ex10_21.htm


    Exhibit
10.21

    
 

    ACCOUNTABILITIES,
INC.

    EQUITY
INCENTIVE PLAN

     

    
      	
              1.  

            	
              PURPOSE.

            


    

     

    The
purpose of this Accountabilities, Inc. Equity Incentive Plan (the “Plan”) is to
advance the interests of Accountabilities, Inc. (the “Company”) and its
subsidiaries by enhancing the ability of the Company to (i) attract and retain
employees and other persons or entities who are in a position to make
significant contributions to the success of the Company and its subsidiaries;
(ii) reward such persons for such contributions; and (iii) encourage such
persons or entities to take into account the long-term interest of the Company
through ownership of shares of the Company’s common stock, $.0001 par value per
share (the “Common Stock”).

     

    The Plan
is intended to accomplish these objectives by enabling the Company to grant
awards (“Awards”) in the form of incentive stock options (“ISOs”), nonqualified
stock options (“Nonqualified Options”) (ISOs and Nonqualified Options shall be
collectively referred to herein as “Options”), stock appreciation rights
(“SARs”), restricted stock (“Restricted Stock”), deferred stock (“Deferred
Stock”), or other stock based awards (“Other Stock Based Awards”), all as more
fully described below.

     

    
      	
              2.  

            	
              ADMINISTRATION.

            


    

     

    
      	
            	
              (a)  

            	
              The
      Plan will be administered by the Board of Directors of the Company (the
      “Board”) or, if in existence, the Compensation Committee (the “Committee”)
      of the Board of Directors (such party administering the Plan to be
      referred to herein as the “Administrator”).  The Administrator
      may be constituted to permit the Plan to comply with the “outside
      director” requirement of Section 162(m)(4)(c)(i) of the Internal Revenue
      Code of 1986, as amended (the “Code”), and the regulations promulgated
      thereunder, or any successor rules.  The Administrator will
      determine the recipients of Awards, the times at which Awards will be
      made, the size and type or types of Awards to be made to each recipient,
      and will set forth in each such Award the terms, conditions and
      limitations applicable to the Award granted.  Awards may be made
      singly, in combination or in tandem.  The Administrator will
      have full and exclusive power to interpret the Plan, to adopt rules,
      regulations and guidelines relating to the Plan, to grant waivers of Plan
      restrictions and to make all of the determinations necessary for its
      administration.  Such determinations and actions of the
      Administrator, and all other determinations and actions of the
      Administrator made or taken under authority granted by any provision of
      the Plan, will be conclusive and binding on all parties.  Except
      to the extent otherwise required under Code Section 409A, related
      regulations, or other guidance, the Administrator shall have the
      authority, in its sole discretion, to accelerate the date that any Award
      which was not otherwise exercisable, vested or earned shall become
      exercisable, vested or earned in whole or in part without any obligation
      to accelerate such date with respect to any other
  Award

            


    

     


    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    granted
to any recipient. In addition, the Administrator shall have the authority and
discretion to establish terms and conditions of Awards as the Administrator
determines to be necessary or appropriate to conform to the applicable
requirements or practices of jurisdictions outside of the United States. In
addition to action by meeting in accordance with applicable laws, any action of
the Administrator with respect to the Plan may be taken by a written instrument
signed by all of the members of the Administrator, and any such action so taken
by written consent shall be as fully effective as if it had been taken by a
majority of the members at a meeting duly held and called.

     

    
      	
              3.  

            	
              EFFECTIVE DATE AND
      TERM OF PLAN.

            


    

     

    The Plan
will become effective on September 19, 2007, but shall be subject to approval by
the requisite vote of the Company’s shareholders.  Any Awards granted
under the Plan prior to such shareholder approval shall be conditioned upon such
shareholder approval and shall be null and void if such approval is not
obtained.

     

    The Plan
will terminate on September 19, 2017, subject to earlier termination of the Plan
by the Board pursuant to Section 18 herein.  No Award may be granted
under the Plan after the termination date of the Plan, but Awards previously
granted may extend beyond that date pursuant to the terms of such
Awards.

