Stock Incentive Plan


    
      

    

    
      

    

     

    EXHIBIT
      4.1

     

     

    ARTICLE
      1.

     

    PURPOSE
      AND ADOPTION OF THE PLAN

     

    
      	1.1      	
              Purpose.
                The purpose of the General Environmental Management, Inc. 2007 Stock
                Incentive Plan (hereinafter referred to as the “Plan”)
                is to assist in attracting and retaining highly competent key employees,
                non-employee directors and consultants and to act as an incentive
                in
                motivating selected key employees, non-employee directors and consultants
                of General Environmental Management, Inc. and its Subsidiaries (as
                defined
                below) to achieve long-term corporate
                objectives.

            


    

     

    
      	1.2      	
              Adoption
                and Term.
                The Plan has been approved by the Board of Directors (hereinafter
                referred
                to as the “Board”)
                of General Environmental Management, Inc. (hereinafter referred to
                as the
                “Company”),
                to be effective as of the date the Plan is approved by the Board (the
                “Effective
                Date”),
                subject to the approval of the stockholders of the Company solely
                for any
                Incentive Stock Options (as defined below). The Plan shall remain in
                effect until terminated by action of the Board; provided,
                however,
                that no Incentive Stock Option (as defined below) may be granted
                hereunder
                after the tenth anniversary of the Effective Date and the provisions
                of
                Articles VII and VIII with respect to performance-based awards to
“covered
                employees” under Section 162(m) of the Code (as defined below) shall
                expire as of the fifth anniversary of the Effective Date. The Company
                intends that any grant, award or other acquisition of the Company’s
                securities pursuant to the Plan to any officer and/or director of
                the
                Company shall be exempt from Section 16(b) of the Exchange
                Act.

            


    

     

    ARTICLE
      2.

     

    DEFINITIONS

     

    For
      the
      purposes of this Plan, capitalized terms shall have the following
      meanings:

     

    
      	2.1      	
              Award
                means any grant to a Participant of one or a combination of Non-Qualified
                Stock Options or Incentive Stock Options, and Stock Appreciation
                Rights
                described in Article 6, Restricted Shares described in Article 7
                and Performance Awards described in
                Article 8.

            


    

     

    
      	2.2      	
              Award
                Agreement
                means a written agreement between the Company and a Participant or
                a
                written notice from the Company to a Participant specifically setting
                forth the terms and conditions of an Award granted under the
                Plan.

            


    

     

    
      	2.3      	
              Award
                Period
                means, with respect to an Award, the period of time set forth in
                the Award
                Agreement during which specified target performance goals must be
                achieved
                or other conditions set forth in the Award Agreement must be
                satisfied.

            


    

     

    
      	2.4      	
              Beneficiary
                means an individual, trust or estate who or which, by a written
                designation of the Participant filed with the Company or by operation
                of
                law, succeeds to the rights and obligations of the Participant under
                the
                Plan and an Award Agreement upon the Participant’s
                death.

            


    

     

    
      	2.5      	
              Board
                means the Board of Directors of the
                Company.

            


    

     

    
      	2.6      	
              Change
                in Control
                means, and shall be deemed to have occurred upon the occurrence of,
                any
                one of the following events:

            


    

     

    
      	(a)     
               	
              Consummation
                by the Company of a reorganization, merger, consolidation or similar
                transaction (a “Reorganization Transaction”), in each case, unless,
                immediately following such Reorganization Transaction, more than
                50% of,
                respectively, the outstanding shares of common stock (or similar
                equity
                security) of the corporation or other entity resulting from or surviving
                such Reorganization Transaction and the combined voting power of
                the
                securities of such corporation or other entity entitled to vote generally
                in the election of directors, is then beneficially owned, directly
                or
                indirectly, by the individuals and entities who were the respective
                beneficial owners of the Outstanding Common Stock and the Company
                Voting
                Securities immediately prior to such Reorganization Transaction in
                substantially the same proportions as their ownership of the Outstanding
                Common Stock and Company Voting Securities immediately prior to such
                Reorganization Transaction; or 

            


    

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    
      	(b)     
               	
              Consummation
                by the Company of (i) a complete liquidation or dissolution of the
                Company or (ii) the sale or other disposition of all or substantially
                all of the assets of the Company to a corporation or other entity,
                unless,
                with respect to such corporation or other entity, immediately following
                such sale or other disposition more than 50% of, respectively, the
                outstanding shares of common stock (or similar equity security) of
                such
                corporation or other entity and the combined voting power of the
                securities of such corporation or other entity entitled to vote generally
                in the election of directors, is then beneficially owned, directly
                or
                indirectly, by the individuals and entities who were the respective
                beneficial owners of the Outstanding Common Stock and the Company
                Voting
                Securities immediately prior to such sale or disposition in substantially
                the same proportions as their ownership of the Outstanding Common
                Stock
                and Company Voting Securities immediately prior to such sale or
                disposition.

            


    

     

    
      	2.7      	
              Code
                means the Internal Revenue Code of 1986, as amended. References to
                a
                section of the Code include that section and any comparable section
                or
                sections of any future legislation that amends, supplements or supersedes
                said section.

            


    

     

    
      	2.8      	
              Committee
                means the committee established in accordance with
                Section 3.1.

            


    

     

    
      	2.9      	
              Company
                means General Environmental Management, Inc., a Nevada corporation,
                and
                its successors.

            


    

     

    
      	2.10    	
              Common
                Stock
                means Common Stock of the Company, par value $.001 per
                share.

            


    

     

    
      	2.11    	
              Company
                Voting Securities
                means the combined voting power of all outstanding securities of
                the
                Company entitled to vote generally in the election of directors of
                the
                Company.

            


    

     

    
      	2.12     	
              Date
                of Grant
                means the date designated by the Committee as the date as of which
                it
                grants an Award, which shall not be earlier than the date on which
                the
                Committee approves the granting of such
                Award.

            


    

     

    
      	2.13     	
              Effective
                Date
                shall have the meaning given to such term in Section
                1.2.

            


    

     

    
      	2.14     	
              Exchange
                Act
                means the Securities Exchange Act of 1934, as
                amended.

            


    

     

    
      	2.15     	
              Exercise
                Price
                means, with respect to a Stock Appreciation Right, the amount established
                by the Committee in the related Award Agreement as the amount to
                be
                subtracted from the Fair Market Value on the date of exercise in
                order to
                determine the amount of the payment to be made to the Participant,
                as
                further described in
                Section 6.2(b).

