ex102to8k06282_07242008.htm


    Exhibit 10.2

     

    
      GLOBALOPTIONS
GROUP, INC.

      


      AMENDED
AND RESTATED

      


      2006
EMPLOYEE STOCK PURCHASE PLAN

      


      1.           PURPOSE.  The
GlobalOptions Group, Inc. 2006 Employee Stock Purchase Plan (the “Plan”) is
intended to provide an incentive for employees of GlobalOptions Group,
Inc.  (the “Company”) and its participating
subsidiaries.  The Plan permits such employees to acquire or increase
their proprietary interests in the Company through the purchase of shares of
Common Stock of the Company, thereby creating a greater community of interest
between the Company’s stockholders and its employees.  The Plan is
intended to qualify as an “Employee Stock Purchase Plan” under Sections 421 and
423 of the Internal Revenue Code of 1986, as amended (the
“Code”).  The provisions of the Plan will be construed in a manner
consistent with the requirements of such sections of the Code and the
regulations issued thereunder.

       

      2.           DEFINITIONS.  As
used in this Plan,

       

      (a)          “Account”
means each separate account maintained for a Participant under the Plan,
collectively or individually as the context requires, to which the amount of the
Participant’s payroll deductions authorized under Section 6 and purchases of
Common Stock under Section 8 shall be credited, and any distributions of shares
of Common Stock under Section 9 and withdrawals under Section 10 shall be
charged.

       

      (b)          “Base
Pay” means the base salary paid to an employee, including commissions, payments
for overtime and shift differentials, bonuses, vacation pay and holiday
pay.  Base Pay shall exclude incentive compensation, and other special
payments, fees, fringes, allowances or extraordinary compensation not
specifically listed in the preceding sentence.

       

      (c)          “Benefits
Representative” means the employee benefits department of the Company or any
such other person, regardless of whether employed by an Employer, who has been
formally, or by operation or practice, designated by the Committee to assist the
Committee with the day-to-day administration of the Plan.

       

      (d)          “Board”
means the Board of Directors of the Company.

       

      (e)          “Code”
means the Internal Revenue Code of 1986, or any successor thereto, as amended
and in effect from time to time.  Reference in the Plan to any Section
of the Code shall be deemed to include any amendments or successor provisions to
any Section and any treasury regulations thereunder.

       

      (f)           “Committee”
means the Compensation Committee of the Board.  The Board shall have
the power to fill vacancies on the Committee arising by resignation, death,
removal or otherwise.  The Board, in its sole discretion, may
bifurcate the powers and duties of the Committee among one or more separate
Committees, or retain all powers and duties of the Committee in a single
Committee.  The members of the Committee shall serve at the discretion
of the Board.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      (g)          “Common
Stock” or “Stock” means the common stock, $.001 par value per share, of the
Company.

       

      (h)          “Company”
means GlobalOptions Group, Inc., a Delaware corporation, and any successor
thereto.

       

      (i)           “Disability”
means any complete and permanent disability as defined in Section 22(e)(3) of
the Code.

       

      (j)           “Effective
Date” means October 17, 2006, the inception date of the Plan.

       

      (k)          “Employee”
means any employee who is currently in Employment with an Employer.

       

      (l)           “Employer”
means the Company, its successors, any future parent (as defined in Section
424(e) of the Code) and each current or future Subsidiary which has been
designated by the Board or the Committee as a participating employer in the
Plan.

       

      (m)         “Employment”
means employment as an employee or officer by the Company or a Subsidiary as
designated in such entity’s payroll records, or by any corporation issuing or
assuming rights or obligations under the Plan in any transaction described in
Section 424(a) of the Code or by a parent corporation or a subsidiary
corporation of such corporation.  In this regard, neither the transfer
of a Participant from Employment by the Company to Employment by a Subsidiary,
nor the transfer of a Participant from Employment by a Subsidiary to Employment
by the Company, shall be deemed to be a termination of Employment of the
Participant.  Moreover, the Employment of a Participant shall not be
deemed to have been terminated because of absence from active Employment on
account of temporary illness or during authorized vacation, temporary leaves of
absence from active Employment granted by theCompany or a Subsidiary for reasons
of professional advancement, education, health, or government service, or during
military leave for any period if the Participant returns to active Employment
within 90 days after the termination of military leave, or during any period
required to be treated as a leave of absence which, by virtue of any valid law
or agreement, does not result in a termination of Employment.

       

      Any
worker treated as an independent contractor by the Employer who is later
re-classified as a common-law employee shall not be in Employment during any
period in which such worker was treated by the Employer as an independent
contractor.  Any “leased employee,” as described in Section 414(n) of
the Code, shall not be deemed an Employee hereunder.