     

    
      	
              4.  

            	
              SHARES SUBJECT TO THE
      PLAN.

            


    

     

    Subject
to adjustment as provided in Section 16 herein, the aggregate number of shares
of Common Stock reserved for issuance pursuant to Awards granted under the Plan
shall be two million (2,000,000) shares.  The maximum number of shares
of Common Stock which may be issued to the Chief Executive Officer (“CEO”) of
the Company pursuant to all Awards granted the CEO under the Plan shall not
exceed thirty-five percent (35%) of the number of shares of the Company’s Common
Stock reserved for issuance hereunder.  The maximum number of shares
of the Company’s Common Stock awarded to any other “Participant” (as defined in
Section 5 below) pursuant to all Awards granted to such Participant under the
Plan shall not exceed twenty percent (20%) of the number of shares of the
Company’s Common Stock reserved for issuance hereunder.

     

    The
shares of Common Stock delivered under the Plan may be either authorized but
unissued shares of Common Stock or shares of the Company’s Common Stock held by
the Company as treasury shares, including shares of Common Stock acquired by the
Company in open market and private transactions.  No fractional shares
of Common Stock will be delivered pursuant to Awards granted under the Plan and
the Administrator shall determine the manner in which fractional share value
will be treated.

     

    If any
Award requiring exercise by a Participant for delivery of shares of Common Stock
is cancelled or terminates without having been exercised in full, or if any
Award payable in shares of Common Stock or cash is satisfied in cash rather than
Common Stock, the number of shares of Common Stock as to which such Award was
not exercised or for which cash was substituted will be available for future
Awards of Common Stock;

     


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    provided,
however, that Common Stock subject to an Option cancelled upon the exercise of
an SAR shall not again be available for Awards under the Plan unless, and to the
extent that, the SAR is settled in cash.  Shares of Restricted Stock
and Deferred Stock forfeited to the Company in accordance with the Plan and the
terms of the particular Award shall be available again for Awards under the Plan
unless the Administrator determines otherwise.

     

    
      	
              5.  

            	
              ELIGIBILITY AND
      PARTICIPATION.

            


    

     

    Those
eligible to receive Awards under the Plan (each, a “Participant” and
collectively, the “Participants”) will be persons in the employ of the Company
or any of its subsidiaries designated by the Administrator (“Employees”) and
other persons or entities who, in the opinion of the Administrator, are in a
position to make a significant contribution to the success of the Company or its
subsidiaries, including, without limitation, consultants and agents of the
Company or any subsidiary.  A “subsidiary” for purposes of the Plan
will be a present or future corporation or other entity of which the Company
owns or controls, or will own or control, more than 50% of the total combined
voting power of all classes of stock or other equity interests.

     

    
      	
              6.  

            	
              OPTIONS.

            


    

     

    
      	
            	
              (a)  

            	
              Nature of
      Options.  An Option is an Award entitling the Participant
      to purchase a specified number of shares of Common Stock at a specified
      exercise price.  Both ISOs, as defined in Section 422 of the
      Code, and Nonqualified Options may be granted under the Plan; provided,
      however, that ISOs may be awarded only to
  Employees.

            


    

     

    
      	
            	
              (b)  