            


    

     

    
      	2.16     	
              Fair
                Market Value
                means, as of any applicable date: (i) if the Common Stock is listed
                on a national securities exchange or is authorized for quotation
                on The
                Nasdaq National Market System (“NMS”),
                the closing price, regular way, of the Common Stock on such exchange
                or
                NMS, as the case may be, on such date or if no sale of the Common
                Stock
                shall have occurred on such date, on the next preceding date on which
                there was such a reported sale; or (ii) if the Common Stock is not
                listed for trading on a national securities exchange or authorized
                for
                quotation on NMS, the closing bid price as reported by The Nasdaq
                SmallCap
                Market on such date, or if no such price shall have been reported
                for such
                date, on the next preceding date for which such price was so reported;
                or
                (iii) if the Common Stock is not listed for trading on a national
                securities exchange or authorized for quotation on NMS or The Nasdaq
                SmallCap Market (if applicable), the last reported bid price
                published in the “pink sheets” or displayed on the National Association of
                Securities Dealers, Inc. (“NASD”)
                Electronic Bulletin Board, as the case may be; or (iv) if the Common
                Stock is not listed for trading on a national securities exchange,
                is not
                authorized for quotation on NMS or The Nasdaq SmallCap Market and
                is not
                published in the “pink sheets” or displayed on the NASD Electronic
                Bulletin Board, the fair market value of the Common Stock as determined
                in
                good faith by the Committee. 

            


    

     

    
      	2.17     	
              Incentive
                Stock Option
                means a stock option within the meaning of Section 422 of the
                Code.

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	2.18     	
              Merger
                means any merger, reorganization, consolidation, share exchange,
                transfer
                of assets or other transaction having similar effect involving the
                Company.

            


    

     

    
      	2.19     	
              Non-Employee
                Director
                means a member of the Board who (i) is not currently an officer or
                otherwise employed by the Company or a parent or a subsidiary of
                the
                Company, (ii) does not receive compensation directly or indirectly
                from
                the Company or a parent or a subsidiary of the Company for services
                rendered as a consultant or in any capacity other than as a director,
                except for an amount for which disclosure would not be required pursuant
                to Item 404(a) of Regulation S-K, (iii) does not possess an interest
                in
                any other transaction for which disclosure would be required pursuant
                to
                Item 404(a) of Regulation S-K, (iv) is not engaged in a business
                relationship for which disclosure would be required pursuant to Item
                404(b) of Regulation S-K, and (v) qualifies as “Outside Director”
                pursuant to Section 162(m) of the
                Code.

            


    

     

    
      	2.20     	
              Non-Employee
                Director Option
                means a stock option granted to a Non-Employee Director in accordance
                with
                Section 6.1(a).

            


    

     

    
      	2.21     	
              Non-Qualified
                Stock Option
                means a stock option which is not an Incentive Stock
                Option.

            


    

     

    
      	2.22     	
              Options
                means all Non-Qualified Stock Options and Incentive Stock Options
                granted
                at any time under the Plan.

            


    

     

    
      	2.23     	
              Outstanding
                Common Stock
                means, at any time, the issued and outstanding shares of Common
                Stock.

            


    

     

    
      	2.24     	
              Participant
                means a person designated to receive an Award under the Plan in accordance
                with Section 5.1.

            


    

     

    
      	2.25     	
              Performance
                Awards
                means Awards granted in accordance with
                Article VIII.

            


    

     

    
      	2.26     	
              Plan
                means the General Environmental Management, Inc. 2007 Stock Incentive
                Plan
                as described herein, as the same may be amended from time to
                time.

            


    

     

    
      	2.27     	
              Purchase
                Price,
                with respect to Options, shall have the meaning set forth in
                Section 6.1(b).

            


    

     

    
      	2.28     	
              Restricted
                Shares
                means Common Stock subject to restrictions imposed in connection
                with
                Awards granted under
                Article VII.

            


    

     

    
      	2.29     	
              Retirement
                means
                early or normal retirement under a pension plan or arrangement of
                the
                Company or one of its Subsidiaries in which the Participant
                participates.

            


    

     

    
      	2.30     	
              Stock
                Appreciation Rights
                means Awards granted in accordance with
                Article VI.

            


    

     

    
      	2.31     	
              Subsidiary
                means a subsidiary of the Company within the meaning of
                Section 424(f) of the Code.

            


    

     

    
      	2.32     	
              Termination
                of Employment
                means the voluntary or involuntary termination of a Participant’s
                employment with the Company or a Subsidiary for any reason, including
                death, disability, retirement or as the result of the divestiture
                of the
                Participant’s employer or any similar transaction in which the
                Participant’s employer ceases to be the Company or one of its
                Subsidiaries. Whether entering military or other government service
                shall
                constitute Termination of Employment, or whether a Termination of
                Employment shall occur as a result of disability, shall be determined
                in
                each case by the Committee in its sole discretion. In the case of
                a
                consultant who is not an employee of the Company or a Subsidiary,
                Termination of Employment shall mean voluntary or involuntary termination
                of the consulting relationship for any reason. In the case of a
                Non-Employee Director, Termination of Employment shall mean voluntary
                or
                involuntary termination, non-election, removal or other act which
                results
                in such Non-Employee Director no longer serving in such capacity.
                

            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      3.

     

    ADMINISTRATION

     

    
      	3.1        
               	
              Committee.
                The Plan shall be administered by a committee appointed by the Board
                (the
                “Committee”).
                The Committee shall have exclusive and final authority in each
                determination, interpretation or other action affecting the Plan
                and its
                Participants. The Committee shall have the sole discretionary authority
                to
                interpret the Plan, to establish and modify administrative rules
                for the
                Plan, to impose such conditions and restrictions on Awards as it
                determines appropriate, and to take such steps in connection with
                the Plan
                and Awards granted hereunder as it may deem necessary or advisable.
                The
                Committee may, subject to compliance with applicable legal requirements,
                with respect to Participants who are not subject to Section 16(b) of
                the Exchange Act, delegate such of its powers and authority under
                the Plan
                as it deems appropriate to designated officers or employees of the
                Company. In addition, the Board may exercise any of the authority
                conferred upon the Committee hereunder. In the event of any such
                delegation of authority or exercise of authority by the Board, references
                in the Plan to the Committee shall be deemed to refer to the delegate
                of
                the Committee or the Board, as the case may
                be.

            


    

     

    ARTICLE
      4.

     

    SHARES

     

    
      	4.1        
               	
              Number
                of Shares Issuable.
                The total number of shares initially authorized to be issued under
                the
                Plan shall be 5.5 million (5,500,000 ) shares of Common Stock and
                are
                subject to adjustment pursuant to the terms of Section 9.7. The
                number of shares available for issuance under the Plan shall be subject
                to
                adjustment in accordance with Section 9.7. The shares to be offered
                under the Plan shall be authorized and unissued shares of Common
                Stock, or
                issued shares of Common Stock which will have been reacquired by
                the
                Company. 

            


    

     

    
      	4.2        
               	
              Shares
                Subject to Terminated Awards.
                Shares of Common Stock covered by any unexercised portions of terminated
                Options (including canceled Options) granted under Article VI, shares
                of Common Stock forfeited as provided in Section 7.2(a) and shares of
                Common Stock subject to any Award that are otherwise surrendered
                by a
                Participant may be subject to new Awards under the Plan. Shares of
                Common
                Stock subject to Options, or portions thereof, that have been surrendered
                in connection with the exercise of Stock Appreciation Rights shall
                not be
                available for subsequent Awards under the Plan, but shares of Common
                Stock
                issued in payment of such Stock Appreciation Rights shall not be
                charged
                against the number of shares of Common Stock available for the grant
                of
                Awards hereunder.

