ihbts8122107ex4_1.htm


    
      

    

    Exhibit
      4.1

    


    INHIBITON
      THERAPEUTICS, INC.

    


    2005
      STOCK INCENTIVE PLAN

    


    1. Purpose.
 The
      purpose of the 2005
      Stock Incentive Plan (the “Plan”) of Inhibiton Therapeutics, Inc.
      (the “Company”) is to increase stockholder value and to advance the interests of
      the Company by furnishing a variety of economic incentives (“Incentives'”)
      designed to attract, retain and motivate employees, certain key consultants
      and
      directors of the Company.  Incentives may consist of opportunities to
      purchase or receive shares of Common Stock, $0.001 par value, of the Company
      (“Common Stock”) on terms determined under this Plan.

    


    2. Administration.
       The Plan shall be administered by the board of directors of the Company
      (the “Board of Directors”) or by a stock option or compensation committee (the
“Committee”) of the Board of Directors.  The Committee shall consist of not
      less than two directors of the Company and shall be appointed from time to
      time
      by the Board of Directors.   Each member of the Committee shall be (i) a
“non-employee director” within the meaning of Rule 16b-3 of the Securities
      Exchange Act of 1934 (including the regulations promulgated thereunder, the
      “1934 Act”) (a “Non-Employee Director”), and (ii) shall be an “outside director”
within the meaning of Section 162(m) under the Internal Revenue Code of 1986,
      as
      amended (the “Code”) and the regulations promulgated thereunder.  The
      Committee shall have complete authority to award Incentives under the Plan,
      to
      interpret the Plan, and to make any other determination which it believes
      necessary and advisable for the proper administration of the Plan.  The
      Committee’s decisions and matters relating to the Plan shall be final and
      conclusive on the Company and its participants. If at any time there is no
      stock
      option or compensation committee, the term “Committee”, as used in the Plan,
      shall refer to the Board of Directors.

    


    3. Eligible
      Participants.  Officers of the Company, employees of the Company or
      its subsidiaries, members of the Board of Directors, and consultants or other
      independent contractors who provide services to the Company or its subsidiaries
      shall be eligible to receive Incentives under the Plan when designated by the
      Committee.  Participants may be designated individually or by groups or
      categories (for example, by pay grade) as the Committee deems appropriate.
       Participation by officers of the Company or its subsidiaries and any
      performance objectives relating to such officers must be approved by the
      Committee.  Participation by others and any performance objectives relating
      to others may be approved by groups or categories (for example, by pay grade)
      and authority to designate participants who are not officers and to set or
      modify such targets may be delegated.

    


    4. Types
      of Incentives.
 Incentives under the Plan may be granted in any one or a combination
      of
      the following forms:  (a) incentive stock options and non-statutory stock
      options (section 6); (b) stock appreciation rights (“SARs”) (section 7); (c)
      stock awards (section 8); (d) restricted stock (section 8); and (e) performance
      shares (section 9).


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      5.  Shares
        Subject to the
        Plan.

    

    


    5.1. Number
      of Shares.
 Subject to adjustment as provided in Section 10.6, the number of shares
      of
      Common Stock which may be issued under the Plan shall not exceed 1,950,000
      shares of Common Stock.  Shares of Common Stock that are issued under the
      Plan or are subject to outstanding Incentives will be applied to reduce the
      maximum number of shares of Common Stock remaining available for issuance under
      the Plan.

    


    5.2. Cancellation.
       To the extent that cash in lieu of shares of Common Stock is delivered
      upon the exercise of an SAR pursuant to Section 7.4, the Company shall be
      deemed, for purposes of applying the limitation on the number of shares, to
      have
      issued the greater of the number of shares of Common Stock which it was entitled
      to issue upon such exercise or on the exercise of any related option.  In
      the event that a stock option or SAR granted hereunder expires or is terminated
      or canceled unexercised as to any shares of Common Stock, such shares may again
      be issued under the Plan either pursuant to stock options, SARs or otherwise.
       In the event that shares of Common Stock are issued as restricted stock or
      pursuant to a stock award and thereafter are forfeited or reacquired by the
      Company pursuant to rights reserved upon issuance thereof, such forfeited and
      reacquired shares may again be issued under the Plan, either as restricted
      stock, pursuant to stock awards or otherwise.  The Committee may also
      determine to cancel, and agree to the cancellation of, stock options in order
      to
      make a participant eligible for the grant of a stock option at a lower price
      than the option to be canceled.

