**Exhibit 10.2**

 

**CENTRA SOFTWARE, INC.**

**AMENDED AND RESTATED 1999 STOCK INCENTIVE PLAN**

 

**SECTION 1.    *****General Purpose of the Plan; Definitions*******

 

The name of the plan is the Centra Software, Inc. 1999 Stock Incentive Plan (the “Plan”). The purpose of the Plan is to encourage and enableofficers, directors and employees of Centra Software, Inc. (the “Company”) and its Subsidiaries and other persons to acquire a proprietary interest in the Company. It is anticipated that providing such persons with a direct stake in theCompany’s welfare will assure a closer identification of their interests with those of the Company and its stockholders, thereby stimulating their efforts on the Company’s behalf and strengthening their desire to remain with the Company.

 

The following terms shall be defined as set forth below:

 

“Award” or “Awards”, except wherereferring to a particular category of grant under the Plan, shall include Incentive Stock Options, Non-Statutory Stock Options, Restricted Stock Awards, Unrestricted Stock Awards, Performance Share Awards and Stock Appreciation Rights. 

 

“Board” means the Board of Directors of the Company. 

 

“Cause” means (i) any material breach by the participant of anyagreement to which the participant and the Company are both parties, and (ii) any act or omission justifying termination of the participant’s employment for cause, as determined by the Committee. 

 

“Change of Control” shall have the meaning set forth in Section 15.

 

“Code” means the Internal Revenue Code of 1986, asamended, and any successor Code, and related rules, regulations and interpretations. 

 

“Conditioned Stock Award” means an Award granted pursuant to Section 6. 

 

“Committee” shall have the meaning set forth in Section 2. 

 

“Disability” means disability as set forth in Section 22(e)(3) of the Code. 

 

“Effective Date” means the date on which the Plan is approved bystockholders as set forth in Section 17. 

 

“EligiblePerson” shall have the meaning set forth in Section 4. 

 

“Fair Market Value” on any given date means the closing price per share of the Stock on such date as reported by a nationally recognized stock exchange, or, if the Stock is not listed on such an exchange, as reported by NASDAQ,or, if the Stock is not quoted on NASDAQ, the fair market value of the Stock as determined by the Committee. 

 

“Incentive Stock Option” means any Stock Option designated and qualified as an “incentive stock option” as defined in Section 422 ofthe Code. 

“Non-Statutory Stock Option” means any Stock Option that is not an Incentive Stock Option.

 

“Normal Retirement” means retirement from activeemployment with the Company and its Subsidiaries in accordance with the retirement policies of the Company and its Subsidiaries then in effect. 

 

“Outside Director” means any director who (i) is not an employee of the Company or of any “affiliated group,” as such term is definedin Section 1504(a) of the Code, which includes the Company (an “Affiliate”), (ii) is not a former employee of the Company or any Affiliate who is receiving compensation for prior services (other than benefits under a tax-qualifiedretirement plan) during the Company’s or any Affiliate’s taxable year, (iii) has not been an officer of the Company or any Affiliate and (iv) does not receive remuneration from the Company or any Affiliate, either directly or indirectly,in any capacity other than as a director. “Outside Director” shall be determined in accordance with Section 162(m) of the Code and the Treasury regulations issued thereunder. 

 

“Option” or “Stock Option” means any option to purchase shares of Stock granted pursuant to Section 5.

 

“Performance Share Award” means an Award grantedpursuant to Section 8. 

 

“Stock” means the CommonStock, $.001 par value per share, of the Company, subject to adjustments pursuant to Section 3. 

 

“Stock Appreciation Right” means an Award granted pursuant to Section 9. 

 

“Subsidiary” means a subsidiary as defined in Section 424 of the Code. 

 

“Unrestricted Stock Award” means an award granted pursuant toSection 7. 

 
**SECTION** **2.    *****Administration of Plan; Committee Authority to Select Participants and Determine Awards*******
 

(a)*    Committee.* The Plan shall be administeredby a committee of the Board (the “Committee”) consisting of not less than two (2) Outside Directors, but the authority and validity of any act taken or not taken by the Committee shall not be affected if any person administering the Planis not an “Outside Director.” Except as specifically reserved to the Board under the terms of the Plan, the Committee shall have full and final authority to operate, manage and administer the Plan on behalf of the Company. Action by theCommittee shall require the affirmative vote of a majority of all members thereof. 