       

      (n)          “Entry
Date” means the first day of each Calendar month.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      (o)          “Market
Price” means, subject to the next paragraph, the market value of a share of
Stock on any date, which shall be determined as (i) the closing sales price on
the immediately preceding business day of a share of Stock as reported on the
New York Stock Exchange or other principal securities exchange on which shares
of Stock are then listed or admitted to trading or (ii) if not so reported, the
average of the highest and lowest sales prices for a share of Stock on the
immediately preceding business day as quoted on the National Association of
Securities Dealers Automated Quotation System (“NASDAQ”) or any successor system
then in use, or (iii) if not quoted on NASDAQ, the average of the closing bid
and asked prices for a share of Stock as quoted by the Pink Sheets, LLC’s “Pink
Sheets” or the National Association of Securities Dealers’ OTC Bulletin Board
System.  If the price of a share of Stock shall not be so reported
pursuant to the previous sentence, the fair market value of a share of Stock
shall be determined by the Committee in its discretion provided that such method
is appropriate for purposes of an employee stock purchase plan under Section 423
of the Code.

       

      Notwithstanding
the previous paragraph of this definition, the Market Price of a share of Stock
solely for purposes of determining the option price on the first or last day of
the Calendar month in accordance with Section 7(b) shall be based on the Market
Price on the first or last day of the Calendar month, as applicable, and not on
the immediately preceding business day.  For example, if the Stock is
traded on the New York Stock Exchange, when determining the option price under
Section 7(b) at which shares of Stock are purchased, the Market Price for
determining this option price shall be based on the lower of (i) the closing
sales price of a share of Stock on the first business day of the Calendar month
or (ii) the closing sales price of a share of Stock on the last business day of
the Calendar month.

       

      (p)          “Participant”
means any Employee who meets the eligibility requirements of Section 3 and who
has elected to and is participating in the Plan.

       

      (q)          “Plan”
means the GlobalOptions Group, Inc.  2006 Employee Stock Purchase
Plan, as set forth herein, and all amendments hereto.

       

      (r)           “Stock”
means the Common Stock (as defined above).

       

      (s)          “Subsidiary”
means any domestic or foreign corporation (other than the Company) (i) which,
pursuant to Section 424(f) of the Code, is included in an unbroken chain of
corporations beginning with the Company if, at the time of the granting of the
option, each of the corporations other than the last corporation in the unbroken
chain owns stock possessing fifty percent (50%) or more of the total combined
voting power of all classes of capital stock in one of the other corporations in
such chain and (ii) which has been designated by the Board or the Committee as a
corporation whose Employees are eligible to participate in the
Plan.

       

      3.           ELIGIBILITY.

       

      (a)         Eligibility
Requirements.  Participation in the Plan is
voluntary.  Each Employee who has completed at least six (6)
consecutive months of continuous Employment with an Employer (calculated from
his last date of hire to the termination of his Employment for any reason) shall
be eligible to participate in the Plan on the first day of the payroll period
commencing on or after the Effective Date or, if later, the Entry Date on which
the Employee satisfies the aforementioned eligibility
requirements.  Each Employee whose Employment terminates and who is
rehired by an Employer shall be treated as a new Employee for eligibility
purposes under the Plan, provided, however, that if an Employee is rehired by an
Employer prior to the expiration of three months following his or her
termination, such Employee shall not be a new Employee for eligibility purposes
under the Plan.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      (b)         Limitations on
Eligibility.  Any provision of the Plan to the contrary
notwithstanding, no Employee shall be granted an option under the
Plan:

       

      (i)        if,
immediately after the grant, the Employee would own stock, and/or hold
outstanding options to purchase stock, possessing five percent (5%) or more of
the total combined voting power or value of all classes of stock of the Company
or of any Subsidiary;

       

      (ii)       which
permits the Employee’s rights to purchase stock under this Plan and all other
employee stock purchase plans (within the meaning of Section 423 of the Code) of
the Company and its Subsidiaries to accrue at a rate which exceeds $25,000 of
the fair market value of the stock (determined at the time such option is
granted) for each fiscal year in which such option is outstanding at any time,
all as determined in accordance with Section 423(b)(8) of the Code;

       

      (iii)      if
the Employee’s customary Employment is 20 hours or less per week;
or

       

      (iv)     if
the Employee is employed for less than 5 months in a calendar year.

       

      For
purposes of Section 3(b)(i) above, pursuant to Section 424(d) of the Code, (i)
the Employee with respect to whom such limitation is being determined shall be
considered as owning the stock owned, directly or indirectly, by or for his
brothers and sisters (whether by the whole or half blood), spouse, ancestors,
and lineal descendants; and (ii) stock owned, directly or indirectly, by or for
a corporation, partnership, estate, or trust, shall be considered as being owned
proportionately by or for its shareholders, partners, or
beneficiaries.  In addition, for purposes of Section 3(b)(ii) above,
pursuant to Section 423(b)(8) of the Code, (i) the right to purchase stock under
an option accrues when the option (or any portion thereof) first becomes
exercisable during the calendar year, (ii) the right to purchase stock under an
option accrues at the rate provided in the option but in no case may such rate
exceed $25,000 of fair market value of such stock (determined at the time such
option is granted) for any one calendar year, and (iii) a right to purchase
stock which has accrued under one option granted pursuant to the Plan may not be
carried over to any other option.

