Exhibit 10.2


 


THIS DOCUMENT CONSTITUTES PART OF A
PROSPECTUS COVERING

SECURITIES THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933


 


ZOMAX INCORPORATED

1996 EMPLOYEE STOCK PURCHASE PLAN

(As Amended and Restated through February 20, 2002)


 


ARTICLE I - ESTABLISHMENT OF PLAN


 


1.01                         Adoption
by the Board of Directors and Sole Shareholder.  By action of the Board of Directors and the sole shareholder of
Zomax Incorporated (the “Corporation”) on March 4, 1996, the Corporation has
adopted an Employee Stock Purchase Plan pursuant to which eligible employees of
the Corporation and certain of its Subsidiaries may be offered the opportunity
to purchase shares of Stock of the Corporation.  The terms and conditions of this Plan are set forth in this plan
document, as amended from time to time as provided herein.  The Corporation intends that the Plan shall
qualify as an “employee stock purchase plan” under Section 423 of the Internal
Revenue Code of 1986, as amended from time to time, (the “Code”) and shall be
construed in a manner consistent with the requirements of Code Section 423 and
the regulations thereunder.


 


1.02                         Term.  The Plan, as amended by the Board on
February 20, 2002, shall become effective on July 1, 2002, and shall terminate
on December 31, 2011.


 


ARTICLE II - PURPOSE


 


2.01                         Purpose.  The primary purpose of the Plan is to
provide an opportunity for Eligible Employees of the Corporation to become
shareholders of the Corporation, thereby providing them with an incentive to
remain in the Corporation’s employ, to improve operations, to increase profits
and to contribute more significantly to the Corporation’s success.


 


ARTICLE III - DEFINITIONS


 


3.01                         “Administrator” means the Board of Directors
or such Committee appointed by the Board of Directors to administer the
Plan.  The Board or Committee may, in
its sole discretion, authorize the officers of the Corporation to carry out the
day-to-day operation of the Plan.  In
its sole discretion, the Board may take such actions as may be taken by the
Administrator, in addition to those powers expressly reserved to the Board
under this Plan.


 


3.02                         “Board of Directors” or “Board”
means the Board of Directors of Zomax Incorporated.


 


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3.03                         “Compensation” means the Participant’s total compensation,
including overtime, commissions and all bonuses.


 


3.04                         “Corporation” means Zomax Incorporated, a Minnesota
corporation.


 


3.05                         “Eligible Employee” means any employee who, as determined on or
immediately prior to an Enrollment Period, is a full-time or part-time employee
of the Corporation or one of its Subsidiaries, and who has been employed by the
Corporation or the Subsidiary at least sixty (60) consecutive days prior to
the  commencement date of a phase;
provided, however, that employees who are citizens or residents of a country
other than the United States shall be eligible to participate only to the
extent permitted by the applicable laws of such country.


 


3.06                         “Enrollment Period” means the period determined by the
Administrator for purposes of accepting elections to participate during a Phase
from Eligible Employees.


 


3.07                         “Fiscal Year” means the fiscal year of the Corporation, which
is the twelve-month period beginning January 1 and ending December 31 each
year.


 


3.08                         “Participant” means an Eligible Employee who has been granted
an option and is participating during a Phase through payroll deductions, but
shall exclude those employees subject to the limitations described in Section
9.03 below.


 


3.09                         “Phase” means the period beginning on the date that the option
was granted, otherwise referred to as the commencement date of the Phase, and
ending on the date that the option was exercised, otherwise referred to as the
termination date of the Phase.


 


3.10                         “Plan” means the Zomax Incorporated 1996 Employee Stock
Purchase Plan.


 


3.11                         “Stock” means the voting common stock of the Corporation.


 


3.12                         “Subsidiary” means any corporation defined as a subsidiary of
the Corporation in Code Section 424(f) as of the effective date of the Plan, and
such other corporations that qualify as subsidiaries of the Corporation under
Code Section 424(f) as the Board approves to participate in this Plan from time
to time.


