cellynx_ex1006.htm


    Exhibit 10.6

     

    CELLYNX,
INC.

     

    2007 STOCK INCENTIVE
PLAN

     

    1.      
      Purpose

     

    The
purpose of this 2007 Stock Incentive Plan (the “Plan”) of CELLYNX, INC., a
California corporation (the “Company”), is to advance the interests of the
Company’s shareholders by enhancing the Company’s ability to attract, retain and
motivate persons who make (or are expected to make) important contributions to
the Company by providing such persons with equity ownership opportunities and
performance-based incentives and thereby better aligning the interests of such
persons with those of the Company’s shareholders.  Except where the
context otherwise requires, the term “Company” shall include any of the
Company’s present or future parent or subsidiary corporations as defined in
Sections 424(e) or (f) of the Internal Revenue Code of 1986, as amended,
and any regulations promulgated thereunder (the “Code”) and any other business
venture (including, without limitation, joint venture or limited liability
company) in which the Company has a controlling interest, as determined by the
Board of Directors of the Company (the “Board”).

     

    2.  
          Eligibility

     

    All of
the Company’s employees, officers, directors, consultants and advisors are
eligible to be granted options, restricted stock awards, or other stock-based
awards (each, an “Award”) under the Plan.  Each person who has been
granted an Award under the Plan shall be deemed a “Participant”.

     

    3.     
      Administration and
Delegation

     

    (a)           Administration by Board of
Directors.  The Plan will be administered by the
Board.  The Board shall have authority to grant Awards and to adopt,
amend and repeal such administrative rules, guidelines and practices relating to
the Plan as it shall deem advisable.  The Board may correct any
defect, supply any omission or reconcile any inconsistency in the Plan or any
Award in the manner and to the extent it shall deem expedient to carry the Plan
into effect and it shall be the sole and final judge of such
expediency.  All decisions by the Board shall be made in the Board’s
sole discretion and shall be final and binding on all persons having or claiming
any interest in the Plan or in any Award.  No director or person
acting pursuant to the authority delegated by the Board shall be liable for any
action or determination relating to or under the Plan made in good
faith.

     

    (b)           Appointment of
Committees.  To the extent permitted by applicable law, the
Board may delegate any or all of its powers under the Plan to one or more
committees or subcommittees of the Board (a “Committee”).  All
references in the Plan to the “Board” shall mean the Board or a Committee of the
Board to the extent that the Board’s powers or authority under the Plan have
been delegated to such Committee.

     

    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    4.           Stock Available for
Awards.  Subject to adjustment under Section 8, Awards may be
made under the Plan for up to 25,000,000 shares of common stock of the Company
(the “Common Stock”).  If any Award expires or is terminated,
surrendered or canceled without having been fully exercised or is forfeited in
whole or in part (including as the result of shares of Common Stock subject to
such Award being repurchased by the Company at the original issuance price
pursuant to a contractual repurchase right) or results in any Common Stock not
being issued, the unused Common Stock covered by such Award shall again be
available for the grant of Awards under the Plan, subject, however, in the case
of Incentive Stock Options (as hereinafter defined), to any limitations under
the Code.  Shares issued under the Plan may consist in whole or in
part of authorized but unissued shares or treasury shares.  At no time
while there is any Option (as defined below) outstanding and held by a
Participant who was a resident of the State of California on the date of grant
of such Option, shall the total number of shares of Common Stock issuable upon
exercise of all outstanding options and the total number of shares provided for
under any stock bonus or similar plan of the Company exceed the applicable
percentage as calculated in accordance with the conditions and exclusions of
Section 260.140.45 of the California Code of Regulations (the "California
Regulations"), based on the shares of the Company which are outstanding at the
time the calculation is made, unless the Plan has been approved by shareholders
holding two-thirds of the Company’s outstanding voting stock.

     

    5.           Stock
Options

     

    (a)           General.  The
Board may grant options to purchase Common Stock (each, an “Option”) and
determine the number of shares of Common Stock to be covered by each Option, the
exercise price of each Option and the conditions and limitations applicable to
the exercise of each Option, including conditions relating to applicable federal
or state securities laws, as it considers necessary or advisable.  An
Option which is not intended to be an Incentive Stock Option (as hereinafter
defined) shall be designated a “Nonstatutory Stock Option”.

