xedarsb2a2x1024_12182007.htm


     

    
      

      

    

     

    Exhibit
      10.24

    


    
      	
               

              XEDAR
                CORPORATION

            


    

    
      	
               

              2007
                EQUITY INCENTIVE PLAN

            
	
              SECTION
                1.  PURPOSE

            


    

    
      	
               

              The
                purpose of the Xedar Corporation 2007 Equity Incentive Plan (the
                "Plan")
                is to promote the interests of Xedar Corporation, a Colorado corporation
                (the "Company"), by offering opportunities to selected persons to
                participate in the Company's growth and success, and to encourage
                them to
                remain in the service of the Company or a Related Company (as defined
                in
                Section 2) and to acquire and maintain stock ownership in the
                Company.

            


    

    
      	
               

              SECTION
                2.  DEFINITIONS

            


    

    
      	
               

              "Award"
                means any Option or Stock Award.

               

            
	
              "Board"
                means the Board of Directors of the Company.

               

            
	
              "Cause"
                unless otherwise defined in the instrument evidencing the Award or
                in a
                written employment, or services or other agreement between the Participant
                and the Company or a Related Company and the Participant, means
                dishonesty, fraud, misconduct, unauthorized use or disclosure of
                confidential information or trade secrets, or conviction or confession
                of
                a crime punishable by law (except minor violations), in each case
                as
                determined by the Plan Administrator, and its determination shall
                be
                conclusive and binding.

               

            
	
              "Code"
                means the Internal Revenue Code of 1986, as amended from time to
                time.

               

            
	
              "Common
                Stock" means the Common Stock, no par value per share, of the
                Company.

               

            
	
              "Company
                Transaction," unless otherwise defined in the
                instrument evidencing the Award or in a written employment, services
                or
                other agreement between the Participant and the Company or a Related
                Company, means consummation of either:

               

            
	
              (a)           a
                merger or consolidation of the Company with or into any other company,
                entity or person or

               

            
	
              (b)           a
                sale, lease, exchange or other transfer, in one transaction or a
                series of
                related transactions undertaken with a common purpose, of all or
                substantially all the Company's then outstanding securities or all
                or
                substantially all the Company's assets; provided,
                however, that a Company Transaction shall not include a Related Party
                Transaction.

               

            


    

    
    

    


    
      	
               

            


    

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

     

     

    
      	
               

              "Disability"
                unless otherwise defined by the Plan Administrator or in the instrument
                evidencing the Award or in a written employment or services agreement
                between the Participant and the Company or a Related Company, means
                a
                mental or physical impairment of the Participant that is expected
                to
                result in death or that has lasted or is expected to last for a continuous
                period of 12 months or more and that causes the Participant to be
                unable, in the opinion of the Plan Administrator, to perform his
                or her
                duties for the Company or a Related Company and to be engaged in
                any
                substantial gainful activity on behalf of the Company or a Related
                Company.

               

            
	
              "Early
                Retirement" means Termination of Service prior to Retirement on
                terms and conditions approved by the Plan Administrator.

               

            
	
              "Exchange
                Act" means the Securities Exchange Act of 1934, as
                amended.

               

            
	
              "Fair
                Market Value" means the per share value of the Common Stock as
                established in good faith by the Plan Administrator or, if the Common
                Stock is (a) listed on the Nasdaq Stock Market, the closing sales
                price for the Common Stock as reported by that market for regular
                session
                trading for a single trading day, or (b) listed on the New York Stock
                Exchange or the American Stock Exchange, the closing sales price
                for the
                Common Stock as such price is officially quoted in the composite
                tape of
                transactions on such exchange for regular session trading for a single
                trading day, (c) quoted on the OTC Bulletin Board Service or by the
                National Quotation Bureau, Inc., the average of the high bid and
                low asked
                prices reported by such service for a single trading day.  If
                there is no such reported price for the Common Stock for the date
                in
                question, then such price on the last preceding date for which such
                price
                exists shall be determinative of Fair Market Value.

               

            
	
              "Good
                Reason" means the occurrence of any of the following events or
                conditions and the failure of the Successor Company to cure such
                event or
                condition within 30 days after receipt of written notice from the
                Participant:

               

            
	
              (a)           a
                change in the Participant's status, title, position or responsibilities
                (including reporting responsibilities) that, in the Participant's
                reasonable judgment, represents a substantial reduction in the status,
                title, position or responsibilities as in effect immediately prior
                thereto; the assignment to the Participant of any duties or
                responsibilities that, in the Participant's reasonable judgment,
                are
                materially inconsistent with such status, title, position or
                responsibilities; or any removal of the Participant from or failure
                to
                reappoint or reelect the Participant to any of such positions, except
                in
                connection with the termination of the Participant's employment for
                Cause,
                as a result of his or her Disability or death, or by the Participant
                other
                than for Good Reason;

               

            
	
              (b)           a
                reduction in the Participant's annual base salary;

               

            
	
              (c)           the
                Successor Company's requiring the Participant (without the Participant's
                consent) to be based at any place outside a 50-mile radius of his
                or her
                place of employment prior to a Company Transaction, except for reasonably
                required travel on the Successor Company's business that is not materially
                greater than such travel requirements prior to the Company
                Transaction;

               

            
	
              (d)           the
                Successor Company's failure to: (i) continue in effect any material
                compensation or benefit plan (or the substantial equivalent thereof)
                in
                which the Participant was participating at the time of a Company
                Transaction, including, but not limited to, the Plan, or (ii) provide
                the Participant with compensation and benefits substantially equivalent
                (in terms of benefit levels and/or reward opportunities) to those
                provided
                for under each material employee benefit plan, program and practice
                as in
                effect immediately prior to the Company Transaction;

               

            
	
              (e)           any
                material breach by the Successor Company of its obligations to the
                Participant under the Plan or any substantially equivalent plan of
                the
                Successor Company; or

               

            
	
              (f)           any
                purported termination of the Participant's employment or service
                relationship for Cause by the Successor Company that is not in accordance
                with the definition of Cause under the Plan.

               

            


    

     

     

    
      
         

      

      
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              "Grant
                Date" means the date on which the Plan Administrator completes
                the corporate action authorizing the grant of an Award or such later
                date
                specified by the Plan Administrator provided that conditions to the
                exercisability or vesting of Awards shall not defer the Grant
                Date.

               

            
	
              "Incentive
                Stock Option" means an Option granted with the intention that it
                qualify as an "incentive stock option" as that term is defined in
                Section 422 of the Code.