 

(b)*    Powers of Committee.* The Committee shall have the power and authority to grant and modify Awards consistent with the terms of the Plan, including the power and authority: 

 

(i)    to select the persons to whom Awards may fromtime to time be granted; 

 

(ii)    todetermine the time or times of grant, and the extent, if any, of Incentive Stock Options, Non-Statutory Stock Options, Restricted Stock, Unrestricted Stock, Performance Shares and Stock Appreciation Rights, or any combination of the foregoing,granted to any one or more participants; 

 

(iii)    to determine the number of shares to be covered by any Award; 

 

(iv)    to determine and modify the terms and conditions, including restrictions, not inconsistent with the terms of the Plan, of anyAward, which terms and conditions may differ among individual Awards and participants, and to approve the form of written instruments evidencing the 

 

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Awards; provided, however, that no such action shall adversely affect rights under any outstanding Award without theparticipant’s consent; 

 

(v)    toaccelerate the exercisability or vesting of all or any portion of any Award; 

 

(vi)    subject to the provisions of Section 5(a)(ii), to extend the period in which any outstanding Stock Option or Stock Appreciation Right may be exercised; 

 

(vii)    to determine whether, to what extent, and underwhat circumstances Stock and other amounts payable with respect to an Award shall be deferred either automatically or at the election of the participant and whether and to what extent the Company shall pay or credit amounts equal to interest (atrates determined by the Committee) or dividends or deemed dividends on such deferrals; and 

 

(viii)    to adopt, alter and repeal such rules, guidelines and practices for administration of the Plan and for its own acts and proceedings as it shall deem advisable; to interpret the terms andprovisions of the Plan and any Award (including related written instruments); to make all determinations it deems advisable for the administration of the Plan; to decide all disputes arising in connection with the Plan; and to otherwise supervisethe administration of the Plan. 

 

All decisions andinterpretations of the Committee shall be binding on all persons, including the Company and Plan participants. 

 

**SECTION 3.    *****Shares Issuable under the Plan; Mergers; Substitution*******

 

(a)*    Shares Issuable*. The maximum number of shares of Stock with respect to which Awards (including Stock AppreciationRights) may be granted under the Plan shall be three million five hundred thousand (3,500,000). For purposes of this limitation, the shares of Stock underlying any Awards which are forfeited, cancelled, reacquired by the Company or otherwiseterminated (other than by exercise) shall be added back to the shares of Stock with respect to which Awards may be granted under the Plan so long as the participants to whom such Awards had been previously granted received no benefits of ownershipof the underlying shares of Stock to which the Awards related. Subject to such overall limitation, any type or types of Award may be granted with respect to shares, including Incentive Stock Options. Shares issued under the Plan may be authorizedbut unissued shares or shares reacquired by the Company. 

 

(b)*    Limitation on Awards*. In no event may any Plan participant be granted Awards (including Stock Appreciation Rights) with respect to more than one million (1,000,000) shares of Stock in any calendar year. Thenumber of shares of Stock relating to an Award granted to a Plan participant in a calendar year that is subsequently forfeited, cancelled or otherwise terminated shall continue to count toward the foregoing limitation in such calendar year. Inaddition, if the exercise price of an Award is subsequently reduced, the transaction shall be deemed a cancellation of the original Award and the grant of a new one so that both transactions shall count toward the maximum shares issuable in thecalendar year of each respective transaction. 

 

(c)*    Stock Dividends, Mergers, etc*. In the event that after approval of the Plan by the stockholders of the Company in accordance with Section 17, the Company effects a stock dividend, stock split or similarchange in capitalization affecting the Stock, the Committee shall make appropriate adjustments in (i) the number and kind of shares of stock or securities with respect to which Awards may thereafter be granted (including without limitation thelimitations set forth in Sections 3(a) and (b) above), (ii) the number and kind of shares remaining subject to outstanding Awards, and (iii) the option or purchase price in respect of such shares. In the event of any merger, consolidation,dissolution or liquidation of the Company, the Committee in its sole discretion may, as to any outstanding Awards, make such substitution or adjustment in the aggregate number of shares reserved for issuance under the Plan and in the number andpurchase price (if any) of shares subject to such Awards as it may determine 

 

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and as may be permitted by the terms of such transaction, or accelerate, amend or terminate such Awards upon such termsand conditions as it shall provide (which, in the case of the termination of the vested portion of any Award, shall require payment or other consideration which the Committee deems equitable in the circumstances), subject, however, to the provisionsof Section 15. 