     

    (b)           Incentive Stock
Options.  An Option that the Board intends to be an “incentive
stock option” as defined in Section 422 of the Code (an “Incentive Stock
Option”) shall only be granted to employees of the Company and shall be subject
to and shall be construed consistently with the requirements of Section 422 of
the Code.  The Company shall have no liability to a Participant, or
any other party, if an Option (or any part thereof) which is intended to be an
Incentive Stock Option is not an Incentive Stock Option.

     

    (c)           Exercise
Price.  The Board shall establish the exercise price at the
time each Option is granted and specify it in the applicable option
agreement.

     

    (d)           Duration of
Options.  Each Option shall be exercisable at such times and
subject to such terms and conditions as the Board may specify in the applicable
option agreement.

     

    (e)           Exercise of
Option.  Options may be exercised by delivery to the Company of
a written notice of exercise signed by the proper person or by any other form of
notice (including electronic notice) approved by the Board together with payment
in full as specified in Section 5(f) for the number of shares for which the
Option is exercised.

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

     

    (f)           Payment Upon
Exercise.  Common Stock purchased upon the exercise of an
Option granted under the Plan shall be paid for as follows:

     

    (1)           in
cash or by check, payable to the order of the Company;

     

    (2)           except
as the Board may, in its sole discretion, otherwise provide in an option
agreement, by (i) delivery of an irrevocable and unconditional undertaking by a
creditworthy broker to deliver promptly to the Company sufficient funds to pay
the exercise price and any required tax withholding or (ii) delivery by the
Participant to the Company of a copy of irrevocable and unconditional
instructions to a creditworthy broker to deliver promptly to the Company cash or
a check sufficient to pay the exercise price and any required tax
withholding;

     

    (3)           when
the Common Stock is registered under the Exchange Act, by delivery of shares of
Common Stock owned by the Participant valued at their fair market value as
determined by (or in a manner approved by) the Board in good faith (“Fair Market
Value”), provided (i) such method of payment is then permitted under applicable
law and (ii) such Common Stock, if acquired directly from the Company, was owned
by the Participant at least six months prior to such delivery;

     

    (4)           to
the extent permitted by the Board, in its sole discretion by (i) delivery of a
promissory note of the Participant to the Company on terms determined by the
Board, or (ii) payment of such other lawful consideration as the Board may
determine; or

     

    (5)           by
any combination of the above permitted forms of payment.

     

    (g)           Substitute Options.
In connection with a merger or consolidation of an entity with the Company or
the acquisition by the Company of property or stock of an entity, the Board may
grant Options in substitution for any options or other stock or stock-based
awards granted by such entity or an affiliate thereof.  Substitute
Options may be granted on such terms as the Board deems appropriate in the
circumstances, notwithstanding any limitations on Options contained in the other
sections of this Section 5 or in Section 2.

     

    6.           Restricted
Stock

     

    (a)           Grants.  The
Board may grant Awards entitling recipients to acquire shares of Common Stock,
subject to the right of the Company to repurchase all or part of such shares at
their issue price or other stated or formula price (or to require forfeiture of
such shares if issued at no cost) from the recipient in the event that
conditions specified by the Board in the applicable Award are not satisfied
prior to the end of the applicable restriction period or periods established by
the Board for such Award (each, a “Restricted Stock Award”).

     

    (b)           Terms and
Conditions.  The Board shall determine the terms and conditions
of any such Restricted Stock Award, including the conditions for repurchase (or
forfeiture) and the issue price, if any.

     

    (c)           Stock
Certificates.  Any stock certificates issued in respect of a
Restricted Stock Award shall be registered in the name of the Participant and,
unless otherwise determined by the Board, deposited by the Participant, together
with a stock power endorsed in blank, with the Company (or its
designee).  At the expiration of the applicable restriction periods,
the Company (or such designee) shall deliver the certificates no longer subject
to such restrictions to the Participant or if the Participant has died, to the
beneficiary designated, in a manner determined by the Board, by a Participant to
receive amounts due or exercise rights of the Participant in the event of the
Participant’s death (the “Designated Beneficiary”).  In the absence of
an effective designation by a Participant, Designated Beneficiary shall mean the
Participant’s estate.

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

     

    7.           Other Stock-Based
Awards

     

    The Board
shall have the right to grant other Awards based upon the Common Stock having
such terms and conditions as the Board may determine, including the grant of
shares based upon certain conditions, the grant of securities convertible into
Common Stock and the grant of stock appreciation rights.