 


ARTICLE IV - ADMINISTRATION


 


4.01                         Administration.  Except for those matters expressly reserved
to the Board pursuant to any provisions of the Plan, the Administrator shall
have full responsibility for administration of the Plan, which responsibility
shall include, but shall not be limited to, the following:


 


(a)           The
Administrator shall, subject to the provisions of the Plan, establish, adopt
and revise such rules and procedures for


 


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administering
the Plan, and shall make all other determinations as it may deem necessary or
advisable for the administration of the Plan;


 


(b)           The
Administrator shall, subject to the provisions of the Plan, determine all terms
and conditions that shall apply to the grant and exercise of options under this
Plan, including, but not limited to, the number of shares of Stock that may be
granted, the date of grant, the exercise price and the manner of exercise of an
option.  The Administrator may, in its
discretion, consider the recommendations of the management of the Corporation
when determining such terms and conditions;


 


(c)           The
Administrator shall have the exclusive authority to interpret the provisions of
the Plan, and each such interpretation or determination shall be conclusive and
binding for all purposes and on all persons, including, but not limited to, the
Corporation and its Subsidiaries, the shareholders of the Corporation and its
Subsidiaries, the Administrator, the directors, officers and employees of the
Corporation and its Subsidiaries, and the Participants and the respective
successors-in-interest of all of the foregoing; and


 


(d)           The
Administrator shall keep minutes of its meetings or other written records of
its decisions regarding the Plan and shall, upon requests, provide copies to
the Board.


 


ARTICLE V - PHASES OF THE PLAN


 


5.01                         Phases.  The Plan shall be carried out in one or more
Phases of six (6) months each.  Unless
otherwise determined by the Administrator, in its discretion, Phases shall
commence on January 1 and July 1 of each fiscal year during the term of the
Plan; provided, however, that there shall be only one phase for the 1996 fiscal
year commencing on July 1, 1996.  No two
Phases shall run concurrently.


 


5.02                         Limitations.  The Administrator may, in its discretion,
limit the number of shares available for option grants during any Phase as it
deems appropriate.  Without limiting the
foregoing, in the event all of the shares of Stock reserved for the grant of
options under Section 12.01 is issued pursuant to the terms hereof prior to the
commencement of one or more Phases or the number of shares of Stock remaining
is so small, in the opinion of the Administrator, as to render administration
of any succeeding Phase impracticable, such Phase or Phases may be cancelled or
the number of shares of Stock limited as provided herein.  In addition, if, based on the payroll
deductions authorized by Participants at the beginning of a Phase, the
Administrator determines that the number of shares of Stock which would be
purchased at the end of a Phase exceeds the number of shares of Stock remaining
reserved under Section 12.01 hereof for issuance under the Plan, or if the
number of shares of Stock for which options are to be granted exceeds the
number of shares designated for option grants by the Administrator for such
Phase, then the


 


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Administrator
shall make a pro rata allocation of the shares of Stock remaining available in
as nearly uniform and equitable a manner as the Administrator shall consider
practicable as of the commencement date of the Phase or, if the Administrator
so elects, as of the termination date of the Phase.  In the event such allocation is made as of the commencement date
of a Phase, the payroll deductions which otherwise would have been made on
behalf of Participants shall be reduced accordingly.


 


ARTICLE VI - ELIGIBILITY


 


6.01                         Eligibility.  Each employee who is an Eligible Employee on
or immediately prior to the commencement of a Phase shall be eligible to
participate in such Phase.


 


ARTICLE VII - PARTICIPATION


 


7.01                         Participation.  Participation in the Plan is voluntary.  An Eligible Employee who desires to
participate in any Phase of the Plan must complete the Plan enrollment form
provided by the Administrator and deliver such form to the Administrator or its
designated representative during the Enrollment Period established by the
Administrator prior to the commencement date of the Phase.