    


    5.3. Type
      of Common Stock.
 Common Stock issued under the Plan in connection with stock options,
      SARs,
      performance shares, restricted stock or stock awards, may be authorized and
      unissued shares or treasury stock, as designated by the Committee.

    


    6. Stock
      Options.
 A stock option is a right to purchase shares of Common Stock from the
      Company.  Each stock option granted by the Committee under this Plan shall
      be subject to the following terms and conditions:

    


    6.1. Price.
 The
      option price per share shall be determined by the Committee, subject to
      adjustment under Section 10.6.

    


    6.2. Number.
 The
      number of shares of Common Stock subject to the option shall be determined
      by
      the Committee, subject to adjustment as provided in Section 10.6. The number
      of
      shares of Common Stock subject to a stock option shall be reduced in the same
      proportion that the holder thereof exercises a SAR if any SAR is granted in
      conjunction with or related to the stock option.  Notwithstanding the
      foregoing, no person shall receive grants of Stock Options under the Plan that
      exceed 1,000,000 shares during any one fiscal year of the Company.

    


    6.3. Duration
      and Time for
      Exercise.  Subject to earlier termination as provided in Section
      10.4, the term of each stock option shall be determined by the Committee but
      shall not exceed ten years and one day from the date of grant.  Each stock
      option shall become exercisable at such time or times during its term as shall
      be determined by the Committee at the time of grant.  The Committee may
      accelerate the exercisability of any stock option.  Subject to the
      foregoing and with the approval of the Committee, all or any part of the shares
      of Common Stock with respect to which the right to purchase has accrued may
      be
      purchased by the Company at the time of such accrual or at any time or times
      thereafter during the term of the option.

    


    
      
         

      

      
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    6.4. Manner
      of Exercise.
 A stock option may be exercised, in whole or in part, by giving written
      notice to the Company, specifying the number of shares of Common Stock to be
      purchased and accompanied by the full purchase price for such shares.  The
      option price shall be payable (a) in United States dollars upon exercise of
      the
      option and may be paid by cash, uncertified or certified check or bank draft;
      (b) at the discretion of the Committee, by delivery of shares of Common Stock
      in
      payment of all or any part of the option price, which shares shall be valued
      for
      this purpose at the Fair Market Value on the date such option is exercised;
      or
      (c) at the discretion of the Committee, by instructing the Company to withhold
      from the shares of Common Stock issuable upon exercise of the stock option
      shares of Common Stock in payment of all or any part of the exercise price
      and/or any related withholding tax obligations, which shares shall be valued
      for
      this purpose at the Fair Market Value or in such other manner as may be
      authorized from time to time by the Committee.  The shares of Common Stock
      delivered by the participant pursuant to Section 6.4(b) must have been held
      by
      the participant for a period of not less than six months prior to the exercise
      of the option, unless otherwise determined by the Committee.  Prior to the
      issuance of shares of Common Stock upon the exercise of a stock option, a
      participant shall have no rights as a stockholder.

    


    6.5. Incentive
      Stock
      Options.  Notwithstanding anything in the Plan to the contrary, the
      following additional provisions shall apply to the grant of stock options which
      are intended to qualify as Incentive Stock Options (as such term is defined
      in
      Section 422 of the Code):

    


    (a) The
      aggregate Fair Market Value (determined as of the time the option is granted)
      of
      the shares of Common Stock with respect to which Incentive Stock Options are
      exercisable for the first time by any participant during any calendar year
      (under all of the Company’s plans) shall not exceed $100,000. The determination
      will be made by taking incentive stock options into account in the order in
      which they were granted.  If such excess only applies to a portion of an
      Incentive Stock Option, the Committee, in its discretion, will designate which
      shares will be treated as shares to be acquired upon exercise of an Incentive
      Stock Option.

    


    (b) Any
      Incentive Stock Option certificate authorized under the Plan shall contain
      such
      other provisions as the Committee shall deem advisable, but shall in all events
      be consistent with and contain all provisions required in order to qualify
      the
      options as Incentive Stock Options.

    


    
      
         

      

      
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    (c) All
      Incentive Stock Options must be granted within ten years from the earlier of
      the
      date on which this Plan was adopted by Board of Directors or the date this
      Plan
      was approved by the stockholders.