            


    

     

    ARTICLE
      5.

     

    PARTICIPATION

     

    
      	5.1       
                	
              Eligible
                Participants.
                Participants in the Plan shall be such key employees, non-employee
                directors and consultants of the Company and its Subsidiaries, whether
                or
                not members of the Board, as the Committee, in its sole discretion,
                may
                designate from time to time. The Committee’s designation of a Participant
                in any year shall not require the Committee to designate such person
                to
                receive Awards in any other year. The designation of a Participant
                to
                receive an Award under one portion of the Plan does not require the
                Committee to include such Participant under other portions of the
                Plan.
                The Committee shall consider such factors as it deems pertinent in
                selecting Participants and in determining the types and amounts of
                their
                respective Awards.

            


    

     

    ARTICLE
      6.

     

    STOCK
      OPTIONS AND STOCK APPRECIATION RIGHTS

     

    
      	6.1       
              	
              Option
                Awards.

            


    

     

    
      	(a)   
               	
              Grant
                of Options.
                The Committee may grant, to such Participants as the Committee may
                select,
                Options entitling the Participants to purchase shares of Common Stock
                from
                the Company in such numbers, at such prices, and on such terms and
                subject
                to such conditions, not inconsistent with the terms of the Plan,
                as may be
                established by the Committee and are subject to adjustment pursuant
                to the
                terms of Section 6.6. The terms of any Option granted under the Plan
                shall be set forth in an Award Agreement. In addition, the Committee
                shall
                grant to each director who is a Non-Employee Director on the Effective
                Date Non-Qualified Stock Options entitling such Non-Employee Director
                to
                purchase 25,000 shares of Common Stock from the Company. The Committee
                shall grant to each person who is elected, appointed or otherwise
                becomes
                a Non-Employee Director after the Effective Date Non-Qualified Stock
                Options entitling such Non-Employee Director to purchase 5,000 shares
                of
                Common Stock from the Company. As of the first day of the second
                annual
                term and each year thereafter that such Non-Employee Director serves
                in
                the capacity as a Non-Employee Director, the Committee shall grant
                such
                Non-Employee Director Non-Qualified Stock Options entitling such
                Non-Employee Director to purchase 10,000 shares of Common Stock from
                the
                Company. The Non-Qualified Stock Options granted to the initial
                Non-Employee Directors shall have an exercise price equal to the
                price
                shares of the Common Stock are sold in the initial public offering
                of
                equity securities by the Company on the Effective Date. Non-Qualified
                Stock Options granted after the Effective Date shall have an exercise
                price of not less than 100% of the Fair Market Value on the Date
                of Grant.
                Except as provided in Sections 6.3(c), or 6.5, Non-Employee Director
                Options shall not be exercisable prior to the first anniversary of
                the
                Date of Grant, at which time they will be immediately exercisable,
                in
                whole or in part, and shall remain exercisable until the tenth anniversary
                of the Date of Grant.

            


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      	(b)   
               	
              Purchase
                Price of Options.
                The Purchase Price of each share of Common Stock which may be purchased
                upon exercise of any Option granted under the Plan shall be determined
                by
                the Committee.

            


    

     

    
      	(c)  
                	
              Designation
                of Options.
                Except as otherwise expressly provided in the Plan, the Committee
                may
                designate, at the time of the grant of an Option, such Option as
                an
                Incentive Stock Option or a Non-Qualified Stock Option; provided,
                however,
                that an Option may be designated as an Incentive Stock Option only
                if the
                applicable Participant is an employee of the Company or a Subsidiary
                on
                the Date of Grant.

            


    

     

    
      	(d)   
               	
              Incentive
                Stock Option Share Limitation.
                No
                Participant may be granted Incentive Stock Options under the Plan
                (or any
                other plans of the Company and its Subsidiaries) that would result
                in
                Incentive Stock Options to purchase shares of Common Stock with an
                aggregate Fair Market Value (measured on the Date of Grant) of more
                than
                $100,000 first becoming exercisable by such Participant in any one
                calendar year.

            


    

     

    
      	(e)  
                	
              Rights
                as a Stockholder.
                A
                Participant or a transferee of an Option pursuant to Section 9.4
                shall have no rights as a stockholder with respect to the shares
                of Common
                Stock covered by an Option until that Participant or transferee shall
                have
                become the holder of record of any such shares, and no adjustment
                shall be
                made with respect to any such shares of Common Stock for dividends
                in cash
                or other property or distributions of other rights on the Common
                Stock for
                which the record date is prior to the date on which that Participant
                or
                transferee shall have become the holder of record of any shares covered
                by
                such Option; provided,
                however,
                that Participants are entitled to share adjustments to reflect capital
                changes under Section 9.7.

            


    

     

    
      	6.2        	
              Stock
                Appreciation Rights.

            


    

     

    
      	(a)   
               	
              Stock
                Appreciation Right Awards.
                The Committee is authorized to grant to any Participant one or more
                Stock
                Appreciation Rights. Such Stock Appreciation Rights may be granted
                either
                independent of or in tandem with Options granted to the same Participant.
                Stock Appreciation Rights granted in tandem with Options may be granted
                simultaneously with, or, in the case of Non-Qualified Stock Options,
                subsequent to, the grant to such Participant of the related Options;
                provided,
                however,
                that: (i) any Option covering any share of Common Stock shall expire
                and not be exercisable upon the exercise of any Stock Appreciation
                Right
                with respect to the same share, (ii) any Stock Appreciation Right
                covering any share of Common Stock shall expire and not be exercisable
                upon the exercise of any Option with respect to the same share, and
                (iii) an Option and a Stock Appreciation Right covering the same
                share of Common Stock may not be exercised simultaneously. Upon exercise
                of a Stock Appreciation Right with respect to a share of Common Stock,
                the
                Participant shall be entitled to receive an amount equal to the excess,
                if
                any, of (A) the Fair Market Value of a share of Common Stock on the
                date of exercise over (B) the Exercise Price of such Stock
                Appreciation Right established in the Award Agreement, which amount
                shall
                be payable as provided in
                Section 6.2(c).

            


    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      	(b)  
                	
              Exercise
                Price.
                The Exercise Price established for any Stock Appreciation Right granted
                under this Plan shall be determined by the Committee, but in the
                case of
                Stock Appreciation Rights granted in tandem with Options shall not
                be less
                than the Purchase Price of the related Options. Upon exercise of
                Stock
                Appreciation Rights, the number of shares issuable upon exercise
                under any
                related Options shall automatically be reduced by the number of shares
                of
                Common Stock represented by such Options which are surrendered as
                a result
                of the exercise of such Stock Appreciation
                Rights.

            


    

     

    
      	(c)   
               	
              Payment
                of Incremental Value.
                Any payment that may become due from the Company by reason of a
                Participant’s exercise of a Stock Appreciation Right may be paid to the
                Participant as determined by the Committee (i) all in cash,
                (ii) all in Common Stock, or (iii) in any combination of cash
                and Common Stock. In the event that all or a portion of the payment
                is to
                be made in Common Stock, the number of shares of Common Stock to
                be
                delivered in satisfaction of such payment shall be determined by
                dividing
                the amount of such payment or portion thereof by the Fair Market
                Value on
                the date of exercise. No fractional share of Common Stock shall be
                issued
                to make any payment in respect of Stock Appreciation Rights; if any
                fractional share would otherwise be issuable, the combination of
                cash and
                Common Stock payable to a Participant shall be adjusted as directed
                by the
                Committee to avoid the issuance of any fractional
                share.

