EXHIBIT
10.22

    


    STEELCLOUD,
INC.

    AMENDED
2007 STOCK OPTION AND RESTRICTED STOCK PLAN

    


    As
adopted May 7, 2008

    


    
      	
              1

            	
              PURPOSE
      OF PLAN; ADMINISTRATION

            


    

     

    
      	
               
      

            	
              1.1

            	
              Purpose.

            


    

     

    The
SteelCloud, Inc. Amended 2007 Stock Option and Restricted Stock Plan
(hereinafter, the “Plan”) is hereby established
to grant to officers and other employees of the Company or of its parents or
subsidiaries (as defined in Sections 424(e) and (f), respectively, of the
Internal Revenue Code of 1986, as amended (the “Code”)), if any (individually
and collectively, the Company”), and to non-employee directors, consultants and
advisors and other persons who may perform significant services for or on behalf
of the Company, to create a stock based incentive for such persons to remain in
the employ of or provide services to the Company and to contribute to its
success.

     

    The
Company may grant under the Plan incentive stock options within the meaning of
Section 422 of the Code (“Incentive Stock Options”),
stock options that do not qualify for treatment as Incentive Stock Options
(“Nonstatutory Options”
and together with the Incentive Stock Options, the “Options”), and shares of
restricted stock (the “Restricted Stock” and together
with the Incentive Stock Options and the Nonstatutory Options, the “Stock”).  All grants
hereunder are of, or are underlined by, the Company’s common stock, $0.001 par
value.

     

    
      	
               
      

            	
              1.2

            	
              Administration.

            


    

     

    The Plan
shall be administered by the Board of Directors of the Company (the “Board”), if
each member is a “Non-Employee Director” within the meaning of Rule 16b-3 under
the Securities Exchange Act of 1934, as amended (“Rule 16b-3”), or a committee
(the “Committee”) of two or more directors, each of whom is a Non-Employee
Director.  Appointment of Committee members shall be effective upon
acceptance of appointment.  Committee members may resign at any time
by delivering written notice to the Board.  Vacancies in the Committee
may be filled by the Board.  Until such time that the Committee is
properly appointed, the Board shall administer the Plan in accordance with the
terms of this Section 1.2.

     

    A
majority of the members of the Committee shall constitute a quorum for the
purposes of the Plan.  Provided a quorum is present, the Committee may
take action by affirmative vote or consent of a majority of its members present
at a meeting.  Meetings may be held telephonically as long as all
members are able to hear one another, and a member of the Committee shall be
deemed to be present for this purpose if he or she is in simultaneous
communication by telephone with the other members who are able to hear one
another.  In lieu of action at a meeting, the Committee may act by
written consent of a majority of its members.

     

    Subject
to the express provisions of the Plan, the Committee shall have the authority to
construe and interpret the Plan and all Grant Agreements (as defined in Section
4.4) entered into pursuant hereto and to define the terms used therein, to
prescribe, adopt, amend and rescind rules and regulations relating to the
administration of the Plan and to make all other determinations necessary or
advisable for the administration of the Plan; provided, however, that the
Committee may delegate nondiscretionary administrative duties to such employees
of the Company as it deems proper; and, provided, further, in its absolute
discretion, the Board may at any time and from time to time exercise any and all
rights and duties of the Committee under the Plan.  Subject to the
express limitations of the Plan, the Committee shall designate the individuals
from among the class of persons eligible to participate as provided in Section
1.3 who shall receive Stock, whether a grantee will receive Incentive Stock
Options, Nonstatutory Options, or Restricted Stock or any combination thereof,
and the amount, price, restrictions and all other terms and provisions of such
Stock (which need not be identical).


    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    Members
of the Committee shall receive such compensation for their services as members
as may be determined by the Board.  All expenses and liabilities which
members of the Committee incur in connection with the administration of this
Plan shall be borne by the Company.  The Committee may, with the
approval of the Board, employ attorneys, consultants, accountants, appraisers,
brokers or other persons.  The Committee, the Company and the
Company’s officers and directors shall be entitled to rely upon the advice,
opinions or valuations of any such persons.  No members of the
Committee or Board shall be personally liable for any action, determination or
interpretation made in good faith with respect to the Plan, and all members of
the Committee shall be fully protected by the Company in respect of any such
action, determination or interpretation.

