Unassociated Document


    EXHIBIT
10.16

    
VYCOR
MEDICAL, INC.

    2008
EMPLOYEE, DIRECTOR AND CONSULTANT STOCK PLAN

     

    


     

    1.
DEFINITIONS.

     

    Unless
otherwise specified or unless the context otherwise requires, the following
terms, as used in this Vycor Medical, Inc. 2008 Employee, Director and
Consultant Stock Plan, have the following meanings:

     

    
      	
              (a)

            	
              “Administrator” means
      the Board, unless it has delegated power to act on its behalf to the
      Committee, in which case the Administrator means the
      Committee.

            


    

     

    
      	
              (b)

            	
              “Affiliate” means a
      corporation or other entity controlled by the Company and designated by
      the Administrator as such.

            


    

     

    
      	
              (c)

            	
              “Award” means a Stock
      Appreciation Right, Stock Option or Stock
Award.

            


    

     

    
      	
              (d)

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

            


    

     

    
      	
              (e)

            	
              “Cause” shall include
      (and is not limited to) dishonesty with respect to the Company or any
      Affiliate, insubordination, substantial malfeasance or non-feasance of
      duty, unauthorized disclosure of confidential information, breach by the
      Participant of any provision of any employment, consulting, advisory,
      nondisclosure, non-competition or similar agreement between the
      Participant and the Company or any Affiliate, and conduct substantially
      prejudicial to the business of the Company or any Affiliate. The
      determination of Cause shall be made by the Administrator in its sole
      discretion. Cause is not limited to events which have occurred prior to a
      Participant’s termination of employment or services, nor is it necessary
      that the Administrator’s finding of Cause occur prior to the termination
      of employment or services. If the Administrator determines, subsequent to
      a Participant’s termination of employment or services but prior to the
      vesting of a Stock Option, Stock Appreciation Right or Stock Award or
      exercise of a Stock Option or Stock Appreciation Right, that either prior
      or subsequent to the Participant’s termination of employment or services
      the Participant engaged in conduct which would constitute Cause, then the
      unvested Stock Option, Stock Appreciation Right or Stock Award, as
      applicable, is immediately cancelled and any vested Stock Options or Stock
      Appreciation Rights cease to be exercisable. Notwithstanding the
      foregoing, if the Participant and the Company or an Affiliate have entered
      into an employment or services agreement which defines the term “Cause”
      (or a similar term) which is in effect at the time of termination, such
      definition shall govern for purposes of determining whether such
      Participant has been terminated for Cause for purposes of this
      Plan.

            


    

     

    
      	
              (f)

            	
              “Code” means the
      Internal Revenue Code of 1986, as amended from time to time, and any
      successor thereto.

            


    

     

    
      	
              (g)

            	
              “Commission” means the
      Securities and Exchange Commission or any successor
  agency.

            


    

     

    
      	
              (h)

            	
              “Committee” means a
      committee of Directors appointed by the Board to administer this Plan.
      With respect to Stock Options granted at the time the Company is publicly
      held, if any, insofar as the Committee is responsible for granting Stock
      Options to Participants hereunder, it shall consist solely of two or more
      directors, each of whom is a “Non-Employee Director” within the meaning of
      Rule 16b-3 and each of whom is also an “outside director” under
      Section 162(m) of the Code.

            


    

     

    
      	
              (i)

            	
              “Company” means Vycor
      Medical, Inc., a Delaware
corporation.

            


    

     

    
      	
              (j)

            	
              “Director” means a
      member of the Company’s Board of
Directors.

            


    

     

    
      	
              (k)

            	
              “Disability” or “Disabled” means mental
      or physical illness that entitles the Participant to receive benefits
      under the long-term disability plan of the Company or an Affiliate, or if
      the Participant is not covered by such a plan or the Participant is not an
      employee of the Company or an Affiliate, a medically determinable physical
      or mental impairment which can be expected to result in death or which has
      lasted or can be expected to last for a continuous period of not less than
      twelve months, and which renders the Participant unable to engage in any
      substantial gainful activity; provided, however, that a Disability shall
      not qualify under this Plan if it is the result of (i) a willfully
      self-inflicted injury or willfully self-induced sickness; or (ii) an
      injury or disease contracted, suffered or incurred while participating in
      a criminal offense.

            


    

     

    
      
         

      

      
        1

        
          

        

      

      
         

      

    

    


    
      	 
      	
              Notwithstanding
      the foregoing, if the Participant and the Company or an Affiliate have
      entered into an employment or services agreement which defines the term
      “Disability” (or a similar term), such definition shall govern for
      purposes of determining whether such Participant suffers a Disability for
      purposes of this Plan. The Administrator shall make the determination both
      of whether Disability has occurred and the date of its occurrence (unless
      a procedure for such determination is set forth in another agreement
      between the Company and such Participant, in which case such procedure
      shall be used for such determination). If requested, the Participant shall
      be examined by a physician selected or approved by the Administrator, the
      cost of which examination shall be paid for by the Company. The
      determination of Disability for purposes of this Plan shall not be
      construed to be an admission of disability for any other
      purpose.

            


    

     

    
      	
              (l)

            	
              “Effective Time” means
      the date of adoption of the Plan by the Company’s Board, February 13,
      2008.

            


    

     

    
      	
              (m)

            	
              “Eligible Individual”
      means any officer, employee or director of the Company or an Affiliate, or
      any consultant or advisor providing services to the Company or an
      Affiliate.

            


    

     

    
      	
              (n)

            	
              “Exchange Act” means
      the Securities Exchange Act of 1934, as amended from time to time, and any
      successor thereto.

            


    

     

    
      	
              (o)

            	
              “Fair Market Value”
      means, as of any given date, the fair market value of the Stock as
      determined by the Administrator or under procedures established by the
      Administrator and in accordance with Section 409A of the
      Code.

            


    

     

    
      	
              (p)

            	
              “Family Member” means
      any child, stepchild, grandchild, parent, stepparent, grandparent, spouse,
      former spouse, sibling, niece, nephew, mother-in-law, father-in-law,
      son-in-law, daughter-in-law, brother-in-law or sister-in-law of a
      Participant (including adoptive relationships); any person sharing the
      Participant’s household (other than a tenant or employee); any trust in
      which the Participant and any of these persons have substantially all of
      the beneficial interest; any foundation in which the Participant and any
      of these persons control the management of the assets; any corporation,
      partnership, limited liability company or other entity in which the
      Participant and any of these other persons are the direct and beneficial
      owners of substantially all of the equity interests (provided the
      Participant and these other persons agree in writing to remain the direct
      and beneficial owners of all such equity interests); and any personal
      representative of the Participant upon the Participant’s death for
      purposes of administration of the Participant’s estate or upon the
      Participant’s incompetency for purposes of the protection and management
      of the assets of the Participant.

            


    

     

    
      	
              (q)

            	
              “Incentive Stock
      Option” means any Stock Option intended to be and designated as an
      “incentive stock option” within the meaning of Section 422 of the
      Code.

            


    

     

    
      	
              (r)

            	
              “Non-Employee Director”
      means a Director who is not an officer or employee of the Company or any
      Affiliate.