            


    

     

    
      	6.3        	
              Terms
                of Stock Options and Stock Appreciation
                Rights.

            


    

     

    
      	(a)
                  	
              Conditions
                on Exercise.
                An
                Award Agreement with respect to Options and/or Stock Appreciation
                Rights
                may contain such waiting periods, exercise dates and restrictions
                on
                exercise (including, but not limited to, periodic installments) as
                may be
                determined by the Committee at the time of grant.
                

            


    

     

    
      	(b)  
                 	
              Duration
                of Options and Stock Appreciation Rights.
                Options and Stock Appreciation Rights shall terminate after the first
                to
                occur of the following events:

            


    

     

    
      	(i)          
               	
              Expiration
                of the Option or Stock Appreciation Right as provided in the related
                Award
                Agreement; or

            


    

     

    
      	(ii)           
              	
              Termination
                of the Award as provided in Section 6.3(e), following the applicable
                Participant’s Termination of Employment;
                or

            


    

     

    
      	(iii)          	
              In
                the case of an Incentive Stock Option, ten years from the Date of
                Grant;
                or

            


    

     

    
      	(iv)          
              	
              Solely
                in the case of a Stock Appreciation Right granted in tandem with
                an
                Option, upon the expiration of the related
                Option.

            


    

     

    
      	(c) 
                   	
              Acceleration
                of Exercise Time.
                The Committee, in its sole discretion, shall have the right (but
                shall not
                in any case be obligated), exercisable at any time after the Date
                of
                Grant, to permit the exercise of any Option or Stock Appreciation
                Right
                prior to the time such Option or Stock Appreciation Right would otherwise
                become exercisable under the terms of the related Award
                Agreement.

            


    

     

    
      	 
              (d)       	
              Extension
                of Exercise Time. The
                Committee, in its sole discretion, shall have the right (but shall
                not in
                any case be obligated), exercisable on or at any time after the Date
                of
                Grant, to permit the exercise of any Option or Stock Appreciation
                Right
                after its expiration date described in
                Section 6(b).

            


    

     

    
      	6.4       	
              Termination

            


       

    

    
      	 	
                  
                (a)     

            	
              Termination.
                In
                the event of Termination of Employment of a Participant other than
                by
                reason of death, disability or Retirement, the right of the Participant
                to
                exercise any Option or Stock Appreciation Right shall terminate on
                the
                date of such Termination of Employment, unless the exercise period
                is
                extended by the Committee in accordance with
                Section 6.3(d).

            


    

     

    
      	 	
                  
                (b)

            	
              Disability
                or Retirement.
                In
                the event of a Participant’s Termination of Employment by reason of
                disability or Retirement, the right of the Participant to exercise
                any
                Option or Stock Appreciation Right which he or she was entitled to
                exercise upon Termination of Employment (or which became exercisable
                at a
                later date pursuant to Section 6.3(e)(ii)) shall terminate one year
                after the date of such Termination of Employment, unless the exercise
                period is extended by the Committee in accordance with Section 6.3(d).
                In
                no event, however, may any Option or Stock Appreciation Right be
                exercised
                later than the date of expiration of the Option determined pursuant
                to
                Section 6.3(b)(i), (iii) or
                (iv).

            


    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    
      	 	
                  
                (c)

            	
              Death.
                In
                the event of the death of a Participant while employed by the Company
                or a
                Subsidiary or within any additional period of time from the date
                of the
                Participant’s Termination of Employment and prior to the expiration of any
                Option or Stock Appreciation Right as provided pursuant to Section
                6.3(e)(i)(B) or Section 6.3(d) above, to the extent the right to
                exercise
                the Option or Stock Appreciation Right was accrued as of the date
                of such
                Termination of Employment and had not expired during such additional
                period, the right of the Participant’s Beneficiary to exercise the Option
                or Stock Appreciation Right shall terminate one year after the date
                of the
                Participant’s death (but in no event more than one year from the date of
                the Participant’s Termination of Employment by reason of disability or
                Retirement), unless the exercise period is extended by the Committee
                in
                accordance with Section 6.3(d). In no event, however, may any Option
                or
                Stock Appreciation Right be exercised later than the date of expiration
                of
                the Option determined pursuant to Section 6.3(b)(i), (iii) or
                (iv).

            


    

     

    
      	 	
                  
                (d)

            	
              Termination
                of Unvested Options or Stock Appreciation Rights Upon Termination
                of
                Employment.
                Subject to Section 6.3(c), to the extent the right to exercise an
                Option
                or a Stock Appreciation Right, or any portion thereof, has not accrued
                as
                of the date of Termination of Employment, such right shall expire
                at the
                date of such Termination of Employment. Notwithstanding the foregoing,
                the
                Committee, in its sole discretion and under such terms as it deems
                appropriate, may permit, for a Participant who terminates employment
                by
                reason of Retirement and who will continue to render significant
                services
                to the Company or one of its Subsidiaries after his or her Termination
                of
                Employment, the continued vesting of his or her Options and Stock
                Appreciation Rights during the period in which that individual continues
                to render such services.

            


    

     

    
      
        	6.5    	
                 

              	
                Exercise
                  Procedures.
                  Each Option and Stock Appreciation Right granted under the Plan
                  shall be
                  exercised by written notice to the Company which must be received
                  by the
                  officer or employee of the Company designated in the Award Agreement
                  at or
                  before the close of business on the expiration date of the Award.
                  The
                  Purchase Price of shares purchased upon exercise of an Option granted
                  under the Plan shall be paid in full in cash by the Participant
                  pursuant
                  to the Award Agreement; provided,
                  however,
                  that the Committee may (but shall not be required to) permit payment
                  to be
                  made by delivery to the Company of either (a) shares of Common Stock
                  (which may include Restricted Shares or shares otherwise issuable
                  in
                  connection with the exercise of the Option, subject to such rules
                  as the
                  Committee deems appropriate) or (b) any combination of cash and
                  Common Stock or (c) such other consideration as the Committee deems
                  appropriate and in compliance with applicable law (including payment
                  in
                  accordance with a cashless exercise program under which, if so
                  instructed
                  by a Participant, shares of Common Stock may be issued directly
                  to the
                  Participant’s broker or dealer upon receipt of an irrevocable written
                  notice of exercise from the Participant). In the event that any
                  shares of
                  Common Stock shall be transferred to the Company to satisfy all
                  or any
                  part of the Purchase Price, the part of the Purchase Price deemed
                  to have
                  been satisfied by such transfer of shares of Common Stock shall
                  be equal
                  to the product derived by multiplying the Fair Market Value as
                  of the date
                  of exercise times the number of shares of Common Stock transferred
                  to the
                  Company. The Participant may not transfer to the Company in satisfaction
                  of the Purchase Price any fractional share of Common Stock. Any
                  part of
                  the Purchase Price paid in cash upon the exercise of any Option
                  shall be
                  added to the general funds of the Company and may be used for any
                  proper
                  corporate purpose. Unless the Committee shall otherwise determine,
                  any
                  shares of Common Stock transferred to the Company as payment of
                  all or
                  part of the Purchase Price upon the exercise of any Option shall
                  be held
                  as treasury shares.