 


7.02                         Subsequent
Phases.  An Eligible Employee who
elects to participate in a Phase of a fiscal year shall be deemed to have
elected to participate in each subsequent Phase during that fiscal year and all
subsequent fiscal years unless such Participant elects to discontinue payroll
deductions during a Phase or exercises his or her right to withdraw amounts
previously withheld, as provided under Article 10 hereof.  In such event, such Participant must
complete a change of election form or a new Plan enrollment form and file such
form with the Administrator during the Enrollment Period prior to the next
Phase with respect to which the Eligible Employee wishes to participate.


 


ARTICLE VIII - PAYMENT: PAYROLL DEDUCTIONS


 


8.01                         Enrollment.  Each Eligible Employee electing to
participate shall indicate such election on the Plan enrollment form and
designate therein a percentage of such Participant’s Compensation to be paid
during the Phase.  Such percentage shall
be at least one percent (1%) but not more than ten percent (10%) of such
Participant’s Compensation to be paid during such Phase, or such other maximum
percentage as the Administrator may establish from time to time; provided,
however, that the payroll deduction authorized by the Participant must equal or
exceed $10 per paycheck.  In order to be
effective, such Plan enrollment form must be properly completed and received by
the Administrator by the due date indicated on such form, or by such other date
established by the Administrator.


 


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8.02                         Payroll
Deductions.  Payroll deductions for
a Participant shall commence on the first paycheck issued immediately after the
commencement date of the Phase and shall terminate on the last paycheck issued
immediately prior to the termination date of that Phase, unless the Participant
elects to discontinue payroll deductions or exercises his or her right to
withdraw all accumulated payroll deductions previously withheld during the
Phase as provided in Article 10 hereof. 
The authorized payroll deductions shall be made over the pay periods of
such Phase by deducting from the Participant’s Compensation for each such pay
period that percentage specified by the Participant in the Plan enrollment
form.


 


Unless the
Participant elected to discontinue payroll deductions or exercised his or her
right to withdraw all accumulated payroll deductions previously withheld during
the preceding Phase (in which event the Participant must complete a change of
election form or a new Plan enrollment form, as the case may be, to continue
participation for any subsequent Phase), the Corporation shall continue to
withhold from such Participant’s Compensation the same designated percentage
specified by the Participant in the most recent Plan enrollment form previously
completed by the Participant for all subsequent Phases; provided, however, that
the Participant may, if he or she so chooses, increase, decrease or discontinue
payroll deductions for any or all such subsequent Phases by properly completing
a new enrollment form during the Enrollment Period for such subsequent Phase
and delivering such form to the Administrator by the due date for receipt of
such forms for that Phase.


 


8.03                         Increases
or Decreases During a Phase.  In
addition to the right to discontinue or withdraw payroll deductions during a
Phase as provided in Article 10 and the right to increase or decrease or
discontinue payroll deductions for subsequent Phases as provided in Section
8.02, a Participant may increase or decrease the percentage of Compensation
designated to be deducted during a Phase by completing a change of election
form and filing such form with the Administrator on or before the date that is
fifteen (15) days prior to the date of the last paycheck during that Phase, or
on or before such other date established by the Corporation; provided, however,
that the Participant may exercise the right to increase or decrease his or her
payroll deductions only once during each Phase.


 


8.04                         Change in
Compensation During a Phase.  In the
event that the Participant’s Compensation is increased or decreased during a
Phase for any reason so that the amount actually withheld on behalf of the
Participant as of the termination date of the Phase is different from the
amount anticipated to be withheld as determined on the commencement date of the
Phase, then the extent to which the Participant may exercise his or her option
shall be based on the amounts actually withheld on his or her behalf, subject
to the limitations contained in Article IX. 
In the event of a change in the pay period of any Participant, such as
from biweekly to monthly, an appropriate adjustment shall be made to the deduction
in each new pay period so as to insure the deduction of the proper amount
authorized by the Participant.