               

            
	
              "Nonqualified
                Stock Option" means an Option other than an Incentive Stock
                Option.

               

            
	
              "Option"
                means the right to purchase Common Stock granted under
                Section 7.

               

            
	
              "Option
                Expiration Date" has the meaning set forth in
                Section 7.6.

               

            
	
              "Option
                Term" has the meaning set forth in Section 7.3.

               

            
	
              "Participant"
                means the person to whom an Award is granted.

               

            
	
              "Plan
                Administrator" has the meaning set forth in
                Section 3.1.

               

            
	
              ''Related
                Company" means any entity that, directly or indirectly, is in
                control of or is controlled by the Company.

               

            
	
              "Related
                Party Transaction" means: (a) a merger or consolidation of
                the Company in which the holders of the outstanding voting securities
                of
                the Company immediately prior to the merger or consolidation hold
                at least
                a majority of the outstanding voting securities of the Successor
                Company
                immediately after the merger or consolidation; (b) a sale, lease,
                exchange or other transfer of the Company's assets to a majority-owned
                subsidiary company; (c) a transaction undertaken for the principal
                purpose of restructuring the capital of the Company, including but
                not
                limited to, reincorporating the Company in a different jurisdiction
                or
                creating a holding company; or (d) a corporate dissolution or
                liquidation.

               

            
	
              "Retirement,"
                unless otherwise defined by the Plan Administrator from time to time
                for
                purposes of the Plan, means Termination of Service on or after the
                date
                the individual reaches "normal retirement age" as that term is defined
                in
                Section 411(a)(8) of the Code.

               

            
	
              "Securities
                Act" means the Securities Act of 1933, as amended.

               

            
	
              "Stock
                Award" means an Award of shares of Common Stock or units
                denominated in Common Stock granted under Section 9, the rights of
                ownership of which may be subject to restrictions prescribed by the
                Plan
                Administrator.

               

            
	
              "Successor
                Company" means the surviving company, the successor company or
                its parent, as applicable, in connection with a Company
                Transaction.

               

            


    

     

     

    
      
         

      

      
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              "Termination
                of Service" means a termination of employment or service
                relationship with the Company or a Related Company for any reason,
                whether
                voluntary or involuntary, including death, Disability, Early Retirement
                or
                Retirement, as determined by the Plan Administrator in its sole
                discretion.  Any question as to whether and when there has been
                a Termination of Service for the purposes of an Award and the cause
                of
                such Termination of Service shall be determined by the Plan Administrator
                and its determination shall be final.  Transfer of the
                Participant's employment or service relationship between Related
                Companies, or between the Company and any Related Company, shall
                not be
                considered a Termination of Service for purposes of an Award, but
                unless
                the Plan Administrator determines otherwise, a Termination of Service
                shall be deemed to occur if the Participant's employment or service
                relationship is with an entity that has ceased to be a Related
                Company.

               

            
	
              "Vesting
                Commencement Date" means the Grant Date or such other date
                selected by the Plan Administrator as the date from which the Option
                begins to vest for purposes of Section 7.4.

               

            


    

    
      	
               

              SECTION
                3.  ADMINISTRATION

            


    

    
      	
               

              3.1    Plan
                Administrator

            


    

    
      	
               

              The
                Plan shall be administered by the Board and/or a committee or committees
                (which term includes subcommittees) appointed by, and consisting
                of two or
                more members of the Board (a "Plan
                Administrator").  Notwithstanding the foregoing, the Board may
                delegate the responsibility for administering the Plan with respect
                to
                designated classes of eligible persons to different committees consisting
                of two or more members of the Board, subject to such limitations
                as the
                Board deems appropriate.  Committee members shall serve for such
                term as the Board may determine, subject to removal by the Board
                at any
                time.

            


    

    
      	
               

              3.2    Administration
                and Interpretation by Plan
                Administrator

            


    

    
      	
               

              Except
                for the terms and conditions explicitly set forth in the Plan, the
                Plan
                Administrator shall have exclusive authority, in its discretion,
                to
                determine all matters relating to Awards under the Plan, including
                selecting the persons to be granted Awards, determining the type
                of
                Awards, the number of shares of Common Stock subject to an Award,
                and all
                terms, conditions, restrictions and limitations, if any, of an Award,
                and
                approving the forms of agreement for use under the Plan.  The
                Plan Administrator shall also have exclusive authority to interpret
                the
                Plan and the terms of any instrument evidencing the Award and may
                from
                time to time adopt and change rules and regulations of general application
                for the Plan's administration.  The Plan Administrator's
                interpretation of the Plan and its rules and regulations, and all
                actions
                taken and determinations made by the Plan Administrator pursuant
                to the
                Plan, shall be conclusive and binding on all parties involved or
                affected.  The Plan Administrator may delegate ministerial
                duties to such of the Company's officers as it so
                determines.  For purposes of determining the effect on vesting
                an Award of a Company-approved leave of absence or a Participant's
                working
                less than full time, the human resources director or other person
                performing that function may be deemed the Plan
                Administrator.

            


    

    
      	
               

              SECTION
                4.  STOCK SUBJECT TO THE
                PLAN

            


    

    
      	
               

              4.1     Authorized
                Number of Shares

            


    

    
      	
               

              Subject
                to adjustment from time to time as provided in Section 12.1, a
                maximum of 1,500,000 shares of Common Stock shall be available for
                issuance under the Plan.  Shares issued under the Plan shall be
                drawn from authorized and unissued shares or shares now held or
                subsequently acquired by the
                Company.

            


    

    
    

     

     

    
      
         

      

      
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              4.2    Reuse
                of Shares

            


    

    
      	
               

              (a)           Shares
                of Common Stock covered by an Award shall not be counted as used
                unless
                and until they are actually issued and delivered to a
                Participant.  If any Award lapses, expires, terminates or is
                cancelled prior to the issuance of shares thereunder or if shares
                of
                Common Stock are issued under the Plan to a Participant and are thereafter
                reacquired by the Company, the shares subject to such Awards or the
                reacquired shares shall again be available for issuance under the
                Plan.  Any shares of Common Stock (i) tendered by a Participant
                or retained by the Company as full or partial payment to the Company
                for
                the purchase price of an Award or to satisfy tax withholding obligations,
                or (ii) covered by an Award that is settled in cash, shall be available
                for Awards under the Plan.  All shares issued under the Plan may
                be either authorized and unissued shares or issued shares reacquired
                by
                the Company.