     

    8.           Adjustments for Changes in
Common Stock and Certain Other Events

     

    (a)           Changes in
Capitalization.  In the event of any stock split, reverse stock
split, stock dividend, recapitalization, combination of shares, reclassification
of shares, spin-off or other similar change in capitalization or event, or any
distribution to holders of Common Stock other than a normal cash dividend, (i)
the number and class of securities available under this Plan, (ii) the number
and class of securities and exercise price per share subject to each outstanding
Option, (iii) the repurchase price per share subject to each outstanding
Restricted Stock Award, and (iv) the terms of each other outstanding Award shall
be appropriately adjusted by the Company (or substituted Awards may be made, if
applicable) to the extent the Board shall determine, in good faith, that such an
adjustment (or substitution) is necessary and appropriate.  If this
Section 8(a) applies and Section 8(c) also applies to any event, Section 8(c)
shall be applicable to such event, and this Section 8(a) shall not be
applicable.

     

    (b)           Liquidation or
Dissolution.  In the event of a proposed liquidation or
dissolution of the Company, the Board shall upon written notice to the
Participants provide that all then unexercised Options will (i) become
exercisable in full as of a specified time at least 10 business days prior to
the effective date of such liquidation or dissolution and (ii) terminate
effective upon such liquidation or dissolution, except to the extent exercised
before such effective date.  The Board may specify the effect of a
liquidation or dissolution on any Restricted Stock Award or other Award granted
under the Plan at the time of the grant of such Award.

     

    (c)           Reorganization
Events

     

    (1)           Definition.  A
“Reorganization Event” shall mean:  (a) any merger or consolidation of
the Company with or into another entity as a result of which all of the Common
Stock of the Company is converted into or exchanged for the right to receive
cash, securities or other property or (b) any exchange of all of the Common
Stock of the Company for cash, securities or other property pursuant to a share
exchange transaction; provided, that under subsection (a) or (b) above, the
shareholders of the Company hold less than a majority of outstanding equity
securities of the surviving entity.

     

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

     

    (2)           Consequences
of a Reorganization Event on Options.  Upon the occurrence of a
Reorganization Event, or the execution by the Company of any agreement with
respect to a Reorganization Event, the Board shall provide that all outstanding
Options shall be assumed, or equivalent options shall be substituted, by the
acquiring or succeeding corporation (or an affiliate thereof).  For
purposes hereof, an Option shall be considered to be assumed if, following
consummation of the Reorganization Event, the Option confers the right to
purchase, for each share of Common Stock subject to the Option immediately prior
to the consummation of the Reorganization Event, the consideration (whether
cash, securities or other property) received as a result of the Reorganization
Event by holders of Common Stock for each share of Common Stock held immediately
prior to the consummation of the Reorganization Event (and if holders were
offered a choice of consideration, the type of consideration chosen by the
holders of a majority of the outstanding shares of Common Stock); provided,
however, that if the consideration received as a result of the Reorganization
Event is not solely common stock of the acquiring or succeeding corporation (or
an affiliate thereof), the Company may, with the consent of the acquiring or
succeeding corporation, provide for the consideration to be received upon the
exercise of Options to consist solely of common stock of the acquiring or
succeeding corporation (or an affiliate thereof) equivalent in fair market value
to the per share consideration received by holders of outstanding shares of
Common Stock as a result of the Reorganization Event.

     

    Notwithstanding
the foregoing, if the acquiring or succeeding corporation (or an affiliate
thereof) does not agree to assume, or substitute for, such Options, then the
Board shall, upon written notice to the Participants, provide that all then
unexercised Options will become exercisable in full as of a specified time prior
to the Reorganization Event and will terminate immediately prior to the
consummation of such Reorganization Event, except to the extent exercised by the
Participants before the consummation of such Reorganization Event; provided,
however, that in the event of a Reorganization Event under the terms of which
holders of Common Stock will receive upon consummation thereof a cash payment
for each share of Common Stock surrendered pursuant to such Reorganization Event
(the “Acquisition Price”), then the Board may instead provide that all
outstanding Options shall terminate upon consummation of such Reorganization
Event and that each Participant shall receive, in exchange therefor, a cash
payment equal to the amount (if any) by which (A) the Acquisition Price
multiplied by the number of shares of Common Stock subject to such outstanding
Options (whether or not then exercisable), exceeds (B) the aggregate exercise
price of such Options.  To the extent all or any portion of an Option
becomes exercisable solely as a result of the first sentence of this paragraph,
upon exercise of such Option the Participant shall receive shares subject to a
right of repurchase by the Company or its successor at the Option exercise
price.  Such repurchase right (1) shall lapse at the same rate as the
Option would have become exercisable under its terms and (2) shall not apply to
any shares subject to the Option that were exercisable under its terms without
regard to the first sentence of this paragraph.

