      any
      Affiliate, or the financial statements of the Company or any Affiliate, or
      of
      changes in applicable rules, rulings, regulations or other requirements of
      any
      governmental body or securities exchange, accounting principles or law, whenever
      the Administrator determines that such adjustments are appropriate or desirable,
      including providing for (A) adjustment to (1) the number of shares or
      other securities of the Company (or number and kind of other securities or
      property) subject to outstanding Awards or to which outstanding Awards relate
      and (2) the Exercise Price (as defined below) with respect to any Award and
      (B) a substitution or assumption of Awards, accelerating the exercisability
      or vesting of, or lapse of restrictions on, Awards, or accelerating the
      termination of Awards by providing for a period of time for exercise prior
      to
      the occurrence of such event, or, if deemed appropriate or desirable, providing
      for a cash payment to the holder of an outstanding Award in consideration for
      the cancellation of such Award (it being understood that, in such event, any
      option or stock appreciation right having a per share Exercise Price equal
      to,
      or in excess of, the Fair Market Value (as defined below) of a share subject
      to
      such option or stock appreciation right may be cancelled and terminated without
      any payment or consideration therefor).

     

    (iii)           In
      the event of (A) a dissolution or liquidation of the Company, (B) a
      sale of all or substantially all the Company’s assets or (C) a merger,
      reorganization or consolidation involving the Company or one of its Subsidiaries
      (as defined below), the Administrator shall have the power to:

     

    (1)  provide
      that outstanding options, stock appreciation rights, phantom stock units and/or
      restricted stock units (including any related dividend equivalent right) shall
      either continue in effect, be assumed or an equivalent award shall be
      substituted therefor by the successor corporation or a “parent corporation” (as
      defined in Section 424(e) of the Internal Revenue Code of 1986, as amended
      (the ”Code”)) or “subsidiary corporation” (as defined in
      Section 424(f) of the Code);

     

    (2)  cancel,
      effective immediately prior to the occurrence of such event, options, stock
      appreciation rights, phantom stock units and/or restricted stock units
      (including each dividend equivalent right related thereto) outstanding
      immediately prior to such event (whether or not then exercisable) and, in full
      consideration of such cancellation, pay to the holder of such Award a cash
      payment in an amount equal to the excess, if any, of the Fair Market Value
      (as
      of a date specified by the Administrator) of the shares subject to such Award
      over the aggregate Exercise Price of such Award (it being understood that,
      in
      such event, (x) any option or stock appreciation right having a per share
      Exercise Price equal to, or in excess of, the Fair Market Value of a share
      subject to such option or stock appreciation right may be cancelled and
      terminated without any payment or consideration therefor and (y) any phantom
      stock unit that by its terms may be cancelled without payment therefor may
      be
      cancelled and terminated without any payment or consideration therefor to the
      extent so provided in the applicable Award Agreement); or

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    (3)  notify
      the holder of an option or stock appreciation right in writing or electronically
      that each option and stock appreciation right shall be fully vested and
      exercisable for a period of 30 days from the date of such notice, or such
      shorter period as the Administrator may determine to be reasonable, and the
      option or stock appreciation right shall terminate upon the expiration of such
      period (which period shall expire no later than immediately prior to the
      consummation of the corporate transaction).

     

    1.6.           Definitions
      of Certain Terms

     

    (a)           The
      “Fair Market Value” of a share of Common Stock on any day shall be the closing
      price on the Nasdaq National Market (or the Over-the-Counter Bulletin Board
      or
      such other market on which the Common Stock is trading, if not trading on the
      Nasdaq National Market), as reported for such day in The Wall Street Journal,
      or, if no such price is reported for such day, the average of the high bid
      and
      low asked price of Common Stock as reported for such day.  If no
      quotation is made for the applicable day, the Fair Market Value of a share
      of
      Common Stock on such day shall be determined in the manner set forth in the
      preceding sentence for the next preceding trading
      day.  Notwithstanding the foregoing, if there is no reported closing
      price or high bid/low asked price that satisfies the preceding sentences, or
      if
      otherwise deemed necessary or appropriate by the Administrator, the Fair Market
      Value of a share of Common Stock on any day shall be determined by such methods
      and procedures as shall be established from time to time by the
      Administrator.  The “Fair Market Value” of any property other than
      Common Stock shall be the fair market value of such property determined by
      such
      methods and procedures as shall be established from time to time by the
      Administrator.

     

    (b)           Unless
      otherwise set forth in an Award Agreement, in connection with a termination
      of
      employment or service or a dismissal from Board membership, for purposes of
      the
      Plan, the term “for Cause” shall be defined as follows:

     

    (i)      if
      there is an employment, severance, consulting, service, change in control or
      other agreement governing the relationship between the grantee, on the one hand,
      and the Company or a Subsidiary or Affiliate, on the other hand, that contains
      a
      definition of “cause” (or similar phrase), for purposes of the Plan, the term
“for Cause” shall mean those acts or omissions that would constitute “cause”
under such agreement; or

     

    (ii)           if
      the preceding clause (i) is not applicable to the grantee, for purposes of
      the Plan, the term “for Cause” shall mean any of the following:

     

    (A)                         any
      failure by the grantee substantially to perform the grantee’s employment or
      consultancy/service or Board membership duties;

     

    (B)                         any
      excessive unauthorized absenteeism by the grantee;

     

    (C)                         any
      refusal by the grantee to obey the lawful orders of the Board or any other
      person to whom the grantee reports;

     

    (D)                         any
      act or omission by the grantee that is or may be injurious to the Company or
      any
      Affiliate, whether monetarily, reputationally or otherwise;

     

    (E)                         any
      act by the grantee that is inconsistent with the best interests of the Company
      or any Affiliate;

     

    (F)                         the
      grantee’s gross negligence that is injurious to the Company or any Affiliate,
      whether monetarily, reputationally or otherwise;

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    (G)                         the
      grantee’s material violation of any of the policies of the Company, a Subsidiary
      or Affiliate, as applicable, including, without limitation, those policies
      relating to discrimination or sexual harassment;

     

    (H)                         the
      grantee’s material breach of his or her employment or service contract with the
      Company or any Affiliate;

     

    (I)                         the
      grantee’s unauthorized (1) removal from the premises of the Company or an
      Affiliate of any document (in any medium or form) relating to the Company or
      an
      Affiliate or the customers or clients of the Company or an Affiliate or
      (2) disclosure to any person or entity of any of the Company’s, or any
      Affiliate’s, confidential or proprietary information;

     

    (J)                         the
      grantee’s being convicted of, or entering a plea of guilty or nolo contendere
      to, any crime that constitutes a felony or involves moral turpitude;
      and

     

    (K)                         the
      grantee’s commission of any act involving dishonesty or fraud.