            
	
              (b)           The
                Committee shall have the authority to grant awards as an alternative
                to or
                as the form of payment for grants or rights earned or due under other
                compensation plans or arrangements of the Company.

            
	
              (c)           Notwithstanding
                the foregoing, the maximum number of shares that may be issued upon
                the
                exercise of Incentive Stock Options shall equal the share number
                stated in
                Section 4.1, subject to adjustment from time to time as provided in
                Section 12.1.

            


    

    
      	
               

              SECTION
                5.  ELIGIBILITY

            


    

    
      	
               

              An
                Award may be granted to any officer, director or employee of the
                Company
                or a Related Company that the Plan Administrator from time to time
                selects.  An Award may also be granted to any consultant,
                advisor or independent contractor who provides services to the Company
                or
                any Related Company, so long as such Participant (a) renders bona
                fide services that are not in connection with the offer and sale
                of the
                Company's securities in a capital-raising transaction and (b) does
                not directly or indirectly promote or maintain a market for the Company's
                securities.

            


    

    
      	
               

              SECTION
                6.  AWARDS

            


    

    
      	
               

              6.1    Form
                and Grant of Awards

            


    

    
      	
               

              The
                Plan Administrator shall have the authority, in its sole discretion,
                to
                determine the type or types of Awards to be granted under the
                Plan.  Awards may be granted singly or in
                combination.

            


    

    
      	
               

              6.2    Settlement
                of
                Awards

            


    

    
      	
               

              The
                Company may settle Awards through the delivery of shares of Common
                Stock,
                the granting of replacement Awards or any combination thereof as
                the Plan
                Administrator shall determine.  Any Award settlement may be
                subject to such conditions, restrictions and contingencies as the
                Plan
                Administrator shall determine.  The Plan Administrator may
                permit or require the deferral of any Award payment, subject to such
                rules
                and procedures as it may establish, which may include provisions
                for the
                payment or crediting of interest, or dividend equivalents, including
                converting such credits into deferred stock
                equivalents.

            


    

    
    

     

     

    
      
         

      

      
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              6.3    Acquired
                Company Awards

            


    

    
      	
               

              Notwithstanding
                anything in the Plan to the contrary, the Plan Administrator may
                grant
                Awards under the Plan in substitution for awards issued under other
                plans,
                or assume under the Plan awards issued under other plans, if the
                other
                plans are or were plans of other acquired entities ("Acquired Entities")
                (or the parent of an Acquired Entity) and the new Award is substituted,
                or
                the old award is assumed, by reason of a merger, consolidation,
                acquisition of property or stock, reorganization or liquidation (the
                "Acquisition Transaction").  In the event that a written
                agreement pursuant to which the Acquisition Transaction is completed
                is
                approved by the Board and said agreement sets forth the terms and
                conditions of the substitution for or assumption of outstanding awards
                of
                the Acquired Entity, said terms and conditions shall be deemed to
                be the
                action of the Plan Administrator without any further action by the
                Plan
                Administrator, except as may be required for compliance with
                Rule 16b-3 under the Exchange Act, and the persons holding such
                awards shall be deemed to be
                Participants.

            


    

    
      	
               

              SECTION
                7.  AWARDS OF
                OPTIONS

            


    

    
      	
               

              7.1    Grant
                of Options

            


    

    
      	
               

              The
                Plan Administrator shall have the authority, in its sole discretion,
                to
                grant Options designated as Incentive Stock Options or as Nonqualified
                Stock Options.

            


    

    
      	
               

              7.2    Option
                Exercise Price

            


    

    
      	
               

              The
                exercise price for shares purchased under an Option shall be as determined
                by the Plan Administrator, but shall not be less than the minimum
                exercise
                price required by Section 8.3 with respect to Incentive Stock
                Options.

            


    

    
      	
               

              7.3    Term
                of
                Options

            


    

    
      	
               

              Subject
                to earlier termination in accordance with the terms of the Plan and
                the
                instrument evidencing the Option, the maximum term of an Option (the
                "Option Term") shall be as established for that Option by the Plan
                Administrator or, if not so established, shall be ten years from
                the Grant
                Date.  For Incentive Stock Options, the Option Term shall be as
                specified in Section 8.4.

            


    

    
      	
               

              7.4    Exercise
                of
                Options

            


    

    
      	 
	
              The
                Plan Administrator shall establish and set forth in each instrument
                that
                evidences an Option the time at which, or the installments in which,
                the
                Option shall vest and become exercisable, any of which provisions
                may be
                waived or modified by the Plan Administrator at any time.  If
                not so established in the instrument evidencing the Option, the Option
                shall vest and become exercisable according to the following schedule,
                which may be waived or modified by the Plan Administrator at any
                time:

            
	 


    

     

     

    
      
         

      

      
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              Period
                of Participant's Continuous

              Employment
                or Service With the Company

              or
                Its Related Companies From the

              Vesting
                Commencement Date

            	
               

               

              Portion
                of Total Option

              That
                Is Vested and Exercisable

            
	
               

              After
                1 year

            	
               

              25%

            
	
              Each
                year thereafter

            	
              25%

            
	
              After
                4 years

            	
              100%

            


    

    
      	
               

              To
                the extent an Option has vested and become exercisable, the Option
                may be
                exercised in whole or from time to time in part by delivery to the
                Company
                of a written stock option exercise agreement or notice, in a form
                and in
                accordance with procedures established by the Plan Administrator,
                setting
                forth the number of shares with respect to which the Option is being
                exercised, the restrictions imposed on the shares purchased under
                such
                exercise agreement, if any, and such representations and agreements
                as may
                be required by the Plan Administrator, accompanied by payment in
                full as
                described in Section 7.5.  An Option may be exercised only
                for whole shares and may not be exercised for less than a reasonable
                number of shares at any one time, as determined by the Plan
                Administrator.