            


    

     

    
      	
              (s)

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

            


    

     

    
      	
              (t)

            	
              “Optionee” means a
      person who holds a Stock Option.

            


    

     

    
      	
              (u)

            	
              “Participant” means a
      person granted an Award.

            


    

     

    
      	
              (v)

            	
              “Plan” means this Vycor
      Medical, Inc. 2008 Employee, Director and Consultant Stock
      Plan.

            


    

     

    
      	
               (w)

            	
              “Representative” means
      (i) the person or entity acting as the executor or administrator of a
      Participant’s estate pursuant to the last will and testament of a
      Participant or pursuant to the laws of the jurisdiction in which the
      Participant had his or her primary residence at the date of the
      Participant’s death; (ii) the person or entity acting as the guardian
      or temporary guardian of a Participant; (iii) the person or entity
      which is the beneficiary of the Participant upon or following the
      Participant’s death; or (iv) any person to whom a Stock Option has
      been transferred with the permission of the Administrator or by operation
      of law; provided that only one of the foregoing shall be the
      Representative at any point in time as determined under applicable law and
      recognized by the Administrator.

            


    

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    
      	
              (x)

            	
              “Stock” means shares of
      the Company’s common stock, par value $.001 per
  share.

            


    

     

    
      	
              (y)

            	
              “Stock Appreciation
      Right” means a right granted under
  Section 6.

            


    

     

    
      	
              (z)

            	
              “Stock Award” means an
      Award, other than a Stock Option or Stock Appreciation Right, made in
      Stock or denominated in shares of Stock. A Stock Award may be settled in
      Stock or cash, as determined in the discretion of the
      Administrator.

            


    

     

    
      	
              (aa)

            	
              “Stock Option” means an
      option granted under
Section 5.

            


    

     

    
      	
              (bb)

            	
              “Subsidiary” means any
      company during any period in which it is a “subsidiary corporation” (as
      such term is defined in Section 424(f) of the Code) with respect to
      the Company.

            


    

     

    
      	
              (cc)

            	
              “Ten Percent Holder”
      means an individual who owns, or is deemed to own, stock possessing more
      than 10% of the total combined voting power of all classes of Stock of the
      Company or of any parent or subsidiary corporation of the Company
      determined pursuant to the rules applicable to Section 422(b)(6) of
      the Code.

            


    

     

    2.
ESTABLISHMENT AND PURPOSE.

     

    The Plan
is established by the Company to attract and retain persons eligible to
participate in the Plan, motivate Participants to achieve long-term Company
goals, and further align Participants’ interests with those of the Company’s
other stockholders. The Plan is adopted as of the Effective Time, subject to
approval by the Company’s stockholders within 12 months before or after such
adoption date. Unless the Plan is discontinued earlier by the Board as provided
herein, no Award shall be granted hereunder on or after the date 10 years after
the effective date.

     

    3.
ADMINISTRATION; ELIGIBILITY.

     

    The Plan
shall be administered by the Administrator; provided, however, that, if at any
time no Committee shall be in office, the Plan shall be administered by the
Board. The Plan may be administered by different Committees with respect to
different groups of Eligible Individuals.

     

    The
Administrator shall have plenary authority to grant Awards pursuant to the terms
of the Plan to Eligible Individuals; provided, however, that each
Eligible Individual must be an officer, employee, director or consultant of the
Company or of an Affiliate at the time the Award is granted. Notwithstanding the
foregoing, the Administrator may authorize the grant of an Award to a person not
then an officer, employee, director or consultant of the Company or of an
Affiliate; provided, however, that the actual grant of such Award shall be
conditioned upon such person becoming an Eligible Individual at or prior to the
time the Award is granted. Participation shall be
limited to such persons as are selected by the Administrator. The granting of
any Award to any individual shall neither entitle that individual to, nor
disqualify such individual from, participation in any other Awards.

     

    Awards
may be granted as alternatives to, in exchange or substitution for, or
replacement of, awards outstanding under the Plan or any other plan or
arrangement of the Company or an Affiliate (including a plan or arrangement of a
business or entity, all or a portion of which is acquired by the Company or an
Affiliate). The provisions of Awards need not be the same with respect to each
Participant.

     

    Among
other things, the Administrator shall have the authority, subject to the terms
of the Plan:

     

    
      	
              (a)

            	
              to
      select the Eligible Individuals to whom Awards may from time to time be
      granted;

            


    

     

    
      	
              (b)

            	
              to
      determine whether and to what extent Stock Options, Stock Appreciation
      Rights, Stock Awards or any combination thereof are to be granted
      hereunder;

            


    

     

    
      	
              (c)

            	
              to
      determine the number of shares of Stock to be covered by each Award
      granted hereunder;

            


    

     

    
      	
              (d)

            	
              to
      approve forms of agreement for use under the
  Plan;

            


    

     

    
      	
              (e)

            	
              to
      determine the terms and conditions, not inconsistent with the terms of
      this Plan, of any Award granted hereunder (including, but not limited to,
      the option price, any vesting restriction or limitation, any vesting
      acceleration or forfeiture waiver and any right of repurchase, right of
      first refusal or other transfer restriction regarding any Award and the
      shares of Stock relating thereto, based on such factors or criteria as the
      Administrator shall determine);

            


    

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

    
      	
              (f)

            	
              subject
      to Section 8(a), to modify, amend or adjust the terms and conditions
      of any Award, at any time or from time to time, including, but not limited
      to, with respect to (i) performance goals and targets applicable to
      performance-based Awards pursuant to the terms of the Plan and
      (ii) extension of the post-termination exercisability period of Stock
      Options;

            


    

     

    
      	
              (g)

            	
              to
      determine to what extent and under what circumstances Stock and other
      amounts payable with respect to an Award shall be
  deferred;

            


    

     

    
      	
              (h)

            	
              to
      adopt any sub-plans applicable to residents of any specified jurisdiction
      as it deems necessary or appropriate in order to comply with or take
      advantage of any tax laws applicable to the Company or to Participants or
      to otherwise facilitate the administration of the Plan, which sub-plans
      may include additional restrictions or conditions applicable to Stock
      Options or Shares acquired upon the exercise of Stock
    Options;

            


    

     

    
      	
              (i)

            	
              to
      determine the Fair Market Value;
and

            


    

     

    
      	
              (j)

            	
              to
      determine the type and amount of consideration to be received by the
      Company for any Stock Award issued under
  Section 7.

            


    

     

    The
Administrator shall have the authority to adopt, alter and repeal such
administrative rules, guidelines and practices governing the Plan as it shall,
from time to time, deem advisable, to interpret the terms and provisions of the
Plan and any Award issued under the Plan (and any agreement relating thereto)
and to otherwise supervise the administration of the Plan.

     

    Except to
the extent prohibited by applicable law, the Administrator may allocate all or
any portion of its responsibilities and powers to any one or more of its members
and may delegate all or any portion of its responsibilities and powers to any
other person or persons selected by it. Any such allocation or delegation may be
revoked by the Administrator at any time. The Administrator may authorize any
one or more of their members or any officer of the Company to execute and
deliver documents on behalf of the Administrator.