     

    Any
      rights the Company or its Affiliates may have under the Plan in respect of
      the
      events giving rise to a termination or dismissal “for Cause” shall be in
      addition to any other rights the Company or its Affiliates may have under any
      other agreement with a grantee or at law or in equity.  Any
      determination of whether a grantee’s employment, consultancy/service
      relationship or Board membership is (or is deemed to have been) terminated
“for
      Cause” shall be made by the Administrator.  If, subsequent to a
      grantee’s voluntary termination of employment or consultancy/service
      relationship or voluntarily resignation from the Board or involuntary
      termination of employment or consultancy/service relationship without Cause
      or
      removal from the Board other than “for Cause”, it is discovered that the
      grantee’s employment or consultancy/service relationship or Board membership
      could have been terminated “for Cause”, the Administrator may deem such
      grantee’s employment or consultancy/service relationship or Board membership to
      have been terminated “for Cause” upon such discovery and determination by the
      Administrator.

     

    (c)           “Affiliate”
      shall mean (i) any entity that, directly or indirectly, is controlled by,
      controls or is under common control with, the Company, (ii) any entity in
      which the Company has a significant equity interest and (iii) Eurobulk Ltd.,
      Eurochart S.A. and any other entity controlled by the Pittas family, in each
      case as determined by the Administrator.

     

    (d)           “Subsidiary”
      shall mean any entity in which the Company, directly or indirectly, has a 50%
      or
      more equity interest.

     

    (e)           “Exercise
      Price” shall mean (i) in the case of options, the price specified in the
      applicable Award Agreement as the price-per-share at which such share can be
      purchased pursuant to the option or (ii) in the case of stock appreciation
      rights, the price specified in the applicable Award Agreement as the reference
      price-per-share used to calculate the amount payable to the
      grantee.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    ARTICLE
      II.

    Awards
      Under The Plan

     

    2.1.           Agreements
      Evidencing Awards

     

    Each
      Award granted under the Plan shall be evidenced by a written certificate (“Award
      Agreement”), which shall contain such provisions as the Administrator may deem
      necessary or desirable and which may, but need not, require execution or
      acknowledgment by a grantee.  The Award shall be subject to all of the
      terms and provisions of the Plan and the applicable Award
      Agreement.

     

    2.2.           Grant
      of Stock Options and Stock Appreciation Rights

     

    (a)           Stock
      Option Grants.  The Administrator may grant stock options
      (“options”) to purchase shares of Common Stock from the Company to such Key
      Persons, and in such amounts and subject to such vesting and forfeiture
      provisions and other terms and conditions, as the Administrator shall determine,
      subject to the provisions of the Plan.  No option will be treated as
      an “incentive stock option” for purposes of the Code.  The
      Administrator shall not grant an Award in the form of stock options or stock
      appreciation rights to an individual who is then subject to the requirements
      of
      Section 409A of the Code, with respect to Award if the Common Stock (as
      defined below) underlying such Award does not then qualify as “service recipient
      stock” for purposes of Section 409A.

     

    (b)           Option
      Exercise Price.  Each Award Agreement with respect to an option
      shall set forth the Exercise Price of such Award and, unless otherwise
      specifically provided in the Award Agreement, the Exercise Price of an option
      shall equal the Fair Market Value of a share of Common Stock on the date of
      grant; provided that in no event may such Exercise Price be less than the
      greater of (i) the Fair Market Value of a share of Common Stock on the date
      of grant and (ii) the par value of a share of Common Stock.

     

    (c)           Stock
      Appreciation Right Grants; Types of Stock Appreciation
Rights.  The Administrator may grant stock appreciation
      rights to such Key Persons, and in such amounts and subject to such vesting
      and
      forfeiture provisions and other terms and conditions, as the Administrator
      shall
      determine, subject to the provisions of the Plan.  The terms of a
      stock appreciation right may provide that it shall be automatically exercised
      for a payment upon the happening of a specified event that is outside the
      control of the grantee and that it shall not be otherwise
      exercisable.  Stock appreciation rights may be granted in connection
      with all or any part of, or independently of, any option granted under the
      Plan.

     

    (d)           Nature
      of Stock Appreciation Rights.  The grantee of a stock appreciation
      right shall have the right, subject to the terms of the Plan and the applicable
      Award Agreement, to receive from the Company an amount equal to (i) the
      excess of the Fair Market Value of a share of Common Stock on the date of
      exercise of the stock appreciation right over the Exercise Price of the stock
      appreciation right, multiplied by (ii) the number of shares with respect to
      which the stock appreciation right is exercised.  Each Award Agreement
      with respect to a stock appreciation right shall set forth the Exercise Price
      of
      such Award and, unless otherwise specifically provided in the Award Agreement,
      the Exercise Price of a stock appreciation right shall equal the Fair Market
      Value of a share of Common Stock on the date of grant; provided that in
      no event may such Exercise Price be less than the greater of (A) the Fair
      Market Value of a share of Common Stock on the date of grant and (B) the
      par value of a share of Common Stock.  Payment upon exercise of a
      stock appreciation right shall be in cash or in shares of Common Stock (valued
      at their Fair Market Value on the date of exercise of the stock appreciation
      right) or any combination of both, all as the Administrator shall
      determine.  Upon the exercise of a stock appreciation right granted in
      connection with an option, the number of shares subject to the option shall
      be
      reduced by the number of shares with respect to which the stock appreciation
      right is exercised.  Upon the exercise of an option in connection with
      which a stock appreciation right has been granted, the number of shares subject
      to the stock appreciation right shall be reduced by the number of shares with
      respect to which the option is exercised.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    2.3.           Exercise
      of Options and Stock Appreciation Rights

     

    Subject
      to the other provisions of this Article II and the Plan, each option and
      stock appreciation right granted under the Plan shall be exercisable as
      follows:

     

    (a)           Timing
      and Extent of Exercise.  Options and stock appreciation rights
      shall be exercisable at such times and under such conditions as determined
      by
      the Administrator and set forth in the corresponding Award Agreement, but in
      no
      event shall any portion of such Award be exercisable subsequent to the tenth
      anniversary of the date on which such Award was granted.  Unless the
      applicable Award Agreement otherwise provides, an option or stock appreciation
      right may be exercised from time to time as to all or part of the shares as
      to
      which such Award is then exercisable.