     

    
      	
               
      

            	
              1.3

            	
              Participation.

            


    

     

    Officers
and other employees of the Company, non-employee directors, consultants and
advisors and other persons who may perform significant services on behalf of the
Company shall be eligible for selection to participate in the Plan upon approval
by the Committee; provided, however, that only “employees” (within the meaning
of Section 3401(c) of the Code) of the Company shall be eligible for the grant
of Incentive Stock Options.  An individual who has been granted Stock
may, if otherwise eligible, be granted additional Stock if the Committee shall
so determine.  No person is eligible to participate in the Plan by
matter of right; only those eligible persons who are selected by the Committee
in its discretion shall participate in the Plan.

     

    
      	
               
      

            	
              1.4

            	
              Stock
      Subject to the Plan.

            


    

     

    Subject
to adjustment as provided in Section 4.5, the shares of common stock to be
offered under the Plan shall be shares of authorized but unissued common stock,
including any shares repurchased under the terms of the Plan or any Grant
Agreement entered into pursuant hereto.  The cumulative aggregate
number of shares of common stock to be issued under the Plan shall not exceed
1,500,000, subject to adjustment as set forth in Section 4.5.

     

    If any
Option granted hereunder shall expire or terminate for any reason without having
been fully exercised, the unpurchased shares subject thereto shall again be
available for the purposes of the Plan.  For purposes of this Section
1.4, where the exercise price of Options is paid by means of the grantee’s
surrender of previously owned shares of common stock, only the net number of
additional shares issued and which remain outstanding in connection with such
exercise shall be deemed “issued” for purposes of the Plan.

    


    
      	
              2

            	
              STOCK
      OPTIONS

            


    

     

    
      	
               
      

            	
              2.1

            	
              Exercise
      Price; Payment.

            


    

     

    (a)           The
exercise price of each Incentive Stock Option granted under the Plan shall be
determined by the Committee, but shall not be less than 100% of the “Fair Market
Value” (as defined below) of common stock on the date of grant.  If an
Incentive Stock Option is granted to an employee who at the time such Incentive
Stock Option is granted owns (within the meaning of section 424(d) of the Code)
more than 10% of the total combined voting power of all classes of capital stock
of the Company, the Option exercise price shall be at least 110% of the Fair
Market Value of common stock on the date of grant.  The exercise price
of each Nonstatutory Option also shall be determined by the Committee, but shall
not be less than 85% of the Fair Market Value of the common stock on the date of
grant.  The status of each Option granted under the Plan as either an
Incentive Stock Option or a Nonstatutory Option shall be determined by the
Committee at the time the Committee acts to grant the Option, and shall be
clearly identified as such in the Grant Agreement relating thereto.

     

    “Fair Market Value” for
purposes of the Plan shall mean: (i) the closing price of a share of common
stock on the principal exchange on which shares of common stock are then
trading, if any, on the day immediately preceding the date of grant, or, if
shares were not traded on the day preceding such date of grant, then on the next
preceding trading day during which a sale occurred; or (ii) if common stock is
not traded on an exchange but is quoted on NASDAQ or a successor quotation
system, (1) the last sales price (if common stock is then listed on the NASDAQ
Stock Market) or (2) the mean between the closing representative bid and asked
price (in all other cases) for common stock on the day prior to the date of
grant as reported by NASDAQ or such successor quotation system; or (iii) if
there is no listing or trading of common stock either on a national exchange or
over-the-counter, that price determined in good faith by the Committee to be the
fair value per share of common stock, based upon such evidence as it deems
necessary or advisable.