            	
              Exercise
      Price.  The exercise price of each Option shall be equal
      to the “Fair Market Value” (as defined below) of the Common Stock on the
      date the Award is granted to the Participant; provided, however, that (i)
      in the Administrator’s discretion, the exercise price of a Nonqualified
      Option may be less than the Fair Market Value of the Common Stock on the
      date of grant; (ii) with respect to a Participant who owns more than ten
      percent (10%) of the total combined voting power of all classes of stock
      of the Company, the option price of an ISO granted to such Participant
      shall not be less than one hundred and ten percent (110%) of the Fair
      Market Value of the Common Stock on the date the Award is granted; and
      (iii) with respect to any Option repriced by the Administrator, the
      exercise price shall be equal to the Fair Market Value of the Common Stock
      on the date such Option is repriced unless otherwise determined by the
      Administrator.  For purposes of this Plan, Fair Market Value
      shall mean the closing price of the Common Stock as reported on the
      principal securities exchange on which the Common Stock is listed, or if
      not so listed, the last sale price (or the average of the high asked and
      low bid prices of the Common Stock if sales price information is not
      reported) of the Common Stock as reported by the Nasdaq Stock Market or,
      if not reported on the Nasdaq Stock Market, by the NASD OTC Bulletin Board
      or similar quotation service.  If
the

            


    

     


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    Common
Stock is not publicly traded, Fair Market Value shall be determined in good
faith by the Board of Directors.

     

    
      	
            	
              (c)  

            	
              Duration of
      Options.  The term of each Option granted to a
      Participant pursuant to an Award shall be determined by the Administrator;
      provided, however, that in no case shall an Option be exercisable more
      than ten (10) years (five (5) years in the case of an ISO granted to a ten
      percent (10%) stockholder as defined in (b) above) from the date of the
      Award.

            


    

     

    
      	
            	
              (d)  

            	
              Exercise of Options
      and Conditions.  Except as otherwise provided in Sections
      18 and 19 herein, and except as otherwise provided below with respect to
      ISOs, Options granted pursuant to an Award will become exercisable at such
      time or times, and subject to such conditions, as the Administrator may
      specify at the time of the Award.  The Options may be subject to
      such restrictions, conditions and forfeiture provisions as the
      Administrator may determine, including, but not limited to, restrictions
      on transfer, continuous service with the Company or any of its
      subsidiaries, achievement of business objectives, and individual, division
      and Company performance.  To the extent exercisable, an Option
      may be exercised either in whole at any time or in part from time to
      time.  With respect to an ISO granted to a Participant, the Fair
      Market Value of the shares of Common Stock on the date of grant which are
      exercisable for the first time by a Participant during any calendar year
      shall not exceed $100,000.

            


    

     

    
      	
            	
              (e)  

            	
              Payment for and
      Delivery of Stock. Full payment for shares of Common Stock
      purchased will be made at the time of the exercise of the Option, in whole
      or in part.  Payment of the purchase price will be made in cash
      or in such other form as the Administrator may permit, including, without
      limitation, delivery of shares of Common
Stock.

            


    

     

    
      	
              7.  

            	
              STOCK APPRECIATION
      RIGHTS.

            


    

     

    
      	
            	
              (a)  

            	
              Nature of Stock
      Appreciation Rights.  An SAR is an Award entitling the
      recipient to receive payment, in cash and/or shares of Common Stock,
      determined in whole or in part by reference to appreciation in the value
      of a share of Common Stock.  An SAR entitles the recipient to
      receive in cash and/or shares of Common Stock, with respect to each SAR
      exercised, the excess of the Fair Market Value of a share of Common Stock
      on the date of exercise over the Fair Market Value of a share of Common
      Stock on the date the SAR was
granted.

            


    

     

    
      	
            	
              (b)  

            	
              Grant of
      SARs.  SARs may be subject to Awards in tandem with, or
      independently of, Options granted under the Plan.  An SAR
      granted in tandem with an Option which is not an ISO may be granted either
      at or after the time the Option is granted.  AN SAR granted in
      tandem with an ISO may be granted only at the time the ISO is granted and
      may expire no later than the expiration of the underlying
    ISO.

            


    

     


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    


     

    
      	
            	
              (c)  

            	
              Exercise of
      SARs.  An SAR not granted in tandem with an Option will
      become exercisable at such time or times, and on such conditions, as the
      Administrator may specify.  An SAR granted in tandem with an
      Option will be exercisable only at such times, and to the extent, that the
      related option is exercisable.  An SAR granted in tandem with an
      ISO may be exercised only when the market price of the shares of Common
      Stock subject to the ISO exceeds the exercise price of the ISO, and the
      SAR may be for no more than one hundred percent (100%) of the difference
      between the exercise price of the underlying ISO and the Fair Market Value
      of the Common Stock subject to the underlying ISO at the time the SAR is
      exercised.  At the option of the Administrator, upon exercise,
      an SAR may be settled in cash, Common Stock or a combination of
      both.