     

    If any
Option provides that it may be exercised for shares of Common Stock which remain
subject to a repurchase right in favor of the Company, upon the occurrence of a
Reorganization Event, any shares of restricted stock received upon exercise of
such Option shall be treated in accordance with Section 8(c)(3) as if they were
a Restricted Stock Award.

     

    (3)           Consequences
of a Reorganization Event on Restricted Stock Awards.  Upon the
occurrence of a Reorganization Event, the repurchase and other rights of the
Company under each outstanding Restricted Stock Award shall inure to the benefit
of the Company’s successor and shall apply to the cash, securities or other
property which the Common Stock was converted into or exchanged for pursuant to
such Reorganization Event in the same manner and to the same extent as they
applied to the Common Stock subject to such Restricted Stock Award.

     

    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    

     

    (4)           Consequences
of a Reorganization Event on Other Awards.  The Board shall specify
the effect of a Reorganization Event on any other Award granted under the Plan
at the time of the grant of such Award.

     

    9.           General Provisions
Applicable to Awards

     

    (a)           Transferability of
Awards.  Except as the Board may otherwise determine or provide
in an Award, Awards shall not be sold, assigned, transferred, pledged or
otherwise encumbered by the person to whom they are granted, either voluntarily
or by operation of law, except by will or the laws of descent and distribution,
and, during the life of the Participant, shall be exercisable only by the
Participant.  References to a Participant, to the extent relevant in
the context, shall include references to authorized transferees.

     

    (b)           Documentation.  Each
Award shall be evidenced in such form (written, electronic or otherwise) as the
Board shall determine.  Each Award may contain terms and conditions in
addition to those set forth in the Plan.

     

    (c)           Board
Discretion.  Except as otherwise provided by the Plan, each
Award may be made alone or in addition or in relation to any other
Award.  The terms of each Award need not be identical, and the Board
need not treat Participants uniformly.

     

    (d)           Termination of
Status.  The Board shall determine the effect on an Award of
the disability, death, retirement, authorized leave of absence or
other  change in the employment or other status of a Participant and
the extent to which, and the period during which, the Participant, the
Participant’s legal representative, conservator, guardian or Designated
Beneficiary may exercise rights under the Award.

     

    (e)           Withholding.  Each
Participant shall pay to the Company, or make provision satisfactory to the
Board for payment of, any taxes required by law to be withheld in connection
with Awards to such Participant no later than the date of the event creating the
tax liability.  Except as the Board may otherwise provide in an Award,
when the Common Stock is registered under the Exchange Act, Participants may
satisfy such tax obligations in whole or in part by delivery of shares of Common
Stock, including shares retained from the Award creating the tax obligation,
valued at their Fair Market Value; provided, however, that the total tax
withholding where stock is being used to satisfy such tax obligations cannot
exceed the Company’s minimum statutory withholding obligations (based on minimum
statutory withholding rates for federal and state tax purposes, including
payroll taxes, that are applicable to such supplemental taxable
income.)  The Company may, to the extent permitted by law, deduct any
such tax obligations from any payment of any kind otherwise due to a
Participant.

     

    (f)           Amendment of
Award.  The Board may amend, modify or terminate any
outstanding Award, including but not limited to, substituting therefor another
Award of the same or a different type, changing the date of exercise or
realization, and converting an Incentive Stock Option to a Nonstatutory Stock
Option, provided that the Participant’s consent to such action shall be required
unless the Board determines that the action, taking into account any related
action, would not materially and adversely affect the Participant.