 

(d)*    SubstituteAwards.* The Committee may grant Awards under the Plan in substitution for stock and stock based awards held by employees of another corporation who concurrently become employees of the Company or a Subsidiary as the result of a merger orconsolidation of the employing corporation with the Company or a Subsidiary or the acquisition by the Company or a Subsidiary of property or stock of the employing corporation. The Committee may direct that the substitute awards be granted on suchterms and conditions as the Committee considers appropriate in the circumstances. Shares which may be delivered under such substitute awards may be in addition to the maximum number of shares provided for in Section 3(a). 

 

**SECTION 4.    *****Eligibility*******

 

Awards may be granted to officers, directors and employees of the Company orits Subsidiaries (“Eligible Persons”). 

 

**SECTION5.    *****Stock Options*******

 

The Committee may grant to Eligible Persons options to purchase stock. 

 

Any Stock Option granted under the Plan shall be in such form as the Committee may from time to time approve. 

 

Stock Options granted under the Plan may be either Incentive Stock Options or Non-Statutory Stock Options. Unless otherwise so designated, an Option shallbe a Non-Statutory Stock Option. To the extent that any option does not qualify as an Incentive Stock Option, it shall constitute a Non-Statutory Stock Option. 

 

No Incentive Stock Option shall be granted under the Plan after the tenth anniversary of the earlier of (i) the date of adoption of the Plan by theBoard or (ii) the date on which the Plan is approved by the stockholders as set forth in Section 17. 

 

The Committee in its discretion may determine the effective date of Stock Options, provided, however, that grants of Incentive Stock Options shall be madeonly to persons who are, on the effective date of the grant, employees of the Company or any Subsidiary. Stock Options granted pursuant to this Section 5(a) shall be subject to the following terms and conditions and the terms and conditions ofSection 13 and shall contain such additional terms and conditions, not inconsistent with the terms of the Plan, as the Committee shall deem desirable: 

 

(a)*    Exercise Price*. The exercise price per share for the Stock covered by a Stock Option granted pursuant to this Section5(a) shall be determined by the Committee at the time of grant but shall be, in the case of Incentive Stock Options, not less than one hundred percent (100%) of Fair Market Value on the date of grant. If an employee owns or is deemed to own (byreason of the attribution rules applicable under Section 424(d) of the Code) more than ten percent (10%) of the combined voting power of all classes of stock of the Company or any Subsidiary or parent corporation and an Incentive Stock Option isgranted to such employee, the option price shall be not less than one hundred ten percent (110%) of Fair Market Value on the grant date. 

 

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(b)*    Option Term*. The term of each Stock Option shall be fixed by theCommittee, but no Incentive Stock Option shall be exercisable more than ten (10) years after the date the option is granted. If an employee owns or is deemed to own (by reason of the attribution rules of Section 424(d) of the Code) more than tenpercent (10%) of the combined voting power of all classes of stock of the Company or any Subsidiary or parent corporation and an Incentive Stock Option is granted to such employee, the term of such option shall be no more than five (5) years fromthe date of grant. 

 

(c)*    Exercisability; Rights of a Stockholder*. Stock Options shall become vested and exercisable at such time or times, whether or not in installments, as shall be determined by the Committee at or after thegrant date. The Committee may at any time accelerate the exercisability of all or any portion of any Stock Option. An optionee shall have the rights of a stockholder only as to shares acquired upon the exercise of a Stock Option and not as tounexercised Stock Options. 