            


    

     

    
      	
              8.  

            	
              RESTRICTED
      STOCK.

            


    

     

    A
Restricted Stock Award entitles the recipient to acquire shares of Common Stock,
subject to certain restrictions or conditions, for no cash consideration, if
permitted by applicable law, or for such other consideration as may be
determined by the Administrator.  The Award may be subject to such
restrictions, conditions and forfeiture provisions as the Administrator may
determine, including, but not limited to, restrictions on transfer, continuous
service with the Company or any of its subsidiaries, achievement of business
objectives, and individual, division and Company performance.  Subject
to such restrictions, conditions and forfeiture provisions as may be established
by the Administrator, any Participant receiving an Award of Restricted Stock
will have all the rights of a stockholder of the Company with respect to the
shares of Restricted Stock, including the right to vote the shares and the right
to receive any dividends thereon.

     

    
      	
              9.  

            	
              DEFERRED
      STOCK.

            


    

     

    A
Deferred Stock Award entitles the recipient to receive shares of Common Stock to
be delivered in the future.  Delivery of the shares of Common Stock
will take place at such time or times, and on such conditions, as the
Administrator may specify.  At the time any Deferred Stock Award is
granted, the Administrator may provide that the Participant will receive an
instrument evidencing the Participant’s right to future delivery of Deferred
Stock.

     

    
      	
              10.  

            	
              OTHER STOCK BASED
      AWARDS.

            


    

     

    The
Administrator shall have the right to grant Other Stock Based Awards under the
Plan to Employees which may include, without limitation, the grant of shares of
Common Stock as bonus compensation and the issuance of shares of Common Stock in
lieu of an Employee’s cash compensation.

     


    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    


     

    
      	
              11.  

            	
              AWARD
      AGREEMENTS.

            


    

     

    The grant
of any Award under the Plan may be evidenced by an agreement which shall
describe the specific Award granted and the terms and conditions of the
Award.  Any Award shall be subject to the terms and conditions of any
such agreement required by the Administrator.

     

    
      	
              12.  

            	
              TRANSFERS.

            


    

     

    No Award
(other than an outright Award in the form of Common Stock without any
restrictions) may be assigned, pledged or transferred other than by will or by
the laws of descent and distribution and, during a Participant’s lifetime, will
be exercisable only by the Participant or, in the event of a Participant’s
incapacity, by the Participant’s guardian or legal representative.

     

    
      	
              13.  

            	
              RIGHTS OF A
      STOCKHOLDER.

            


    

     

    Except as
specifically provided by the Plan, the receipt of an Award will not give a
Participant rights as a stockholder of the Company.  The Participant
will obtain such rights, subject to any limitations imposed by the Plan, or the
instrument evidencing the Award, upon actual receipt of shares of Common
Stock.

     

    
      	
              14.  

            	
              CONDITIONS ON DELIVERY
      OF STOCK.

            


    

     

    The
Company will not be obligated to deliver any shares of Common Stock pursuant to
the Plan or to remove any restrictions or legends from shares of Common Stock
previously delivered under the Plan until, (a) in the opinion of the Company’s
counsel, all applicable federal and state laws and regulations have been
complied with, (b) until the shares of Common Stock to be delivered have been
listed or authorized to be listed on the American Stock Exchange (or such other
exchange or quotation system on which shares of Common Stock may be listed or
quoted), and (c) until all other legal matters in connection with the issuance
and delivery of such shares of Common Stock have been approved by the Company’s
counsel.  If the sale of shares of Common Stock has not been
registered under the Securities Act of 1933, as amended (the “Act”), and
qualified under the appropriate “blue sky” laws, the Company may require, as a
condition to exercise of the Award, such representations and agreements as
counsel for the Company may consider appropriate to avoid violation of such Act
and laws and may require that the certificates evidencing such shares of Common
Stock bear an appropriate legend restricting transfer.