     

    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

    

     

    (g)           Conditions on Delivery of
Stock.  The Company will not be obligated to deliver any shares
of Common Stock pursuant to the Plan or to remove restrictions from shares
previously delivered under the Plan until (i) all conditions of the Award have
been met or removed to the satisfaction of the Company, (ii) in the opinion
of the Company’s counsel, all other legal matters in connection with the
issuance and delivery of such shares have been satisfied, including any
applicable securities laws and any applicable stock exchange or stock market
rules and regulations, and (iii) the Participant has executed and delivered to
the Company such representations or agreements as the Company may consider
appropriate to satisfy the requirements of any applicable laws, rules or
regulations.

     

    (h)           Acceleration.  The
Board may at any time provide that any Award shall become immediately
exercisable in full or in part, free of some or all restrictions or conditions,
or otherwise realizable in full or in part, as the case may be.

     

    10.           Miscellaneous

     

    (a)           No Right To Employment or
Other Status.  No person shall have any claim or right to be
granted an Award, and the grant of an Award shall not be construed as giving a
Participant the right to continued employment or any other relationship with the
Company.  The Company expressly reserves the right at any time to
dismiss or otherwise terminate its relationship with a Participant free from any
liability or claim under the Plan, except as expressly provided in the
applicable Award.

     

    (b)           No Rights As
Shareholder.  Subject to the provisions of the applicable
Award, no Participant or Designated Beneficiary shall have any rights as a
shareholder with respect to any shares of Common Stock to be distributed with
respect to an Award until becoming the record holder of such
shares.  Notwithstanding the foregoing, in the event the Company
effects a split of the Common Stock by means of a stock dividend and the
exercise price of and the number of shares subject to such Option are adjusted
as of the date of the distribution of the dividend (rather than as of the record
date for such dividend), then an optionee who exercises an Option between the
record date and the distribution date for such stock dividend shall be entitled
to receive, on the distribution date, the stock dividend with respect to the
shares of Common Stock acquired upon such Option exercise, notwithstanding the
fact that such shares were not outstanding as of the close of business on the
record date for such stock dividend.

     

    (c)           Effective Date and Term of
Plan.  The Plan shall become effective on the date on which it
is adopted by the Board.  No Awards shall be granted under the Plan
after the completion of ten years from the earlier of (i) the date on which the
Plan was adopted by the Board or (ii) the date the Plan was approved by the
Company’s shareholders, but Awards previously granted may extend beyond that
date.

     

    (d)           Amendment of
Plan.  The Board may amend, suspend or terminate the Plan or
any portion thereof at any time.

     

    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        

      

    

     

    (e)           Authorization of
Sub-Plans.  The Board may from time to time establish one or
more sub-plans under the Plan for purposes of satisfying applicable blue sky,
securities or tax laws of various jurisdictions.  The Board shall
establish such sub-plans by adopting supplements to this Plan containing (i)
such limitations on the Board’s discretion under the Plan as the Board deems
necessary or desirable or (ii) such additional terms and conditions not
otherwise inconsistent with the Plan as the Board shall deem necessary or
desirable.  All supplements adopted by the Board shall be deemed to be
part of the Plan, but each supplement shall apply only to Participants within
the affected jurisdiction and the Company shall not be required to provide
copies of any supplement to Participants in any jurisdiction which is not the
subject of such supplement.

     

    (f)           Governing
Law.  The provisions of the Plan and all Awards made hereunder
shall be governed by and interpreted in accordance with the laws of the State of
California, without regard to any applicable conflicts of law.

     

    
      
        
           


        

        
          -8-

          
            

          

        

        
           


        

      

    

    


    CELLYNX,
INC.

     

    2007 STOCK INCENTIVE
PLAN

     

    CALIFORNIA
SUPPLEMENT

     

    Pursuant
to Section 10(e) of the Plan, the Board has adopted this supplement for purposes
of satisfying the requirements of Section 25102(o) of the California
Law:

     

    Any
Awards granted under the Plan to a Participant who is a resident of the State of
California on the date of grant (a “California Participant”) shall be subject to
the following additional limitations, terms and conditions:

     

    1.           Additional Limitations on
Options.

     

    (a)           Minimum Vesting
Rate.  Except in the case of Options granted to California
Participants who are officers, directors, managers, consultants or advisors of
the Company or its affiliates (which Options may become exercisable at whatever
rate is determined by the Board), Options granted to California Participants
shall become exercisable at a rate of no less than 20% per year over five years
from the date of grant; provided, that, such Options
may be subject to such reasonable forfeiture conditions as the Board may choose
to impose and which are not inconsistent with Section 260.140.41 of the
California Regulations.