     

    Any
determination made by the Administrator or pursuant to delegated authority
pursuant to the provisions of the Plan with respect to any Award shall be made
in the sole discretion of the Administrator or such delegate at the time of the
grant of the Award or, unless in contravention of any express term of the Plan,
at any time thereafter. All decisions made by the Administrator or any
appropriately delegated officer pursuant to the provisions of the Plan shall be
final and binding on all persons, including the Company and Participants, unless
otherwise determined by the Board if the Administrator is the
Committee.

     

    No member
of the Administrator, and no officer of the Company, shall be liable for any
action taken or omitted to be taken by such individual or by any other member of
the Administrator or officer of the Company in connection with the performance
of duties under this Plan, except for such individual’s own willful misconduct
or as expressly provided by law.

     

    4.
STOCK SUBJECT TO PLAN.

     

    Subject
to adjustment as provided in this Section 4, the aggregate number of shares
of Stock which may be delivered under the Plan shall not exceed a number equal
to the sum of (a) 10% of the total number of shares of Stock outstanding
immediately following the Effective Time, assuming for this purpose the
conversion into Stock of all outstanding securities that are convertible by
their terms (directly or indirectly) into Stock and (b) the shares included in
initial grants to Kenneth T. Coviello and Heather N. Jensen of options to
purchase 1,000,000 shares in the aggregate.  As of January 1 of
each calendar year commencing with the year 2009, the maximum number of shares
of Stock which may be delivered under the Plan shall automatically increase by a
number sufficient to cause the number of shares of Stock covered by the Plan to
equal 10% of the total number of shares of Stock then outstanding, assuming for
this purpose the conversion into Stock of all outstanding securities that are
convertible by their terms (directly or indirectly) into Stock.

     

    To the
extent any shares of Stock covered by an Award are not delivered to a
Participant or beneficiary thereof because the Award expires, is forfeited,
canceled or otherwise terminated, or the shares of Stock are not delivered
because the Award is settled in cash or used to satisfy the applicable tax
withholding obligation, such shares shall not be deemed to have been delivered
for purposes of determining the maximum number of shares of Stock available for
delivery under the Plan.

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

     

    In the
event of any Company stock dividend, stock split, combination or exchange of
shares, recapitalization or other change in the capital structure of the
Company, corporate separation or division of the Company (including, but not
limited to, a split-up, spin-off, split-off or distribution to Company
stockholders other than a normal cash dividend), sale by the Company of all or a
substantial portion of its assets (measured on either a stand-alone or
consolidated basis), reorganization, rights offering, partial or complete
liquidation, or any other corporate transaction, Company share offering or other
event involving the Company and having an effect similar to any of the
foregoing, the Administrator may make such substitution or adjustments in the
(A) number and kind of shares that may be delivered under the Plan,
(B) additional maximums imposed in the immediately preceding paragraph,
(C) number and kind of shares subject to outstanding Awards,
(D) exercise price of outstanding Stock Options and Stock Appreciation
Rights and (E) other characteristics or terms of the Awards as it may
determine appropriate in its sole discretion to equitably reflect such corporate
transaction, share offering or other event; provided, however, that the number
of shares subject to any Award shall always be a whole number.

     

    5.
STOCK OPTIONS.

     

    Stock
Options may be granted alone or in addition to other Awards granted under the
Plan and may be of two types: Incentive Stock Options and Non-Qualified Stock
Options. Any Stock Option granted under the Plan shall be in such form as the
Administrator may from time to time approve.

     

    The
Administrator shall have the authority to grant any Participant Incentive Stock
Options, Non-Qualified Stock Options or both types of Stock Options (in each
case with or without Stock Appreciation Rights). Incentive Stock Options may be
granted only to employees of the Company and its Subsidiaries. To the extent
that any Stock Option is not designated as an Incentive Stock Option or, even if
so designated, does not qualify as an Incentive Stock Option, it shall
constitute a Non-Qualified Stock Option. Incentive Stock Options may be granted
only within 10 years from the date the Plan is adopted, or the date the Plan is
approved by the Company’s stockholders, whichever is earlier.

     

    Stock
Options shall be evidenced by option agreements, each in a form approved by the
Administrator. An option agreement shall indicate on its face whether it is
intended to be an agreement for an Incentive Stock Option or a Non-Qualified
Stock Option. The grant of a Stock Option shall occur as of the date the
Administrator determines.

     

    Anything
in the Plan to the contrary notwithstanding, no term of the Plan relating to
Incentive Stock Options shall be interpreted, amended or altered, nor shall any
discretion or authority granted under the Plan be exercised, so as to disqualify
the Plan under Section 422 of the Code or, without the consent of the
Optionee affected, to disqualify any Incentive Stock Option under
Section 422 of the Code.

     

    Stock
Options granted under this Section 5 shall be subject to the following
terms and conditions and shall contain such additional terms and conditions as
the Administrator shall deem desirable.

     

    
      	
              (a)

            	
              Exercise Price. The
      exercise price per share of Stock purchasable under a Stock Option shall
      be determined by the Administrator; provided, however, that the exercise
      price per share shall be not less than the Fair Market Value per share on
      the date the Stock Option is granted, or if the Stock Option is intended
      to qualify as an Incentive Stock Option and is granted to an individual
      who is a Ten Percent Holder, not less than 110% of such Fair Market Value
      per share.

            


    

     

    
      	
              (b)

            	
              Shares. Each option
      agreement shall state the number of shares to which it
      pertains.

            


    

     

    
      	
              (c)

            	
              Option Term. The term
      of each Stock Option shall be fixed by the Administrator, but no Incentive
      Stock Option shall be exercisable more than 10 years after the date the
      Incentive Stock Option is granted.

            


    

     

    
      	
              (d)

            	
              Exercisability. Except
      as otherwise provided herein, Stock Options shall be exercisable at such
      time or times, and subject to such terms and conditions, as shall be
      determined by the Administrator. If the Administrator provides that any
      Stock Option is exercisable only in installments, the Administrator may at
      any time waive such installment exercise provisions, in whole or in part,
      based on such factors as the Administrator may determine. In addition, the
      Administrator may at any time, in whole or in part, accelerate the
      exercisability of any Stock Option, provided that the
      Administrator shall not accelerate the exercise date of any installment of
      any Incentive Stock Option (and not previously converted into a
      Non-Qualified Stock Option pursuant to Section 9(g)) if such
      acceleration would violate the annual exercisability limitation contained
      in Section 422(d) of the Code, as described in subsection
      (f) below.

            


    

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

     

    
      	
              (e)

            	
              Method of Exercise.
      Subject to the provisions of this Section 4, Stock Options may be
      exercised, in whole or in part, at any time during the option term by
      giving written notice of exercise to the Company or its designee
      specifying the number of shares of Stock subject to the Stock Option to be
      purchased and by complying with any other condition(s) set forth in the
      option agreement.