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    (b)           In
the discretion of the Committee at the time the Option is exercised, the
exercise price of any Option granted under the Plan shall be paid in full in
cash, by check or by the optionee’s interest-bearing promissory note (subject to
any limitations of applicable state corporations law) delivered at the time of
exercise; provided, however, that subject to the timing requirements of Section
2.7, in the discretion of the Committee and upon receipt of all regulatory
approvals, the person exercising the Option may deliver as payment in whole or
in part of such exercise price certificates for common stock (duly endorsed or
with duly executed stock powers attached), which shall be valued at its Fair
Market Value on the day of exercise of the Option, or other property deemed
appropriate by the Committee; and, provided further, that, subject to Section
422 of the Code, so-called cashless exercises as permitted under applicable
rules and regulations of the Securities and Exchange Commission and the Federal
Reserve Board shall be permitted in the discretion of the
Committee.  Without limiting the Committee’s discretion in this
regard, consecutive book entry stock-for-stock exercises of Options (or
“pyramiding”) also are permitted in the Committee’s discretion.

     

    Irrespective
of the form of payment, the delivery of shares issuable upon the exercise of an
Option shall be conditioned upon payment by the optionee to the Company of
amounts sufficient to enable the Company to pay all federal, state, and local
withholding taxes resulting, in the Company’s judgment, from the
exercise.  In the discretion of the Committee, such payment to the
Company may be effected through (i) the Company’s withholding from the number of
shares of common stock that would otherwise be delivered to the optionee by the
Company on exercise of the Option a number of shares of common stock equal in
value (as determined by the Fair Market Value of common stock on the date of
exercise) to the aggregate withholding taxes, (ii) payment by the optionee to
the Company of the aggregate withholding taxes in cash, (iii) withholding by the
Company from other amounts contemporaneously owed by the Company to the
optionee, or (iv) any combination of these three methods, as determined by the
Committee in its discretion.

     

    
      	
               
      

            	
              2.2

            	
              Option
      Period.

            


    

     

    (a)           The
Committee shall provide, in the terms of each Grant Agreement, when the Option
subject to such agreement expires and becomes unexercisable, but in no event
will an Incentive Stock Option granted under the Plan be exercisable after the
expiration of ten years from the date it is granted.  Without limiting
the generality of the foregoing, the Committee may provide in the Grant
Agreement that the Option subject thereto expires 30 days following a
Termination of Employment (as defined in Section 4.3 hereof) for any reason
other than death or disability, or six months following a Termination of
Employment for disability or following an optionee’s death.

     

    (b)           Outside
Date for Exercise.  Notwithstanding any provision of this Section 2.2,
in no event shall any Option granted under the Plan be exercised after the
expiration date of such Option set forth in the applicable Grant
Agreement.

     

    
      	
               
      

            	
              2.3

            	
              Exercise
      of Options.

            


    

     

    Each
Option granted under the Plan shall become exercisable and the total number of
shares subject thereto shall be purchasable, in a lump sum or in such
installments, which need not be equal, as the Committee shall determine;
provided, however, that each Option shall become exercisable in full no later
than ten years after such Option is granted, and each Option shall become
exercisable as to at least 10% of the shares of common stock covered thereby on
each anniversary of the date such Option is granted; and provided, further, that
if the holder of an Option shall not in any given installment period purchase
all of the shares which such holder is entitled to purchase in such installment
period, such holder’s right to purchase any shares not purchased in such
installment period shall continue until the expiration or sooner termination of
such holder’s Option.  The Committee may, at any time after grant of
the Option and from time to time, increase the number of shares purchasable in
any installment, subject to the total number of shares subject to the Option and
the limitations set forth in Section 2.5.  At any time and from time
to time prior to the time when any exercisable Option or exercisable portion
thereof becomes unexercisable under the Plan or the applicable Grant Agreement,
such Option or portion thereof may be exercised in whole or in part; provided,
however, that the Committee may, by the terms of the Option, require any partial
exercise to be with respect to a specified minimum number of
shares.  No Option or installment thereof shall be exercisable except
with respect to whole shares.  Fractional share interests shall be
disregarded, except that they may be accumulated as provided above and except
that if such a fractional share interest constitutes the total shares of common
stock remaining available for purchase under an Option at the time of exercise,
the optionee shall be entitled to receive on exercise a certified or bank
cashier’s check in an amount equal to the Fair Market Value of such fractional
share of stock.


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              2.4

            	
              Transferability
      of Options.