       

      4.           SHARES SUBJECT TO THE
PLAN.  The total number of shares of Common Stock that will be
issued upon the exercise of options granted under the Plan will not exceed Two
Million (2,000,000) shares (subject to adjustment as provided in Section 17),
and such shares may be originally issued shares, treasury shares, reacquired
shares, shares bought in the market, or any combination of the
foregoing.  If any option which has been granted expires or terminates
for any reason without having been exercised in full, the unpurchased shares
will again become available for purposes of the Plan.  Any shares
which are not subject to outstanding options upon the termination of the Plan
shall cease to be subject to the Plan.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      5.           PARTICIPATION.

       

      (a)         Payroll Deduction
Authorization.  An Employee shall be eligible to participate in
the Plan as of the first Entry Date following such Employee’s satisfaction of
the eligibility requirements of Section 3, or, if later, the first Entry Date
following the date on which the Employee’s Employer adopted the
Plan.  At least 10 days (or such other period as may be prescribed by
the Committee or a Benefits Representative) prior to the first Entry Date as of
which an Employee is eligible to participate in the Plan, the Employee shall
execute and deliver to the Benefits Representative, on the form prescribed for
such purpose, an authorization for payroll deductions which specifies his chosen
rate of payroll deduction contributions pursuant to Section 6, and such other
information as is required to be provided by the Employee on such enrollment
form.  The enrollment form shall authorize the Employer to reduce the
Employee’s Base Pay by the amount of such authorized
contributions.  To the extent provided by the Committee or a Benefits
Representative, each Participant shall also be required to open a stock
brokerage account with a brokerage firm which has been engaged to administer the
purchase, holding and sale of Common Stock for Accounts under the Plan and, as a
condition of participation hereunder, the Participant shall be required to
execute any form required by the brokerage firm to open and maintain such
brokerage account.

       

      (b)         Continuing Effect of Payroll
Deduction Authorization.  Payroll deductions for a Participant
will commence with the first payroll period beginning after the Participant’s
authorization for payroll deductions becomes effective, and will end with the
payroll period that ends when terminated by the Participant in accordance with
Section 6(c) or due to his termination of Employment in accordance with Section
11.  Payroll deductions will also cease when the Participant is
suspended from participation due to a withdrawal of payroll deductions in
accordance with Section 10.  When applicable with respect to Employees
who are paid on a hourly wage basis, the authorized payroll deductions shall be
withheld from wages when actually paid following the period in which the
compensatory services were rendered.  Only payroll deductions that are
credited to the Participant’s Account during the Calendar month shall be used to
purchase Common Stock pursuant to Section 8 regardless of when the work was
performed.

       

      (c)         Employment and Stockholders
Rights.  Nothing in the Plan will confer on a Participant the
right to continue in the employ of the Employer or will limit or restrict the
right of the Employer to terminate the Employment of a Participant at any time
with or without cause.  A Participant will have no interest in any
Common Stock to be purchased under the Plan or any rights as a stockholder with
respect to such Stock until the Stock has been purchased and credited to the
Participant’s Account.

       

      6.           PAYROLL
DEDUCTIONS.

       

      (a)         Participant Contributions by
Payroll Deductions.  At the time a Participant files his
payroll deduction authorization form, the Participant will elect to have
deductions made from the Participant’s Base Pay for each payroll period such
authorization is in effect in whole percentages at the rate of not less than 1%
nor more than 15% of the Participant’s Base Pay.

       

      (b)         No Other Participant
Contributions Permitted.  All payroll deductions made for a
Participant shall be credited to the Participant’s Account under the
Plan.  A Participant may not make any separate cash payment into such
Account.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      (c)         Changes in Participant
Contributions.  Subject to Sections 10 and 22, a Participant
may increase, decrease, suspend, or resume payroll deductions under the Plan by
giving written notice to a designated Benefits Representative at such time and
in such form as the Committee or Benefits Representative may prescribe from time
to time.  Such increase, decrease, suspension or resumption shall be
effective as of the first day of the payroll period as soon as administratively
practicable after receipt of the Participant’s written notice, but not earlier
than the first day of the payroll period of the Calendar month next following
receipt and acceptance of such form.  Notwithstanding the previous
sentence, a Participant may completely discontinue contributions at any time
during a Calendar month, effective as of the first day of the payroll period as
soon as administratively practicable following receipt of a written
discontinuance notice from the Participant on a form provided by a designated
Benefits Representative.  Following a discontinuance of contributions,
a Participant cannot authorize any payroll contributions to his Account for the
remainder of the Calendar month in which the discontinuance is
effective.

       

      7.           GRANTING OF OPTION TO
PURCHASE STOCK.

       

      (a)         Monthly Grant of
Options.  For each calendar month, a Participant shall be
deemed to have been granted an option to purchase, on the first day of the
calendar month, as many whole and fractional shares as may be purchased with the
payroll deductions (and any cash dividends as provided in Section 8) credited to
the Participant’s Account during the calendar month.