            


    

     

    The
option price of any Stock Option shall be paid in full in cash (by certified or
bank check or such other instrument as the Company may accept) or, unless
otherwise provided in the applicable option agreement, by one or more of the
following: (i) in the form of unrestricted Stock already owned by the
Optionee (or, in the case of the exercise of a Non-Qualified Stock Option,
Restricted Stock subject to a Stock Award hereunder) held for at least 6 months
based in any such instance on the Fair Market Value of the Stock on the date the
Stock Option is exercised; (ii) by certifying ownership of shares of Stock
owned by the Optionee to the satisfaction of the Administrator for later
delivery to the Company as specified by the Company; (iii) unless otherwise
prohibited by law for either the Company or the Optionee, by irrevocably
authorizing a third party to sell shares of Stock (or a sufficient portion of
the shares) acquired upon exercise of the Stock Option and remit to the Company
a sufficient portion of the sale proceeds to pay the entire exercise price and
any tax withholding resulting from such exercise; or (iv) by any
combination of cash and/or any one or more of the methods specified in clauses
(i), (ii) and (iii). Notwithstanding the foregoing, the Administrator shall
accept only such payment on exercise of an Incentive Stock Option as is
permitted by Section 422 of the Code, and a form of payment shall not be
permitted to the extent it would cause the Company to recognize a compensation
expense (or additional compensation expense) with respect to the Stock Option
for financial reporting purposes.

     

    If
payment of the option exercise price of a Non-Qualified Stock Option is made in
whole or in part in the form of Restricted Stock, the number of shares of Stock
to be received upon such exercise equal to the number of shares of Restricted
Stock used for payment of the option exercise price shall be subject to the same
forfeiture restrictions to which such Restricted Stock was subject, unless
otherwise determined by the Administrator.

     

    No shares
of Stock shall be issued upon exercise of a Stock Option until full payment
therefor has been made. Upon exercise of a Stock Option (or a portion thereof),
the Company shall have a reasonable time to issue the Stock for which the Stock
Option has been exercised, and the Optionee shall not be treated as a
stockholder for any purposes whatsoever prior to such issuance. No adjustment
shall be made for cash dividends or other rights for which the record date is
prior to the date such Stock is recorded as issued and transferred in the
Company’s official stockholder records, except as otherwise provided herein or
in the applicable option agreement.

     

    
      	
              (f)

            	
              Limitation on Yearly Exercise
      for Incentive Stock Options. The option agreements shall restrict
      the amount of Incentive Stock Options which may become exercisable in any
      calendar year (under this or any other Incentive Stock Option plan of the
      Company or an Affiliate) so that the aggregate Fair Market Value
      (determined at the time each Incentive Stock Option is granted) of the
      Stock with respect to which Incentive Stock Options are exercisable for
      the first time by the Optionee in any calendar year does not exceed
      $100,000.

            


    

     

    
      	
              (g)

            	
              Transferability of Stock
      Options. Except as otherwise provided in the applicable option
      agreement, a Non-Qualified Stock Option (i) shall be transferable by
      the Optionee to a Family Member of the Optionee, provided that
      (A) any such transfer shall be by gift with no consideration and
      (B) no subsequent transfer of such Stock Option shall be permitted
      other than by will or the laws of descent and distribution, and
      (ii) shall not otherwise be transferable except by will or the laws
      of descent and distribution. An Incentive Stock Option shall not be
      transferable except by will or the laws of descent and distribution. A
      Stock Option shall be exercisable, during the Optionee’s lifetime, only by
      the Optionee or by the guardian or legal representative of the Optionee,
      it being understood that the terms “holder” and “Optionee” include the
      guardian and legal representative of the Optionee named in the applicable
      option agreement and any person to whom the Stock Option is transferred
      (X) pursuant to the first sentence of this Section 4(e) or
      pursuant to the applicable option agreement or (Y) by will or the
      laws of descent and distribution. Notwithstanding the foregoing,
      references herein to the termination of an Optionee’s employment or
      provision of services shall mean the termination of employment or
      provision of services of the person to whom the Stock Option was
      originally granted.

            


    

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

     

    
      	
              (h)

            	
              Termination by Death.
      Unless otherwise provided in the applicable option agreement, if an
      Optionee’s employment or provision of services terminates by reason of
      death, any Stock Option held by such Optionee may thereafter be exercised
      by the Participant’s Representative (i) to the extent that the Stock
      Option has become exercisable but has not been exercised on the date of
      death and (ii) in the event rights to exercise the Stock Option
      accrue periodically, to the extent of a pro-rata portion through the date
      of death of any additional vesting rights that would have accrued on the
      next vesting date had the Participant not died. The proration shall be
      based upon the number of days accrued in the current vesting period prior
      to the Participant’s date of death. If the Participant’s Representative
      wishes to exercise the Stock Option, the Representative must take all
      necessary steps to exercise the Option within one year after the date of
      death of such Participant, notwithstanding that the Participant might have
      been able to exercise the Option as to some or all of the shares on a
      later date if the Participant had not died and had continued to be an
      officer, employee, director or consultant or, if earlier, within the
      originally prescribed term of the Stock Option. In the event of
      termination of employment or provision of services due to death, if an
      Incentive Stock Option is exercised after the expiration of the exercise
      periods that apply for purposes of Section 422 of the Code, such
      Stock Option will thereafter be treated as a Non-Qualified Stock
      Option.

            


    

     

    
      	
               (i)

            	
              Termination by Reason of
      Disability. Unless otherwise provided in the applicable option
      agreement, if an Optionee’s employment or provision of services terminates
      by reason of Disability, any Stock Option held by such Optionee may
      thereafter be exercised by the Optionee (i) to the extent that the
      Stock Option has become exercisable but has not been exercised on the date
      of Disability; and (ii) in the event rights to exercise the Stock
      Option accrue periodically, to the extent of a pro rata portion through
      the date of Disability of any additional vesting rights that would have
      accrued on the next vesting date had the Participant not become Disabled.
      The proration shall be based upon the number of days accrued in the
      current vesting period prior to the date of Disability. A Disabled
      Participant may exercise such rights only within the period ending one
      year after the date of the Participant’s termination of employment,
      directorship or consultancy, as the case may be, notwithstanding that the
      Participant might have been able to exercise the Option as to some or all
      of the shares on a later date if the Participant has not become Disabled
      and had continued to be an officer, employee, director or consultant or,
      if earlier, within the originally prescribed term of the Stock
      Option. In
      the event of termination of employment or provision of services by reason
      of Disability, if an Incentive Stock Option is exercised after the
      expiration of the exercise periods that apply for purposes of
      Section 422 of the Code, such Stock Option will thereafter be treated
      as a Non-Qualified Stock Option.

            


    

     

    
      	
              (j)

            	
              Termination for Cause.
      Unless otherwise provided in the applicable option agreement, if an
      Optionee’s employment or services terminate for Cause, all outstanding and
      unexercised Stock Options as of the time the Optionee is notified that
      such Optionee’s employment or services are terminated for Cause will
      immediately be cancelled.