 

(d)*    Method of Exercise*. Stock Options may be exercised in whole or in part, by delivering written notice of exercise to the Company, specifying the number of shares to be purchased. Payment of the purchaseprice may be made by one or more of the following methods: 

 

(i)    in cash, by certified or bank check or other instrument acceptable to the Committee; 

 

(ii)    in the form of shares of Stock that are not then subject to restrictions, if permitted by the Committee, in its discretion.Such surrendered shares shall be valued at Fair Market Value on the exercise date; 

 

(iii)    by the optionee delivering to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payableand acceptable to the Company to pay the purchase price; provided that in the event the optionee chooses to pay the purchase price as so provided, the optionee and the broker shall comply with such procedures and enter into such agreements ofindemnity and other agreements as the Committee shall prescribe as a condition of such payment procedure. The Company need not act upon such exercise notice until the Company receives full payment of the exercise price; or 

 

(iv)    by any other means (including, withoutlimitation, by delivery of a promissory note of the optionee payable on such terms as are specified by the Committee) which the Committee determines are consistent with the purpose of the Plan and with applicable laws and regulations. 

 

The delivery of certificates representing shares of Stock to be purchasedpursuant to the exercise of a Stock Option will be contingent upon receipt from the Optionee (or a purchaser acting in his stead in accordance with the provisions of the Stock Option) by the Company of the full purchase price for such shares and thefulfillment of any other requirements contained in the Stock Option or imposed by applicable law. 

 

(e)*    Non-transferability of Options*. Except as the Committee may provide with respect to a Non-Statutory Stock Option, noStock Option shall be transferable other than by will or by the laws of descent and distribution and all Stock Options shall be exercisable, during the optionee’s lifetime, only by the optionee. 

 

(f)*    Annual Limit on Incentive Stock Options*. Tothe extent required for “incentive stock option” treatment under Section 422 of the Code, the aggregate Fair Market Value (determined as of the time of grant) of the Stock with respect to which incentive stock options granted under thisPlan and any other plan of the Company or its Subsidiaries become exercisable for the first time by an optionee during any calendar year shall not exceed $100,000. 

 

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(g)*    Form of Settlement.* Shares of Stock issued upon exercise of a StockOption shall be free of all restrictions under the Plan, except as otherwise provided in this Plan. 

 

**SECTION 6.    Restricted Stock Awards**

 

(a)*    Nature of Restricted Stock Award*. The Committee in its discretion may grant Restricted Stock Awards to any EligiblePerson, entitling the recipient to acquire, for a purchase price determined by the Committee, shares of Stock subject to such restrictions and conditions as the Committee may determine at the time of grant (“Restricted Stock”), includingcontinued employment and/or achievement of pre- established performance goals and objectives. 

 

(b)*    Acceptance of Award*. A participant who is granted a Restricted Stock Award shall have no rights with respect to such Award unless the participant shall have accepted the Award withinsixty (60) days (or such shorter date as the Committee may specify) following the award date by making payment to the Company of the specified purchase price of the shares covered by the Award and by executing and delivering to the Company a writteninstrument that sets forth the terms and conditions applicable to the Restricted Stock in such form as the Committee shall determine. 

 

(c)*    Rights as a Stockholder*. Upon complying with Section 6(b) above, a participant shall have all the rights of astockholder with respect to the Restricted Stock, including voting and dividend rights, subject to non-transferability restrictions and Company repurchase or forfeiture rights described in this Section 6 and subject to such other conditionscontained in the written instrument evidencing the Restricted Award. Unless the Committee shall otherwise determine, certificates evidencing shares of Restricted Stock shall remain in the possession of the Company until such shares are vested asprovided in Section 6(e) below. 

 

(d)*    Restrictions.* Shares of Restricted Stock may not be sold, assigned, transferred, pledged or otherwise encumbered or disposed of except as specifically provided herein. In the event of termination ofemployment by the Company and its Subsidiaries for any reason (including death, Disability, Normal Retirement and for Cause), the Company shall have the right, at the discretion of the Committee, to repurchase shares of Restricted Stock with respectto which conditions have not lapsed at their purchase price, or to require forfeiture of such shares to the Company if acquired at no cost, from the participant or the participant’s legal representative. The Company must exercise such right ofrepurchase or forfeiture within ninety (90) days following such termination of employment (unless otherwise specified in the written instrument evidencing the Restricted Stock Award). 