            


    

    
      	
               

              7.5    Payment
                of Exercise Price

            


    

    
      	
               

              The
                exercise price for shares purchased under an Option shall be paid
                in full
                to the Company by delivery of consideration equal to the product
                of the
                Option exercise price and the number of shares purchased.  Such
                consideration must be paid before the Company will issue the shares
                being
                purchased and must be in a form or a combination of forms acceptable
                to
                the Plan Administrator for that purchase, which forms may
                include:

            
	
              (a)           cash;

            
	
              (b)           check;

            
	
              (c)           tendering
                (either actually or, if the Common Stock is registered under
                Section 12(b) or 12(g) of the Exchange Act, by attestation) shares of
                Common Stock already owned by the Participant for at least six months
                (or
                any shorter period necessary to avoid a charge to the Company's earnings
                for financial reporting purposes) that have a Fair Market Value equal
                to
                the aggregate exercise price of the shares being purchased under
                the
                Option;

            
	
              (d)           if
                the Common Stock is registered under Section 12(b) or 12(g) of the
                Exchange Act, delivery of a properly executed exercise notice, together
                with irrevocable instructions to a brokerage firm designated by the
                Company to deliver promptly to the Company the aggregate amount of
                sale or
                loan proceeds to pay the Option exercise price and any withholding
                tax
                obligations that may arise in connection with the exercise, all in
                accordance with the regulations of the Federal Reserve Board;
                or

            
	
              (e)           such
                other consideration as the Plan Administrator may
                permit.

            
	
              In
                addition, to assist a Participant in acquiring shares of Common Stock
                pursuant to an Award granted under the Plan, the Plan Administrator,
                in
                its sole discretion, may authorize, either at the Grant Date or at
                any
                time before the acquisition of Common Stock pursuant to the Award,
                (i) the payment by a Participant of the purchase price of the Common
                Stock by a promissory note, or (ii) the guarantee by the Company of a
                loan obtained by the Participant from a third party.  Such notes
                or loans must be full recourse to the extent necessary to avoid charges
                to
                the Company's earnings for financial reporting
                purposes.  Subject to the foregoing, the Plan Administrator
                shall in its sole discretion specify the terms of any loans or loan
                guarantees, including the interest rate and terms of and security
                for
                repayment.  Notwithstanding the foregoing, with respect to
                officers and directors of the Company, the Plan Administrator shall
                not be
                obligated to accept, and shall not permit or accept, payment of the
                exercise price under an Option in any form or combination of forms
                that
                would constitute a personal loan to or for such officer or director,
                by
                the Company, in violation of Section 13(k) of the Exchange
                Act.

            


    

    
    

     

     

    
      
         

      

      
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              7.6    Post-Termination
                Exercises

            


    

    
      	
               

              The
                Plan Administrator shall establish and set forth in each instrument
                that
                evidences an Option whether the Option shall continue to be exercisable,
                and the terms and conditions of such exercise, if a Participant ceases
                to
                be employed by, or to provide services to, the Company or a Related
                Company, which provisions may be waived or modified by the Plan
                Administrator at any time.  If not so established in the
                instrument evidencing the Option, the Option shall be exercisable
                according to the following terms and conditions, which may be waived
                or
                modified by the Plan Administrator at any time:

            
	
              (a)           Any
                portion of an Option that is not vested and exercisable on the date
                of a
                Participant's Termination of Service shall expire on such
                date.

            
	
              (b)           Any
                portion of an Option that is vested and exercisable on the date of
                a
                Participant's Termination of Service shall expire on the earliest
                to occur
                of:

            


    

    
      	
               

              (i)           if
                the Participant's Termination of Service occurs for reasons other
                than
                Cause, Retirement or Early Retirement, Disability or death, the date
                which
                is three months after such Termination of Service;

            
	
              (ii)           if
                the Participant's Termination of Service occurs by reason of Retirement
                or
                Early Retirement, Disability or death, the one-year anniversary of
                such
                Termination of Service;

            
	
              (iii)           if
                the Participant's Termination of Service occurs by reason of Cause,
                the
                date which is thirty days after such Termination of
                Service;and

            
	
              (iv)           the
                last day of the Option Term (the "Option Expiration
                Date").

            


    

    
      	
               

              Notwithstanding
                the foregoing, if a Participant dies after his or her Termination
                of
                Service but while an Option is otherwise exercisable, the portion
                of the
                Option that is vested and exercisable on the date of such Termination
                of
                Service shall expire upon the earlier to occur of (y) the Option
                Expiration Date and (z) the one-year anniversary of the date of
                death, unless the Plan Administrator determines
                otherwise.

            
	
              Also
                notwithstanding the foregoing, in case a Participant's Termination
                of
                Service occurs for Cause, all Options granted to the Participant
                shall
                automatically expire upon first notification to the Participant of
                such
                termination, unless the Plan Administrator determines
                otherwise.  If a Participant's employment or service
                relationship with the Company is suspended pending an investigation
                of
                whether the Participant shall be terminated for Cause, all the
                Participant's rights under any Option shall likewise be suspended
                during
                the period of investigation.  If any facts that would constitute
                termination for Cause are discovered after a Participant's Termination
                of
                Service, any Option then held by the Participant may be immediately
                terminated by the Plan Administrator, in its sole
                discretion.

            
	
              (c)           A
                Participant's change in status from an employee to a consultant,
                advisor
                or independent contractor or a change in status from a consultant,
                advisor
                or independent contractor to an employee, shall not be considered
                a
                Termination of Service for purposes of this
                Section 7.

            
	
              (d)           The
                effect of a Company-approved leave of absence on the application
                of this
                Section 7 shall be determined by the Plan Administrator, in its sole
                discretion.

            


    

    
      	
               

              SECTION
                8.  INCENTIVE STOCK OPTION
                LIMITATIONS

            


    

    
      	
               

              Notwithstanding
                any other provisions of the Plan, and to the extent required by
                Section 422 of the Code, Incentive Stock Options shall be subject to
                the following additional terms and
                conditions:

            


    

    
      	
               

              8.1    Dollar
                Limitation

            


    

    
      	
               

              To
                the extent the aggregate Fair Market Value (determined as of the
                Grant
                Date) of Common Stock with respect to which a Participant's Incentive
                Stock Options become exercisable for the first time during any calendar
                year (under the Plan and all other stock option plans of the Company
                and
                its parent and subsidiary corporations) exceeds $100,000, such portion
                in
                excess of $100,000 shall be treated as a Nonqualified Stock
                Option.  In the event the Participant holds two or more such
                Options that become exercisable for the first time in the same calendar
                year, such limitation shall be applied on the basis of the order
                in which
                such Options are granted.

            


    

    
    

     

     

    
      
         

      

      
        8

        
          

        

      

      
         

      

    

    
 

    
      	
               

              8.2    Eligible
                Employees

            


    

    
      	
               

              Individuals
                who are not employees of the Company or one of its parent or subsidiary
                corporations may not be granted Incentive Stock
                Options.