              


      

       

      
        	6.6            	
                Adjustments
                  upon Changes in Capitalization, dissolution, Merger or Sale of
                  Assets

              


         

      

    

    
      	 	
                  
                (a)

            	
              Changes
                in Capitalization.
                Subject to any required action by the shareholders of the Company,
                the
                number of shares of Common Stock covered by each outstanding Option,
                and
                the number of shares of Common Stock which have been authorized for
                issuance under the Plan but as to which no Options have yet been
                granted
                or which have been returned to the Plan upon cancellation or expiration
                of
                an option, as well as the price per share of Common Stock covered
                by each
                such outstanding Option, shall be proportionately adjusted for any
                increase or decrease in the number of issued shares of Common Stock
                resulting from a stock split, reverse stock split, stock dividend,
                combination or reclassification of the Common Stock, or any other
                increase
                or decrease in the number of issued shares of Common Stock effected
                without receipt of consideration by the Company; provided, however,
                that
                conversion of any convertible securities of the Company shall not
                be
                deemed to have been "effected without receipt of consideration."
                Such
                adjustment shall be made by the Board, whose determination in that
                respect
                shall be final, binding and conclusive. Except as expressly provided
                herein, no issuance by the Company of shares of stock of any class,
                or
                securities convertible into shares of stock of any class, shall affect,
                and no adjustment by reason thereof shall be made with respect to,
                the
                number or price of shares of Common Stock subject to an Option.
                

            


    

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    
      	 	
                  
                (b)

            	
              Dissolution
                or Liquidation.
                In the event of the proposed dissolution or liquidation of the Company,
                the Committee shall notify each Participant as soon as practicable
                prior
                to the effective date of such proposed transaction. The Committee
                in its
                discretion may provide for a Participant to have the right to exercise
                his
                or her Option until ten (10) days prior to such transaction as to
                all of
                the Options covered thereby, including Shares as to which the Option
                would
                not otherwise be exercisable. In addition, the Committee may provide
                that
                any Company repurchase option applicable to any Shares purchased
                upon
                exercise of an Option shall lapse as to all such Shares, provided
                the
                proposed dissolution or liquidation takes place at the time and in
                the
                manner contemplated. To the extent it has not been previously exercised,
                an Option will terminate immediately prior to the consummation of
                such
                proposed action. 

            


    

     

    
      	 	
                  
                (c)

            	
              Merger
                or Asset Sale. In the event of a merger of the Company with or into
                another corporation, or the sale of substantially all of the assets
                of the
                Company, each outstanding Option shall be assumed or an equivalent
                option
                or right substituted by the successor corporation or a Parent or
                Subsidiary of the successor corporation. In the event that the successor
                corporation refuses to assume or substitute for the Option, the
                Participant shall fully vest in and have the right to exercise the
                Option
                as to all of the Optioned Stock, including Shares as to which it
                would not
                otherwise be vested or exercisable. If an Option becomes fully vested
                and
                exercisable in lieu of assumption or substitution in the event of
                a merger
                or sale of assets, the Committee shall notify the Participant in
                writing
                or electronically that the Option shall be fully vested and exercisable
                for a period of fifteen (15) days from the date of such notice, and
                the
                Option shall terminate upon the expiration of such period. For the
                purposes of this paragraph, the Option shall be considered assumed
                if,
                following the merger or sale of assets, the option or right confers
                the
                right to purchase or receive, for each Share of Optioned Stock,
                immediately prior to the merger or sale of assets, the consideration
                (whether stock, cash, or other securities or property) received in
                the
                merger or sale of assets by holders of Common Stock for each Share
                held on
                the effective date of the transaction (and if holders were offered
                a
                choice of consideration, the type of consideration chosen by the
                holders
                of a majority of the outstanding Shares); provided, however, that
                if such
                consideration received in the merger or sale of assets is not solely
                common stock of the successor corporation or its Parent, the Committee
                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 Optioned Stock to be solely common stock of the successor
                corporation or its Parent equal in fair market value to the per share
                consideration received by holders of Common Stock in the merger or
                sale of
                assets.

            


    

     

    
      
        
          
            	6.7 	
                     

                  	
                    
                      Change
                        in Control.
                        Unless otherwise provided by the Committee in the applicable
                        Award
                        Agreement, in the event of a Change in Control, all Options
                        and Stock
                        Appreciation Rights outstanding on the date of such Change
                        in Control
                        shall become immediately and fully exercisable. The provisions
                        of this
                        Section 6.7 shall not be applicable to any Options or Stock
                        Appreciation Rights granted to a Participant if any Change
                        in Control
                        results from such Participant’s beneficial ownership (within the meaning
                        of Rule 13d-3 under the Exchange Act) of Common Stock or
                        Company Voting
                        Securities.

                    

                  


          

        

      

    

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      7.

     

    RESTRICTED
      SHARES

     

    
      	7.1              
                       
               	
              Restricted
                Share Awards.
                The Committee may grant to any Participant an Award of such number
                of
                shares of Common Stock on such terms, conditions and restrictions,
                whether
                based on performance standards, periods of service, retention by
                the
                Participant of ownership of purchased or designated shares of Common
                Stock
                or other criteria, as the Committee shall establish. With respect
                to
                performance-based Awards of Restricted Shares intended to qualify
                for
                deductibility under Section 162(m) of the Code, performance targets
                will
                include specified levels of one or more of operating income, return
                or
                investment, return on stockholders’ equity, earnings before interest,
                taxes, depreciation and amortization and/or earnings per share. The
                terms
                of any Restricted Share Award granted under this Plan shall be set
                forth
                in an Award Agreement which shall contain provisions determined by
                the
                Committee and not inconsistent with this
                Plan.

            


    

     

    
      	 (a)      	
              Issuance
                of Restricted Shares.
                As
                soon as practicable after the Date of Grant of a Restricted Share
                Award by
                the Committee, the Company shall cause to be transferred on the books
                of
                the Company or its agent, shares of Common Stock, registered on behalf
                of
                the Participant, evidencing the Restricted Shares covered by the
                Award,
                subject to forfeiture to the Company as of the Date of Grant if an
                Award
                Agreement with respect to the Restricted Shares covered by the Award
                is
                not duly executed by the Participant and timely returned to the Company.
                All shares of Common Stock covered by Awards under this Article VII
                shall be subject to the restrictions, terms and conditions contained
                in
                the Plan and the applicable Award Agreements entered into by the
                appropriate Participants. Until the lapse or release of all restrictions
                applicable to an Award of Restricted Shares the share certificates
                representing such Restricted Shares may be held in custody by the
                Company,
                its designee, or, if the certificates bear a restrictive legend,
                by the
                Participant. Upon the lapse or release of all restrictions with respect
                to
                an Award as described in Section 7.1(d), one or more share
                certificates, registered in the name of the Participant, for an
                appropriate number of shares as provided in Section 7.1(d), free of
                any restrictions set forth in the Plan and the related Award Agreement
                (however subject to any restrictions that may be imposed by law)
                shall be
                delivered to the Participant.