     

    If an
Award is exercised by a Participant’s legal representative, the Company will be
under no obligation to deliver shares of Common Stock pursuant to such exercise
until the Company is satisfied as to the authority of such
representative.

     


    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    


     

    
      	
              15.  

            	
              TAX
      WITHHOLDING.

            


    

     

    The
Company will have the right to deduct from any cash payment under the Plan or
otherwise payable to the Participant taxes that are required to be withheld and
to condition the obligation to deliver or vest shares of Common Stock under this
Plan upon the Participant’s paying the Company such amount as the Company may
request to satisfy any liability for applicable withholding
taxes.  The obligations of the Company under this Plan shall be
conditioned upon such payment or the making of arrangements satisfactory to the
Company regarding such payments, and the Company, or any of its Subsidiaries,
shall, to the extent permitted by law, have the right to deduct any such taxes
from any payment otherwise due to the Participant.  The Administrator
may in its discretion permit Participants to satisfy all or part of their
withholding liability either by delivery of shares of Common Stock held by the
Participant or by withholding shares of Common Stock to be delivered to a
Participant upon the grant or exercise of an Award.

     

    
      	
              16.  

            	
              ADJUSTMENT OF
      AWARD.

            


    

     

    
      	
            	
              (a)  

            	
              The
      Administrator may make or provide for such adjustments in the numbers of
      shares of Common Stock covered by outstanding Awards granted hereunder,
      and any applicable exercise price provided in outstanding Awards and in
      the kind of shares covered thereby, as the Administrator, in its sole
      discretion, may determine is equitably required to prevent dilution or
      enlargement of the rights of Participants that otherwise would result from
      (i) any stock dividend, stock split, combination of shares,
      recapitalization or other change in the capital structure of the Company,
      or (ii) any merger, consolidation, spin-off, split-off, spin-out,
      split-up, reorganization, partial or complete liquidation or other
      distribution of assets, issuance of rights or warrants to purchase
      securities, or (iii) any other corporate transaction or event having an
      effect similar to any of the foregoing.  Moreover, in the event
      of any such transaction or event, the Administrator, in its discretion,
      may provide in substitution for any or all outstanding awards under this
      Plan such alternative consideration (including cash), if any, as it may
      determine to be equitable in the circumstances and may require in
      connection therewith the surrender of all Awards so
      replaced.  The Administrator may also make or provide for such
      adjustments in the numbers of shares specified in Section 4 of this Plan
      as the Administrator in its sole discretion may determine is appropriate
      to reflect any transaction or event described in this Section 16(a);
      provided, however, that any such adjustment to the number specified in
      Section 4 will be made only if and to the extent that such adjustment
      would not cause any option intended to qualify as an ISO to fail to so
      qualify.

            


    

     

    
      	
            	
              (b)  

            	
              In
      the event of (i) a proposal, which is approved by the Board, of any merger
      or consolidation involving the Company where the Company is not the
      surviving entity or pursuant to which any shares of Common Stock would be
      converted into cash, securities or other property of another corporation
      or business entity

            


    

     


    
      
         


      

      
        7

        
          

        

      

      
         


      

    