            


    

     

    
      	
              (k)

            	
              Other Termination.
      Unless otherwise provided in the applicable option agreement, if an
      Optionee’s employment or provision of services terminates for any reason
      other than death, Disability or Cause, the Optionee may exercise any Stock
      Option granted to the Optionee to the extent that the Stock Option is
      exercisable on the date of such termination, but only within such term as
      the Administrator has designated in the Optionee’s option agreement. The
      provisions of this Section 5(k), and not the provisions of Sections
      5(h) and 5(i), shall apply to an Optionee who subsequently becomes
      Disabled or dies after the termination of employment or service; provided,
      however, that in the case of an Optionee’s Disability or death within
      three months after the termination of service, the Optionee or the
      Optionee’s survivors may exercise the Stock Option within one year after
      the date of the Optionee’s termination of service, but in no event after
      the date of expiration of the term of the Stock Option. Notwithstanding
      anything in this Section 5(k) to the contrary, if subsequent to an
      Optionee’s termination of employment or services, but prior to the
      exercise of a Stock Option, the Administrator determines that, either
      prior to subsequent to the Optionee’s termination of employment or
      services, the Optionee engaged in conduct that would constitute Cause,
      then such Optionee shall cease to have any right to exercise such Stock
      Option. An Optionee who is absent from work with the Company or an
      Affiliate because of temporary disability (any disability other than a
      permanent and total Disability), or who is on leave of absence for any
      purpose, shall not, during the period of any such absence, be deemed, by
      virtue of such absence alone, to have terminated such Optionee’s service
      with the Company or with an Affiliate, except as the Administrator may
      otherwise expressly provide. Except as required by law or as set forth in
      the Optionee’s option agreement, Stock Options granted under the Plan
      shall not be affected by any change of an Optionee’s status within or
      among the Company and any Affiliates, so long as the Optionee continues to
      be an officer, employee, director or consultant of the Company or any
      Affiliate. In
      the event of termination of services for any reason other than death,
      Disability or Cause, if an Incentive Stock Option is exercised after the
      expiration of the exercise periods that apply for purposes of
      Section 422 of the Code, such Stock Option will thereafter be treated
      as a Non-Qualified Stock Option.

            


    

     

    
      
         

      

      
        7

        
          

        

      

      
         

      

    

     

    
      	
              (l)

            	
              Participant Loans.
      Unless otherwise prohibited by law for either the Company or the Optionee,
      the Administrator may in its discretion authorize the Company
      to.

            


    

     

    
      	 
      	
              (i)

            	
              lend
      to an Optionee an amount equal to such portion of the exercise price of a
      Stock Option as the Administrator may determine;
  or

            


    

     

    
      	 
      	
              (ii)

            	
              guarantee
      a loan obtained by an Optionee from a third-party for the purpose of
      tendering such exercise price.

            


    

     

    The terms
and conditions of any loan or guarantee, including the term, interest rate,
whether the loan is with recourse against the Optionee and any security interest
thereunder, shall be determined by the Administrator, except that no extension
of credit or guarantee shall obligate the Company for an amount to exceed the
lesser of (i) the aggregate Fair Market Value on the date of exercise, less
the par value, of the shares of Stock to be purchased upon the exercise of the
Stock Option, and (ii) the amount permitted under applicable laws or the
regulations and rules of the Federal Reserve Board and any other governmental
agency having jurisdiction.

     

    6.
STOCK APPRECIATION RIGHTS.

     

    Stock
Appreciation Rights may be granted either on a stand-alone basis or in
conjunction with all or part of any Stock Option granted under the Plan. In the
case of a Non-Qualified Stock Option, such rights may be granted either at or
after the time of grant of such Stock Option. In the case of an Incentive Stock
Option, such rights may be granted only at the time of grant of such Stock
Option. A Stock Appreciation Right shall terminate and no longer be exercisable
as determined by the Administrator, or, if granted in conjunction with all or
part of any Stock Option, upon the termination or exercise of the related Stock
Option.

     

    A Stock
Appreciation Right may be exercised by a Participant as determined by the
Administrator in accordance with this Section 6, and, if granted in
conjunction with all or part of any Stock Option, by surrendering the applicable
portion of the related Stock Option in accordance with procedures established by
the Administrator. Upon such exercise and surrender, the Participant shall be
entitled to receive an amount determined in the manner prescribed in this
Section 6. Stock Options which have been so surrendered, if any, shall no
longer be exercisable to the extent the related Stock Appreciation Rights have
been exercised.

     

    Stock
Appreciation Rights shall be subject to such terms and conditions as shall be
determined by the Administrator, including the following:

     

    
      	
              (a)

            	
              Stock
      Appreciation Rights granted on a stand-alone basis shall be exercisable
      only at such time or times and to such extent as determined by the
      Administrator. Stock Appreciation Rights granted in conjunction with all
      or part of any Stock Option shall be exercisable only at the time or times
      and to the extent that the Stock Options to which they relate are
      exercisable in accordance with the provisions of Section 5 and this
      Section 6.

            


    

     

    
      
         

      

      
        8

        
          

        

      

      
         

      

    

     

    
      	
              (b)

            	
              Upon
      the exercise of a Stock Appreciation Right, a Participant shall be
      entitled to receive an amount in cash, shares of Stock or both, which in
      the aggregate are equal in value to the excess of the Fair Market Value of
      one share of Stock over (i) such Fair Market Value per share of Stock
      as shall be determined by the Administrator at the time of grant (if the
      Stock Appreciation Right is granted on a stand-alone basis), or
      (ii) the exercise price per share specified in the related Stock
      Option (if the Stock Appreciation Right is granted in conjunction with all
      or part of any Stock Option), multiplied by the number of shares in
      respect of which the Stock Appreciation Right shall have been exercised,
      with the Administrator having the right to determine the form of
      payment.

            


    

     

    
      	
              (c)

            	
              A
      Stock Appreciation Right shall be transferable only to, and shall be
      exercisable only by, such persons permitted in accordance with
      Section 5(g).

            


    

     

    7.
STOCK AWARDS OTHER THAN OPTIONS.

     

    Stock
Awards may be directly issued under the Plan (without any intervening options),
subject to such terms, conditions, performance requirements, restrictions,
forfeiture provisions, contingencies and limitations as the Administrator shall
determine. Stock Awards may be issued which are fully and immediately vested
upon issuance or which vest in one or more installments over the Participant’s
period of employment or other service to the Company or upon the attainment of
specified performance objectives, or the Company may issue Stock Awards which
entitle the Participant to receive a specified number of vested shares of Stock
or cash, as determined by the Administrator, upon the attainment of one or more
performance goals or service requirements established by the
Administrator.

     

    The
principal terms of each Stock Award shall be set forth in a stock grant
agreement, which shall be in a form approved by the Administrator and shall
contain the terms and conditions which the Administrator determines to be
appropriate and in the best interests of the Company, including the number of
shares to which the Stock Award relates.

     

    Shares
representing a Stock Award shall be evidenced in such manner as the
Administrator may deem appropriate, including book-entry registration or
issuance of one or more certificates (which may bear appropriate legends
referring to the terms, conditions and restrictions applicable to such Award).
The Administrator may require that any such certificates be held in custody by
the Company until any restrictions thereon shall have lapsed and that the
Participant deliver a stock power, endorsed in blank, relating to the Stock
covered by such Award.