            


    

     

    
      	(b)      	
              Stockholder
                Rights.
                Beginning on the Date of Grant of a Restricted Share Award and subject
                to
                execution of the related Award Agreement as provided in
                Section 7.1(a), and except as otherwise provided in such Award
                Agreement, the Participant shall become a stockholder of the Company
                with
                respect to all shares subject to the Award Agreement and shall have
                all of
                the rights of a stockholder, including, but not limited to, the right
                to
                vote such shares and the right to receive dividends; provided,
                however,
                that any shares of Common Stock distributed as a dividend or otherwise
                with respect to any Restricted Shares as to which the restrictions
                have
                not yet lapsed, shall be subject to the same restrictions as such
                Restricted Shares and held or restricted as provided in
                Section 7.1(a).

            


    

     

    
      	(c)      	
              Restriction
                on Transferability.
                None of the Restricted Shares may be assigned or transferred (other
                than
                by will or the laws of descent and distribution or to an inter
                vivos
                trust with respect to which the Participant is treated as the owner
                under
                Sections 671 through 677 of the Code), pledged or sold prior to the
                lapse
                of the restrictions applicable
                thereto.

            


    

     

    
      	(d)      
              	
              Delivery
                of Shares Upon Vesting.
                Upon expiration or earlier termination of the forfeiture period without
                a
                forfeiture and the satisfaction of or release from any other conditions
                prescribed by the Committee, or at such earlier time as provided
                under the
                provisions of Section 7.3, the restrictions applicable to the
                Restricted Shares shall lapse. As promptly as administratively feasible
                thereafter, subject to the requirements of Section 9.5, the Company
                shall deliver to the Participant or, in case of the Participant’s death,
                to the Participant’s Beneficiary, one or more share certificates for the
                appropriate number of shares of Common Stock, free of all such
                restrictions, except for any restrictions that may be imposed by
                law.

            


    

     

    
      	7.2              	
              Terms
                of Restricted Shares.

            


    

     

    
      	(a)      
              	
              Forfeiture
                of Restricted Shares.
                Subject to Sections 7.2(b) and 7.3, Restricted Shares shall be
                forfeited and returned to the Company and all rights of the Participant
                with respect to such Restricted Shares shall terminate unless the
                Participant continues in the service of the Company or a Subsidiary
                as an
                employee until the expiration of the forfeiture period for such Restricted
                Shares and satisfies any and all other conditions set forth in the
                Award
                Agreement. The Committee shall determine the forfeiture period (which
                may,
                but need not, lapse in installments) and any other terms and conditions
                applicable with respect to any Restricted Share
                Award.

            


    

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    
      	(b) 
                 	
              Waiver
                of Forfeiture Period.
                Notwithstanding anything contained in this Article VII to the
                contrary, the Committee may, in its sole discretion, waive the forfeiture
                period and any other conditions set forth in any Award Agreement
                under
                appropriate circumstances (including the death, disability or Retirement
                of the Participant or a material change in circumstances arising
                after the
                date of an Award) and subject to such terms and conditions (including
                forfeiture of a proportionate number of the Restricted Shares) as
                the
                Committee shall deem appropriate.

            


    

     

    
      	7.3               
                        	
              Change
                in Control.
                Unless otherwise provided by the Committee in the applicable Award
                Agreement, in the event of a Change in Control, all restrictions
                applicable to the Restricted Share Award shall terminate fully and
                the
                Participant shall immediately have the right to the delivery of share
                certificates for such shares in accordance with
                Section 7.1(d).

            


    

     

    ARTICLE
      8.

     

    PERFORMANCE
      AWARDS

     

    
      	8.1          
	
              Performance
                Awards.

            


    

     

    
      	(a)   
                	
              Award
                Periods and Calculations of Potential Incentive
                Amounts.
                The Committee may grant Performance Awards to Participants. A Performance
                Award shall consist of the right to receive a payment (measured by
                the
                Fair Market Value of a specified number of shares of Common Stock,
                increases in such Fair Market Value during the Award Period and/or
                a fixed
                cash amount) contingent upon the extent to which certain predetermined
                performance targets have been met during an Award Period. Performance
                Awards may be made in conjunction with, or in addition to, Restricted
                Share Awards made under Article VII. The Award Period shall be two or
                more fiscal or calendar years as determined by the Committee. The
                Committee, in its discretion and under such terms as it deems appropriate,
                may permit newly eligible employees, such as those who are promoted
                or
                newly hired, to receive Performance Awards after an Award Period
                has
                commenced.

            


    

     

    
      	(b)    
               	
              Performance
                Targets.
                The performance targets may include such goals related to the performance
                of the Company and/or the performance of a Participant as may be
                established by the Committee in its discretion. In the case of Performance
                Awards intended to qualify for deductibility under Section 162(m)
                of the
                Code, the targets will include specified levels of one or more of
                operating income, return on investment, return on stockholders’ equity,
                earnings before interest, taxes, depreciation and amortization and/or
                earnings per share. The performance targets established by the Committee
                may vary for different Award Periods and need not be the same for
                each
                Participant receiving a Performance Award in an Award Period. Except
                to
                the extent inconsistent with the performance-based compensation exception
                under Section 162(m) of the Code, in the case of Performance Awards
                granted to employees to whom such section is applicable, the Committee,
                in
                its discretion, but only under extraordinary circumstances as determined
                by the Committee, may change any prior determination of performance
                targets for any Award Period at any time prior to the final determination
                of the value of a related Performance Award when events or transactions
                occur to cause such performance targets to be an inappropriate measure
                of
                achievement.

            


    

     

    
      	(c)    
               	
              Earning
                Performance Awards.
                The Committee, on or as soon as practicable after the Date of Grant,
                shall
                prescribe a formula to determine the percentage of the applicable
                Performance Award to be earned based upon the degree of attainment
                of
                performance targets. 

            


    

     

    
      	(d)   
                	
              Payment
                of Earned Performance Awards.
                Payments of earned Performance Awards shall be made in cash or shares
                of
                Common Stock or a combination of cash and shares of Common Stock,
                in the
                discretion of the Committee. The Committee, in its sole discretion,
                may
                provide such terms and conditions with respect to the payment of
                earned
                Performance Awards as it may deem
                desirable.

            


    

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    
      	8.2              	
              Terms
                of Performance Awards.

            


    

     

    
      	(a)    
               	
              Termination
                of Employment.
                Unless otherwise provided below or in Section 8.3, in the case of a
                Participant’s Termination of Employment prior to the end of an Award
                Period, the Participant will not have earned any Performance Awards
                for
                that Award Period.