     

    (b)           Notice
      of Exercise.  An option or stock appreciation right shall be
      exercised by the filing of a written notice with the Company or the Company’s
      designated exchange agent (the “Exchange Agent”), on such form and in such
      manner as the Administrator shall prescribe.

     

    (c)           Payment
      of Exercise Price.  Any written notice of exercise of an option
      shall be accompanied by payment for the shares being purchased.  Such
      payment shall be made: (i) by certified or official bank check (or the
      equivalent thereof acceptable to the Company or its Exchange Agent) for the
      full
      option Exercise Price; (ii) with the consent of the Administrator, which
      consent shall be given or withheld in the sole discretion of the Administrator,
      by delivery of shares of Common Stock having a Fair Market Value (determined
      as
      of the exercise date) equal to all or part of the option Exercise Price and
      a
      certified or official bank check (or the equivalent thereof acceptable to the
      Company or its Exchange Agent) for any remaining portion of the full option
      Exercise Price; or (iii) at the sole discretion of the Administrator and to
      the
      extent permitted by law, by such other provision, consistent with the terms
      of
      the Plan, as the Administrator may from time to time prescribe (whether directly
      or indirectly through the Exchange Agent).

     

    (d)           Delivery
      of Certificates Upon Exercise.  Subject to Sections 3.2, 3.4
      and 3.13, promptly after receiving payment of the full option Exercise
      Price, or after receiving notice of the exercise of a stock appreciation right
      for which the Administrator determines payment will be made partly or entirely
      in shares, the Company or its Exchange Agent shall (i) deliver to the grantee,
      or to such other person as may then have the right to exercise the Award, a
      certificate or certificates for the shares of Common Stock for which the Award
      has been exercised or, in the case of stock appreciation rights, for which
      the
      Administrator determines will be made in shares or (ii) establish an account
      evidencing ownership of the stock in uncertificated form.  If the
      method of payment employed upon an option exercise so requires, and if
      applicable law permits, an optionee may direct the Company or its Exchange
      Agent, as the case may be, to deliver the stock certificate(s) to the optionee’s
      stockbroker.

     

    (e)           No
      Stockholder Rights.  No grantee of an option or stock appreciation
      right (or other person having the right to exercise such Award) shall have
      any
      of the rights of a stockholder of the Company with respect to shares subject
      to
      such Award until the issuance of a stock certificate to such person for such
      shares.  Except as otherwise provided in Section 1.5(c), no
      adjustment shall be made for dividends, distributions or other rights (whether
      ordinary or extraordinary, and whether in cash, securities or other property)
      for which the record date is prior to the date such stock certificate is
      issued.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    2.4.           Termination
      of Employment; Death Subsequent to a Termination of
      Employment

     

    (a)           General
      Rule.  Except to the extent otherwise provided in
      paragraphs (b), (c), (d), (e) or (f) of this Section 2.4 or
      Section 3.5(b)(iii), a grantee who incurs a termination of employment or
      consultancy/service relationship or dismissal from the Board may exercise any
      outstanding option or stock appreciation right on the following terms and
      conditions: (i) exercise may be made only to the extent that the grantee
      was entitled to exercise the Award on the date of termination of employment
      or
      consultancy/service relationship or dismissal from the Board, as applicable;
      and
      (ii) exercise must occur within three months after termination of
      employment or consultancy/service relationship or dismissal from the Board
      but
      in no event after the original expiration date of the Award.

     

    (b)           Dismissal
      “for Cause”.  If a grantee incurs a termination of employment or
      consultancy/service relationship or dismissal from the Board “for Cause”, all
      options and stock appreciation rights not theretofore exercised shall
      immediately terminate upon the grantee’s termination of employment or
      consultancy/service relationship or dismissal from the Board.

     

    (c)           Retirement.  If
      a grantee incurs a termination of employment or consultancy/service relationship
      or dismissal from the Board as the result of his or her retirement (as defined
      below), then any outstanding option or stock appreciation right shall, to the
      extent exercisable at the time of such retirement, remain exercisable for a
      period of three years after such retirement; provided that in no event
      may such option or stock appreciation right be exercised following the original
      expiration date of the Award.  For this purpose, “retirement” shall
      mean a grantee’s resignation of employment or consultancy/service relationship
      or dismissal from the Board, with the Company’s or Affiliate’s prior consent, on
      or after (i) his or her 65th birthday, (ii) the date on which he or
      she has attained age 60 and completed at least five years of service with
      the Company or Affiliate (using any method of calculation the Administrator
      deems appropriate) or (iii) if approved by the Administrator, on or after
      his or her having completed at least 20 years of service with the Company
      or Affiliate (using any method of calculation the Administrator deems
      appropriate).

     

    (d)           Disability.  If
      a grantee incurs a termination of employment or consultancy/service relationship
      or a dismissal from the Board by reason of a disability (as defined below),
      then
      any outstanding option or stock appreciation right shall, to the extent
      exercisable at the time of such termination or dismissal, remain exercisable
      for
      a period of one year after such termination or dismissal of employment;
provided that in no event may such option or stock appreciation right be
      exercised following the original expiration date of the Award.  For
      this purpose, “disability” shall mean any physical or mental condition that
      would qualify the grantee for a disability benefit under the long-term
      disability plan maintained by the Company or a Subsidiary or Affiliate, as
      applicable, or, if there is no such plan, a physical or mental condition that
      prevents the grantee from performing the essential functions of the grantee’s
      position (with or without reasonable accommodation) for a period of six
      consecutive months.  The existence of a disability shall be determined
      by the Administrator.

     

    (e)           Death.