    


    (d) Unless
      sooner exercised, all Incentive Stock Options shall expire no later than 10
      years after the date of grant.

    


    (e) The
      option price for Incentive Stock Options shall be not less than the Fair Market
      Value of the Common Stock subject to the option on the date of grant.

    


    (f) If
      Incentive Stock Options are granted to any participant who, at the time such
      option is granted, would own (within the meaning of Section 422 of the Code)
      stock possessing more than 10% of the total combined voting power of all classes
      of stock of the employer corporation or of its parent or subsidiary corporation,
      (i) the option price for such Incentive Stock Options shall be not less than
      110% of the Fair Market Value of the Common Stock subject to the option on
      the
      date of grant and (ii) such Incentive Stock Options shall expire no later than
      five years after the date of grant.

    


    7. Stock
      Appreciation
      Rights.  An SAR is a right to receive, without payment to the
      Company, a number of shares of Common Stock, cash or any combination thereof,
      the amount of which is determined pursuant to the formula set forth in Section
      7.4.  An SAR may be granted (a) with respect to any stock option granted
      under this Plan, either concurrently with the grant of such stock option or
      at
      such later time as determined by the Committee (as to all or any portion of
      the
      shares of Common Stock subject to the stock option), or (b) alone, without
      reference to any related stock option.  Each SAR granted by the Committee
      under this Plan shall be subject to the following terms and
      conditions:

    


    7.1. Number.
 Each
      SAR granted to any participant shall relate to such number of shares of Common
      Stock as shall be determined by the Committee, subject to adjustment as provided
      in Section 10.6.  In the case of an SAR granted with respect to a stock
      option, the number of shares of Common Stock to which the SAR pertains shall
      be
      reduced in the same proportion that the holder of the option exercises the
      related stock option.

    


    7.2. Duration.
       Subject to earlier termination as provided in Section 10.4, the term of
      each SAR shall be determined by the Committee but shall not exceed ten years
      and
      one day from the date of grant.  Unless otherwise provided by the
      Committee, each SAR shall become exercisable at such time or times, to such
      extent and upon such conditions as the stock option, if any, to which it relates
      is exercisable.  The Committee may in its discretion accelerate the
      exercisability of any SAR.

    


    7.3. Exercise.
 An
      SAR may be exercised, in whole or in part, by giving written notice to the
      Company, specifying the number of SARs which the holder wishes to exercise.
       Upon receipt of such written notice, the Company shall, within 90 days
      thereafter, deliver to the exercising holder certificates for the shares of
      Common Stock or cash or both, as determined by the Committee, to which the
      holder is entitled pursuant to Section 7.4.

    


    
      
         

      

      
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    7.4. Payment.
       Subject to the right of the Committee to deliver cash in lieu of shares of
      Common Stock (which, as it pertains to officers and directors of the Company,
      shall comply with all requirements of the 1934 Act), the number of shares of
      Common Stock which shall be issuable upon the exercise of an SAR shall be
      determined by dividing:

    


    (a) the
      number of shares of Common Stock as to which the SAR is exercised multiplied
      by
      the amount of the appreciation in such shares (for this purpose, the
“appreciation” shall be the amount by which the Fair Market Value of the shares
      of Common Stock subject to the SAR on the exercise date exceeds (1) in the
      case
      of an SAR related to a stock option, the purchase price of the shares of Common
      Stock under the stock option or (2) in the case of an SAR granted alone, without
      reference to a related stock option, an amount which shall be determined by
      the
      Committee at the time of grant, subject to adjustment under Section 10.6);
      by

    


    (b) the
      Fair
      Market Value of a share of Common Stock on the exercise date.

    


    In
      lieu
      of issuing shares of Common Stock upon the exercise of a SAR, the Committee
      may
      elect to pay the holder of the SAR cash equal to the Fair Market Value on the
      exercise date of any or all of the shares which would otherwise be issuable.
       No fractional shares of Common Stock shall be issued upon the exercise of
      an SAR; instead, the holder of the SAR shall be entitled to receive a cash
      adjustment equal to the same fraction of the Fair Market Value of a share of
      Common Stock on the exercise date or to purchase the portion necessary to make
      a
      whole share at its Fair Market Value on the date of exercise.