            


    

     

    Except as
the Committee may determine as aforesaid, an Option granted under the Plan
shall, by its terms, be nontransferable by the optionee other than by will or
the laws of descent and distribution, or pursuant to a qualified domestic
relations order (as defined by the Code), and shall be exercisable during the
optionee’s lifetime only by the optionee or by his or her guardian or legal
representative.  More particularly, but without limiting the
generality of the immediately preceding sentence, an Option may not be assigned,
transferred (except as provided in the preceding sentence), pledged or
hypothecated (whether by operation of law or otherwise), and shall not be
subject to execution, attachment or similar process.  Any attempted
assignment, transfer, pledge, hypothecation or other disposition of any Option
contrary to the provisions of the Plan and the applicable Grant Agreement, and
any levy of any attachment or similar process upon an Option, shall be null and
void, and otherwise without effect, and the Committee may, in its sole
discretion, upon the happening of any such event, terminate such Option
forthwith.

     

    
      	
               
      

            	
              2.5

            	
              Limitation
      on Exercise of Incentive Stock
Options.

            


    

     

    To the
extent that the aggregate Fair Market Value (determined on the date of grant as
provided in Section 2.1 above) of the common stock with respect to which
Incentive Stock Options granted hereunder (together with all other Incentive
Stock Option plans of the Company) are exercisable for the first time by an
optionee in any calendar year under the Plan exceeds $100,000, such Options
granted hereunder shall be treated as Nonstatutory Options to the extent
required by Section 422 of the Code.  The rule set forth in the
preceding sentence shall be applied by taking Options into account in the order
in which they were granted.

     

    
      	
               
      

            	
              2.6

            	
              Disqualifying
      Dispositions of Incentive Stock
Options.

            


    

     

    If common
stock acquired upon exercise of any Incentive Stock Option is disposed of in a
disposition that, under Section 422 of the Code, disqualifies the optionee from
the application of Section 421(a) of the Code, the holder of the common stock
immediately before the disposition shall comply with any requirements imposed by
the Company in order to enable the Company to secure the related income tax
deduction to which it is entitled in such event.

     

    
      	
               
      

            	
              2.7

            	
              Certain
      Timing Requirements.

            


    

     

    At the
discretion of the Committee, shares of common stock issuable to the optionee
upon exercise of an Option may be used to satisfy the Option exercise price or
the tax withholding consequences of such exercise, in the case of persons
subject to Section 16 of the Securities Exchange Act of 1934, as amended, only
(i) during the period beginning on the third business day following the date of
release of the quarterly or annual summary statement of sales and earnings of
the Company and ending on the twelfth business day following such date, or (ii)
pursuant to an irrevocable written election by the optionee to use shares of
common stock issuable to the optionee upon exercise of the Option to pay all or
part of the Option price or the withholding taxes made at least six months prior
to the payment of such Option price or withholding taxes.

     

    
      	
               
      

            	
              2.8

            	
              Issuance
      of Stock Certificates.

            


    

     

    Upon
exercise of an Option, the Company shall deliver to the person exercising such
Option a stock certificate evidencing the shares of common stock acquired upon
exercise.  Notwithstanding the foregoing, the Committee in its
discretion may require the Company to retain possession of any certificate
evidencing common stock acquired upon exercise of an Option which remains
subject to repurchase under the provisions of the Grant Agreement or any other
agreement signed by the optionee in order to facilitate such repurchase
provisions.

     

    
      	
               
      

            	
              2.9

            	
              Time
      of Grant and Exercise of Option.

            


    

     

    An Option
shall be deemed to be exercised when the Secretary of the Company receives
written notice from an optionee of such exercise, payment of the exercise price
determined pursuant to Section 2.1 of the Plan and set forth in the Grant
Agreement, and all representations, indemnifications and documents reasonably
requested by the Committee.

    


    
      	
              3

            	
              RESTRICTED
      STOCK

            


    

     

    3.1     Grant
of Restricted Stock.

     

    Subject
to the terms and provisions of this Plan, the Committee, at any time and from
time to time, may grant Restricted Stock to such individuals and in such amounts
as the Committee shall determine.


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    3.2    Restricted
Stock Agreement.