            


    

     

    
      	(b)  
                  	
              Retirement.
                If
                a Participant’s Termination of Employment is because of Retirement prior
                to the end of an Award Period, the Participant will not be paid any
                Performance Award, unless the Committee, in its sole and exclusive
                discretion, determines that an Award should be paid. In such a case,
                the
                Participant shall be entitled to receive a pro-rata portion of his
                or her
                Award as determined under subsection (d) of this Section
                8.2.

            


    

     

    
      	(c)   
                	
              Death
                or Disability.
                If
                a Participant’s Termination of Employment is due to death or to disability
                (as determined in the sole and exclusive discretion of the Committee)
                prior to the end of an Award Period, the Participant or the Participant’s
                personal representative shall be entitled to receive a pro-rata share
                of
                his or her Award as determined under subsection (d) of this Section
                8.2.

            


    

     

    
      	(d) 
                  	
              Pro-Rata
                Payment.
                The amount of any payment to be made to a Participant whose employment
                is
                terminated by Retirement, death or disability (under the circumstances
                described in subsections (b) and (c)) will be the amount determined
                by
                multiplying (i) the amount of the Performance Award that would have
                been earned through the end of the Award Period had such employment
                not
                been terminated by (ii) a fraction, the numerator of which is the
                number of whole months such Participant was employed during the Award
                Period, and the denominator of which is the total number of months
                of the
                Award Period. Any such payment made to a Participant whose employment
                is
                terminated prior to the end of an Award Period shall be made at the
                end of
                such Award Period, unless otherwise determined by the Committee in
                its
                sole discretion. Any partial payment previously made or credited
                to a
                deferred account for the benefit of a Participant in accordance with
                Section 8.1(d) of the Plan shall be subtracted from the amount
                otherwise determined as payable as provided in this Section
                8.2(d).

            


    

     

    
      	(e)  
                	
              Other
                Events.
                Notwithstanding anything to the contrary in this Article VIII, the
                Committee may, in its sole and exclusive discretion, determine to
                pay all
                or any portion of a Performance Award to a Participant who has terminated
                employment prior to the end of an Award Period under certain circumstances
                (including the death, disability or Retirement of the Participant
                or a
                material change in circumstances arising after the Date of Grant),
                subject
                to such terms and conditions as the Committee shall deem
                appropriate.

            


    

     

    
      	8.3                        
               	
              Change
                in Control.
                Unless otherwise provided by the Committee in the applicable Award
                Agreement, in the event of a Change in Control, all Performance Awards
                for
                all Award Periods shall immediately become fully payable to all
                Participants and shall be paid to Participants within thirty (30)
                days
                after such Change in Control.

            


    

     

    ARTICLE
      9.

     

    TERMS
      APPLICABLE TO ALL AWARDS GRANTED UNDER THE PLAN

     

    
      	9.1                          	
              Plan
                Provisions Control Award Terms.
                The terms of the Plan shall govern all Awards granted under the Plan,
                and
                in no event shall the Committee have the power to grant any Award
                under
                the Plan the terms of which are contrary to any of the provisions
                of the
                Plan. In the event any provision of any Award granted under the Plan
                shall
                conflict with any term in the Plan as constituted on the Date of
                Grant of
                such Award, the term in the Plan as constituted on the Date of Grant
                of
                such Award shall control. Except as provided in Section 9.3 and
                Section 9.7, the terms of any Award granted under the Plan may not
                be
                changed after the Date of Grant of such Award so as to materially
                decrease
                the value of the Award without the express written approval of the
                holder.

            


    

     

    
      	9.2                        
               	
              Award
                Agreement.
                No
                person shall have any rights under any Award granted under the Plan
                unless
                and until the Company and the Participant to whom such Award shall
                have
                been granted shall have executed and delivered an Award Agreement
                or the
                Participant shall have received and acknowledged notice of the Award
                authorized by the Committee expressly granting the Award to such
                person
                and containing provisions setting forth the terms of the
                Award.

            


    

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    
      	9.3                       
                	
              Modification
                of Award After Grant.
                No
                Award granted under the Plan to a Participant may be modified (unless
                such
                modification does not materially decrease the value of that Award)
                after
                its Date of Grant except by express written agreement between the
                Company
                and such Participant, provided that any such change (a) may not be
                inconsistent with the terms of the Plan, and (b) shall be approved by
                the Committee. 

            


    

     

    
      	9.4                          
               	
              Limitation
                on Transfer.
                Except as provided in Section 7.1(c) in the case of Restricted
                Shares, a Participant’s rights and interest under the Plan may not be
                assigned or transferred other than by will or the laws of descent
                and
                distribution and, during the lifetime of a Participant, only the
                Participant personally (or the Participant’s personal representative) may
                exercise rights under the Plan. The Participant’s Beneficiary may exercise
                the Participant’s rights to the extent they are exercisable under the Plan
                following the death of the Participant. Notwithstanding the foregoing,
                the
                Committee may grant Non-Qualified Stock Options that are transferable,
                without payment of consideration, to immediate family members of
                the
                Participant or to trusts or partnerships for such family members,
                and the
                Committee may also amend outstanding Non-Qualified Stock Options
                to
                provide for such transferability.

            


    

     

    
      	9.5                        
               	
              Taxes.
                The Company shall be entitled, if the Committee deems it necessary
                or
                desirable, to withhold (or secure payment from the Participant in
                lieu of
                withholding) the amount of any withholding or other tax required
                by law to
                be withheld or paid by the Company with respect to any amount payable
                and/or shares issuable under such Participant’s Award or with respect to
                any income recognized upon a disqualifying disposition of shares
                received
                pursuant to the exercise of an Incentive Stock Option, and the Company
                may
                defer payment of cash or issuance of shares upon exercise or vesting
                of an
                Award unless indemnified to its satisfaction against any liability
                for any
                such tax. The amount of such withholding or tax payment shall be
                determined by the Committee and shall be payable by the Participant
                at
                such time as the Committee determines in accordance with the following
                rules: 

            


    

     

    
      	(a)  
                  	
              The
                Participant shall have the right to elect to meet his or her withholding
                requirement (i) by having withheld from such Award at the appropriate
                time that number of shares of Common Stock, rounded up to the next
                whole
                share, the Fair Market Value of which is equal to the amount of
                withholding taxes due, (ii) by direct payment to the Company in cash
                of the amount of any taxes required to be withheld with respect to
                such
                Award or (iii) by a combination of withholding such shares and paying
                cash.

            


    

     

    
      	(b)
                    	
              The
                Committee shall have the discretion as to any Award to cause the
                Company
                to pay to tax authorities for the benefit of the applicable Participant,
                or to reimburse such Participant for, the individual taxes which
                are due
                on the grant, exercise or vesting of any Award or the lapse of any
                restriction on any Award (whether by reason of such Participant’s filing
                of an election under Section 83(b) of the Code or otherwise),
                including, but not limited to, Federal income tax, state income tax,
                local
                income tax and excise tax under Section 4999 of the Code, as well as
                for any such taxes as may be imposed upon such tax payment or
                reimbursement.