 

(e)*    Vesting of Restricted Stock*. The Committee at the time of grant shall specify the date ordates and/or the attainment of pre-established performance goals, objectives and other conditions on which the non-transferability of the Restricted Stock and the Company’s right of repurchase or forfeiture shall lapse. Subsequent to such dateor dates and/or the attainment of such pre-established performance goals, objectives and other conditions, the shares on which all restrictions have lapsed shall no longer be Restricted Stock and shall be deemed “vested.” The Committee atany time may accelerate such date or dates and otherwise waive or, subject to Section 13, amend any conditions of the Award. 

 

(f)*    Waiver, Deferral and Reinvestment of Dividends*. The written instrument evidencing the Restricted Stock Award may requireor permit the immediate payment, waiver, deferral or investment of dividends paid on the Restricted Stock. 

 

**SECTION 7.    *****Unrestricted Stock Awards*******

 

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(a)*    Grant or Sale of Unrestricted Stock*. The Committee in its discretionmay grant or sell to any Eligible Person shares of Stock free of any restrictions under the Plan (“Unrestricted Stock”) at a purchase price determined by the Committee. Shares of Unrestricted Stock may be granted or sold as described inthe preceding sentence in respect of past services or other valid consideration. 

 

(b)*    Restrictions on Transfers*. The right to receive unrestricted Stock may not be sold, assigned, transferred, pledged or otherwise encumbered, other than by will or the laws of descentand distribution. 

 

**SECTION 8.    *****PerformanceShare Awards*******

 

*Nature of PerformanceShares*. A Performance Share Award is an award entitling the recipient to acquire shares of Stock upon the attainment of specified performance goals. The Committee may make Performance Share Awards independent of or in connection with thegranting of any other Award under the Plan. Performance Share Awards may be granted under the Plan to any Eligible Person. The Committee in its discretion shall determine whether and to whom Performance Share Awards shall be made, the performancegoals applicable under each such Award, the periods during which performance is to be measured, and all other limitations and conditions applicable to the awarded Performance Shares. 

 

**SECTION 9.    Stock Appreciation Rights**

 

The Committee in its discretion may grant Stock Appreciation Rights to any Eligible Person (i) alone or (ii) simultaneouslywith the grant of a Stock Option and in conjunction therewith or in the alternative thereto. A Stock Appreciation Right shall entitle the participant upon exercise thereof to receive from the Company, upon written request to the Company at itsprincipal offices (the “Request”), a number of shares of Stock (with or without restrictions as to substantial risk of forfeiture and transferability, as determined by the Committee in its sole discretion), an amount of cash, or anycombination of Stock and cash, as specified in the Request (but subject to the approval of the Committee in its sole discretion, at any time up to and including the time of payment, as to the making of any cash payment), having an aggregate FairMarket Value equal to the product of (i) the excess of Fair Market Value, on the date of such Request, over the exercise price per share of Stock specified in such Stock Appreciation Right or its related Option, multiplied by (ii) the number ofshares of Stock for which such Stock Appreciation Right shall be exercised. Notwithstanding the foregoing, the Committee may specify at the time of grant of any Stock Appreciation Right that such Stock Appreciation Right may be exercisable solelyfor cash and not for Stock. 

 

**SECTION 10.    Terminationof Stock Options and Stock Appreciation Rights**

 

(a)    Incentive Stock Options: 

 

(i)*    Termination by Death*. If any participant’s employment by the Company and its Subsidiaries terminates by reason of death, any Incentive Stock Option owned by such participant may thereafter be exercisedto the extent exercisable at the date of death, by the legal representative or legatee of the participant, for a period of two (2) years (or such longer period as the Committee shall specify at any time) from the date of death, or until theexpiration of the stated term of the Incentive Stock Option, if earlier. 

 

(ii)    Termination by Reason of Disability or Normal Retirement. 

 

(A)    Any Incentive Stock Option held by a participant whose employment by the Company and its Subsidiaries has terminated by reasonof Disability may thereafter be exercised, to the extent it was exercisable at the time of such termination, for a period of one (1) year (or such longer 

 

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period as the Committee shall specify at any time) from the date of such termination of employment, or until theexpiration of the stated term of the Option, if earlier. 