     

    Each
Restricted Stock grant shall be evidenced by Grant Agreement that shall specify
the period(s) of restriction, the number of shares of Restricted Stock granted,
and such other provisions as the Committee shall determine.

     

    3.3          Other
Restrictions.

     

    The
Committee shall impose such other conditions and/or restrictions on any shares
of Restricted Stock granted pursuant to this Plan as it may deem advisable
including, without limitation, a requirement that participants pay a stipulated
purchase price for each share of Restricted Stock, restrictions based upon the
achievement of specific performance goals, time-based restrictions on vesting
following the attainment of performance goals, time-based restrictions, and/or
restrictions under applicable laws or under the requirements of any stock
exchange or market upon which such shares are listed or traded, or holding
requirements or sale restrictions placed on the shares by the Company upon
vesting of such Restricted Stock.

     

    To the
extent deemed appropriate by the Committee, the Company may retain the
certificates representing shares of Restricted Stock in the Company’s possession
until such time as all conditions and/or restrictions applicable to such Shares
have been satisfied or lapse.

     

    Except as
otherwise provided in this Article 3, shares of Restricted Stock covered by each
Restricted Stock award shall become freely transferable by the participant after
all conditions and restrictions applicable to such Restricted Stock have been
satisfied or lapse (including satisfaction of any applicable tax withholding
obligations).

     

    3.4          Certificate
Legend.

     

    In
addition to any legends placed on certificates pursuant to Section 4.10
(Legending Share
Certificates), each certificate representing Restricted Stock granted
pursuant to this Plan may bear a legend such as the following or as otherwise
determined by the Committee in its sole discretion:

     

    “The sale
or transfer of shares of stock represented by this certificate, whether
voluntary, involuntary, or by operation of law, is subject to certain
restrictions on transfer as set forth in the SteelCloud, Inc. 2007 Amended Stock Option and
Restricted Stock Plan (the “Plan”), and in the associated grant agreement (the
“Agreement”).  A copy of the Plan and the Agreement may be obtained
from SteelCloud, Inc.”

     

    3.5          Voting
Rights.

     

    Unless
otherwise determined by the Committee and set forth in a Grant Agreement, to the
extent permitted or required by law, as determined by the Committee,
participants holding Restricted Stock granted hereunder may be granted the right
to exercise full voting rights with respect to the Restricted Stock during the
period of restriction.

     

    3.6          Section
83(b) Election.

     

    The
Committee may provide in a Grant Agreement that the award of Restricted Stock is
conditioned upon the participant making or refraining from making an election
with respect to the award under Code Section 83(b).  If a Participant
makes an election pursuant to Code Section 83(b) concerning a Restricted Stock
Award, the Participant shall be required to file promptly a copy of such
election with the Company.


    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    
      	
              4

            	
              OTHER
      PROVISIONS

            


    

     

    
      	
               
      

            	
              4.1

            	
              No
      Effect on Employment.

            


    

     

    Nothing
in the Plan or in any Grant Agreement hereunder shall confer upon any grantee
any right to continue in the employ of the Company, any Parent Corporation or
any Subsidiary or shall interfere with or restrict in any way the rights of the
Company, its Parent Corporation and its Subsidiaries, which are hereby expressly
reserved, to discharge any grantee at any time for any reason whatsoever, with
or without cause.

     

    For
purposes of the Plan, “Parent
Corporation” shall mean any corporation in an unbroken chain of
corporations ending with the Company if each of the corporations other than the
Company then owns stock possessing 50% or more of the total combined voting
power of all classes of stock in one of the other corporations in such
chain.  For purposes of the Plan, “Subsidiary” shall mean any
corporation in an unbroken chain of corporations beginning with the Company if
each of the corporations other than the last corporation in the unbroken chain
then owns stock possessing 50% or more of the total combined voting power of all
classes of stock in one of the other corporations in such chain.

     

    
      	
               
      

            	
              4.2

            	
              Sick
      Leave and Leaves of Absence.

            


    

     

     Unless
otherwise provided in Grant Agreement, and to the extent permitted by Section
422 of the Code, a grantee’s employment shall not be deemed to terminate by
reason of sick leave, military leave or other leave of absence approved by the
Company if the period of any such leave does not exceed a period approved by the
Company, or, if longer, if the grantee’s right to reemployment by the Company is
guaranteed either contractually or by statute.  A Grant Agreement may
contain such additional or different provisions with respect to leave of absence
as the Committee may approve, either at the time of grant of Stock or at a later
time.