     

    (i)      Termination
      of Employment as a Result of Grantee’s Death.  If a grantee
      incurs a termination of employment or consultancy/service relationship or leaves
      the Board as the result of his or her death, then any outstanding option or
      stock appreciation right shall, to the extent exercisable at the time of such
      death, remain exercisable for a period of one year after such death;
provided that in no event may such option or stock appreciation right be
      exercised following the original expiration date of the Award.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    (ii)         Restrictions
      on Exercise Following Death.  Any such exercise of an Award
      following a grantee’s death shall be made only by the grantee’s executor or
      administrator or other duly appointed representative reasonably acceptable
      to
      the Administrator, unless the grantee’s will specifically disposes of such
      Award, in which case such exercise shall be made only by the recipient of such
      specific disposition.  If a grantee’s personal representative or the
      recipient of a specific disposition under the grantee’s will shall be entitled
      to exercise any Award pursuant to the preceding sentence, such representative
      or
      recipient shall be bound by all the terms and conditions of the Plan and the
      applicable Award Agreement which would have applied to the grantee.

     

    (f)           Administrator
      Discretion.  The Administrator, in the applicable Award Agreement,
      may waive or modify the application of the foregoing provisions of this
      Section 2.4.

     

    2.5.           Transferability
      of Options and Stock Appreciation Rights

     

    Except
      as otherwise provided in an applicable Award Agreement evidencing an option
      or
      stock appreciation right, during the lifetime of a grantee, each such Award
      granted to a grantee shall be exercisable only by the grantee, and no such
      Award
      shall be assignable or transferable other than by will or by the laws of descent
      and distribution.  The Administrator may, in any applicable Award
      Agreement evidencing an option or stock appreciation right, permit a grantee
      to
      transfer all or some of the options or stock appreciation rights to (a) the
      grantee’s spouse, children or grandchildren (“Immediate Family Members”),
      (b) a trust or trusts for the exclusive benefit of such Immediate Family
      Members or (c) other parties approved by the
      Administrator.  Following any such transfer, any transferred options
      and stock appreciation rights shall continue to be subject to the same terms
      and
      conditions as were applicable immediately prior to the transfer.

     

    2.6.           Grant
      of Restricted Stock

     

    (a)           Restricted
      Stock Grants.  The Administrator may grant restricted shares of
      Common Stock to such Key Persons, in such amounts and subject to such vesting
      and forfeiture provisions and other terms and conditions as the Administrator
      shall determine, subject to the provisions of the Plan.  A grantee of
      a restricted stock Award shall have no rights with respect to such Award unless
      such grantee accepts the Award within such period as the Administrator shall
      specify by accepting delivery of a restricted stock Award Agreement in such
      form
      as the Administrator shall determine.

     

    (b)           Issuance
      of Stock Certificate.  Promptly after a grantee accepts a
      restricted stock Award in accordance with Section 2.6(a), subject to
      Sections 3.2, 3.4 and 3.13, the Company or its Exchange Agent shall issue
      to the grantee a stock certificate or stock certificates for the shares of
      Common Stock covered by the Award or shall establish an account evidencing
      ownership of the stock in uncertificated form.  Upon the issuance of
      such stock certificates, or establishment of such account, the grantee shall
      have the rights of a stockholder with respect to the restricted stock, subject
      to: (i) the nontransferability restrictions and forfeiture provision
      described in the Plan (including paragraphs (d) and (e) of this
      Section 2.6); (ii) in the Administrator’s sole discretion, a
      requirement, as set forth in the Award Agreement, that any dividends paid on
      such shares shall be held in escrow and , unless otherwise determined by the
      Administrator, shall remain forfeitable until all restrictions on such shares
      have lapsed; and (iii) any other restrictions and conditions contained in
      the applicable Award Agreement.

     

    (c)           Custody
      of Stock Certificate.  Unless the Administrator shall otherwise
      determine, any stock certificates issued evidencing shares of restricted stock
      shall remain in the possession of the Company until such shares are free of
      any
      restrictions specified in the applicable Award Agreement.  The
      Administrator may direct that such stock certificates bear a legend setting
      forth the applicable restrictions on transferability.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    (d)           Nontransferability.  Shares
      of restricted stock may not be sold, assigned, transferred, pledged or otherwise
      encumbered or disposed of prior to the lapsing of all restrictions thereon,
      except as otherwise specifically provided in this Plan or the applicable Award
      Agreement.  The Administrator at the time of grant shall specify the
      date or dates (which may depend upon or be related to the attainment of
      performance goals and other conditions) on which the nontransferability of
      the
      restricted stock shall lapse.

     

    (e)           Consequence
      of Termination of Employment.  A grantee’s termination of
      employment or consultancy/service relationship or dismissal from the Board
      for
      any reason (including death) shall cause the immediate forfeiture of all shares
      of restricted stock that have not yet vested as of the date of such termination
      of employment or consultancy/service relationship or dismissal from the
      Board.  Unless otherwise determined by the Administrator, all
      dividends paid on such shares that have not theretofore been directly remitted
      to the grantee shall also be forfeited, whether by termination of any escrow
      arrangement under which such dividends are held or otherwise.  The
      Administrator, in the applicable Award Agreement, may waive or modify the
      application of the foregoing provisions of this
      Section 2.6(e).

     

    2.7.           Grant
      of Restricted Stock Units

     

    (a)           Restricted
      Stock Unit Grants.  The Administrator may grant restricted stock
      units to such Key Persons, and in such amounts and subject to such vesting
      and
      forfeiture provisions and other terms and conditions, as the Administrator
      shall
      determine, subject to the provisions of the Plan.  A restricted stock
      unit granted under the Plan shall confer upon the grantee a right to receive
      from the Company, upon the occurrence of such vesting event as shall be
      determined by the Administrator and specified in the Award Agreement, the number
      of such grantee’s restricted stock units that vest upon the occurrence of such
      vesting event multiplied by the Fair Market Value of a share of Common Stock
      on
      the date of vesting.  Payment upon vesting of a restricted stock unit
      shall be in cash or in shares of Common Stock (valued at their Fair Market
      Value
      on the date of vesting) or both, all as the Administrator shall
      determine.

     

    (b)           Dividend
      Equivalents.  The Administrator may include in any Award Agreement
      with respect to a restricted stock unit a dividend equivalent right entitling
      the grantee to receive amounts equal to the ordinary dividends that would be
      paid, during the time such Award is outstanding and unvested, on the shares
      of
      Common Stock underlying such Award if such shares were then
      outstanding.  In the event such a provision is included in a Award
      Agreement, the Administrator shall determine whether such payments shall be
      (i) paid to the holder of the Award, as specified in the Award Agreement,
      either (A) at the same time as the underlying dividends are paid,
      regardless of the fact that the restricted stock unit has not theretofore
      vested, or (B) at the time at which the Award’s vesting event occurs,
      conditioned upon the occurrence of the vesting event, (ii) made in cash,
      shares of Common Stock or other property and (iii) subject to such other
      vesting and forfeiture provisions and other terms and conditions as the
      Administrator shall deem appropriate and as shall set forth in the Award
      Agreement.