    


    8. Stock
      Awards and Restricted
      Stock.  A stock award consists of the transfer by the Company to a
      participant of shares of Common Stock, without other payment therefor, as
      additional compensation for services to the Company.  A share of restricted
      stock consists of shares of Common Stock which are sold or transferred by the
      Company to a participant at a price determined by the Committee (which price
      shall be at least equal to the minimum price required by applicable law for
      the
      issuance of a share of Common Stock) and subject to restrictions on their sale
      or other transfer by the participant.  The transfer of Common Stock
      pursuant to stock awards and the transfer and sale of restricted stock shall
      be
      subject to the following terms and conditions:

    


    8.1. Number
      of Shares.
 The number of shares to be transferred or sold by the Company to a
      participant pursuant to a stock award or as restricted stock shall be determined
      by the Committee.

    


    8.2. Sale
      Price.  The
      Committee shall determine the price, if any, at which shares of restricted
      stock
      shall be sold to a participant, which may vary from time to time and among
      participants and which may be below the Fair Market Value of such shares of
      Common Stock at the date of sale.

    


    8.3. Restrictions.
       All shares of restricted stock transferred or sold hereunder shall be
      subject to such restrictions as the Committee may determine, including, without
      limitation any or all of the following:

    


    
      
         

      

      
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    (a) a
      prohibition against the sale, transfer, pledge or other encumbrance of the
      shares of restricted stock, such prohibition to lapse at such time or times
      as
      the Committee shall determine (whether in annual or more frequent installments,
      at the time of the death, disability or retirement of the holder of such shares,
      or otherwise);

    


    (b) a
      requirement that the holder of shares of restricted stock forfeit, or (in the
      case of shares sold to a participant) resell back to the Company at his or
      her
      cost, all or a part of such shares in the event of termination of his or her
      employment or consulting engagement during any period in which such shares
      are
      subject to restrictions;

    


    (c) such
      other conditions or restrictions as the Committee may deem
      advisable.

    


    8.4. Escrow.
 In
      order to enforce the restrictions imposed by the Committee pursuant to Section
      8.3, the participant receiving restricted stock shall enter into an agreement
      with the Company setting forth the conditions of the grant.  Shares of
      restricted stock shall be registered in the name of the participant and
      deposited, together with a stock power endorsed in blank, with the Company.
       Each such certificate shall bear a legend in substantially the following
      form:

    


    The
      transferability of this certificate and the shares of Common Stock represented
      by it are subject to the terms and conditions (including conditions of
      forfeiture) contained in the 2005 Stock Incentive Plan
      of
Inhibiton Therapeutics,
      Inc. (the “Company”), and an agreement entered into between the
      registered owner and the Company.  A copy of the Plan and the agreement is
      on file in the office of the secretary of the Company.

    


    8.5. End
      of Restrictions.
 Subject to Section 10.5, at the end of any time period during which
      the
      shares of restricted stock are subject to forfeiture and restrictions on
      transfer, such shares will be delivered free of all restrictions to the
      participant or to the participant's legal representative, beneficiary or
      heir.

    


    8.6. Stockholder.
       Subject to the terms and conditions of the Plan, each participant
      receiving restricted stock shall have all the rights of a stockholder with
      respect to shares of stock during any period in which such shares are subject
      to
      forfeiture and restrictions on transfer, including without limitation, the
      right
      to vote such shares.  Dividends paid in cash or property other than Common
      Stock with respect to shares of restricted stock shall be paid to the
      participant currently.

    


    9. Performance
      Shares.
 A performance share consists of an award which shall be paid in shares
      of
      Common Stock, as described below.  The grant of performance share shall be
      subject to such terms and conditions as the Committee deems appropriate,
      including the following:

    


    9.1. Performance
      Objectives.  Each performance share will be subject to performance
      objectives for the Company or one of its operating units to be achieved by
      the
      end of a specified period.  The number of performance shares granted shall
      be determined by the Committee and may be subject to such terms and conditions,
      as the Committee shall determine.  If the performance objectives are
      achieved, each participant will be paid in shares of Common Stock or cash.
       If such objectives are not met, each grant of performance shares may
      provide for lesser payments in accordance with formulas established in the
      award.

    


    
      
         

      

      
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    9.2. Not
      Stockholder.
 The grant of performance shares to a participant shall not create any
      rights in such participant as a stockholder of the Company, until the payment
      of
      shares of Common Stock with respect to an award.