            


    

    
      	
               

              8.3    Exercise
                Price

            


    

    
      	
               

              The
                exercise price of an Incentive Stock Option shall be at least 100%
                of the
                Fair Market Value of the Common Stock on the Grant Date, and in the
                case
                of an Incentive Stock Option granted to a Participant who owns more
                than
                10% of the total combined voting power of all classes of the stock
                of the
                Company or of its parent or subsidiary corporations (a "Ten Percent
                Stockholder"), shall not be less than 110% of the Fair Market Value
                of the
                Common Stock on the Grant Date.  The determination of more than
                10% ownership shall be made in accordance with Section 422 of the
                Code.

            


    

    
      	
               

              8.4    Option
                Term

            


    

    
      	
               

              Subject
                to earlier termination in accordance with the terms of the Plan and
                the
                instrument evidencing the Option, the Option Term of an Incentive
                Stock
                Option shall not exceed ten years, and in the case of an Incentive
                Stock
                Option granted to a Ten Percent Stockholder, shall not exceed five
                years.

            


    

    
      	
               

              8.5    Exercisability

            


    

    
      	
               

              An
                Option designated as an Incentive Stock Option shall cease to qualify
                for
                favorable tax treatment as an Incentive Stock Option to the extent
                it is
                exercised (if permitted by the terms of the Option): (a) more than
                three months after the date of a Participant's Termination of Service
                if
                termination was for reasons other than death or Disability, (b) more
                than one year after the date of a Participant's Termination of Service
                if
                termination was by reason of Disability, or (c) after the Participant
                has been on leave of absence for more than 90 days, unless the
                Participant's reemployment rights are guaranteed by statute or
                contract.

            


    

    
      	
               

              8.6    Taxation
                of
                Incentive Stock Options

            


    

    
      	
               

              In
                order to obtain certain tax benefits afforded to Incentive Stock
                Options
                under Section 422 of the Code, the Participant must hold the shares
                acquired upon the exercise of an Incentive Stock Option for two years
                after the Grant Date and one year after the date of exercise.

               

            
	
              A
                Participant may be subject to the alternative minimum tax at the
                time of
                exercise of an Incentive Stock Option.  The Participant shall
                give the Company prompt notice of any disposition of shares acquired
                on
                the exercise of an Incentive Stock Option prior to the expiration
                of such
                holding periods.

            


    

    
      	
               

              8.7Promissory
                Notes

            


    

    
      	
               

              The
                amount of any promissory note delivered pursuant to Section 7.5 in
                connection with an Incentive Stock Option shall bear interest at
                a rate
                specified by the Plan Administrator, but in no case less than the rate
                required to avoid imputation of interest (taking into account any
                exceptions to the imputed interest rules) for federal income tax
                purposes.

            


    

    
    

     

     

    
      
         

      

      
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              8.8    Code
                Definitions

            


    

    
      	
               

              For
                the purposes of this Section 8, "parent corporation" and "subsidiary
                corporation" shall have the meanings attributed to those terms for
                purposes of Section 422 of the
                Code.

            


    

    
      	
               

              SECTION
                9.  STOCK AWARDS

            


    

    
      	
               

              9.1    Grant
                of Stock Awards

            


    

    
      	
               

              The
                Plan Administrator is authorized to make Awards of Common Stock or
                Awards
                denominated in units of Common Stock on such terms and conditions
                and
                subject to such repurchase or forfeiture restrictions, if any (which
                may
                be based on continuous service with the Company or the achievement
                of
                performance goals  where such goals may be stated in absolute
                terms or relative to comparison companies), as the Plan Administrator
                shall determine, in its sole discretion, which terms, conditions
                and
                restrictions shall be set forth in the instrument evidencing the
                Award.  The terms, conditions and restrictions that the Plan
                Administrator shall have the power to determine shall include, without
                limitation, the manner in which shares subject to Stock Awards are
                held
                during the periods they are subject to restrictions and the circumstances
                under which repurchase or forfeiture of the Stock Award shall occur
                by
                reason of a Participant's Termination of Service.  Such Stock
                Awards may be referred to as Restricted Stock Awards, Restricted
                Stock
                Grants, Restricted Stock Units, RSUs or such other designation as
                may be
                determined by the Plan Administrator from time to
                time.

            


    

    
      	
               

              9.2    Issuance
                of
                Shares

            


    

    
      	
               

              Upon
                the satisfaction of any terms, conditions and restrictions prescribed
                in
                respect to a Stock Award, or upon a Participant's release from any
                terms,
                conditions and restrictions of a Stock Award, as determined by the
                Plan
                Administrator, the Company shall release, as soon as practicable,
                to the
                Participant or, in the case of the Participant's death, to the personal
                representative of the Participant's estate or as the appropriate
                court
                directs, the appropriate number of shares of Common
                Stock.

            


    

    
      	
               

              9.3Waiver
                of Restrictions

            


    

    
      	
               

              Notwithstanding
                any other provisions of the Plan, the Plan Administrator may, in
                its sole
                discretion, waive the repurchase or forfeiture period and any other
                terms,
                conditions or restrictions on any Stock Award under such circumstances
                and
                subject to such terms and conditions as the Plan Administrator shall
                deem
                appropriate.

            


    

    
      	
               

              SECTION
                10.  WITHHOLDING

            


    

    
      	
               

              The
                Company may require the Participant to pay to the Company the amount
                of
                any taxes that the Company is required by applicable federal, state,
                local
                or foreign law to withhold with respect to the grant, vesting or
                exercise
                of an Award.  The Company shall not be required to issue any
                shares of Common Stock under the Plan until such obligations are
                satisfied.

               

            
	
              The
                Plan Administrator may permit or require a Participant to satisfy
                all or
                part of his or her tax withholding obligations by: (a) paying cash to
                the Company, (b) having the Company withhold from cash amounts
                otherwise due or to become due from the Company to the Participant,
                (c) having the Company withhold a number of shares of Common Stock
                that would otherwise be issued to the Participant (or become vested
                in the
                case of Stock Awards) having a value equal to the tax withholding
                obligations, or (d) surrendering a number of shares of Common Stock
                the Participant already owns having a value equal to the tax withholding
                obligations.  The value of the shares so withheld may not exceed
                the employer's minimum required tax withholding rate, and the value
                of the
                shares so tendered may not exceed such rate to the extent the Participant
                has owned the tendered shares for less than six months if such limitation
                is necessary to avoid a charge to the Company for financial reporting
                purposes.  Notwithstanding the foregoing, with respect to
                officers and directors of the Company, the Plan Administrator shall
                not be
                obligated to permit, and shall not permit the satisfaction by the
                officer
                or director of his or her tax withholding obligations in any manner
                that
                would constitute a personal loan to or for the officer or director,
                by the
                Company, in violation of Section 13(k) of the Exchange
                Act.