       

      (b)         Option
Price.  The option price of the Common Stock purchased with the
amount credited to the Participant’s Account during each calendar month shall be
the lower of:

       

      (i)        85%
of the Market Price of a share of Stock on the first day of the calendar month;
or

       

      (ii)       85%
of the Market Price of a share of Stock on the last day of the calendar
month.

       

      Only the
Market Price as of the first day of the Calendar month and the last day of the
Calendar month shall be considered for purposes of determining the option
purchase price; interim fluctuations during the Calendar month shall not be
considered.

       

      8.           EXERCISE OF
OPTION.

       

      (a)         Automatic Exercise of
Options.  Unless a Participant has elected to withdraw payroll
deductions in accordance with Section 10, the Participant’s option for the
purchase of Common Stock shall be deemed to have been exercised automatically as
of the last day of the Calendar month for the purchase of the number of whole
and fractional shares of Common Stock which the accumulated payroll deductions
(and cash dividends on the Common Stock as provided in Section 8(b)) in the
Participant’s Account at that time will purchase at the applicable option
price.  Fractional shares may not be issued under the
Plan.  As of the last day of each Calendar month, the balance of each
Participant’s Account shall be applied to purchase the number of whole shares of
Stock as determined by dividing the balance of such Participant’s Account as of
such date by the option price determined pursuant to Section
7(b).  The Participant’s Account shall be debited
accordingly.  Any balance in a Participant’s stock purchase account
which was not applied to the purchase of Common Stock because it was less than
the purchase price of a full share shall remain in the Participant’s stock
purchase account and be carried over to the succeeding Calendar
month.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      (b)         Dividends
Generally.  Cash dividends paid on shares of Common Stock which
have not been delivered to the Participant pending the Participant’s request for
delivery pursuant to Section 9(c), shall be combined with the Participant’s
payroll deductions and applied to the purchase of Common Stock at the end of the
Calendar month in which the cash dividends are received, subject to the
Participant’s withdrawal rights set forth in Section 10.  Dividends
paid in the form of shares of Common Stock or other securities with respect to
shares that have been purchased under the Plan, but which have not been
delivered to the Participant, shall be credited to the shares that are credited
to the Participant’s Account.

       

      (c)         Pro-rata Allocation of
Available Shares.  If the total number of shares to be
purchased under options under the Plan by all Participants exceeds the number of
shares authorized under Section 4, a pro-rata allocation of the available shares
shall be made among all Participants authorizing such payroll deductions based
on the amount of their respective payroll deductions through the last day of the
Calendar month.

       

      9.           OWNERSHIP AND DELIVERY OF
SHARES.

       

      (a)         Beneficial
Ownership.  A Participant shall be the beneficial owner of the
shares of Common Stock purchased under the Plan upon the exercise of his option
and will have all rights of beneficial ownership in such shares.  Any
dividends paid with respect to such shares shall be credited to the
Participant’s Account and applied as provided in Section 8 until the shares are
delivered to the Participant.

       

      (b)         Registration of
Stock.  Stock to be delivered to a Participant under the Plan
shall be registered in the name of the Participant, or if the Participant so
directs by written notice to the designated Benefits Representative or brokerage
firm, if any, prior to the purchase of Stock hereunder, in the names of the
Participant and one such other person as may be designated by the Participant,
as joint tenants with rights of survivorship or as tenants by the entirety, to
the extent permitted by applicable law.  Any such designation shall
not apply to shares purchased after a Participant’s death by the Participant’s
beneficiary or estate, as the case may be, pursuant to Section
11(b).  If a brokerage firm is engaged by the Company to administer
Accounts under the Plan, such firm shall provide such account registration forms
as are necessary for each Participant to open and maintain a brokerage account
with such firm.

       

      (c)         Delivery of Stock
Certificates.  The Company, or a brokerage firm or other entity
selected by the Company, shall deliver to each Participant a certificate for the
number of shares of Common Stock purchased by the Participant hereunder as soon
as practicable after the close of each Calendar month.  Alternatively,
in the discretion of the Committee, the stock certificate may be delivered to a
designated stock brokerage account maintained for the Participant and held in
“street name” in order to facilitate the subsequent sale of the purchased
shares.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      (d)         Regulatory
Approval.  In the event the Company is required to obtain from
any commission or agency the authority to issue any stock certificate hereunder,
the Company shall seek to obtain such authority.  The inability of the
Company to obtain from any such commission or agency the authority which counsel
for the Company deems necessary for the lawful issuance of any such certificate
shall relieve the Company from liability to any Participant, except to return to
the Participant the amount of his Account balance used to exercise the option to
purchase the affected shares.