    


    9.3. No
      Adjustments.
 No adjustment shall be made in performance shares granted on account
      of
      cash dividends which may be paid or other rights which may be issued to the
      holders of Common Stock prior to the end of any period for which performance
      objectives were established.

    


    9.4. Expiration
      of Performance
      Share.  If any participant's employment or consulting engagement
      with the Company is terminated for any reason other than normal retirement,
      death or disability prior to the achievement of the participant's stated
      performance objectives, all the participant's rights on the performance shares
      shall expire and terminate unless otherwise determined by the Committee.
 In the event of termination of employment or consulting by reason of
      death, disability, or normal retirement, the Committee, in its own discretion
      may determine what portions, if any, of the performance shares should be paid
      to
      the participant.

    


    10. General.

    


    10.1. Effective
      Date.
 The Plan will become effective upon its approval by the Company's
      stockholders.  Unless approved by the stockholders within one year after
      the date of the Plan's adoption by the Board of Directors, the Plan shall not
      be
      effective for any purpose.

    


    10.2. Duration.
 The
      Plan shall remain in effect until all Incentives granted under the Plan have
      either been satisfied by the issuance of shares of Common Stock or the payment
      of cash or been terminated under the terms of the Plan and all restrictions
      imposed on shares of Common Stock in connection with their issuance under the
      Plan have lapsed.  No Incentives may be granted under the Plan after the
      tenth anniversary of the date the Plan is approved by the stockholders of the
      Company.

    


    10.3. Limited
      Transferability of
      Incentives.  No stock option, SAR, restricted stock or performance
      award may be transferred, pledged or assigned by the holder thereof (except,
      in
      the event of the holder's death, by will or the laws of descent and distribution
      to the limited extent provided in the Plan or the Incentive); and the Company
      shall not be required to recognize any attempted assignment of such rights
      by
      any participant.  Notwithstanding the preceding sentence, the following
      transfers and exercises of stock options or SARs are permitted under this
      Plan:

    


    
      
         

      

      
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    (a)
      stock
      options may be transferred by the holder thereof to Employee’s spouse, children,
      grandchildren or parents (collectively, the “Family Members”), to trusts for the
      benefit of Family Members, to partnerships or limited liability companies in
      which Family Members are the only partners or shareholders, or to entities
      exempt from federal income taxation pursuant to Section 501(c)(3) of the
      Internal Revenue Code of 1986, as amended (the “Code”); or

     

    (b)
      any
      Incentives held by a participant may be assigned by court order to the
      participant’s former spouse in connection with a dissolution of their marriage,
      but only if the Committee determines, in its sole discretion, that the order
      satisfies such requirements of a “qualified domestic relations order” as are set
      forth in paragraphs (1) through (3) of Code Section 414(p), as if the Plan
      were
      a plan described in Code Section 401(a)(13).  The federal income and
      payroll taxation of any Incentives assigned as provided in the preceding
      sentence shall be governed by the Code, Revenue Rulings 2002-22 and 2004-60
      (as
      applicable), or any other applicable guidance published by the Internal Revenue
      Service or the Department of the Treasury.

     

    (c)
      During a participant’s lifetime, a stock option or SAR may be exercised only by
      him or her, by his or her guardian or legal representative or by any of the
      transferees permitted by the preceding two paragraphs (a) and (b).

    


    10.4. Effect
      of Termination or
      Death.  In the event that a participant ceases to be an employee of
      or consultant to the Company for any reason, including death or disability,
      any
      Incentives may be exercised or shall expire at such times as may be determined
      by the

    


    10.5. Additional
      Conditions.  Notwithstanding anything in this Plan to the contrary:
      (a) the Company may, if it shall determine it necessary or desirable for any
      reason, at the time of award of any Incentive or the issuance of any shares
      of
      Common Stock pursuant to any Incentive, require the recipient of the Incentive,
      as a condition to the receipt thereof or to the receipt of shares of Common
      Stock issued pursuant thereto, to deliver to the Company a written
      representation of present intention to acquire the Incentive or the shares
      of
      Common Stock issued pursuant thereto for his or her own account for investment
      and not for distribution; and (b) if at any time the Company further determines,
      in its sole discretion, that the listing, registration or qualification (or
      any
      updating of any such document) of any Incentive or the shares of Common Stock
      issuable pursuant thereto is necessary on any securities exchange or under
      any
      federal or state securities or blue sky law, or that the consent or approval
      of
      any governmental regulatory body is necessary or desirable as a condition of,
      or
      in connection with the award of any Incentive, the issuance of shares of Common
      Stock pursuant thereto, or the removal of any restrictions imposed on such
      shares, such Incentive shall not be awarded or such shares of Common Stock
      shall
      not be issued or such restrictions shall not be removed, as the case may be,
      in
      whole or in part, unless such listing, registration, qualification, consent
      or
      approval shall have been effected or obtained free of any conditions not
      acceptable to the Company.