 

(B)    Any Incentive Stock Option held by a participant whose employment by the Company and its Subsidiaries has terminated by reason of Normal Retirement may thereafter be exercised, to the extent it was exercisable atthe time of such termination, for a period of ninety (90) days (or such longer period as the Committee shall specify at any time) from the date of such termination of employment, or until the expiration of the stated term of the Option, if earlier.

 

(C)    The Committee shall have soleauthority and discretion to determine whether a participant’s employment has been terminated by reason of Disability or Normal Retirement. 

 

(D)    Except as otherwise provided by the Committee at the time of grant, the death of a participant during a period provided inthis Section 10(b) for the exercise of an Incentive Stock Option shall extend such period for two (2) years from the date of death, subject to termination on the expiration of the stated term of the Option, if earlier. 

 

(iii)*    Termination for Cause*. If anyparticipant’s employment by the Company and its Subsidiaries has been terminated for Cause, any Incentive Stock Option held by such participant shall immediately terminate and be of no further force and effect; provided, however, that theCommittee may, in its sole discretion, provide that such Option can be exercised for a period of up to thirty (30) days from the date of termination of employment, or until the expiration of the stated term of the Option, if earlier. 

 

(iv)*    Other Termination.* Unless otherwisedetermined by the Committee, if a participant’s employment by the Company and its Subsidiaries terminates for any reason other than death, Disability, Normal Retirement or for Cause, any Incentive Stock Option held by such participant maythereafter be exercised, to the extent it was exercisable on the date of termination of employment, for ninety (90) days (or such longer period as the Committee shall specify at any time) from the date of termination of employment, or until theexpiration of the stated term of the Option, if earlier. 

 

(b)*    Non-Statutory Stock Options and Stock Appreciation Rights*. Any Non-Statutory Stock Option or Stock Appreciation Right granted under the Plan shall contain such terms and conditions with respect to itstermination as the Committee, in its discretion, may from time to time determine. 

 

**SECTION 11.    Tax Withholding**

 

(a)*    Payment by Participant*. Each participant shall, no later than the date as of which the value of an Award or of any Stock or other amounts received thereunder first becomes includable in the gross income ofthe participant for Federal income tax purposes, pay to the Company, or make arrangements satisfactory to the Committee regarding the payment of, any Federal, state or local taxes of any kind required by law to be withheld with respect to suchincome. The Company and its Subsidiaries shall, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to the participant. 

 

(b)*    Payment in Shares*. A Participant may elect, with the consent of the Committee, to havesuch tax withholding obligation satisfied, in whole or in part, by (i) authorizing the Company to withhold from shares of Stock to be issued pursuant to an Award a number of shares with an aggregate Fair Market Value (as of the date the withholdingis effected) that would satisfy the withholding amount due with respect to such Award, or (ii) transferring to the Company shares of Stock owned by the participant with an aggregate Fair Market Value (as of the date the withholding is effected) thatwould satisfy the withholding amount due. 

 

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**SECTION 12.    *****Transfer, Leave of Absence, Etc.*******

 

For purposes of the Plan, the following events shall not be deemed atermination of employment: 

 

(a)    atransfer to the employment of the Company from a Subsidiary or from the Company to a Subsidiary, or from one Subsidiary to another; and 

 

(b)    an approved leave of absence for military service or sickness, or for any other purpose approved by the Company, if theemployee’s right to re-employment is guaranteed either by a statute or by contract or under the policy pursuant to which the leave of absence was granted or if the Committee otherwise so provides in writing. 

 

**SECTION 13.    *****Amendments and Termination*******

 

The Board may at any time amend or discontinue the Planand the Committee may at any time amend or cancel any outstanding Award (or provide substitute Awards at the same or reduced exercise or purchase price or with no exercise or purchase price, but such price, if any, must satisfy the requirementswhich would apply to the substitute or amended Award if it were then initially granted under this Plan) for the purpose of satisfying changes in law or for any other lawful purpose, but no such action shall adversely affect rights under anyoutstanding Award without the holder’s consent. However, no such amendment, unless approved by the stockholders of the Company, shall be effective if it would cause the Plan to fail to satisfy the incentive stock option requirements of the Code

 

**SECTION 14.    *****Status of Plan*******

 

With respect to the portion of any Award which has notbeen exercised and any payments in cash, Stock or other consideration not received by a participant, a participant shall have no rights greater than those of a general creditor of the Company unless the Committee shall otherwise expressly determinein connection with any Award or Awards. In its sole discretion, the Committee may authorize the creation of trusts or other arrangements to meet the Company’s obligations to deliver Stock or make payments with respect to Awards hereunder,provided that the existence of such trusts or other arrangements is consistent with the provision of the foregoing sentence. 