            


    

    
    

     

     

    
      
         

      

      
        10

        
          

        

      

      
         

      

    

    
 

    
      	
               

              SECTION
                11.  ASSIGNABILITY

            


    

    
      	
               

              No
                Award or interest in an Award may be assigned, pledged or transferred
                by
                the Participant or made subject to attachment or similar proceedings
                otherwise than by will or by the applicable laws of descent and
                distribution, except to the extent a Participant designates a beneficiary
                on a Company-approved form who may exercise the Award or receive
                payment
                under the Award after the Participant's death.  During a
                Participant's lifetime, an Award may be exercised only by the
                Participant.  Notwithstanding the foregoing and to the extent
                permitted by Section 422 of the Code, the Plan Administrator, in its
                sole discretion, may permit a Participant to assign or transfer an
                Award;
                provided, however, that an Award so assigned or transferred shall
                be
                subject to all the terms and conditions of the Plan and those contained
                in
                the instrument evidencing the
                Award.

            


    

    
      	
               

              SECTION
                12.  ADJUSTMENTS

            


    

    
      	
               

              12.1    Adjustment
                of
                Shares

            


    

    
      	
               

              In
                the event, at any time or from time to time, a stock dividend, stock
                split, spin-off, combination or exchange of shares, recapitalization,
                merger, consolidation, distribution to stockholders other than a
                normal
                cash dividend, or other change in the Company's corporate or capital
                structure results in (a) the outstanding shares of Common Stock, or
                any securities exchanged therefor or received in their place, being
                exchanged for a different number or kind of securities of the Company
                or
                of any other company, or (b) new, different or additional securities
                of the Company or of any other company being received by the holders
                of
                shares of Common Stock of the Company, then the Plan Administrator
                shall
                make proportional adjustments in (i) the maximum number and kind of
                securities subject to the Plan and issuable as Incentive Stock Options
                as
                set forth in Section 4 and (ii) the number and kind of
                securities that are subject to any outstanding Award and the per
                share
                price of such securities, without any change in the aggregate price
                to be
                paid therefor.  The determination by the Plan Administrator as
                to the terms of any of the foregoing adjustments shall be conclusive
                and
                binding.  Notwithstanding the foregoing, a dissolution or
                liquidation of the Company or a Company Transaction shall not be
                governed
                by this Section 12.1 but shall be governed by Sections 12.2 and
                12.3, respectively.

            


    

    
      	
               

              12.2    Dissolution
                or
                Liquidation

            


    

    
      	
               

              To
                the extent not previously exercised or settled, and unless otherwise
                determined by the Plan Administrator in its sole discretion, Options
                and
                Stock Awards denominated in units shall terminate immediately prior
                to the
                dissolution or liquidation of the Company.  To the extent a
                forfeiture provision or repurchase right applicable to an Award has
                not
                been waived by the Plan Administrator, the Award shall be forfeited
                immediately prior to the consummation of the dissolution or
                liquidation.

            


    

    
      	
               

              12.3    Company
                Transaction

            


    

    
    

     

     

    
      
         

      

      
        11

        
          

        

      

      
         

      

    

    
 

    
      	
               

              12.3.1    Options

            


    

    
      	
               

              In
                the event of a Company Transaction, except as otherwise provided
                in the
                instrument evidencing the Award, each outstanding Option may be assumed
                or
                continued or an equivalent option or right substituted by the surviving
                corporation, the successor corporation or its parent corporation,
                as
                applicable (the "Successor Corporation").  In the event that the
                Successor Corporation refuses to assume, continue or substitute for
                the
                Option, the Plan Administrator may provide in the instrument evidencing
                the Award, or subsequently, that a Participant may vest in and have
                the
                right to exercise the Option as to some or all the shares of Common
                Stock
                subject thereto, including shares as to which the Option would not
                otherwise be vested or exercisable, but unless so provided no such
                vesting
                shall occur.  The Plan Administrator shall notify the
                Participant in writing or electronically of any such vesting and
                of the
                time period in connection with the Company Transaction in which the
                Option
                must be exercised, and the Option shall terminate upon the expiration
                of
                such period.  If the consideration received in the Company
                Transaction is not solely common stock of the Successor Corporation,
                the
                Plan Administrator may, with the consent of the Successor Corporation,
                provide for the consideration to be received upon the exercise of
                the
                Option, for each share of Common Stock subject thereto, to be solely
                common stock of the Successor Corporation equal in fair market value
                to
                the per share consideration received by holders of Common Stock in
                the
                Company Transaction.  All Options shall terminate and cease to
                remain outstanding immediately following the consummation of the
                Company
                Transaction, except to the extent assumed by the Successor
                Corporation.

            


    

    
      	
               

              12.3.2S    tock
                Awards

            


    

    
      	
               

              In
                the event of a Company Transaction, except as otherwise provided
                in the
                instrument evidencing the Award and unless otherwise provided in
                any
                written agreement between a Participant and the Company or a Related
                Company, the vesting of shares subject to Stock Awards and the forfeiture
                provisions to which such shares are subject shall each continue in
                effect.  The number of shares subject to such converted
                restricted stock awards shall be adjusted in the same manner as provided
                in Section 12.3.1 for Options.

            


    

    
      	
               

              12.4    Further
                Adjustment of Awards

            


    

    
      	
               

              Subject
                to Sections 12.2 and 12.3, the Plan Administrator shall have the
                discretion, exercisable at any time before a sale, merger, consolidation,
                reorganization, liquidation, dissolution or change of control of
                the
                Company, as defined by the Plan Administrator, to take such further
                action
                as it determines to be necessary or advisable with respect to
                Awards.  Such authorized action may include (but shall not be
                limited to) establishing, amending or waiving the type, terms, conditions
                or duration of, or restrictions on, Awards so as to provide for earlier,
                later, extended or additional time for exercise, lifting restrictions
                and
                other modifications, and the Plan Administrator may take such actions
                with
                respect to all Participants, to certain categories of Participants
                or only
                to individual Participants.  The Plan Administrator may take
                such action before or after granting Awards to which the action relates
                and before or after any public announcement with respect to such
                sale,
                merger, consolidation, reorganization, liquidation, dissolution or
                change
                of control that is the reason for such
                action.