       

      10.         WITHDRAWAL OF PAYROLL
DEDUCTIONS.  At any time during a Calendar month, but in no
event later than 15 days (or such shorter prescribed by the Committee or a
Benefits Representative) prior to the last day of the Calendar month, a
Participant may elect to abandon his election to purchase Common Stock under the
Plan.  By written notice to the designated Benefits Representative on
a form provided for such purpose, the Participant may thus elect to withdraw all
of the accumulated balance in his Account being held for the purchase of Common
Stock in accordance with Section 8(b).  Partial withdrawals will not
be permitted.  All such amounts shall be paid to the Participant as
soon as administratively practical after receipt of his notice of
withdrawal.  After receipt and acceptance of such withdrawal notice,
no further payroll deductions shall be made from the Participant’s Base Pay
beginning as of the next payroll period during the Calendar month in which the
withdrawal notice is received.  The Committee, in its discretion, may
determine that amounts otherwise withdrawable hereunder by Participants shall be
offset by an amount that the Committee, in its discretion, determines to be
reasonable to help defray the administrative costs of effecting the withdrawal,
including, without limitation, fees imposed by any brokerage firm which
administers such Participant’s Account.  After a withdrawal, an
otherwise eligible Participant may resume participation in the Plan as of the
first day of the Calendar month next following his delivery of a payroll
deduction authorization pursuant to the procedures prescribed in Section
5(a).

       

      11.         TERMINATION OF
EMPLOYMENT.

       

      (a)         General
Rule.  Upon termination of a Participant’s Employment for any
reason, his participation in the Plan will immediately terminate.

       

      (b)         Termination Due to
Retirement, Death or Disability.  If the Participant’s
termination of Employment is due to (i) retirement from Employment on or after
his attainment of age 65, (ii) death, or (iii) Disability, the Participant (or
the Participant’s personal representative or legal guardian in the event of
Disability, or the Participant’s beneficiary (as defined in Section 14) or the
administrator of his will or executor of his estate in the event of death), will
have the right to elect, either to:

       

      (i)        Withdraw
all of the cash and shares of Common Stock credited to the Participant’s Account
as of his termination date; or

       

      (ii)       Exercise
the Participant’s option for the purchase of Common Stock on the last day of the
Calendar month (in which termination of Employment occurs) for the purchase of
the number of shares of Common Stock which the cash balance credited to the
Participant’s Account as of the date of the Participant’s termination of
Employment will purchase at the applicable option price.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      The
Participant (or, if applicable, such other person designated in the first
paragraph of this Section 11(b)) must make such election by giving written
notice to the Benefits Representative at such time and in such manner as
prescribed from time to time by the Committee or Benefits
Representative.  In the event that no such written notice of election
is received by the Benefits Representative within 30 days of the Participant’s
termination of Employment date, the Participant (or such other designated
person) will automatically be deemed to have elected to withdraw the balance in
the Participant’s Account as of the date of the termination of his
Employment.  Thereafter, any accumulated cash and shares of Common
Stock credited to the Participant’s Account as of his termination of Employment
date shall be delivered to or on behalf of the Participant as soon as
administratively practicable.

       

      (c)         Termination Other Than for
Retirement, Death or Disability.  Upon termination of a
Participant’s Employment for any reason other than retirement, death, or
Disability pursuant to Section 11(b), the participation of the Participant in
the Plan will immediately terminate.  Thereafter, any accumulated cash
and shares of Common Stock credited to the Participant’s Account as of his
termination of Employment date shall be delivered to the Participant as soon as
administratively practicable.

       

      (d)         Rehired
Employees.  Any Employee whose Employment terminates and who is
subsequently rehired by an Employer shall be treated as a new Employee for
purposes of eligibility to participate in the Plan, except as stated in Section
3(a).

       

      12.         INTEREST.  No
interest shall be paid or allowed on any money paid into the Plan or credited to
the Account of any Participant.

       

      13.         ADMINISTRATION OF THE
PLAN.

       

      (a)         No Participation in Plan by
Committee Members.  No options may be granted under the Plan to
any member of the Committee during the term of his membership on the
Committee.

       

      (b)         Authority of the
Committee.  Subject to the provisions of the Plan, the
Committee shall have the plenary authority to (a) interpret the Plan and all
options granted under the Plan, (b) make such rules as it deems necessary for
the proper administration of the Plan, (c) make all other determinations
necessary or advisable for the administration of the Plan, and (d) correct any
defect or supply any omission or reconcile any inconsistency in the Plan or in
any option granted under the Plan in the manner and to the extent that the
Committee deems advisable.  Any action taken or determination made by
the Committee pursuant to this and the other provisions of the Plan shall be
conclusive on all parties.  The act or determination of a majority of
the Committee shall be deemed to be the act or determination of the
Committee.  By express written direction, or by the day-to-day
operation of Plan administration, the Committee may delegate the authority and
responsibility for the day-to-day administrative or ministerial tasks of the
Plan to a Benefits Representative, including a brokerage firm or other third
party engaged for such purpose.