     

    (b)           Minimum Exercise
Price.  The exercise price of Options granted to California
Participants may not be less than 85% of the Fair Market Value of the Common
Stock on the date of grant in the case of a Nonstatutory Stock Option or less
than 100% of the Fair Market Value of the Common Stock on the date of grant in
the case of an Incentive Stock Option; provided, however, that if the
California Participant is a person who owns stock possessing more than 10% of
the total combined voting power of all classes of stock of the Company or its
parent or subsidiary corporations, the exercise price shall be not less than
110% of the Fair Market Value of the Common Stock on the date of
grant.

     

    (c)           Maximum Duration of
Options.  No Options granted to California Participants will be
granted for a term in excess of 10 years.

     

    (d)           Minimum Exercise Period
Following Termination.  Unless a California Participant’s
employment is terminated for cause (as defined in any contract of employment
between the Company and such Participant, or if none, in the instrument
evidencing the grant of such Participant’s Option), in the event of termination
of employment of such Participant, he or she shall have the right to exercise an
Option, to the extent that he or she was otherwise entitled to exercise such
Option on the date employment terminated, as follows: (i) at least six months
from the date of termination, if termination was caused by such Participant’s
death or “permanent and total disability” (within the meaning of Section
22(e)(3) of the Code) and (ii) at least 30 days from the date of termination, if
termination was caused other than by such Participant’s death or “permanent and
total disability” (within the meaning of Section 22(e)(3) of the
Code).

     

    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    

     

    (e)           Limitation on Repurchase
Rights.  If an Option granted to a California Participant gives
the Company the right to repurchase shares of Common Stock issued pursuant to
the Plan upon termination of employment of such Participant, the terms of such
repurchase right must comply with Section 260.140.41(k) of the California
Regulations.

     

    2.           Additional Limitations for
Restricted Stock Awards.

     

    (a)           Minimum Purchase
Price.  The purchase price for a Restricted Stock Award granted
to a California Participant shall be not less than 85% of the Fair Market Value
of the Common Stock at the time such Participant is granted the right to
purchase shares under the Plan or at the time the purchase is consummated; provided, however, that if such
Participant is a person who owns stock possessing more than 10% of the total
combined voting power or value of all classes of stock of the Company or its
parent or subsidiary corporations, the purchase price shall be not less than
100% of the Fair Market Value of the Common Stock at the time such Participant
is granted the right to purchase shares under the Plan or at the time the
purchase is consummated.

     

    (b)           Limitation of Repurchase
Rights.  If a Restricted Stock Award granted to a California
Participant gives the Company the right to repurchase shares of Common Stock
issued pursuant to the Plan upon termination of employment of such Participant,
the terms of such repurchase right must comply with Section 260.140.42(h) of the
California Regulations.

     

    3.           Additional Limitations for
Other Stock-Based Awards.  The terms of all Awards granted to a
California Participant under Section 7 of the Plan shall comply, to the extent
applicable, with Section 260.140.41 or Section 260.140.42 of the California
Regulations.

     

    4.           Additional Requirement to
Provide Information to California Participants.  The Company
shall provide to each California Participant and to each California Participant
who acquires Common Stock pursuant to the Plan, not less frequently than
annually, copies of annual financial statements (which need not be
audited).  The Company shall not be required to provide such
statements to key employees whose duties in connection with the Company assure
their access to equivalent information.

     

    5.           Additional Limitations on
Timing of Awards.  No Award granted to a California Participant
shall become exercisable, vested or realizable, as applicable to such Award,
unless the Plan has been approved by a majority of the Company’s shareholders
within 12 months before or after the date the Plan was adopted by the
Board.

     

    6.           Additional Limitations
Relating to Definition of Fair Market Value.  For purposes of
Section 1(b) and 2(a) of this supplement, “Fair Market Value” shall be
determined in a manner not inconsistent with Section 260.140.50 of the
California Regulations.

     

    7.           Additional Restriction
Regarding Recapitalizations, Stock Splits, Etc.  For purposes
of Section 8 of the Plan, in the event of a stock split, reverse stock split,
stock dividend, recapitalization, combination, reclassification or other
distribution of the Company's securities, the number of securities allocated to
each California Participant must be adjusted proportionately and without the
receipt by the Company of any consideration from any California
participant.

     

     

    -10-