     

    
      	
               
      

            	
              4.3

            	
              Termination
      of Employment.

            


    

     

     For
purposes of the Plan “Termination of Employment,”
shall mean the time when the employee-employer relationship between the grantee
and the Company, any Subsidiary or any Parent Corporation is terminated for any
reason, including, but not by way of limitation, a termination by resignation,
discharge, death, disability or retirement; but excluding (i) terminations where
there is a simultaneous reemployment or continuing employment of the grantee by
the Company, any Subsidiary or any Parent Corporation, (ii) at the discretion of
the Committee, terminations which result in a temporary severance of the
employee-employer relationship, and (iii) at the discretion of the Committee,
terminations which are followed by the simultaneous establishment of a
consulting relationship by the Company, a Subsidiary or any Parent Corporation
with the former employee.  Subject to Section 4.1, the Committee, in
its absolute discretion, shall determine the affect of all matters and questions
relating to Termination of Employment; provided, however, that, with respect to
Incentive Stock Options, a leave of absence or other change in the
employee-employer relationship shall constitute a Termination of Employment if,
and to the extent that such leave of absence or other change interrupts
employment for the purposes of Section 422(a)(2) of the Code and the
then-applicable regulations and revenue rulings under said Section.

     

    
      	
               
      

            	
              4.4

            	
              Terms
      and Conditions.

            


    

     

     The
Stock granted under the Plan shall be evidenced by a written stock option
agreement or restricted stock agreement (collectively referred to as the “Grant Agreement”) between the
grantee and the Company providing that the Stock is subject to the terms and
conditions of the Plan and to such other terms and conditions not inconsistent
therewith as the Committee may deem appropriate in each case.


    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              4.5

            	
              Adjustments
      upon Changes in Capitalization; Merger and
  Consolidation.

            


    

     

     If
the outstanding shares of common stock are changed into, or exchanged for cash
or a different number or kind of shares or securities of the Company or of
another corporation through reorganization, merger, recapitalization,
reclassification, stock split-up, reverse stock split, stock dividend, stock
consolidation, stock combination, stock reclassification or similar transaction,
an appropriate adjustment shall be made by the Committee in the number and kind
of shares as to which Options may be granted.  In the event of such a
change or exchange, other than for shares or securities of another corporation
or by reason of reorganization, the Committee shall also make a corresponding
adjustment changing the number or kind of shares and the exercise price per
share allocated to unexercised Options or portions thereof, which shall have
been granted prior to any such change, shall likewise be made.  Any
such adjustment, however, shall be made without change in the total price
applicable to the unexercised portion of the Option (except for any change in
the aggregate price resulting from rounding-off of share quantities or
prices).  No adjustments shall be made to Restricted
Stock.

     

     In
the event of a “spin-off” or other substantial distribution of assets of the
Company which has a material diminutive effect upon the Fair Market Value of the
common stock, the Committee in its discretion shall make an appropriate and
equitable adjustment to the exercise prices of Options then outstanding under
the Plan.

     

     Where
an adjustment under this Section 4.5 of the type described above is made to an
Incentive Stock Option, the adjustment will be made in a manner which will not
be considered a “modification” under the provisions of subsection 424(b)(3) of
the Code.

     