     

    (c)           Consequence
      of Termination of Employment.  A grantee’s termination of
      employment or consultancy/service relationship or dismissal from the Board
      for
      any reason (including death) shall cause the immediate forfeiture of all
      restricted stock units that have not yet vested as of the date of such
      termination of employment or consultancy/service relationship or dismissal
      from
      the Board.  Unless otherwise determined by the Administrator, any
      dividend equivalent rights that have not theretofore been directly remitted
      to
      the grantee shall also be forfeited, whether by termination of any escrow
      arrangement under which such dividends are held or otherwise.  The
      Administrator, in the applicable Award Agreement, may waive or modify the
      application of the foregoing provisions of this
      Section 2.7(c).

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    (d)           No
      Stockholder Rights.  No grantee of a restricted stock unit shall
      have any of the rights of a stockholder of the Company with respect to such
      Award unless and until a stock certificate is issued with respect to such Award
      upon the vesting of such Award (it being understood that the Administrator
      shall
      determine whether to pay any vested restricted stock unit in the form of cash
      or
      Company shares or both), which issuance shall be subject to Sections 3.2,
      3.4 and 3.13.  Except as otherwise provided in Section 1.5(c), no
      adjustment to any restricted stock unit shall be made for dividends,
      distributions or other rights (whether ordinary or extraordinary, and whether
      in
      cash, securities or other property) for which the record date is prior to the
      date such stock certificate, if any, is issued.

     

    (e)           Transferability
      of Restricted Stock Units.  Except as otherwise provided in an
      applicable Award Agreement evidencing a restricted stock unit, no restricted
      stock unit granted under the Plan shall be assignable or
      transferable.  The Administrator may, in any applicable Award
      Agreement evidencing a restricted stock unit, permit a grantee to transfer
      all
      or some of the restricted stock units to (i) the grantee’s Immediate Family
      Members, (ii) a trust or trusts for the exclusive benefit of such Immediate
      Family Members or (iii) other parties approved by the
      Administrator.  Following any such transfer, any transferred
      restricted stock units shall continue to be subject to the same terms and
      conditions as were applicable immediately prior to the transfer.

     

    2.8.           Grant
      of Unrestricted Stock

     

    The
      Administrator may grant (or sell at a purchase price at least equal to par
      value) shares of Common Stock free of restrictions under the Plan to such Key
      Persons and in such amounts and subject to such forfeiture provisions as the
      Administrator shall determine.  Shares may be thus granted or sold in
      respect of past services or other valid consideration.

     

    2.9.           Grant
      of Phantom Stock Units

     

    (a)           Phantom
      Stock Unit Grants.  The Administrator may grant phantom stock
      units to such Key Persons, in such amounts, and subject to such vesting and
      forfeiture provisions and other terms and conditions, as the Administrator
      shall
      determine, subject to the provisions of the Plan.  Each phantom stock
      unit shall represent a notional share of Common Stock.  No grantee of
      a phantom stock unit shall have any rights of stockholder of the Company with
      respect to such Award unless and until the Award is cancelled in exchange for
      shares of Common Stock, which issuance of shares shall be subject to
      Sections 3.2, 3.4 and 3.13.  Holders of phantom stock units shall
      not (i) be entitled to any voting rights with respect to any phantom stock
      units and (ii) be entitled, by reason of holding any phantom stock unit, to
      any distributions payable to shareholders of Common Stock; provided, however,
      that the Administrator may provide that the phantom stock unit shall be entitled
      to receive dividend equivalent rights, on such terms and conditions as the
      Administrator shall determine.  The Administrator may determine that
      the phantom stock unit may be cancelled on such terms and conditions as set
      forth in the applicable Award Agreement, including (1) for no payment,
      (2) in exchange for a cash payment or (3) in exchange for shares of
      Common Stock.

     

    (b)           Other
      Provisions.  Phantom stock units may be made independently of or in
      connection with any other Award under the Plan.  A grantee of a
      phantom stock unit Award shall have no rights with respect to such Award unless
      such grantee accepts the Award within such period as the Administrator shall
      specify by accepting delivery of a phantom stock unit Award Agreement in such
      form as the Administrator shall determine.

     

    (c)           Nontransferability.  Phantom
      stock units may not be sold, assigned, transferred, pledged or otherwise
      encumbered or disposed of except as otherwise specifically provided in this
      Plan
      or the applicable phantom stock unit Award Agreement.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    (d)           Grants
      to U.S. Taxpayers.  No grant of a phantom stock unit Award to an
      individual who is then subject to the requirements of Section 409A of the
      Code shall be made under the Plan unless the Award, by its terms, is exempt
      from
      Section 409A of the Code or otherwise complies with
      Section 409A.

     

     

    ARTICLE
      III.

    Miscellaneous

     

    3.1.           Amendment
      of the Plan; Modification of Awards

     

    (a)           Amendment
      of the Plan.  The Board may from time to time suspend,
      discontinue, revise or amend the Plan in any respect whatsoever, except that
      no
      such amendment shall materially impair any rights or materially increase any
      obligations under any Award theretofore made under the Plan without the consent
      of the grantee (or, upon the grantee’s death, the person having the right to
      exercise the Award).  For purposes of this Section 3.1, any
      action of the Board that in any way alters or affects the tax treatment of
      any
      Award shall not be considered to materially impair any rights of any
      grantee.

     

    (b)           Stockholder
      Approval Requirement.  The Company is a “foreign private issuer”
as defined in the rules of the SEC.  Unless the Company continues to
      be a “foreign private issuer,” stockholder approval shall be required with
      respect to any amendment to the Plan that (i) expands the types of Awards
      available under the Plan, (ii) materially increases the number of shares
      which may be issued under the Plan, except as permitted pursuant to
      Section 1.5(c), (iii) materially increases the benefits to
      participants under the Plan, including any material change to (A) permit,
      or that has the effect of, a “re-pricing” of any outstanding Award,
      (B) reduce the price at which shares or options to purchase shares may be
      offered or (C) extends the duration of the Plan or (iv) materially
      expands the class of persons eligible to receive Awards under the
      Plan.