     

    A Stock
Award may be issued in exchange for any consideration which the Administrator
may deem appropriate in each individual instance, including, without
limitation:

     

    
      	
              (a)

            	
              cash
      or cash equivalents;

            


    

     

    
      	
              (b)

            	
              past
      services rendered to the Company or any Affiliate;
  or

            


    

     

    
      	
              (c)

            	
              future
      services to be rendered to the Company or any Affiliate (provided that, in
      such case, the par value of the Stock subject to such Stock Award shall be
      paid in cash or cash equivalents, unless the Administrator provides
      otherwise).

            


    

     

    A Stock
Award that is subject to restrictions on transfer and/or forfeiture provisions
may be referred to as an award of “Restricted Stock” or “Restricted Stock
Units.”

     

    8.
CHANGE IN CONTROL PROVISIONS.

     

    
      	
              (a)

            	
              Impact of Event.
      Notwithstanding any other provision of the Plan to the contrary, in the
      event of a Change in Control:

            


    

     

    
      	 
      	
              (i)

            	
              Any
      Stock Options and Stock Appreciation Rights outstanding as of the date
      such Change in Control is determined to have occurred and not then
      exercisable and vested shall become fully exercisable and vested to the
      full extent of the original grant;

            


    

     

    
      	 
      	
              (ii)

            	
              The
      restrictions applicable to any outstanding Stock Award shall lapse, and
      the Stock relating to such Award shall become free of all restrictions and
      become fully vested and transferable to the full extent of the original
      grant;

            


    

     

    
      
         

      

      
        9

        
          

        

      

      
         

      

    

     

    
      	 
      	
              (iii)

            	
              All
      outstanding repurchase rights of the Company with respect to any
      outstanding Awards shall terminate;
and

            


    

     

    
      	 
      	
              (iv)

            	
              Outstanding
      Awards shall be subject to any agreement of merger or reorganization that
      effects such Change in Control, which agreement shall provide
      for:

            


    

     

    
      	 
      	
              (A)

            	
              The
      continuation of the outstanding Awards by the Company, if the Company is a
      surviving corporation,

            


    

     

    
      	 
      	
              (B)

            	
              The
      assumption of the outstanding awards by the surviving corporation or its
      parent or subsidiary;

            


    

     

    
      	 
      	
              (C)

            	
              The
      substitution by the surviving corporation or its parent or subsidiary of
      equivalent awards for the outstanding Awards;
or

            


    

     

    
      	 
      	
              (D)

            	
              Settlement
      of each share of Stock subject to an outstanding Award for the Change in
      Control Price (less, to the extent applicable, the per share exercise
      price).

            


    

     

    
      	 
      	
              (v)

            	
              In
      the absence of any agreement of merger or reorganization effecting such
      Change in Control, each share of Stock subject to an outstanding Award
      shall be settled for the Change in Control Price (less, to the extent
      applicable, the per share exercise price), or, if the per share exercise
      price equals or exceeds the Change in Control Price, the outstanding Award
      shall terminate and be canceled.

            


    

     

    
      	
               (b)

            	
              Definition of Change in
      Control. For purposes of the Plan, a “Change in Control” shall mean
      the happening of any of the following
events:

            


    

     

    
      	 
      	
              (i)

            	
              An
      acquisition by any individual, entity or group (within the meaning of
      Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a “Person”) of
      beneficial ownership (within the meaning of Rule 13d-3 promulgated under
      the Exchange Act) of 50% or more of either (1) the then outstanding
      shares of common stock of the Company (the “Outstanding Company Common
      Stock”) or (2) the combined voting power of the then outstanding
      voting securities of the Company entitled to vote generally in the
      election of directors (the “Outstanding Company Voting Securities”);
      excluding, however, the following: (1) any acquisition directly from
      the Company, other than an acquisition by virtue of the exercise of a
      conversion privilege unless the security being so converted was itself
      acquired directly from the Company, (2) any acquisition by the
      Company; (3) any acquisition by any employee benefit plan (or related
      trust) sponsored or maintained by the Company or any corporation
      controlled by the Company; or (4) any acquisition by any Person
      pursuant to a transaction which complies with clauses (1), (2) and
      (3) of subsection (iii) of this Section 8(b);
      or

            


    

     

    
      	 
      	
              (ii)

            	
              Within
      any period of 24 consecutive months, a change in the composition of the
      Board such that the individuals who, immediately prior to such period,
      constituted the Board (such Board shall be hereinafter referred to as the
      “Incumbent Board”) cease for any reason to constitute at least a majority
      of the Board; provided, however, for purposes of this Section 8(b),
      that any individual who becomes a member of the Board during such period,
      whose election, or nomination for election by the Company’s stockholders,
      was approved by a vote of at least a majority of those individuals who are
      members of the Board and who were also members of the Incumbent Board (or
      deemed to be such pursuant to this proviso) shall be considered as though
      such individual were a member of the Incumbent Board; but, provided
      further, that any such individual whose initial assumption of office
      occurs as a result of either an actual or threatened election contest (as
      such terms are used in Rule 14a-11 of Regulation 14A promulgated under the
      Exchange Act) or other actual or threatened solicitation of proxies or
      consents by or on behalf of a Person other than the Board shall not be so
      considered as a member of the Incumbent Board;
  or

            


    

     

    
      	 
      	
              (iii)

            	
              The
      consummation by the Company of a reorganization, merger or consolidation
      or sale or other disposition of all or substantially all of the assets of
      the Company (“Corporate Transaction”); excluding, however, such a
      Corporate Transaction pursuant to which (1) all or substantially all
      of the individuals and entities who are the beneficial owners,
      respectively, of the outstanding Company Common Stock and Outstanding
      Company Voting Securities immediately prior to such Corporate Transaction
      will beneficially own, directly or indirectly, more than 50% of,
      respectively, the outstanding shares of common stock, and the combined
      voting power of the then outstanding voting securities entitled to vote
      generally in the election of directors, as the case may be, of the
      corporation resulting from such Corporate Transaction (including, without
      limitation, a corporation which as a result of such transaction owns the
      Company or all or substantially all of the Company’s assets, either
      directly or 

            


    

     

    
      
         

      

      
        10

        
          

        

      

      
         

      

    

     

    
      
        
          	 	 	
                  through
      one or more subsidiaries) in substantially the same proportions as their
      ownership, immediately prior to such Corporate Transaction, of the
      outstanding Company Common Stock and Outstanding Company Voting
      Securities, as the case may be, (2) no Person (other than the
      Company; any employee benefit plan (or related trust) sponsored or
      maintained by the Company, by any corporation controlled by the Company,
      or by such corporation resulting from such Corporate Transaction) will
      beneficially own, directly or indirectly, more than 50% of, respectively,
      the outstanding shares of common stock of the corporation resulting from
      such Corporate Transaction or the combined voting power of the outstanding
      voting securities of such corporation entitled to vote generally in the
      election of directors, except to the extent that such ownership existed
      with respect to the Company prior to the Corporate Transaction, and
      (3) individuals who were members of the Board immediately prior to
      the approval by the stockholders of the Corporation of such Corporate
      Transaction will constitute at least a majority of the members of the
      board of directors of the corporation resulting from such Corporate
      Transaction; or

                
	 	 	 
	 
      	
                  (iv)

                	
                  The
      approval by the stockholders of the Company of a complete liquidation or
      dissolution of the Company, other than to a corporation pursuant to a
      transaction which would comply with clauses (1), (2) and (3) of
      subsection (iii) of this Section 8(b), assuming for this purpose
      that such transaction were a Corporate
  Transaction.