       

      (c)         Meetings.  The
Committee shall designate a chairman from among its members to preside at its
meetings, and may designate a secretary, without regard to whether that person
is a member of the Committee, who shall keep the minutes of the
proceedings.  Meetings shall be held at such times and places as shall
be determined by the Committee, and the Committee may hold telephonic
meetings.  The Committee may take any action otherwise proper under
the Plan by the affirmative vote of a majority of its members taken at a
meeting, or by the affirmative vote of all of its members taken without a
meeting.  The Committee may authorize any one or more of their members
or any officer of the Company to execute and deliver documents on behalf of the
Committee.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      (d)         Decisions
Binding.  All determinations and decisions made by the
Committee shall be made in its discretion pursuant to the provisions of the
Plan, and shall be final, conclusive and binding on all persons including the
Company, Participants, and their estates and beneficiaries.

       

      (e)         Expenses of
Committee.  The Committee may employ legal counsel, including,
without limitation, independent legal counsel and counsel regularly employed by
the Company, consultants and agents as the Committee may deem appropriate for
the administration of the Plan.  The Committee may rely upon any
opinion or computation received from any such counsel, consultant or
agent.  All expenses incurred by the Committee in interpreting and
administering the Plan, including, without limitation, meeting expenses and
professional fees, shall be paid by the Company.

       

      (f)          Indemnification.  Each
person who is or was a member of the Committee shall be indemnified by the
Company against and from any damage, loss, liability, cost and expense that may
be imposed upon or reasonably incurred by him in connection with or resulting
from any claim, action, suit, or proceeding to which he may be a party or in
which he may be involved by reason of any action taken or failure to act under
the Plan, except for any such act or omission constituting willful misconduct or
gross negligence.  Such person shall be indemnified by the Company for
all amounts paid by him in settlement thereof, with the Company’s approval, or
paid by him in satisfaction of any judgment in any such action, suit, or
proceeding against him, provided he shall give the Company an opportunity, at
its own expense, to handle and defend the same before he undertakes to handle
and defend it on his own behalf.  The foregoing right of
indemnification shall not be exclusive of any other rights of indemnification to
which such persons may be entitled under the Company’s Articles of Incorporation
or By-Laws, as a matter of law, or otherwise, or any power that the Company may
have to indemnify them or hold them harmless.

       

      14.         DESIGNATION OF
BENEFICIARY.  At such time, in such manner, and using such form
as shall be prescribed from time to time by the Committee or a Benefits
Representative, a Participant may file a written designation of a beneficiary
who is to receive any Common Stock and/or cash credited to the Participant’s
Account at the Participant’s death.  Such designation of beneficiary
may be changed by the Participant at any time by giving written notice to the
Benefits Representative at such time and in such form as
prescribed.  Upon the death of a Participant, and receipt by the
Benefits Representative of proof of the identity at the Participant’s death of a
beneficiary validly designated under the Plan, the Benefits Representative will
take appropriate action to ensure delivery of such Common Stock and/or cash to
such beneficiary.  In the event of the death of a Participant and the
absence of a beneficiary validly designated under the Plan who is living at the
time of such Participant’s death, the Benefits Representative will take
appropriate action to ensure delivery of such Common Stock and/or cash to the
executor or administrator of the estate of the Participant, or if no such
executor or administrator has been appointed (to the knowledge of the Benefits
Representative), the Committee, in its discretion, may direct delivery of such
Common Stock and/or cash to the spouse or to any one or more dependents of the
Participant as the Committee may designate in its discretion.  No
beneficiary will, prior to the death of the Participant, acquire any interest in
any Common Stock or cash credited to the Participant’s Account.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      15.         TRANSFERABILITY.  No
amounts credited to a Participant’s Account, whether cash or Common Stock, nor
any rights with regard to the exercise of an option or to receive Common Stock
under the Plan, may be assigned, transferred, pledged, or otherwise disposed of
in any way by the Participant other than by will or the laws of descent and
distribution.  Any such attempted assignment, transfer, pledge, or
other disposition shall be void and without effect.

       

      Each
option shall be exercisable, during the Participant’s lifetime, only by the
Employee to whom the option was granted.  The Company shall not
recognize, and shall be under no duty to recognize, any assignment or purported
assignment by an Employee of his option or of any rights under his
option.

       

      16.         NO RIGHTS OF STOCKHOLDER
UNTIL CERTIFICATE ISSUED.  With respect to shares of Stock
subject to an option, an optionee shall not be deemed to be a stockholder, and
the optionee shall not have any of the rights or privileges of a
stockholder.  An optionee shall have the rights and privileges of a
stockholder when, but not until, a certificate for shares has been issued to the
optionee following exercise of his option.

       

      17.         CHANGES IN THE COMPANY’S
CAPITAL STRUCTURE.  The Board shall make or provide for such
adjustments in the maximum number of shares specified in Section 4 and the
number and option price of shares subject to options outstanding under the Plan
as the Board shall determine is appropriate to prevent dilution or enlargement
of the rights of Participants that otherwise would result from any stock
dividend, stock split, stock exchange, combination of shares, recapitalization
or other change in the capital structure of the Company, merger, consolidation,
spin-off of assets, reorganization, partial or complete liquidation, issuance of
rights or warrants to purchase securities, or any other corporate transaction or
event having an effect similar to any of the foregoing.