     In
connection with the dissolution or liquidation of the Company or a partial
liquidation involving 50% or more of the assets of the Company, a reorganization
of the Company in which another entity is the survivor, a merger or
reorganization of the Company under which more than 50% of the common stock
outstanding prior to the merger or reorganization is converted into cash or into
a security of another entity, a sale of more than 50% of the Company’s assets,
or a similar event that the Committee determines, in its discretion, would
materially alter the structure of the Company or its ownership, the Committee,
upon 30 days prior written notice to the Stock holders, may, in its discretion,
do one or more of the following: (i) shorten the period during which Options are
exercisable (provided they remain exercisable for at least 30 days after the
date the notice is given); (ii) accelerate any vesting schedule to which Stock
is subject; (iii) arrange to have the surviving or successor entity grant
replacement Options  with appropriate adjustments in the number and
kind of securities and Option prices, or (iv) cancel Options upon payment to the
optionee in cash, with respect to each Option to the extent then exercisable
(including any Options as to which the exercise has been accelerated as
contemplated in clause (ii) above), of any amount that is the equivalent of the
Fair Market Value of the common stock (at the effective time of the dissolution,
liquidation, merger, reorganization, sale or other event) or the Fair Market
Value of the Option.  In the case of a change in corporate control,
the Committee may, in considering the advisability or the terms and conditions
of any acceleration of the exercisability of any Option pursuant to this Section
4.5, take into account the penalties that may result directly or indirectly from
such acceleration to either the Company or the grantee, or both, under Section
280G of the Code, and may decide to limit such acceleration to the extent
necessary to avoid or mitigate such penalties or their effects.

     

     No
fractional share of common stock shall be issued under the Plan on account of
any adjustment under this Section 4.5.

     

    
      	
               
      

            	
              4.6

            	
              Rights
      of Participants and Beneficiaries.

            


    

     

     The
Company shall pay all amounts payable hereunder only to the Stock holder or
beneficiaries entitled thereto pursuant to the Plan.  The Company
shall not be liable for the debts, contracts or engagements of any Stock holder
or his or her beneficiaries, and rights to cash payments under the Plan may not
be taken in execution by attachment or garnishment, or by any other legal or
equitable proceeding while in the hands of the Company.


    
      
         


      

      
        7

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              4.7

            	
              Government
      Regulations.

            


    

     

     The
Plan, the grant of Stock, the exercise of Options and the issuance and delivery
of shares of common stock under grants hereunder, shall be subject to compliance
with all applicable federal and state laws, rules and regulations (including but
not limited to state and federal securities law) and federal margin requirements
and to such approvals by any listing, regulatory or governmental authority as
may, in the opinion of counsel for the Company, be necessary or advisable in
connection therewith.  Any securities delivered under the Plan shall
be subject to such restrictions, and the person acquiring such securities shall,
if requested by the Company, provide such assurances and representations to the
Company, as the Company may deem necessary or desirable to assure compliance
with all applicable legal requirements.  To the extent permitted by
applicable law, the Plan and Stock granted hereunder shall be deemed amended to
the extent necessary to conform to such laws, rules and
regulations.

     

    
      	
               
      

            	
              4.8

            	
              Amendment
      and Termination.

            


    

     

     The
Board or the Committee may at any time suspend, amend or terminate this Plan and
may, with the consent of the grantees, make such modifications of the terms and
conditions of such grantees Stock as it shall deem advisable, provided, however,
that, without approval of the Company’s shareholders given within twelve months
before or after the action by the Board or the Committee, no action of the Board
or the Committee may, (A) materially increase the benefits accruing to
participants under the Plan; (B) materially increase the number of securities
which may be issued under the Plan; or (C) materially modify the requirements as
to eligibility for participation in the Plan.  No Stock may be granted
during any suspension of the Plan or after such termination.  The
amendment, suspension or termination of the Plan shall not, without the consent
of the grantees affected thereby, alter or impair any rights or obligations
under any Stock theretofore granted under the Plan.  No Stock may be
granted during any period of suspension or after termination of the Plan, and in
no event may any Stock be granted under the Plan after the expiration of ten
years from the date the Plan is adopted by the Board.

     

    
      	
               
      

            	
              4.9

            	
              Privileges
      of Stock Ownership; Non-Distributive Intent; Reports to
      Grantees.

            


    

     

     A
participant in the Plan shall not be entitled to the privilege of stock
ownership as to any shares of common stock not actually issued to the
grantee.  Upon exercise of an Option, or grant of Restricted Stock at
a time when there is not in effect, under the Securities Act of 1933, as
amended, a Registration Statement relating to the common stock issuable upon
exercise, payment therefor or issuance thereof and available for delivery a
Prospectus meeting the requirements of Section 10(a)(3) of said Act, the grantee
shall represent and warrant in writing to the Company that the shares purchased
are being acquired for investment and not with a view to the distribution
thereof.