                


        

      

    

     

    
      	
              (c)

            	
              Change in Control
      Price. For purposes of the Plan, “Change in Control Price” means
      the higher of (i) the highest reported sales price, regular way, of a
      share of Stock in any transaction reported on the New York Stock Exchange
      Composite Tape or other national securities exchange on which such shares
      are listed or on Nasdaq, as applicable, during the 60-day period prior to
      and including the date of a Change in Control, or if the Stock is not
      publicly quoted, the Fair Market Value determined by the Administrator and
      (ii) if the Change in Control is the result of a tender or exchange
      offer or a Corporate Transaction, the highest price per share of Stock
      paid in such tender or exchange offer or Corporate Transaction. To the
      extent that the consideration paid in any such transaction described above
      consists all or in part of securities or other non-cash consideration, the
      value of such securities or other non-cash consideration shall be
      determined in the sole discretion of the
Board.

            


    

     

    9.
MISCELLANEOUS.

     

    
      	
              (a)

            	
              Amendment. The Board
      may amend or alter the Plan or any Award, but no amendment or alteration
      shall be made which would adversely affect the rights of a Participant
      under an Award theretofore granted without the Participant’s consent,
      except such an amendment (i) made to avoid an expense charge to the
      Company or an Affiliate, or (ii) made to permit the Company or an
      Affiliate to claim a deduction under, or otherwise comply with, the Code
      (including, but not limited to, Section 409A of the Code). No such
      amendment shall be made without the approval of the Company’s stockholders
      to the extent such approval is required by law, agreement or the rules of
      any stock exchange or market on which the Stock is
  listed.

            


    

     

    The
Administrator may amend the terms of any Stock Option or other Award theretofore
granted, prospectively or retroactively, but no such amendment shall adversely
affect the rights of the holder thereof without the holder’s
consent.

     

    Notwithstanding
anything in the Plan to the contrary, neither the Board nor a Committee may
(i) amend a Stock Option to reduce its option price, (ii) cancel a
stock option and re-grant a Stock Option with a lower option price that the
option price of the cancelled Stock option or (iii) take any other action
(whether in the form of an amendment, cancellation or replacement grant) that
has the effect of repricing a Stock Option.

     

    
      	
              (b)

            	
              Termination of the Plan.
      The Plan will terminate on the date which is 10 years from the
      earlier of the date of its adoption by the Board and the date of its
      approval by the stockholders. The Plan may be terminated at an earlier
      date by vote of the stockholders or the Board; provided, however, that any
      such earlier termination shall not affect any option agreements, Stock
      Appreciation Right agreements or Stock Award agreements executed prior to
      the effective date of such
termination.

            


    

     

    
      
         

      

      
        11

        
          

        

      

      
         

      

    

     

    
      	
              (c)

            	
              Unfunded Status of
      Plan. It is intended that this Plan be an “unfunded” plan for
      incentive and deferred compensation. The Administrator may authorize the
      creation of trusts or other arrangements to meet the obligations created
      under this Plan to deliver Common Stock or make payments, provided that,
      unless the Administrator otherwise determines, the existence of such
      trusts or other arrangements is consistent with the “unfunded” status of
      this Plan.

            


    

     

    
      	
              (d)

            	
              Rights as a Shareholder:
      No Participant to whom an Award has been granted shall have rights
      as a shareholder with respect to any shares covered by such Award, except
      after due exercise of the Stock Option or Stock Appreciation Right or
      vesting of the Stock Award and tender of the full purchase price, if any,
      for the shares being purchased pursuant to such exercise or award and
      registration of the shares in the Company’s share register in the name of
      the Participant.

            


    

     

    
      	
              (e)

            	
              Issuance of Securities:
      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 subject to
      Awards. Except as expressly provided herein, no adjustments shall be made
      for dividends paid in cash or in property (including without limitation,
      securities) of the Company prior to any issuance of shares pursuant to an
      Award.

            


    

     

    
      	
              (f)

            	
              Fractional Shares: No
      fractional shares shall be issued under the Plan and the Company shall pay
      cash in lieu of fractional shares equal to the Fair Market Value of such
      fractional shares.

            


    

     

    
      	
              (g)

            	
              Conversion of Incentive Stock
      Options into Non-Qualified Stock Options; Termination of Incentive Stock
      Options: The Administrator, at the written request of any
      Participant, may in its discretion take such actions as may be necessary
      to convert such Participant’s Incentive Stock Options (or any portions
      thereof) that have not been exercised on the date of conversion into
      Non-Qualified Stock Options at any time prior to the expiration of such
      Incentive Stock Options, regardless of whether the Participant is an
      employee of the Company or a Subsidiary at the time of such conversion. At
      the time of such conversion, the Administrator (with the consent of the
      Participant) may impose such conditions on the exercise of the resulting
      Non-Qualified Stock Options as the Administrator, in its discretion may
      determine, provided that such conditions shall not be inconsistent with
      this Plan. Nothing in the Plan shall be deemed to give any Participant the
      right to have such Participant’s Incentive Stock Options converted into
      Non-Qualified Stock Options, and no such conversion shall occur until and
      unless the Administrator takes appropriate action. The Administrator, with
      the consent of the Participant, may also terminate any portion of any
      Incentive Stock Option that has not been exercised at the time of such
      conversion.

            


    

     

    
      	
              (h)

            	
              Notice to Company of
      Disqualifying Disposition: Each employee who receives an Incentive
      Stock Option must agree to notify the Company in writing immediately after
      the employee makes a “Disqualifying Disposition” of any shares acquired
      pursuant to the exercise of an Incentive Stock Option. A “Disqualifying
      Disposition” is defined in Section 424(c) of the Code and includes
      any disposition (including any sale or gift) of such shares before the
      later of (i) two years after the date the employee was granted the
      Incentive Stock Option, or (ii) one year after the date the employee
      acquired shares by exercising the Incentive Stock Option, except as
      otherwise provided in Section 424(c) of the Code. If the employee has
      died before such stock is sold, these holding period requirements do not
      apply and no Disqualifying Disposition can occur
    thereafter.

            


    

     

    
      	
              (i)

            	
              General
      Provisions.

            


    

     

    
      	 
      	
              (i)

            	
              The
      Administrator may require each person purchasing or receiving shares
      pursuant to an Award to represent to and agree with the Company in writing
      that such person is acquiring the shares without a view to the
      distribution thereof. The certificates for such shares may include any
      legend which the Administrator deems appropriate to reflect any
      restrictions on transfer.

            


    

     

    All
certificates for shares of Stock or other securities delivered under the Plan
shall be subject to such stock transfer orders and other restrictions as the
Administrator may deem advisable under the rules, regulations and other
requirements of the Commission, any stock exchange or market on which the Stock
is then listed and any applicable Federal or state securities law, and the
Administrator may cause a legend or legends to be put on any such certificates
to make appropriate reference to such restrictions.