            


    

    
      	
               

              12.5    Limitations

            


    

    
      	
               

              The
                grant of Awards shall in no way affect the Company's right to adjust,
                reclassify, reorganize or otherwise change its capital or business
                structure or to merge, consolidate, dissolve, liquidate or sell or
                transfer all or any part of its business or
                assets.

            


    

    
      	
               

              12.6    Fractional
                Shares

            


    

    
      	
               

              In
                the event of any adjustment in the number of shares covered by any
                Award,
                each such Award shall cover only the number of full shares resulting
                from
                such adjustment.

            


    

    
      	
              SECTION
                13.  FIRST REFUSAL AND REPURCHASE
                RIGHTS

            


    

    
    

     

     

    
      
         

      

      
        12

        
          

        

      

      
         

      

    

    
 

    
      	
               

              13.1    First
                Refusal Rights

            


    

    
      	
               

              Until
                the date on which the initial registration of the Common Stock under
                Section 12(b) or 12(g) of the Exchange Act first becomes effective,
                the Company shall have the right of first refusal with respect to
                any
                proposed sale or other disposition by a Participant of any shares
                of
                Common Stock issued pursuant to an Award.  Such right of first
                refusal shall be exercisable in accordance with the terms and conditions
                established by the Plan Administrator and set forth in the stock
                purchase
                agreement evidencing the purchase of the
                shares.

            


    

    
      	
               

              13.2    Repurchase
                Rights

            


    

    
      	
               

              Until
                the date on which the initial registration of the Common Stock under
                Section 12(b) or 12(g) of the Exchange Act first becomes effective,
                upon a Participant's Termination of Service, all shares of Common
                Stock
                issued pursuant to an Award (whether issued before or after such
                Termination of Service) shall be subject to repurchase by the Company,
                at
                the Company's sole discretion, at the Fair Market Value of such shares
                on
                the date of such repurchase.  The terms and conditions upon
                which such repurchase right shall be exercisable (including the period
                and
                procedure for exercise) shall be established by the Plan Administrator
                and
                set forth in the stock purchase agreement evidencing the purchase
                of the
                shares.

            


    

    
      	
               

              13.3    General

            


    

    
      	
               

              The
                Company may not exercise its first refusal or repurchase rights under
                Sections 13.1 and 13.2 earlier than six months and one day following
                the date the shares were purchased by a Participant (or any shorter
                period
                determined by the Company to be sufficient to avoid a charge to the
                Company's earnings for financial reporting purposes or required by
                applicable law).

            
	
              The
                Company's first refusal and repurchase rights under this Section 13
                are assignable by the Company at any
                time.

            


    

    
      	
               

              SECTION 14.  MARKET
                STANDOFF

            


    

    
      	
               

              In
                the event of an underwritten public offering by the Company of its
                equity
                securities pursuant to an effective registration statement filed
                under the
                Securities Act, including the Company's initial public offering,
                no person
                may sell, make any short sale of, loan, hypothecate, pledge, grant
                any
                option for the purchase of, or otherwise dispose of or transfer for
                value
                or otherwise agree to engage in any of the foregoing transactions
                with
                respect to any shares issued pursuant to an Award granted under the
                Plan
                without the prior written consent of the Company or its
                underwriters.  Such limitations shall be in effect for such
                period of time as may be requested by the Company or such underwriters;
                provided, however, that in no event shall such period exceed
                180 days.  The limitations of this Section 14 shall in
                all events terminate two years after the effective date of the Company's
                initial public offering.

            
	
              In
                the event of any stock split, stock dividend, recapitalization,
                combination of shares, exchange of shares or other change affecting
                the
                Company's outstanding Common Stock effected as a class without the
                Company's receipt of consideration, any new, substituted or additional
                securities distributed with respect to the purchased shares shall
                be
                immediately subject to the provisions of this Section 14, to the same
                extent the purchased shares are at such time covered by such
                provisions.

            
	
              In
                order to enforce the limitations of this Section 14, the Company may
                impose stop-transfer instructions with respect to the purchased shares
                until the end of the applicable standoff
                period.

            


    

    
    

     

     

    
      
         

      

      
        13

        
          

        

      

      
         

      

    

    
 

    
      	
               

              SECTION
                15.  AMENDMENT AND
                TERMINATION

            


    

    
      	
               

              15.1    Amendment,
                Suspension or Termination of
                Plan

            


    

    
      	
               

              The
                Board may amend, suspend or terminate the Plan or any portion of
                the Plan
                at any time and in such respects as it shall deem advisable; provided,
                however, that to the extent required for compliance with Section 422
                of the Code or any applicable law or regulation, stockholder approval
                shall be required for any amendment that would (a) increase the total
                number of shares available for issuance under the Plan, (b) modify
                the class of employees eligible to receive Options, or (c) otherwise
                require stockholder approval under any applicable law or
                regulation.  Any amendment made to the Plan that would
                constitute a "modification" to Incentive Stock Options outstanding
                on the
                date of such amendment shall not, without the consent of the Participant,
                be applicable to such outstanding Incentive Stock Options but shall
                have
                prospective effect only.

            


    

    
      	
               

              15.2    Term
                of
                Plan

            


    

    
      	
               

              The
                Plan shall have no fixed expiration date; provided, however, that
                no
                Incentive Stock Options may be granted more than ten years after
                the later
                of (a) the adoption by the Board of the Plan and (b) the
                adoption by the Board of any amendment to the Plan that constitutes
                the
                adoption of a new plan for purposes of Section 422 of the
                Code.

            


    

    
      	
               

              15.3    Consent
                of Participant

            


    

    
      	
               

              The
                suspension, amendment or termination of the Plan or a portion thereof
                or
                the amendment of an outstanding Award shall not, without the Participant's
                consent, materially adversely affect any rights under any Award
                theretofore granted to the Participant under the Plan.  Any
                change or adjustment to an outstanding Incentive Stock Option shall
                not,
                without the consent of the Participant, be made in a manner so as
                to
                constitute a "modification" that would cause such Incentive Stock
                Option
                to fail to continue to qualify as an Incentive Stock
                Option.  Notwithstanding the foregoing, any adjustments made
                pursuant to Sections 12.1 through 12.3 shall not be subject to these
                restrictions.

            


    

    
      	
               

              SECTION
                16.  GENERAL

            


    

    
      	
               

              16.1    Evidence
                of
                Awards

            


    

    
      	
               

              Awards
                granted under the Plan shall be evidenced by a written instrument
                that
                shall contain such terms, conditions, limitations and restrictions
                as the
                Plan Administrator shall deem advisable and that are not inconsistent
                with
                the Plan.