 

**SECTION 15.    *****Change of Control Provisions*******

 

(a)    Upon the occurrence of a Change of Control as defined in this Section 15: 

 

(i)    subject to the provisions of clause (iii) below,after the effective date of such Change of Control, each holder of an outstanding Stock Option, Restricted Stock Award, Performance Share Award or Stock Appreciation Right shall be entitled, upon exercise of such Award, to receive, in lieu of sharesof Stock (or consideration based upon the Fair Market Value of Stock), shares of such stock or other securities, cash or property (or consideration based upon shares of such stock or other securities, cash or property) as the holders of shares ofStock received in connection with the Change of Control; 

 

(ii)    the Committee may accelerate the time for exercise of, and waive all conditions and restrictions on, each unexercised and unexpired Stock Option, Restricted Stock Award, Performance Share Award and StockAppreciation Right, effective upon a date prior or subsequent to the effective date of such Change of Control, specified by the Committee; or 

 

(iii)    each outstanding Stock Option, Restricted Stock Award, Performance Share Award and Stock Appreciation Right may be cancelledby the Committee as of the effective date of any such Change of Control provided that (x) notice of such cancellation shall be given to each holder of such 

 

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an Award and (y) each holder of such an Award shall have the right to exercise such Award to the extent that the same isthen exercisable or, in full, if the Committee shall have accelerated the time for exercise of all such unexercised and unexpired Awards, during the thirty (30) day period preceding the effective date of such Change of Control. 

 

(b)    “Change of Control” shall mean theoccurrence of any one of the following events: 

 

(i)    any “person” becomes a “beneficial owner” (as such terms are defined in Rule 13d-3 promulgated under the Securities and Exchange Act of 1934, as amended) (other than the Company, any trustee orother fiduciary holding securities under an employee benefit plan of the Company, or any corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company),directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the combined voting power of the Company’s then outstanding securities; or 

 

(ii)    the stockholders of the Company approve a merger or consolidation of the Company with any othercorporation or other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted intovoting securities of the surviving entity) more than sixty-five percent (65%) of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; or 

 

(iii)    the stockholders of the Company approve a planof complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets. 

 

**SECTION 16.    General Provisions**

 

(a)*    No Distribution; Compliance with Legal Requirements*. The Committee may require each person acquiring shares pursuant toan Award to represent to and agree with the Company in writing that such person is acquiring the shares without a view to distribution thereof. 

 

No shares of Stock shall be issued pursuant to an Award until all applicable securities laws and other legal and stock exchange requirements have beensatisfied. The Committee may require the placing of such stop orders and restrictive legends on certificates for Stock and Awards as it deems appropriate. 

 

(b)*    Delivery of Stock Certificates*. Delivery of stock certificates to participants under this Plan shall be deemed effectedfor all purposes when the Company or a stock transfer agent of the Company shall have delivered such certificates in the United States mail, addressed to the participant, at the participant’s last known address on file with the Company.

 

(c)*    Other Compensation Arrangements;No Employment Rights*. Nothing contained in this Plan shall prevent the Board from adopting other or additional compensation arrangements, including trusts, subject to stockholder approval if such approval is required; and such arrangements maybe either generally applicable or applicable only in specific cases. The adoption of the Plan or any Award under the Plan does not confer upon any employee any right to continued employment with the Company or any Subsidiary. 

 

**SECTION 17.    *****Effective Date of Plan*******

 

The Plan shall become effective upon approval by theholders of a majority of the shares of capital stock of the Company present or represented and entitled to vote at a meeting of stockholders. 

 

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**SECTION 18.    *****Governing Law*******

 

This Plan shall be governed by, and construed and enforced in accordancewith, the substantive laws of the State of Delaware without regard to its principles of conflicts of laws. 

 

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