     

    (c)           Modification
      of Awards.  The Administrator may cancel any Award under the
      Plan.  The Administrator also may amend any outstanding Award
      Agreement, including, without limitation, by amendment which would:
      (i) accelerate the time or times at which the Award becomes unrestricted,
      vested or may be exercised; (ii) waive or amend any goals, restrictions or
      conditions set forth in the Award Agreement; or (iii) waive or amend the
      operation of Section 2.4, 2.6(e) or 2.7(c) with respect to the termination
      of the Award upon termination of employment or consultancy/service relationship
      or dismissal from the Board.  However, any such cancellation or
      amendment that materially impairs the rights or materially increases the
      obligations of a grantee under an outstanding Award shall be made only with
      the
      consent of the grantee (or, upon the grantee’s death, the person having the
      right to exercise the Award).  In making any modification to an Award
      (e.g., an amendment resulting in a direct or indirect reduction in the
      Exercise Price or a waiver or modification under Section 2.4(f), 2.6(e) or
      2.7(c)), the Administrator may consider the implications under Section 409A
      of
      the Code from such modification.

     

    3.2.           Consent
      Requirement

     

    (a)           No
      Plan Action Without Required Consent.  If the Administrator shall
      at any time determine that any Consent (as defined below) is necessary or
      desirable as a condition of, or in connection with, the granting of any Award
      under the Plan, the issuance or purchase of shares or other rights thereunder,
      or the taking of any other action thereunder (each such action being hereinafter
      referred to as a “Plan Action”), then such Plan Action shall not be taken, in
      whole or in part, unless and until such Consent shall have been effected or
      obtained to the full satisfaction of the Administrator.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    (b)           Consent
      Defined.  The term “Consent” as used herein with respect to any
      Plan Action means (i) any and all listings, registrations or qualifications
      in respect thereof upon any securities exchange or under any federal, state
      or
      local law, rule or regulation, (ii) any and all written agreements and
      representations by the grantee with respect to the disposition of shares, or
      with respect to any other matter, which the Administrator shall deem necessary
      or desirable to comply with the terms of any such listing, registration or
      qualification or to obtain an exemption from the requirement that any such
      listing, qualification or registration be made and (iii) any and all
      consents, clearances and approvals in respect of a Plan Action by any
      governmental or other regulatory bodies.

     

    3.3.           Nonassignability

     

    Except
      as provided in Section 2.4(e), 2.5, 2.6(d), 2.7(e)
      or 2.9(c), (a) no Award or right
      granted to any person under the Plan or under any Award Agreement shall be
      assignable or transferable other than by will or by the laws of descent and
      distribution and (b) all rights granted under the Plan or any Award
      Agreement shall be exercisable during the life of the grantee only by the
      grantee or the grantee’s legal representative or the grantee’s permissible
      successors or assigns (as authorized and determined by the
      Administrator).  All terms and conditions of the Plan and the
      applicable Award Agreements will be binding upon any permitted successors or
      assigns.

     

    3.4.           Taxes

     

    (a)           Withholding.  A
      grantee or other Award holder under the Plan shall be required to pay, in cash,
      to the Company, and the Company and Affiliates shall have the right and are
      hereby authorized to withhold from any Award, from any payment due or transfer
      made under any Award or under the Plan or from any compensation or other amount
      owing to such grantee or other Award holder, the amount of any applicable
      withholding taxes in respect of an Award, its grant, its exercise, its vesting,
      or any payment or transfer under an Award or under the Plan, and to take such
      other action as may be necessary in the opinion of the Company to satisfy all
      obligations for payment of such taxes.  Whenever shares of Common
      Stock are to be delivered pursuant to an Award under the Plan, with the approval
      of the Administrator, which the Administrator shall have sole discretion whether
      or not to give, the grantee may satisfy the foregoing condition by electing
      to
      have the Company withhold from delivery shares having a value equal to the
      amount of minimum tax required to be withheld.  Such shares shall be
      valued at their Fair Market Value as of the date on which the amount of tax
      to
      be withheld is determined.  Fractional share amounts shall be settled
      in cash.  Such a withholding election may be made with respect to all
      or any portion of the shares to be delivered pursuant to an Award as may be
      approved by the Administrator in its sole discretion.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    (b)           Liability
      for Taxes.  Grantees and holders of Awards are solely responsible
      and liable for the satisfaction of all taxes and penalties that may arise in
      connection with Awards (including, without limitation, any taxes arising under
      Section 409A of the Code) and the Company shall not have any obligation to
      indemnify or otherwise hold any such person harmless from any or all of such
      taxes.  The Administrator shall have the discretion to organize any
      deferral program, to require deferral election forms, and to grant or,
      notwithstanding anything to the contrary in the Plan or any Award Agreement,
      to
      unilaterally modify any Award in a manner that (i) conforms with the
      requirements of Section 409A of the Code (to the extent applicable),
      (ii) voids any participant election to the extent it would violate
      Section 409A of the Code (to the extent applicable) and (iii) for any
      distribution event or election that could be expected to violate
      Section 409A of the Code, make the distribution only upon the earliest of
      the first to occur of a “permissible distribution event” within the meaning of
      Section 409A of the Code or a distribution event that the participant
      elects in accordance with Section 409A of the
      Code.  Notwithstanding anything to the contrary contained in the Plan
      or in any Award Agreement, to the extent the Administrator determines that
      the
      Plan or any Award is subject to Section 409A of the Code and fails to
      comply with the requirements of Section 409A of the Code, the Administrator
      reserves the right to amend or terminate the Plan and/or amend, restructure,
      terminate or replace the Award in order to cause the Award to either not be
      subject to Section 409A of the Code or to comply with the applicable
      provisions of such section.  The Administrator shall have the sole
      discretion to interpret the requirements of the Code, including, without
      limitation, Section 409A, for purposes of the Plan and all
      Awards.