 


8.05                         Foreign Employees. 
Payroll deductions which are authorized by Participants who are paid
compensation in foreign currency shall be credited to a bookkeeping account (as
described in Article XIII) in the currency of the country in which such


 


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Participant is
employed.  Upon exercise of the
Participant’s option, the Participant’s accumulated payroll deductions shall be
used to purchase shares of Stock pursuant to Section 9.04, but the extent to
which the Participant may exercise his or her option will be determined using
the applicable foreign currency exchange rate as of the exercise date.  The option price shall be paid to the
Corporation in U.S. dollars after applying the applicable foreign currency
exchange rate as of the exercise date.


 


ARTICLE IX - OPTIONS


 


9.01                         Grant of
Option.  Subject to Article 10, a
Participant who has elected to participate in the manner described in Article
VIII and who is employed by the Corporation or a Subsidiary as of the
commencement date of a Phase shall be granted an option as of such date to
purchase that number of whole shares of Stock determined by dividing the total
amount to be credited to the Participant’s account by the option price per
share set forth in Section 9.02(a) below. 
The option price per share for such Stock shall be determined under
Section 9.02 hereof, and the number of shares exercisable shall be determined
under Section 9.03 hereof.


 


9.02                         Option
Price.  Subject to the limitations
hereinbelow, the option price for such Stock shall be the lower of the amounts
determined under paragraphs (a) and (b) below:


 


(a)           Eighty-five percent
(85%) of the closing price for a share of the Corporation’s Stock as reported
on the Nasdaq National Market or on an established securities exchange as of
the commencement date of the Phase; or


 


(b)           Eighty-five percent
(85%) of the closing price for a share of the Corporation’s Stock as reported
on the Nasdaq National Market or on an established securities exchange as of
the termination date of the Phase.


 


In the event
that the commencement or termination date of a Phase is a Saturday, Sunday or
holiday, the amounts determined under the foregoing subsections shall be
determined using the price as of the last preceding trading day.


 


If the
Corporation’s Stock is not so reported in the Nasdaq National Market or upon an
established securities exchange, the option price shall equal the lesser of (i)
eighty-five percent (85%) of the average of the closing “bid” and “asked”
prices quoted on the Nasdaq SmallCap Market as of the commencement date of the
Phase, or if there are no such quoted “bid” and “asked” prices on such date, on
the next preceding date for which there are quotes, and (ii) eighty-five
percent (85%) of the average of the closing “bid” and “asked” prices quoted on
the Nasdaq SmallCap Market as of the termination date of the phase, or if there
are no such quoted “bid” and “asked” prices on such date, on the next preceding
date for which there are such quotes.


 


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If the
Corporation’s Stock is not listed on an established securities exchange, the
Nasdaq National Market or the Nasdaq SmallCap Market, then the option price
shall equal the lesser of (i) eighty-five percent (85%) of the fair market
value of a share of the Corporation’s Stock as of the commencement date of the
Phase, and (ii) eighty-five percent (85%) of the fair market value of such
stock as of the termination date of the Phase. 
Such “fair market value” shall be determined by the Board.


 


9.03                         Limitations.  No employee shall be granted an option
hereunder:


 


(a)           Which permits his or
her rights to purchase Stock under all employee stock purchase plans of the
Corporation or its Subsidiaries to accrue at a rate which exceeds Twenty-Five
Thousand Dollars ($25,000) of fair market value of such Stock (determined at
the time such option is granted) for each calendar year in which such option is
outstanding at any time;


 


(b)           If such employee would
own and/or hold, immediately after the grant of the option, Stock possessing
five percent (5%) or more of the total combined voting power or value of all
classes of stock of the Corporation or of any Subsidiary.  For purposes of determining stock ownership
under this paragraph, the rules of Section 424(d) of the Code shall apply.


 


(c)           Which, if exercised,
would cause the limits established by the Administrator under Section 5.02 to
be exceeded.


 


9.04                         Exercise
of Option.  Subject to a
Participant’s right to withdraw in the manner provided in Section 10.01, a
Participant’s option for the purchase of shares of Stock will be exercised
automatically on the termination date of that Phase.  However, in no event shall a Participant be allowed to exercise
an option for more shares of Stock than can be purchased with the payroll
deductions accumulated by the Participant in his or her bookkeeping account
during such Phase, whether or not the accumulated payroll deductions are less
than the full percentage amount that such Participant anticipated he or she
would contribute at the beginning of such Phase.