            


    

    
      	
               

              16.2    No
                Individual Rights

            


    

    
      	
               

              Nothing
                in the Plan or any Award granted under the Plan shall be deemed to
                constitute an employment contract or confer or be deemed to confer
                on any
                Participant any right to continue in the employ of, or to continue
                any
                other relationship with, the Company or any Related Company or limit
                in
                any way the right of the Company or any Related Company to terminate
                a
                Participant's employment or other relationship at any time, with
                or
                without Cause.

            


    

    
    

     

     

    
      
         

      

      
        14

        
          

        

      

      
         

      

    

    
 

    
      	
               

              16.3    Issuance
                of
                Shares

            


    

    
      	
               

              Notwithstanding
                any other provision of the Plan, the Company shall have no obligation
                to
                issue or deliver any shares of Common Stock under the Plan or make
                any
                other distribution of benefits under the Plan unless, in the opinion
                of
                the Company's counsel, such issuance, delivery or distribution would
                comply with all applicable laws (including, without limitation, the
                requirements of the Securities Act or the laws of any state or foreign
                jurisdiction), and the applicable requirements of any securities
                exchange
                or similar entity.

            
	
              The
                Company shall be under no obligation to any Participant to register
                for
                offering or resale or to qualify for exemption under the Securities
                Act,
                or to register or qualify under the laws of any state or foreign
                jurisdiction, any shares of Common Stock, security or interest in
                a
                security paid or issued under, or created by, the Plan, or to continue
                in
                effect any such registrations or qualifications if
                made.

            
	
              To
                the extent the Plan or any instrument evidencing an Award provides
                for
                issuance of stock certificates to reflect the issuance of shares
                of Common
                Stock, the issuance may be effected on a noncertificated basis, to
                the
                extent not prohibited by applicable law or the applicable rules of
                any
                stock exchange.  As a condition to the exercise of an Option or
                any other receipt of Common Stock pursuant to an Award under the
                Plan, the
                Company may require (a) the Participant to represent and warrant at
                the time of any such exercise or receipt that such shares are being
                purchased or received only for the Participant's own account and
                without
                any present intention to sell or distribute such shares and (b) such
                other action or agreement by the Participant as may from time to
                time be
                necessary to comply with the federal, state and foreign securities
                laws.  At the option of the Company, a stop-transfer order
                against any such shares may be placed on the official stock books
                and
                records of the Company, and a legend indicating that such shares
                may not
                be pledged, sold or otherwise transferred, unless an opinion of counsel
                is
                provided (concurred in by counsel for the Company) stating that such
                transfer is not in violation of any applicable law or regulation,
                may be
                stamped on stock certificates to ensure exemption from
                registration.  The Plan Administrator may also require the
                Participant to execute and deliver to the Company a purchase agreement
                or
                such other agreement as may be in use by the Company at such time
                that
                describes certain terms and conditions applicable to the
                shares.

            


    

    
      	
               

              16.4    No
                Rights as a Stockholder

            


    

    
      	
               

              No
                Option or Stock Award denominated in units shall entitle the Participant
                to any cash dividend, voting or other right of a stockholder unless
                and
                until the date of issuance under the Plan of the shares that are
                the
                subject of such Award.

            


    

    
      	
               

              16.5    Compliance
                With
                Laws and Regulations

            


    

    
      	
               

              Notwithstanding
                anything in the Plan to the contrary, the Plan Administrator, in
                its sole
                discretion, may bifurcate the Plan so as to restrict, limit or condition
                the use of any provision of the Plan to Participants who are officers
                or
                directors subject to Section 16 of the Exchange Act without so
                restricting, limiting or conditioning the Plan with respect to other
                Participants.  Additionally, in interpreting and applying the
                provisions of the Plan, any Option granted as an Incentive Stock
                Option
                pursuant to the Plan shall, to the extent permitted by law, be construed
                as an "incentive stock option" within the meaning of Section 422 of
                the Code.

            


    

    
      	
               

              16.6    Participants
                in
                Other Countries

            


    

    
      	
               

              The
                Plan Administrator shall have the authority to adopt such modifications,
                procedures and subplans as may be necessary or desirable to comply
                with
                provisions of the laws of other countries in which the Company or
                any
                Related Company may operate to assure the viability of the benefits
                from
                Awards granted to Participants employed in such countries and to
                meet the
                objectives of the Plan.

            


    

    
      	
               

              16.7    No
                Trust or Fund

            


    

    
      	
               

              The
                Plan is intended to constitute an "unfunded" plan.  Nothing
                contained herein shall require the Company to segregate any monies
                or
                other property, or shares of Common Stock, or to create any trusts,
                or to
                make any special deposits for any immediate or deferred amounts payable
                to
                any Participant, and no Participant shall have any rights that are
                greater
                than those of a general unsecured creditor of the
                Company.

            


    

    
    

     

     

    
      
         

      

      
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              16.8    Severability

            


    

    
      	
               

              If
                any provision of the Plan or any Award is determined to be invalid,
                illegal or unenforceable in any jurisdiction, or as to any person,
                or
                would disqualify the Plan or any Award under any law deemed applicable
                by
                the Plan Administrator, such provision shall be construed or deemed
                amended to conform to applicable laws, or, if it cannot be so construed
                or
                deemed amended without, in the Plan Administrator's determination,
                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.

            


    

    
      	
               

              16.9    Choice
                of Law; Jurisdiction and
                Venue

            


    

    
      	
               

              The
                Plan and all determinations made and actions taken pursuant hereto
                shall
                be governed by the laws of the State of Colorado without giving effect
                to
                principles of conflicts of law.  Any action at law or in equity
                arising directly or indirectly in connection with, out of, or related
                to
                the Plan or any Award shall be initiated only in the state or federal
                courts located in the city and county of Denver, Colorado.  Each
                Participant in the Plan hereby irrevocably waives any right such
                Participant may have to object to, transfer, or change the venue
                of any
                action brought or arising out of or in connection with this
                Agreement.

            


    

    
      	
               

              SECTION
                17.  EFFECTIVE
                DATE

            


    

    
      	
               

              The
                effective date is the date on which the Plan is adopted by the
                Board.  If the stockholders of the Company do not approve the
                Plan within 12 months after the Board's adoption of the Plan, any
                Incentive Stock Options granted under the Plan will be treated as
                Nonqualified Stock Options.

            


    

     

     

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