     

    3.5.           Change
      in Control

     

    (a)           Change
      in Control Defined.  For purposes of the Plan, “Change in Control”
shall mean the occurrence of any of the following:

     

    (i)      any
      “person” (as defined in Section 13(d)(3) of the Securities Exchange Act of
      1934, as amended (the “1934 Act”)), corporation or other entity (other than
      (A) the Company, (B) any trustee or other fiduciary holding securities
      under an employee benefit plan of the Company or an Affiliate, (C) any
      company or other entity owned, directly or indirectly, by the holders of the
      voting stock of the Company in substantially the same proportions as their
      ownership of the aggregate voting power of the capital stock ordinarily entitled
      to elect directors of the Company or (D) any entity which Aristides J.
      Pittas or the Pittas family directly or indirectly “controls” (as defined in
      Rule 12b-2 under the 1934 Act)) acquires “beneficial ownership” (as
      defined in Rule 13d-3 under the 1934 Act), directly or indirectly, of
      more than 50% of the aggregate voting power of the capital stock ordinarily
      entitled to elect directors of the Company;

     

    (ii)           the
      sale of all or substantially all the Company’s assets in one or more related
      transactions to any “person” (as defined in Section 13(d)(3) of the 1934
      Act), other than such a sale (A) to a Subsidiary which does not involve a
      change in the equity holdings of the Company, (B) to an entity which
      Aristides J. Pittas or the Pittas family directly or indirectly controls or
      (C) to an entity which has acquired all or substantially all the Company’s
      assets (any such entity described in clause (A), (B) or (C), the “Acquiring
      Entity”) if, immediately following such sale, 50% or more of the aggregate
      voting power of the capital stock ordinarily entitled to elect directors of
      the
      Acquiring Entity (or, if applicable, the ultimate parent entity that directly
      or
      indirectly has beneficial ownership of more than 50% of the aggregate voting
      power of the capital stock ordinarily entitled to elect directors of the
      Acquiring Entity) is beneficially owned by the holders of the voting stock
      of
      the Company, and such voting power among the persons who were holders of the
      voting stock of the Company immediately prior to such sale is, immediately
      following such sale, held in substantially the same proportions as the aggregate
      voting power of the capital stock ordinarily entitled to elect directors of
      the
      Company immediately prior to such sale;

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    (iii)           any
      merger, consolidation, reorganization or similar event of the Company or any
      Subsidiary as a result of which the holders of the voting stock of the Company
      immediately prior to such merger, consolidation, reorganization or similar
      event
      do not directly or indirectly hold 50% or more of the aggregate voting power
      of
      the capital stock of the surviving entity (or, if applicable, the ultimate
      parent entity that directly or indirectly has beneficial ownership of more
      than
      50% of the aggregate voting power of the capital stock ordinarily entitled
      to
      elect directors of the surviving entity) and such voting power among the persons
      who were holders of the voting stock of the Company immediately prior to such
      sale is, immediately following such sale, held in substantially the same
      proportions as the aggregate voting power of the capital stock ordinarily
      entitled to elect directors of the Company immediately prior to such
      sale;

     

    (iv)           the
      approval by the Company’s stockholders of a plan of complete liquidation or
      dissolution of the Company; or

     

    (v)           during
      any period of 24 consecutive calendar months, individuals:

     

    
      	
               

            	
              (A)

            	
              who
                were directors of the Company on the first day of such period,
                or

            


    

     

    
      	
               

            	
              (B)

            	
              whose
                election or nomination for election to the Board was recommended
                or
                approved by at least a majority of the directors then still in office
                who
                were directors of the Company on the first day of such period, or
                whose
                election or nomination for election were so
                approved,

            


    

     

    shall
      cease to constitute a majority of the Board.

     

    Notwithstanding
      the foregoing, for each Award subject to Section 409A of the Code, a Change
      in Control shall be deemed to occur under this Plan with respect to such Award
      only if a change in the ownership or effective control of the Company or a
      change in the ownership of a substantial portion of the assets of the Company
      shall also be deemed to have occurred under Section 409A, provided
      that such limitation shall apply to such Award only to the extent necessary
      to
      avoid adverse tax effects under Section 409A of the Code.

     

    (b)           Effect
      of a Change in Control.  Unless the Administrator provides
      otherwise in a Award Agreement, upon the occurrence of a Change in
      Control:

     

    (i)      notwithstanding
      any other provision of this Plan, any Award then outstanding shall become fully
      vested and any Award in the form of an option or stock appreciation right shall
      be immediately exercisable;

     

    (ii)           to
      the extent permitted by law and not otherwise limited by the terms of the Plan,
      the Administrator may amend any Award Agreement in such manner as it deems
      appropriate;

     

    (iii)           a
      grantee who incurs a termination of employment or consultancy/service
      relationship or dismissal from the Board for any reason, other than a
      termination or dismissal “for Cause”, concurrent with or within one year
      following the Change in Control may exercise any outstanding option or stock
      appreciation right, but only to the extent that the grantee was entitled to
      exercise the Award on the date of his or her termination of employment or
      consultancy/service relationship or dismissal from the Board, until the earlier
      of (A) the original expiration date of the Award and (B) the later of
      (x) the date provided for under the terms of Section 2.4 without
      reference to this Section 3.5(b)(iii) and (y) the first anniversary of
      the grantee’s termination of employment or consultancy/service relationship or
      dismissal from the Board.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    (c)           Miscellaneous.  Whenever
      deemed appropriate by the Administrator, any action referred to in
      paragraph (b)(ii) of this Section 3.5 may be made conditional upon the
      consummation of the applicable Change in Control transaction.

     

    3.6.           Operation
      and Conduct of Business

     

    Nothing
      in the Plan or any Award Agreement shall be construed as limiting or preventing
      the Company or any Affiliate from taking any action with respect to the
      operation and conduct of their business that they deem appropriate or in their
      best interests, including any or all adjustments, recapitalizations,
      reorganizations, exchanges or other changes in the capital structure of the
      Company or any Affiliate, any merger or consolidation of the Company or any
      Affiliate, any issuance of Company shares or other securities or subscription
      rights, any issuance of bonds, debentures, preferred or prior preference stock
      ahead of or affecting the Common Stock or other securities or rights thereof,
      any dissolution or liquidation of the Company or any Affiliate, any sale or
      transfer of all or any part of the assets or business of the Company or any
      Affiliate, or any other corporate act or proceeding, whether of a similar
      character or otherwise.

     

    3.7.           No
      Rights to Awards

     

    No
      Key Person or other person shall have any claim to be granted any Award under
      the Plan.