 


9.05                         Delivery
of Shares.  As promptly as
practicable after the termination of any Phase, the Corporation’s transfer
agent or other authorized representative shall deliver to each Participant
herein certificates for that number of whole shares of Stock purchased upon the
exercise of the Participant’s option. 
The Corporation may, in its sole discretion, arrange with the
Corporation’s transfer agent or other authorized representative to establish,
at the direction of the Participant, individual securities accounts to which
will be credited that number of whole shares of Stock that are purchased with
the Participant’s accumulated payroll deductions pursuant to Section 9.04
above, such securities account to be subject to such terms and conditions as
may be imposed by the transfer agent or authorized representative.  Any accumulated payroll deductions remaining
after the exercise of the Participant’s option pursuant to Section 9.04 above
shall remain credited to the Participant’s bookkeeping account and applied to
the purchase of shares of Stock in the next succeeding Phase, unless the
Participant requests a withdrawal of such amount pursuant to Section 10.01.


 


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The shares of
the Corporation’s common stock to be delivered to a Participant pursuant to the
exercise of an option under Section 9.04 of the Plan will be registered in the
name of the Participant or, if the Participant so directs by written notice to
the Administrator prior to the termination date of the Phase, in the names of
the Participant and one other person the Participant may designate as his joint
tenant with rights of survivorship, to the extent permitted by law.


 


ARTICLE X - WITHDRAWAL OR

DISCONTINUATION OF PAYROLL WITHHOLDINGS


 


10.01                       Withdrawal.  A Participant may request a withdrawal of
all accumulated payroll deductions then credited to the Participant’s
bookkeeping account by completing a change of election form and filing such
form with the Administrator.  The
Participant’s request shall be effective as of the beginning of the next payroll
period immediately following the date that the Administrator receives the  Participant’s properly completed change of
election form.  As soon as
administratively feasible after the end of that Phase, all payroll deductions
credited to a bookkeeping account for the Participant will be paid to such
Participant and no further payroll deductions will be made during that Phase or
any future Phase unless the Participant completes a new Plan enrollment form as
provided in Section 8.02 above.  If the
Participant requests a withdrawal, the option granted to the Participant under
that Phase of the Plan shall immediately lapse and shall not be
exercisable.  Partial withdrawals of
payroll deductions are not permitted.


 


Notwithstanding
the foregoing, in order to be effective for a particular Phase, the Participant’s
request for withdrawal must be properly completed and received by the
Administrator on or before the date that is fifteen (15) days before the date
of the last paycheck during the Phase, or on or before such other date
established by the Administrator. Requests for withdrawal that are received
after that due date shall not be effective and no withdrawal shall be made,
unless otherwise determined by the Administrator.


 


10.02                       Discontinuation.  A Participant may also request that the
Administrator discontinue any further payroll deductions that would otherwise
be made during the remainder of the Phase by completing a change of election
form and filing such form with the Administrator on or before the date that is
fifteen (15) days before the date of the last paycheck during the phase, or on
or before such other date established by the Administrator.  The Participant’s request shall be effective
as of the beginning of the next payroll period immediately following the date
that the Administrator receives the Participant’s properly completed change of
election form.  Upon the effective date
of the Participant’s request, the Corporation will discontinue making payroll
deductions for such Participant for that Phase, and all future Phases, unless
the Participant completes another change of election form as provided above.