    (other
than a merger or consolidation in which the holders of Common Stock immediately
prior to the merger or consolidation continue to own at least 50% of the Common
Stock after the merger or consolidation, or if the Company is not the surviving
corporation, at least 50% of the common stock, (or other voting securities), of
the surviving corporation or other business entity immediately after the merger,
consolidation or share exchange) or any sale of substantially all of the
Company’s assets or (ii) any other transaction or series of related transactions
as a result of which a single person or several persons acting in concert own a
majority of the Company’s then outstanding Common Stock (such merger,
consolidation, sale of assets or other transaction being hereinafter referred to
as a “Transaction”), unless otherwise provided in a resolution adopted by the
Board prior to the effectiveness of the Transaction, all outstanding Options and
SARs shall become exercisable immediately before or contemporaneously with the
consummation of such Transaction and each outstanding share of Restricted Stock
and each outstanding Deferred Stock Award shall immediately become free of all
restrictions and conditions upon consummation of such
Transaction.  Unless otherwise approved in a resolution adopted by the
Board prior to the effectiveness of such Transaction, immediately following the
consummation of the Transaction, all outstanding Options and SARs shall
terminate and cease to be exercisable.

     

    In lieu
of the foregoing, if the Company will not be the surviving corporation or
entity, the Administrator may arrange to have such acquiring or surviving
corporation or entity, or an “Affiliate”, (as defined below) thereof, grant
replacement Awards which shall be immediately exercisable to Participants
holding outstanding Awards.

     

    The term
“Affiliate,” with respect to any Person, shall mean any other Person who is, or
would be deemed to be an “affiliate” or an “associate” of such Person within the
respective meanings ascribed to such terms in Rule 12b-2 of the General Rules
and Regulations under the Securities Exchange Act of 1934.  The term
“Person” shall mean a corporation, association, partnership, joint venture,
trust, organization, business, individual or government or any governmental
agency or political subdivision thereof.

     

    
      	
            	
              (c)  

            	
              In
      the event of the dissolution or liquidation of the Company (except a
      dissolution or liquidation relating to a sale of assets or other
      reorganization of the Company referred to in the preceding sections), the
      outstanding options and SARs shall terminate as of a date fixed by the
      Administrator; provided, however, that not less than thirty (30) days
      written notice of the date so fixed shall be given to each Participant who
      shall have the right during such period to exercise the Participant’s
      Options or SARs as to all or any part of the shares of Common Stock
      covered thereby.  Further, in the event of the dissolution or
      liquidation of the Company, each outstanding share of Restricted Stock and
      each outstanding Deferred Stock Award shall immediately become free of all
      restrictions and conditions.

            


    

     


    
      
         


      

      
        8

        
          

        

      

      
         


      

    


    


     

    
      	
              17.  

            	
              TERMINATION OF
      SERVICE.

            


    

     

    Upon a
Participant’s termination of service with the Company or a subsidiary (if an
employee only of a subsidiary), any outstanding Award shall be subject to the
terms and conditions set forth below, unless otherwise determined by the
Administrator:

     

    
      	
            	
              (a)  

            	
              In
      the event a Participant leaves the employ or service of the Company or a
      subsidiary of the Company whether voluntarily or otherwise but other than
      by reason of the Participant’s death or “disability” (as such term is
      defined in Section 22(e)(3) of the Code), each Option and SAR granted to
      the Participant shall terminate upon the earlier to occur of (i) the
      expiration of the period three (3) months after the date of such
      termination and (ii) the date specified in the Option or SAR; provided,
      that, prior to the termination of such Option or SAR, the Participant
      shall be able to exercise any part of the Option or SAR which is
      exercisable as of the date of termination.  Further, each
      outstanding share of Restricted Stock and each outstanding Deferred Stock
      Award which remains subject to any restrictions or conditions of the Award
      shall be forfeited to the Company upon such date of
      termination.

            


    

     

    
      	
            	
              (b)  

            	
              In
      the event a Participant’s employment with or service to the Company or its
      subsidiaries terminates by reason of the Participant’s death or
      “disability” (as such term is defined in Section 22(e)(3) of the Code),
      each Option and SAR granted to the Participant shall become immediately
      exercisable in full and shall terminate upon the earlier to occur of (i)
      the expiration of the period six (6) months after the date of such
      termination and (ii) the date specified in the option or
      SAR.  Further, each outstanding share of Restricted Stock and
      each outstanding Deferred Stock Award shall immediately become free of all
      restrictions and conditions upon the date of such
    termination.