     

    3.8.           Right
      of Discharge Reserved

     

    Nothing
      in the Plan or in any Award Agreement shall confer upon any grantee the right
      to
      continue his or her employment with the Company or any of its Affiliates, his
      or
      her consultancy/service relationship with the Company or any of its Affiliates,
      or his or her position as a director of the Company or any of its Affiliates,
      or
      affect any right that the Company or any of its Affiliates may have to terminate
      such employment or consultancy/service relationship or service as a
      director.

     

    3.9.           Non-Uniform
      Determinations

     

    The
      Administrator’s determinations and the treatment of Key Persons and grantees and
      their beneficiaries under the Plan need not be uniform and may be made and
      determined by the Administrator selectively among persons who receive, or who
      are eligible to receive, Awards under the Plan (whether or not such persons
      are
      similarly situated).  Without limiting the generality of the
      foregoing, the Administrator shall be entitled, among other things, to make
      non-uniform and selective determinations, and to enter into non-uniform and
      selective Award Agreements, as to (a) the persons to receive Awards under
      the Plan, (b) the types of Awards granted under the Plan, (c) the
      number of shares to be covered by, or with respect to which payments, rights
      or
      other matters are to be calculated with respect to, Awards and (d) the
      terms and conditions of Awards.

     

    3.10.           Other
      Payments or Awards

     

    Nothing
      contained in the Plan shall be deemed in any way to limit or restrict the
      Company from making any award or payment to any person under any other plan,
      arrangement or understanding, whether now existing or hereafter in
      effect.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    3.11.           Headings

     

    Any
      section, subsection, paragraph or other subdivision headings contained herein
      are for the purpose of convenience only and are not intended to expand, limit
      or
      otherwise define the contents of such subdivisions.

     

    3.12.           Effective
      Date and Term of Plan

     

    (a)           Adoption;
      Stockholder Approval.  The Plan was adopted by the Board on
      October 25, 2007,2007.  The Board may, but need not, make the granting
      of any Awards under the Plan subject to the approval of the Company’s
      stockholders.

     

    (b)           Termination
      of Plan.  The Board may terminate the Plan at any
      time.  All Awards made under the Plan prior to its termination shall
      remain in effect until such Awards have been satisfied or terminated in
      accordance with the terms and provisions of the Plan and the applicable Award
      Agreements.  No Awards may be granted under the Plan following the
      tenth anniversary of the date on which the Plan was adopted by the
      Board.

     

    3.13.           Restriction
      on Issuance of Stock Pursuant to Awards

     

    The
      Company shall not permit any shares of Common Stock to be issued pursuant to
      Awards granted under the Plan unless such shares of Common Stock are fully
      paid
      and non-assessable under applicable law.  Notwithstanding anything to
      the contrary in the Plan or any Award Agreement, at the time of the exercise
      of
      any Award, at the time of vesting of any Award, at the time of payment of shares
      of Common Stock in exchange for, or in cancellation of, any Award, or at the
      time of grant of any unrestricted shares under the Plan, the Company and the
      Administrator may, if either shall deem it necessary or advisable for any
      reason, require the holder of an Award (a) to represent in writing to the
      Company that it is the Award holder’s then-intention to acquire the shares with
      respect to which the Award is granted for investment and not with a view to
      the
      distribution thereof or (b) to postpone the date of exercise until such
      time as the Company has available for delivery to the Award holder a prospectus
      meeting the requirements of all applicable securities laws; and no
      shares shall be issued or transferred in
      connection with any Award unless and until all legal requirements applicable
      to
      the issuance or transfer of such shares have been complied with to the
      satisfaction of the Company and the Administrator.  The Company and
      the Administrator shall have the right to condition any issuance of shares
      to
      any Award holder hereunder on such person’s undertaking in writing to comply
      with such restrictions on the subsequent transfer of such shares as the Company
      or the Administrator shall deem necessary or advisable as a result of any
      applicable law, regulation or official interpretation thereof, and all share
      certificates delivered under the Plan shall be subject to such stop transfer
      orders and other restrictions as the Company or the Administrator may deem
      advisable under the Plan, the applicable Award Agreement or the rules,
      regulations and other requirements of the SEC, any stock exchange upon which
      such shares are listed, and any applicable securities or other laws, and
      certificates representing such shares may contain a legend to reflect any such
      restrictions.  The Administrator may refuse to issue or transfer any
      shares or other consideration under an Award if it determines that the issuance
      or transfer of such shares or other consideration might violate any applicable
      law or regulation or entitle the Company to recover the same under
      Section 16(b) of the 1934 Act, and any payment tendered to the Company
      by a grantee or other Award holder in connection with the exercise of such
      Award
      shall be promptly refunded to the relevant grantee or other Award
      holder.  Without limiting the generality of the foregoing, no Award
      granted under the Plan shall be construed as an offer to sell securities of
      the
      Company, and no such offer shall be outstanding, unless and until the
      Administrator has determined that any such offer, if made, would be in
      compliance with all applicable requirements of any applicable securities
      laws.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    3.14.           Requirement
      of Notification of Election Under Section 83(b) of the
      Code

     

    If
      an Award recipient, in connection with the acquisition of Company shares under
      the Plan, makes an election under Section 83(b) of the Code (to include in
      gross income in the year of transfer the amounts specified in Section 83(b)
      of the Code), the grantee shall notify the Administrator of such election within
      ten days of filing notice of the election with the U.S. Internal Revenue
      Service, in addition to any filing and notification required pursuant to
      regulations issued under Section 83(b) of the Code.

     

    3.15.           Severability

     

    If
      any provision of the Plan or any Award is or becomes or is deemed to be invalid,
      illegal, or unenforceable in any jurisdiction or as to any person or Award,
      or
      would disqualify the Plan or any Award under any law deemed applicable by the
      Administrator, such provision shall be construed or deemed amended to conform
      to
      the applicable laws or, if it cannot be construed or deemed amended without,
      in
      the determination of the Administrator, materially altering the intent of the
      Plan or the Award, such provision shall be stricken as to such jurisdiction,
      person or Award and the remainder of the Plan and any such Award shall remain
      in
      full force and effect.

     

    3.16.           Governing
      Law

     

    The
      Plan will be construed and administered in accordance with the laws of the
      State
      of New York, without giving effect to principles of conflict of
      laws.