            


    

     

    
      	(c)
                    	
              In
                the case of Participants who are subject to Section 16 of the Exchange
                Act, the Committee may impose such limitations and restrictions as
                it
                deems necessary or appropriate with respect to the delivery or withholding
                of shares of Common Stock to meet tax withholding
                obligations.

            


    

     

    
      	9.6                       
                	
              Surrender
                of Awards.
                Any Award granted under the Plan may be surrendered to the Company
                for
                cancellation on such terms as the Committee and the Participant
                approve.

            


    

     

    
      	9.7              	
              Adjustments
                to Reflect Capital Changes.

            


    

     

    
      	(a)
                   	
              Recapitalization.
                The number and kind of shares subject to outstanding Awards, the
                Purchase
                Price or Exercise Price for such shares, the number and kind of shares
                available for Awards subsequently granted under the Plan and the
                maximum
                number of shares in respect of which Awards can be made to any Participant
                in any calendar year shall be appropriately adjusted to reflect any
                stock
                dividend, stock split, combination or exchange of shares, merger,
                consolidation or other change in capitalization with a similar substantive
                effect upon the Plan or the Awards granted under the Plan. The Committee
                shall have the power and sole discretion to determine the amount
                of the
                adjustment to be made in each case.

            


    

     

    
      
        
        

      

      
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      	(b)
                   	
              Merger.
                After any Merger in which the Company is the surviving corporation,
                each
                Participant shall, at no additional cost, be entitled upon any exercise
                of
                an Option or receipt of any other Award to receive (subject to any
                required action by stockholders), in lieu of the number of shares
                of
                Common Stock receivable or exercisable pursuant to such Award prior
                to
                such Merger, the number and class of shares or other securities to
                which
                such Participant would have been entitled pursuant to the terms of
                the
                Merger if, at the time of the Merger, such Participant had been the
                holder
                of record of a number of shares of Common Stock equal to the number
                of
                shares of Common Stock receivable or exercisable pursuant to such
                Award.
                Comparable rights shall accrue to each Participant in the event of
                successive Mergers of the character described above. In the event
                of a
                Merger in which the Company is not the surviving corporation, the
                surviving, continuing, successor or purchasing corporation, as the
                case
                may be (the “Acquiring
                Corporation”),
                will either assume the Company’s rights and obligations under outstanding
                Award Agreements or substitute awards in respect of the Acquiring
                Corporation’s stock for outstanding Awards,
                provided, however, that
                if the Acquiring Corporation does not assume or substitute for such
                outstanding Awards, the Board shall provide prior to the Merger that
                any
                unexercisable and/or unvested portion of the outstanding Awards shall
                be
                immediately exercisable and vested as of a date prior to such merger
                or
                consolidation, as the Board so determines. The exercise and/or vesting
                of
                any Award that was permissible solely by reason of this Section 9.7(b)
                shall be conditioned upon the consummation of the Merger. Any Options
                which are neither assumed by the Acquiring Corporation not exercised
                as of
                the date of the Merger shall terminate effective as of the effective
                date
                of the Merger.

            


    

     

    
      	(c)   
                	
              Options
                to Purchase Shares or Stock of Acquired
                Companies.
                After any merger in which the Company or a Subsidiary shall be a
                surviving
                corporation, the Committee may grant substituted options under the
                provisions of the Plan, pursuant to Section 424 of the Code,
                replacing old options granted under a plan of another party to the
                merger
                whose shares of stock subject to the old options may no longer be
                issued
                following the merger. The manner of application of the foregoing
                provisions to such options and any appropriate adjustments shall
                be
                determined by the Committee in its sole discretion. Any such adjustments
                may provide for the elimination of any fractional shares which might
                otherwise become subject to any
                Options.

            


    

     

    
      	9.8                        
               	
              No
                Right to Employment.
                No
                employee or other person shall have any claim of right to be granted
                an
                Award under the Plan. Neither the Plan nor any action taken hereunder
                shall be construed as giving any employee any right to be retained
                in the
                employ of the Company or any of its
                Subsidiaries.

            


    

     

    
      	9.9                        
               	
              Awards
                Not Includable for Benefit Purposes.
                Payments received by a Participant pursuant to the provisions of
                the Plan
                shall not be included in the determination of benefits under any pension,
                group insurance or other benefit plan applicable to the Participant
                which
                is maintained by the Company or any of its Subsidiaries, except as
                may be
                provided under the terms of such plans or determined by the
                Board.

            


    

     

    
      	9.10                       
                   	
              Governing
                Law.
                All determinations made and actions taken pursuant to the Plan shall
                be
                governed by the laws of the State of Nevada, other than the conflict
                of
                law provisions thereof, and construed in accordance
                therewith.

            


    

     

    
      	9.11                       
                	
              No
                Strict Construction.
                No
                rule of strict construction shall be implied against the Company,
                the
                Committee or any other person in the interpretation of any of the
                terms of
                the Plan, any Award granted under the Plan or any rule or procedure
                established by the Committee.

            


    

     

    
      	9.12                       
               	
              Captions.
                The captions (i.e., all Section headings) used in the Plan are for
                convenience only, do not constitute a part of the Plan, and shall
                not be
                deemed to limit, characterize or affect in any way any provisions
                of the
                Plan, and all provisions of the Plan shall be construed as if no
                captions
                had been used in the Plan.

            


    

     

    
      	9.13                       
                	
              Severability.
                Whenever possible, each provision in the Plan and every Award at
                any time
                granted under the Plan shall be interpreted in such manner as to
                be
                effective and valid under applicable law, but if any provision of
                the Plan
                or any Award at any time granted under the Plan shall be held to
                be
                prohibited by or invalid under applicable law, then (a) such
                provision shall be deemed amended to accomplish the objectives of
                the
                provision as originally written to the fullest extent permitted by
                law and
                (b) all other provisions of the Plan, such Award and every other
                Award at any time granted under the Plan shall remain in full force
                and
                effect.

            


    

     

    
      
        
        

      

      
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      	9.14           	
              Amendment
                and Termination.

            


    

     

    
      	(a)     
               	
              Amendment.
                The Board shall have complete power and authority to amend the Plan
                at any
                time without the authorization or approval of the Company’s stockholders,
                unless the amendment (i) materially increases the benefits accruing
                to
                Participants under the Plan, (ii) materially increases the aggregate
                number of securities that may be issued under the Plan or (iii) materially
                modifies the requirements as to eligibility for participation in
                the Plan,
                but in each case only to the extent then required by the Code or
                applicable law, or deemed necessary or advisable by the Board. No
                termination or amendment of the Plan may, without the consent of
                the
                Participant to whom any Award shall theretofore have been granted
                under
                the Plan, materially adversely affect the right of such individual
                under
                such Award. 

            


    

     

    
      	(b)      
              	
              Termination.
                The Board shall have the right and the power to terminate the Plan
                at any
                time. No Award shall be granted under the Plan after the termination
                of
                the Plan, but the termination of the Plan shall not have any other
                effect
                and any Award outstanding at the time of the termination of the Plan
                may
                be exercised after termination of the Plan at any time prior to the
                expiration date of such Award to the same extent such Award would
                have
                been exercisable had the Plan not been
                terminated.

            


    

     

     

     

     

     

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