    


    
      
         

      

      
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    10.6. Adjustment.
 In
      the event of any recapitalization, stock dividend, stock split, combination
      of
      shares or other change in the Common Stock, the number of shares of Common
      Stock
      then subject to the Plan, including shares subject to restrictions, options
      or
      achievements of performance shares, shall be adjusted in proportion to the
      change in outstanding shares of Common Stock.  In the event of any such
      adjustments, the purchase price of any option, the performance objectives of
      any
      Incentive, and the shares of Common Stock issuable pursuant to any Incentive
      shall be adjusted as and to the extent appropriate, in the discretion of the
      Committee, to provide participants with the same relative rights before and
      after such adjustment.

    


    10.7. Incentive
      Plans and
      Agreements.  Except in the case of stock awards, the terms of each
      Incentive shall be stated in a plan or agreement approved by the Committee.
       The Committee may also determine to enter into agreements with holders of
      options to reclassify or convert certain outstanding options, within the terms
      of the Plan, as Incentive Stock Options or as non-statutory stock options and
      in
      order to eliminate SARs with respect to all or part of such options and any
      other previously issued options.

    


    10.8. Withholding.

    


    (a) The
      Company shall have the right to withhold from any payments made under the Plan
      or to collect as a condition of payment, any taxes required by law to be
      withheld.  At any time when a participant is required to pay to the Company
      an amount required to be withheld under applicable income tax laws in connection
      with a distribution of Common Stock or upon exercise of an option or SAR, the
      participant may satisfy this obligation in whole or in part by electing (the
      “Election”) to have the Company withhold from the distribution shares of Common
      Stock having a value up to the minimum amount of withholding taxes required
      to
      be collected on the transaction.  The value of the shares to be withheld
      shall be based on the Fair Market Value of the Common Stock on the date that
      the
      amount of tax to be withheld shall be determined (“Tax Date”).

    


    (b) Each
      Election must be made prior to the Tax Date.  The Committee may disapprove
      of any Election, may suspend or terminate the right to make Elections, or may
      provide with respect to any Incentive that the right to make Elections shall
      not
      apply to such Incentive.  An Election is irrevocable.

    


    10.9. No
      Continued Employment,
      Engagement or Right to Corporate Assets.  No participant under the
      Plan shall have any right, because of his or her participation, to continue
in
      the employ of the Company for any period of time or to any right to continue
      his
      or her present or any other rate of compensation.  Nothing contained in the
      Plan shall be construed as giving an employee, a consultant, such persons'
      beneficiaries or any other person any equity or interests of any kind in the
      assets of the Company or creating a trust of any kind or a fiduciary
      relationship of any kind between the Company and any such person.

    


    10.10. Deferral
      Permitted.
 Payment of cash or distribution of any shares of Common Stock to which
      a
      participant is entitled under any Incentive shall be made as provided in the
      Incentive.  Payment may be deferred at the option of the participant if
      provided in the Incentive.

    


    
      
         

      

      
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    10.11. Amendment
      of the
      Plan.  The Board may amend or discontinue the Plan at any time.
 However, no such amendment or discontinuance shall adversely change
      or
      impair, without the consent of the recipient, an Incentive previously granted.
      Further, no such amendment shall, without approval of the shareholders of the
      Company,  (a) increase the maximum number of shares of Common Stock which
      may be issued to all participants under the Plan, (b) change or expand the
      types
      of Incentives that may be granted under the Plan, (c) change the class of
      persons eligible to receive Incentives under the Plan, or (d) materially
      increase the benefits accruing to participants under the Plan.