 


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ARTICLE XI - TERMINATION OF EMPLOYMENT


 


11.01                       If a Participant’s employment
terminates with the Corporation for any reason, voluntarily or involuntarily,
including by reason of retirement or death, the payroll deductions credited to
such Participant’s bookkeeping account for such Phase, if any, will be returned
to the Participant (or, in the case of death, to the  Participant’s estate) and any options granted to such Participant
under the Plan shall immediately lapse and shall not be exercisable.  The return of such payroll deductions shall
be made to the Participant (or to the Participant’s estate) as soon as
administratively practicable.  In the
event that such termination occurs near the end of a Phase and the Corporation
is unable to discontinue payroll deductions for such Participant for his or her
final paycheck(s), such deductions shall still be made but shall be returned to
the Participant (or his or her estate) as provided herein.  In no event shall the accumulated payroll
deductions be used to purchase any shares of Stock.


 


If the option
lapses as a result of the Participant’s death, any accumulated payroll
deductions credited to the Participant’s bookkeeping account will be paid to
the Participant’s estate.  In the event
a Participant dies after exercise of the Participant’s option but prior to
delivery of the Stock to be transferred pursuant to the exercise of the option
under Section 9.04 above, any such Stock and/or accumulated payroll deductions
remaining after such exercise shall be paid by the Corporation to the
Participant’s estate.


 


The Corporation will not be responsible for or be required to give
effect to the disposition of any cash or Stock or the exercise of any option in
accordance with any will or other testamentary disposition made by such
Participant or in accordance with the provisions of any law concerning
intestacy, or otherwise.  No person
shall, prior to the death of a Participant, acquire any interest in any Stock,
in any option or in the cash credited to the Participant’s bookkeeping account
during any Phase of the Plan.


 


11.02                       In the event that any Subsidiary
ceases to be a Subsidiary of the Corporation, the employees of such Subsidiary
shall be considered to have terminated their employment for purposes of Section
11.01 hereof as of the date the Subsidiary ceased to be a Subsidiary of the
Corporation.


 


ARTICLE XII - STOCK RESERVED FOR OPTIONS


 


12.01                       The maximum number of shares of
Stock which may be issued upon the exercise of options to be granted under the
Plan shall be Two Million (2,000,000) shares (as appropriately adjusted for
stock splits, stock dividends, combination of shares, reclassifications or
similar events as provided in Section 14.01), plus an annual increase,
beginning January 1, 2003, and each January 1st  thereafter so long as the Plan is in effect, equal to the number
of shares issued upon the exercise of options in the Phases ending on June 30th
and December 31st of the immediately preceding calendar year.  Such shares may be authorized but unissued
shares of the Corporation (or the number and kind of securities to which said
shares may be adjusted in accordance with Section 14.01 hereof).  Shares subject to the unexercised


 


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portion of any
lapsed or expired option may again be subject to option under the Plan.


 


12.02                       The Participant (or a joint
tenant named pursuant to Section 9.05 above) shall have no rights as a
shareholder with respect to any shares of Stock subject to the Participant’s
option until the date of the issuance of a stock certificate evidencing such
shares as provided in Section 9.05.  No
adjustment shall be made for dividends (ordinary or extraordinary, whether in
cash, securities or other property), distributions or other rights for which
the record date is prior to the date such stock certificate is actually issued,
except as otherwise provided in Section 14.01 hereof.


 


ARTICLE XIII - ACCOUNTING AND USE OF FUNDS


 


13.01                       Payroll
deductions for Participants shall be credited to bookkeeping accounts,
established by the Corporation for each such Participant under the Plan.  A Participant may not make any cash payments
into such account.  Such account shall
be solely for bookkeeping purposes and shall not require the Corporation to
establish any separate fund or trust hereunder.  All funds from payroll deductions received or held by the
Corporation under the Plan may be used, without limitation, for any corporate
purpose by the Corporation, which shall not be obligated to segregate such
funds from its other funds.