       

      In the
event of a merger of one or more corporations into the Company, or a
consolidation of the Company and one or more corporations in which the Company
shall be the surviving corporation, each Participant, at no additional cost,
shall be entitled, upon his payment for all or part of the Common Stock
purchasable by him under the Plan, to receive (subject to any required action by
shareholders) in lieu of the number of shares of Common Stock which he was
entitled to purchase, the number and class of shares of stock or other
securities to which such holder would have been entitled pursuant to the terms
of the agreement of merger or consolidation if, immediately prior to such merger
or consolidation, such holder had been the holder of record of the number of
shares of Common Stock equal to the number of shares purchasable by the
Participant under the Plan.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      If the
Company shall not be the surviving corporation in any reorganization, merger or
consolidation (or survives only as a subsidiary of an entity other than a
previously wholly-owned subsidiary of the Company), or if the Company is to be
dissolved or liquidated or the Company sells substantially all of its assets or
stock to another corporation or other entity, then, unless a surviving
corporation assumes or substitutes new options (within the meaning of Section
424(a) of the Code) for all options then outstanding, (i) the date of exercise
for all options then outstanding shall be accelerated to dates fixed by the
Committee prior to the effective date of such corporate event, (ii) a
Participant may, at his election by written notice to the Company, either (x)
withdraw from the Plan pursuant to Section 10 and receive a refund from the
Company in the amount of the accumulated cash and Stock balance in the
Participant’s Account, (y) exercise a portion of his outstanding options as of
such exercise date to purchase shares of Stock, at the option price, to the
extent of the balance in the Participant’s Account, or (z) exercise in full his
outstanding options as of such exercise date to purchase shares of Stock, at the
option price, which exercise shall require such Participant to pay the related
option price, and (iii) after such effective date any unexercised option shall
expire.  The date the Committee selects for the exercise date under
the preceding sentence shall be deemed to be the exercise date for purposes of
computing the option price per share of Stock.  If the Participant
elects to exercise all or any portion of the options, the Company shall deliver
to such Participant a stock certificate issued pursuant to Section 9(c) for the
number of shares of Stock with respect to which such options were exercised and
for which such Participant has paid the option price.  If the
Participant fails to provide the notice set forth above within three days after
the exercise date selected by the Committee under this Section 17, the
Participant shall be conclusively presumed to have requested to withdraw from
the Plan and receive payment of the accumulated balance of his
Account.  The Committee shall take such steps in connection with such
transactions as the Committee shall deem necessary or appropriate to assure that
the provisions of this Section 17 are effectuated for the benefit of the
Participants.

       

      Except as
expressly provided in this Section 17, the issue by the Company of shares of
stock of any class, or securities convertible into shares of stock of any class,
for cash or property, or for labor or services either upon direct sale or upon
the exercise of rights or warrants to subscribe therefor, or upon conversion of
shares or obligations of the Company convertible into such shares or other
securities, shall not affect, and no adjustment by reason thereof shall be made
with respect to, the number or price of shares of Stock then available for
purchase under the Plan.

       

      18.         PLAN EXPENSES; USE OF FUNDS;
NO INTEREST PAID.  The expenses of the Plan shall be paid by
the Company except as otherwise provided herein or under the terms and
conditions of any agreement entered into between the Participant and any
brokerage firm engaged to administer Accounts.  All funds received or
held by the Company under the Plan shall be included in the general funds of the
Company free of any trust or other restriction, and may be used for any
corporate purpose.  No interest shall be paid to any Participant or
credited to his Account under the Plan.

       

      19.         TERM OF THE
PLAN.  The Plan shall become effective as of October 17, 2006,
subject to approval by the holders of the majority of the Common Stock present
and represented at a special or annual meeting of the Company’s stockholders
held on or before 12 months from October 17, 2006.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Except
with respect to options then outstanding, if not terminated sooner under the
provisions of Section 20, no further options shall be granted under the Plan at
the earlier of (i) October 17, 2016, or (ii) the point in time when no shares of
Stock reserved for issuance under Section 4 are available.

       

      20.         AMENDMENT OR TERMINATION OF
THE PLAN.  The Board shall have the plenary authority to
terminate or amend the Plan; provided, however, that the Board shall not,
without the approval of the stockholders of the Company, (a) increase the
maximum number of shares which may be issued under the Plan pursuant to Section
4, (b) amend the requirements as to the class of employees eligible to purchase
Stock under the Plan, or (c) permit the members of the Committee to purchase
Stock under the Plan.  No termination, modification, or amendment of
the Plan shall adversely affect the rights of a Participant with respect to an
option previously granted to him without his written consent.

       

      In
addition, to the extent that the Committee determines that, in the opinion of
counsel, (a) the listing for qualification requirements of any national
securities exchange or quotation system on which the Company’s Common Stock is
then listed or quoted, or (b) the Code or Treasury regulations issued
thereunder, require stockholder approval in order to maintain compliance with
such listing or qualification requirements or to maintain any favorable tax
advantages or qualifications, then the Plan shall not be amended by the Board in
such respect without first obtaining such required approval of the Company’s
stockholders.