     

    
      
         

      

      
        12

        
          

        

      

      
         

      

    

     

    
      	 
      	
              (ii)

            	
              Nothing
      contained in the Plan shall prevent the Company or any Affiliate from
      adopting other or additional compensation arrangements for its
      employees.

            


    

     

    
      	 
      	
              (iii)

            	
              The
      adoption of the Plan shall not confer upon any employee, director
      consultant or advisor any right to continued employment, directorship or
      service, nor shall it interfere in any way with the right of the Company
      or any Affiliate to terminate the employment or service of any employee,
      consultant or advisor at any time.

            


    

     

    
      	 
      	
              (iv)

            	
              No
      later than the date as of which an amount first becomes includible in the
      gross income of the Participant for Federal income tax purposes with
      respect to any Award under the Plan, the Participant shall pay to the
      Company, or make arrangements satisfactory to the Company regarding the
      payment of, any Federal, state, local or foreign taxes of any kind
      required by law to be withheld with respect to such amount. Unless
      otherwise determined by the Administrator, withholding obligations may be
      settled with Stock, including Stock that is part of the Award that gives
      rise to the withholding requirement. The obligations of the Company under
      the Plan shall be conditional on such payment or arrangements, and the
      Company, its Subsidiaries and its Affiliates shall, to the extent
      permitted by law, have the right to deduct any such taxes from any payment
      otherwise due to the Participant. The Administrator may establish such
      procedures as it deems appropriate for the settlement of withholding
      obligations with Stock.

            


    

     

    
      	 
      	
              (v)

            	
              The
      Administrator shall establish such procedures as it deems appropriate for
      a Participant to designate a beneficiary to whom any amounts payable in
      the event of the Participant’s death are to be
  paid.

            


    

     

    
      	 
      	
              (vi)

            	
              Any
      amounts owed to the Company or an Affiliate by the Participant of whatever
      nature may be offset by the Company from the value of any shares of Common
      Stock, cash or other thing of value under this Plan or an agreement to be
      transferred to the Participant, and no shares of Common Stock, cash or
      other thing of value under this Plan or an agreement shall be transferred
      unless and until all disputes between the Company and the Participant have
      been fully and finally resolved and the Participant has waived all claims
      to such against the Company or an
Affiliate.

            


    

     

    
      	 
      	
              (vii)

            	
              The
      grant of an Award shall in no way affect the right of the Company to
      adjust, reclassify, reorganize or otherwise change its capital or business
      structure or to merge, consolidate, dissolve, liquidate or sell or
      transfer all or any part of its business or
  assets.

            


    

     

    
      	 
      	
              (viii)

            	
              If
      any payment or right accruing to a Participant under this Plan (without
      the application of this Section (9)(c)(viii)), either alone or together
      with other payments or rights accruing to the Participant from the Company
      or an Affiliate (“Total Payments”) would constitute a “parachute payment”
      (as defined in Section 280G of the Code and regulations thereunder),
      such payment or right shall be reduced to the largest amount or greatest
      right that will result in no portion of the amount payable or right
      accruing under this Plan being subject to an excise tax under
      Section 4999 of the Code or being disallowed as a deduction under
      Section 280G of the Code; provided, however, that the foregoing shall
      not apply to the extent provided otherwise in an Award or in the event the
      Participant is party to an agreement with the Company or an Affiliate that
      explicitly provides for an alternate treatment of payments or rights that
      would constitute “parachute payments.” The determination of whether any
      reduction in the rights or payments under this Plan is to apply shall be
      made by the Administrator in good faith after consultation with the
      Participant, and such determination shall be conclusive and binding on the
      Participant. The Participant shall cooperate in good faith with the
      Administrator in making such determination and providing the necessary
      information for this purpose. The foregoing provisions of this
      Section 9(c)(viii) shall apply with respect to any person only if,
      after reduction for any applicable Federal excise tax imposed by
      Section 4999 of the Code and Federal income tax imposed by the Code,
      the Total Payments accruing to such person would be less than the amount
      of the Total Payments as reduced, if applicable, under the foregoing
      provisions of this Plan and after reduction for only Federal income
      taxes.

            


    

     

    
      
         

      

      
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              (ix)

            	
              To
      the extent that the Administrator determines that the restrictions imposed
      by the Plan preclude the achievement of the material purposes of the
      Awards in jurisdictions outside the United States, the Administrator in
      its discretion may modify those restrictions as it determines to be
      necessary or appropriate to conform to applicable requirements or
      practices of jurisdictions outside of the United
  States.

            


    

     

    
      	 
      	
              (x)

            	
              The
      headings contained in this Plan are for reference purposes only and shall
      not affect the meaning or interpretation of this
  Plan.

            


    

     

    
      	 
      	
              (xi)

            	
              If
      any provision of this Plan shall for any reason be held to be invalid or
      unenforceable, such invalidity or unenforceability shall not effect any
      other provision hereby, and this Plan shall be construed as if such
      invalid or unenforceable provision were
omitted.

            


    

     

    
      	 
      	
              (xii)

            	
              This
      Plan shall inure to the benefit of and be binding upon each successor and
      assign of the Company. All obligations imposed upon a Participant, and all
      rights granted to the Company hereunder, shall be binding upon the
      Participant’s heirs, legal representatives and
  successors

            


    

     

    
      	 
      	
              (xiii)

            	
              This
      Plan and each agreement granting an Award constitute the entire agreement
      with respect to the subject matter hereof and thereof, provided that in
      the event of any inconsistency between this Plan and such agreement, the
      terms and conditions of the Plan shall
control

            


    

     

    
      	 
      	
              (xiv)

            	
              In
      the event there is an effective registration statement under the
      Securities Act pursuant to which shares of Stock shall be offered for sale
      in an underwritten offering, a Participant shall not, during the period
      requested by the underwriters managing the registered public offering,
      effect any public sale or distribution of shares of Stock received,
      directly or indirectly, as an Award or pursuant to the exercise or
      settlement of an Award.

            


    

     

    
      	 
      	
              (xv)

            	
              None
      of the Company, an Affiliate or the Administrator shall have any duty or
      obligation to disclose affirmatively to a record or beneficial holder of
      Stock or an Award, and such holder shall have no right to be advised of,
      any material information regarding the Company or any Affiliate at any
      time prior to, upon or in connection with receipt or the exercise of an
      Award or the Company’s purchase of Stock or an Award from such holder in
      accordance with the terms hereof.

            


    

     

    
      	 
      	
              (xvi)

            	
              This
      Plan, and all Awards, agreements and actions hereunder, shall be governed
      by, and construed in accordance with, the laws of the state of Delaware
      (other than its law respecting choice of
law).

            


    

     

    
      	
              (j)

            	
              Compliance with
      Section 409A of the Code. The Plan is intended to comply with
      Section 409A of the Code, and official guidance issued thereunder, to
      the extent applicable. Notwithstanding any provision of the Plan to the
      contrary, the Plan shall be interpreted, operated, and administered
      consistently with this intent.

            


    

     

     

     

    14