 


ARTICLE XIV - ADJUSTMENT PROVISION


 


14.01                       Subject to any required action
by the shareholders of the Corporation, in the event of an increase or decrease
in the number of outstanding shares of Stock or in the event the Stock is
changed into or exchanged for a different number or kind of shares of stock or
other securities of the Corporation or another corporation by reason of a reorganization,
merger, consolidation, divestiture (including a spin-off), liquidation,
recapitalization, reclassification, stock dividend, stock split, combination of
shares, rights offering or any other change in the corporate structure or
shares of the Corporation, the Board (or, if the Corporation is not the
surviving corporation in any such transaction, the board of directors of the
surviving corporation), in its sole discretion, shall adjust the number and
kind of securities subject to and reserved under the Plan and, to prevent the
dilution or enlargement of rights of those Eligible Employees to whom options
have been granted, shall adjust the number and kind of securities subject to
such outstanding options and, where applicable, the exercise price per share
for such securities.


 


In the event
of sale by the Corporation of substantially all of its assets and the
consequent discontinuance of its business, or in the event of a merger,
exchange, consolidation, reorganization, divestiture (including a spin-off),
liquidation, reclassification or extraordinary dividend (collectively referred
to as a “transaction”), after which the Corporation is not the surviving
corporation, the Board may, in its sole discretion, at the time of adoption of
the plan for such transaction, may provide for one or more of the following:


 


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(a)           The
acceleration of the exercisability of outstanding options granted at the
commencement of the Phase then in effect, to the extent of the accumulated
payroll deductions made as of the date of such acceleration pursuant to Article
8 hereof;


 


(b)           The
complete termination of this Plan and a refund of amounts credited to the
Participants’ bookkeeping accounts hereunder; or


 


(c)           The
continuance of the Plan only with respect to completion of the then current
Phase and the exercise of options thereunder. 
In the event of such continuance, Participants shall have the right to
exercise their options as to an equivalent number of shares of stock of the
corporation succeeding the Corporation by reason of such transaction.


 


In the event
of a transaction where the Corporation survives, then the Plan shall continue
in effect, unless the Board takes one or more of the actions set forth
above.  The grant of an option pursuant
to the Plan shall not limit in any way the right or power of the Corporation to
make adjustments, reclassifications, reorganizations or changes in its capital
or business structure or to merge, exchange or consolidate or to dissolve, liquidate,
sell or transfer all or any part of its business or assets.


 


ARTICLE XV - NONTRANSFERABILITY OF OPTIONS


 


15.01                       Options granted under any Phase
of the Plan shall not be transferable and shall be exercisable only by the
Participant during the Participant’s lifetime.


 


15.02                       Neither payroll deductions
granted to a Participant’s account, nor any rights with regard to the exercise
of an option or to receive Stock under any Phase of the Plan may be assigned,
transferred, pledged or otherwise disposed of in any way by the
Participant.  Any such attempted
assignment, transfer, pledge or other disposition shall be null and void and
without effect, except that the Corporation may, at its option, treat such act
as an election to withdraw in accordance with Section 10.01.


 


ARTICLE XVI - AMENDMENT AND TERMINATION


 


16.01                       The Plan may be terminated at
any time by the Board of Directors, provided that, except as permitted in
Section 14.01 hereof, no such termination shall take effect with respect to any
options then outstanding.  The Board
may, from time to time, amend the Plan as it may deem proper and in the best
interests of the Corporation or as may be necessary to comply with Code Section
423 or other applicable laws or regulations; provided, however, no such amendment
shall, without the consent of a Participant, materially adversely affect or
impair the right of a Participant with respect to any outstanding option; and
provided, further, that no such amendment


 


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shall, unless
the shareholders of the Corporation have approved the same, directly or
indirectly:


 


(a)           Increase
the total number of shares for which options may be granted under the Plan
(except as provided in Section 14.01 herein);


 


(b)           Modify
the group of Subsidiaries whose employees may be eligible to participate in the
Plan or materially modify any other requirements as to eligibility for
participation in the Plan; or


 


(c)           Materially
increase the benefits accruing to Participants under the Plan.


 


ARTICLE XVII - NOTICES


 


17.01                       All notices, forms, elections or
other communications in connection with the Plan or any Phase thereof shall be
in such form as specified by the Corporation or the Administrator from time to
time, and shall be deemed to have been duly given when received by the
Participant or his or her personal representative or by the Corporation or its
designated representative, as the case may be.


 


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