    


    10.12. Sale,
      Merger, Exchange or
      Liquidation.  Unless otherwise provided in the agreement for an
      Incentive, in the event of an acquisition of the Company through the sale of
      substantially all of the Company's assets or through a merger, exchange,
      reorganization or liquidation of the Company or a similar event as determined
      by
      the Committee (collectively a “transaction”), the Committee shall be authorized,
      in its sole discretion, to take any and all action it deems equitable under
      the
      circumstances, including but not limited to any one or more of the
      following:

    


    
      	
              (1)  

            	
              providing
                that the Plan and all Incentives shall terminate and the holders
                of (i)
                all outstanding vested options shall receive, in lieu of any shares
                of
                Common Stock they would be entitled to receive under such options,
                such
                stock, securities or assets, including cash, as would have been paid
                to
                such participants if their options had been exercised and such participant
                had received Common Stock immediately prior to such transaction (with
                appropriate adjustment for the exercise price, if any),
                (ii) performance shares and/or SARs that entitle the participant to
                receive Common Stock shall receive, in lieu of any shares of Common
                Stock
                each participant was entitled to receive as of the date of the transaction
                pursuant to the terms of such Incentive, if any, such stock, securities
                or
                assets, including cash, as would have been paid to such participant
                if
                such Common Stock had been issued to and held by the participant
                immediately prior to such transaction, and (iii) any Incentive under
                this
                Agreement which does not entitle the participant to receive Common
                Stock
                shall be equitably treated as determined by the Committee.
                 

            


    

    


    
      	
              (2)  

            	
              providing
                that participants holding outstanding vested Common Stock based Incentives
                shall receive, with respect to each share of Common Stock issuable
                pursuant to such Incentives as of the effective date of any such
                transaction, at the determination of the Committee, cash, securities
                or
                other property, or any combination thereof, in an amount equal to
                the
                excess, if any, of the Fair Market Value of such Common Stock on
                a date
                within ten days prior to the effective date of such transaction over
                the
                option price or other amount owed by a participant, if any, and that
                such
                Incentives shall be cancelled, including the cancellation without
                consideration of all options that have an exercise price below the
                per
                share value of the consideration received by the Company in the
                transaction.

            


    

    


    
      
         

      

      
        10

        
          

        

      

      
         

      

       

    

    
      	
              (3)  

            	
              providing
                that the Plan (or replacement plan) shall continue with respect to
                Incentives not cancelled or terminated as of the effective date of
                such
                transaction and provide to participants holding such Incentives the
                right
                to earn their respective Incentives on a substantially equivalent
                basis
                (taking into account the transaction and the number of shares or
                other
                equity issued by such successor entity) with respect to the equity
                of the
                entity succeeding the Company by reason of such
                transaction.

            


    

    


    
      	
              (4)  

            	
              providing
                that all unvested, unearned or restricted Incentives, including but
                not
                limited to restricted stock for which restrictions have not lapsed
                as of
                the effective date of such transaction, shall be void and deemed
                terminated, or, in the alternative, for the acceleration or waiver
                of any
                vesting, earning or restrictions on any
                Incentive.

            


    

    


    The
      Board
      may restrict the rights of participants or the applicability of this Section
      10.12 to the extent necessary to comply with Section 16(b) of the Securities
      Exchange Act of 1934, the Internal Revenue Code or any other applicable law
      or
      regulation. The grant of an Incentive award pursuant to the Plan shall not
      limit
      in any way the right or power of the Company to make adjustments,
      reclassifications, reorganizations or changes of its capital or business
      structure or to merge, exchange or consolidate or to dissolve, liquidate, sell
      or transfer all or any part of its business or assets.

    


    10.13. Definition
      of Fair Market
      Value. For purposes of this Plan, the “Fair Market Value” of a share of
      Common Stock at a specified date shall, unless otherwise expressly provided
      in
      this Plan, be the amount which the Committee or the Board of Directors
      determines in good faith to be 100% of the fair market value of such a share
      as
      of the date in question; provided, however, that notwithstanding the foregoing,
      if such shares are listed on a U.S. securities exchange or are quoted on the
      Nasdaq National Market or Nasdaq Small-Cap Market (“Nasdaq”), then Fair Market
      Value shall be determined by reference to the last sale price of a share of
      Common Stock on such U.S. securities exchange or Nasdaq on the applicable date.
       If such U.S. securities exchange or Nasdaq is closed for trading on such
      date, or if the Common Stock does not trade on such date, then the last sale
      price used shall be the one on the date the Common Stock last traded on such
      U.S. securities exchange or Nasdaq.

    


    


    Approved
      by the shareholders on March 31, 2005

    


    11