       

      21.         SECURITIES LAWS RESTRICTIONS
ON EXERCISE.  The Committee may, in its discretion, require as
conditions to the exercise of any option that the shares of Common Stock
reserved for issuance upon the exercise of the option shall have been duly
listed, upon official notice of issuance, upon a stock exchange, and that
either:

       

      (a)         a
Registration Statement under the Securities Act of 1933, as amended, with
respect to said shares shall be effective; or

       

      (b)         the
participant shall have represented at the time of purchase, in form and
substance satisfactory to the Company, that it is his intention to purchase the
Stock for investment and not for resale or distribution.

       

      22.         SECTION 16
COMPLIANCE.  The Plan, and transactions hereunder by persons
subject to Section 16 of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), are intended to comply with all applicable conditions of Rule
16b-3 or any successor exemption provision promulgated under the Exchange
Act.  To the extent that any provision of the Plan or any action by
the Committee or the Board fails, or is deemed to fail, to so comply, such
provision or action shall be null and void but only to the extent permitted by
law and deemed advisable by the Committee in its discretion.

       

      23.         WITHHOLDING AND PAYROLL
TAXES.  Notwithstanding anything in this Plan to the contrary,
whenever an option is exercised pursuant to Section 8 or whenever shares of
Stock that were received upon the exercise of an option granted under the Plan
are disposed of, the Company shall have the right to require the Participant to
remit to the Company in cash an amount sufficient to satisfy federal, state and
local withholding and payroll (employment) tax requirements, if any,
attributable to such exercise or disposition prior to authorizing such exercise
or disposition or permitting the delivery of any certificate or certificates
with respect thereto.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      24.         NO RESTRICTION ON CORPORATE
ACTION.  Subject to Section 20, nothing contained in the Plan
shall be construed to prevent the Board or any Employer from taking any
corporate action which is deemed by the Employer to be appropriate or in its
best interest, whether or not such action would have an adverse effect on the
Plan or any option granted under the Plan.  No Employee, beneficiary
or other person shall have any claim against any Employer as a result of any
such action.

       

      25.         USE OF
FUNDS.  The Employers shall promptly transfer all amounts
withheld under Section 6 to the Company or to any brokerage firm engaged to
administer Accounts, as directed by the Company.  All payroll
deductions received or held by the Company under the Plan may be used by the
Company for any corporate purpose, and the Company will not be obligated to
segregate such payroll deductions.

       

      26.         MISCELLANEOUS.

       

      (a)         Options Carry Same Rights
and Privileges.  To the extent required to comply with the
requirements of Section 423 of the Code, all Employees granted options under the
Plan to purchase Common Stock shall have the same rights and privileges
hereunder.

       

      (b)          Headings.  Any
headings or subheadings in this Plan are inserted for convenience of reference
only and are to be ignored in the construction or interpretation of any
provisions hereof.

       

      (c)          Gender and
Tense.  Any words herein used in the masculine shall be read
and construed in the feminine when appropriate.  Words in the singular
shall be read and construed as though in the plural, and vice-versa, when
appropriate.

       

      (d)         Governing
Law.  This Plan shall be governed and construed in accordance
with the laws of the State of Delaware to the extent not preempted by federal
law.

       

      (e)         Regulatory Approvals and
Compliance.  The Company’s obligation to sell and deliver
Common Stock under the Plan is at all times subject to all approvals of and
compliance with the (i) regulations of any applicable stock exchanges and (ii)
any governmental authorities required in connection with the authorization,
issuance, sale or delivery of such Stock, as well as federal, state and foreign
securities laws.

       

      (f)           Severability.  In
the event that any provision of this Plan shall be held illegal, invalid, or
unenforceable for any reason, such provision shall be fully severable, but shall
not affect the remaining provisions of the Plan, and the Plan shall be construed
and enforced as if the illegal, invalid, or unenforceable provision had not been
included herein.

       

      (g)         Refund of Contributions on
Noncompliance with Tax Law.  In the event the Company should
receive notice that this Plan fails to qualify as an “employee stock purchase
plan” under Section 423 of the Code, all then-existing Account balances shall be
paid to the Participants and the Plan shall immediately terminate.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      (h)         No Guarantee of Tax
Consequences.  The Board, Employer and the Committee do not
make any commitment or guarantee that any tax treatment will apply or be
available to any person participating or eligible to participate in the Plan,
including, without limitation, any tax imposed by the United States or any state
thereof, any estate tax, or any tax imposed by a foreign
government.

       

      (i)           Company as Agent for the
Employers.  Each Employer, by adopting the Plan, appoints the
Company and the Board as its agents to exercise on its behalf all of the powers
and authorities hereby conferred upon the Company and the Board by the terms of
the Plan, including, but not by way of limitation, the power to amend and
terminate the Plan.