            


    

     

    
      	
              18.  

            	
              AMENDMENTS AND
      TERMINATION.

            


    

     

    The
Administrator will have the authority to make such amendments to any terms and
conditions applicable to outstanding Awards as are consistent with this Plan;
provided, that, except for adjustments under Section 16 hereof, no such action
will modify such Award in a manner adverse to the Participant without the
Participant’s consent except as such modification is provided for or
contemplated in the terms of the Award.

     

    The Board
may amend, suspend or terminate the Plan, subject to shareholder approval if so
required by any applicable federal or state securities laws, tax laws or
corporate statute, except that no action may, without the consent of a
Participant, adversely affect any Award previously granted to the Participant
under the Plan.

     

    
      	
              19.  

            	
              COMPLIANCE WITH CODE
      SECTION 409A

            


    

     

    
      	
            	
              (a)  

            	
              To
      the extent applicable, it is intended that this Plan and any Awards made
      hereunder comply with the provisions of Section 409A of the
      Code.  This Plan

            


    

     


    
      
         


      

      
        9

        
          

        

      

      
         


      

    


    and any
Awards made hereunder shall be administrated in a manner consistent with this
intent, and any provision that would cause this Plan or any Award made hereunder
to fail to satisfy Section 409A of the Code shall have no force and effect until
amended to comply with Section 409A of the Code (which amendment may be
retroactive to the extent permitted by Section 409A of the Code and may be made
by the Company without the consent of Participants).  Any reference in
this Plan to Section 409A of the Code will also include any proposed, temporary
or final regulations, or any other guidance, promulgated with respect to such
Section by the U.S. Department of the Treasury or the Internal Revenue
Service.

     

    
      	
            	
              (b)  

            	
              Notwithstanding
      any provision of this Plan to the contrary, to the extent an Award shall
      be deemed to be vested or restrictions lapse, expire or terminate upon the
      occurrence of a Transaction and such Transaction does not constitute a
      “change in the ownership or effective control” or a “change in the
      ownership or a substantial portion of the assets” of the Company within
      the meaning of Section 401A(a)(2)(A)(v) of the Code, then even though such
      Award may be deemed to be vested or restrictions lapse, expire or
      terminate upon the occurrence of the Transaction or any other provision of
      this Plan, payment will be made, to the extent necessary to comply with
      the provisions of Section 409A of the Code, to the Participant the
      earliest of (i) the Participant’s “separation from service” with the
      Company (determined in accordance with Section 409A of the Code);
      provided, however, that if the Participant is a “specified employee”
      (within the meaning of Section 409A of the Code), the payment date shall
      be the date that is six months after the date of the Participant’s
      separation from service with the Company, (ii) the date payment otherwise
      would have been made in the absence of any provisions in this Plan to the
      contrary (provided such date is permissible under Section 409A of the
      Code), or (iii) the Participant’s
death.

            


    

     

    
      	
              20.  

            	
              SUCCESSORS AND
      ASSIGNS.

            


    

     

    The
provisions of this Plan shall be binding upon all successors and assigns of any
such Participant including, without limitation, the estate of any such
Participant and the executors, administrators, or trustees of such estate, and
any receiver, trustee in bankruptcy or representative of the creditors of any
such Participant.

     

    
      	
              21.  

            	
              MISCELLANEOUS.

            


    

     

    
      	
            	
              (a)  

            	
              This
      Plan shall be governed by and construed in accordance with the laws of the
      State of Delaware.

            


    

     

    
      	
            	
              (b)  

            	
              Any
      and all funds received by the Company under the Plan may be used for any
      corporate purpose.

            


    

     

    
      	
            	
              (c)  

            	
              Nothing
      contained in the Plan or any Award granted under the Plan shall confer
      upon a Participant any right to be continued in the employment of
      the

            


    

     

    Company
or any subsidiary, or interfere in any way with the right of the Company, or its
subsidiaries, to terminate the employment relationship at any time.

     

    10