     

     The
Company shall furnish to each grantee under the Plan the Company’s Annual Report
and such other periodic reports, if any, as are disseminated by the Company in
the ordinary course to its shareholders.

     

    
      	
              
              

            	
               4.10

            	
              Legending
      Share Certificates.

            


    

     

     In
order to enforce any restrictions imposed upon the Restricted Stock or the
common stock issued upon exercise of an Option granted under the Plan or to
which such common stock may be subject, the Committee may cause a legend or
legends to be placed on any share certificates representing such Restricted
Stock or common stock, which legend or legends shall make appropriate reference
to such restrictions, including, but not limited to, a restriction against sale
of such common stock for any period of time as may be required by applicable
laws or regulations.  If any restriction with respect to which a
legend was placed on any certificate ceases to apply to the Restricted Stock or
common stock represented by such certificate, the owner of the Restricted Stock
or common stock represented by such certificate may require the Company to cause
the issuance of a new certificate not bearing the legend.

     

     Additionally,
and not by way of limitation, the Committee may impose such restrictions on any
Stock issued pursuant to the Plan as it may deem advisable, including, without
limitation, restrictions under the requirements of any stock exchange upon which
the common stock is then traded.

     

    
      	
            	
               4.11

            	
              Use
      of Proceeds.

            


    

     

     Proceeds
realized pursuant to the exercise of Options under the Plan shall constitute
general funds of the Company.


    
      
         


      

      
        8

        
          

        

      

      
         


      

    


    
      	
            	
               4.12

            	
              Changes
      in Capital Structure; No Impediment to Corporate
    Transactions.

            


    

     

     The
existence of outstanding Stock under the Plan shall not affect the Company’s
right to effect adjustments, recapitalizations, reorganizations or other changes
in its or any other corporation’s capital structure or business, any merger or
consolidation, any issuance of bonds, debentures, preferred or prior preference
stock ahead of or affecting common stock, the dissolution or liquidation of the
Company’s or any other corporation’s assets or business, or any other corporate
act, whether similar to the events described above or otherwise.

     

    
      	
            	
               4.13

            	
              Effective
      Date of the Plan.

            


    

     

     The
Plan shall be effective as of the date of its approval by the shareholders of
the Company within twelve months after the date of the Board’s initial adoption
of the Plan.  Restricted Stock may be granted after shareholder
approval of the Plan.  Options may be granted but not exercised prior
to shareholder approval of the Plan.  If any Options are so granted
and shareholder approval shall not have been obtained within twelve months of
the date of adoption of this Plan by the Board of Directors, such Options shall
terminate retroactively as of the date they were granted.

     

    
      	
            	
               4.14

            	
              Termination.

            


    

     

     The
Plan shall terminate automatically as of the close of business on the day
preceding the tenth anniversary date of its adoption by the Board or earlier as
provided in Section 4.8.  Unless otherwise provided herein, the
termination of the Plan shall not affect the validity of any Grant Agreement
outstanding at the date of such termination.

     

    
      	
            	
               4.15

            	
              No
      Effect on Other Plans.

            


    

     

     The
adoption of the Plan shall not affect any other compensation or incentive plans
in effect for the Company, any Subsidiary or any Parent
Corporation.  Nothing in the Plan shall be construed to limit the
right of the Company (i) to establish any other forms of incentives or
compensation for employees of the Company, any Subsidiary or any Parent
Corporation or (ii) to grant or assume Options or other rights otherwise than
under the Plan in connection with any proper corporate purpose including but not
by way of limitation, the grant or assumption of Options in connection with the
acquisition by purchase, lease, merger, consolidation or otherwise, of the
business, stock or assets of any corporation, partnership, firm or
association.

     

    
      	
            	
               4.16

            	
              Uncertificated
      Shares.

            


    

     

    To the
extent this Plan provides for issuance of certificates to reflect the shares of
common stock underlying the Options or shares of Restricted Stock, the transfer
of such shares of common stock may be effected on a noncertificated basis, to
the extent not prohibited by applicable law or the rules of any stock
exchange.


    
      
         


      

      
        9