EXHIBIT
      10.1

    


     

    SMITH-MIDLAND
      CORPORATION

    2008
      STOCK OPTION PLAN

     

    ARTICLE
      1

     

    PURPOSE
      OF THE PLAN 

     

    The
      purpose of this Plan is to encourage and enable employees, members of the board,
      consultants, and advisors who are in a position to make contributions to the
      success of SMITH-MIDLAND CORPORATION and of its affiliated corporations upon
      whose judgment, initiative and efforts the Corporation depends for the
      successful conduct of its business, to acquire a closer identification of their
      interests with those of the Corporation by providing them with opportunities
      to
      purchase stock in the Corporation pursuant to Options granted hereunder, thereby
      stimulating their efforts on behalf of the Corporation and strengthening their
      desire to remain involved with the Corporation. 

     

     

    ARTICLE
      II

     

    DEFINITIONS
      

     

    2.1.
      “Affiliated Corporation” means any stock corporation of which a majority of the
      voting common or capital stock is owned directly or indirectly by the
      Corporation. 

     

    2.2.
      “Award” means an Option granted under Article V. 

     

    2.3.
      “Board” means the Board of Directors of the Corporation or, if one or more has
      been appointed, a Committee of the Board of Directors of the Corporation.


     

    2.4.
      “Code” means the Internal Revenue Code of 1986, as amended from time to time.


     

    2.5.
      “Committee” means a Committee of not less than two members of the Board
      appointed to the Board to administer the Plan who are disinterested persons
      as
      defined in Section 16b-3 of the Securities Exchange Act of 1934, as amended.
      

     

    2.6.
      “Corporation” means SMITH-MIDLAND CORPORATION, a Delaware corporation, or its
      successor. 

     

    2.7.
      “Employee” means any person who is a regular full-time or part-time employee of
      the Corporation or an Affiliated Corporation. 

     

    2.8.
      “Incentive Stock Option” (“ISO”) means an option, which qualifies as an
      incentive stock option as defined in Section 422 of the Code.

     

    2.9.
      “Non-Qualified Option” means any Option not intended to qualify as an Incentive
      Stock Option. 

     

    2.10.
      “Option” means an Incentive Stock Option or Non-Qualified Option granted by the
      Board under Article V of this Plan in the form of a right to purchase Stock
      evidenced by an instrument containing such provisions as the Board may
      establish. Except as otherwise expressly provided with respect to an Option
      grant, no Option granted pursuant to the Plan shall be an Incentive Stock
      Option. 

     

    2.11.
      “Participant” means a person selected by the Committee to receive an award under
      the Plan. 

     

    2.12.
      “Plan” means this 2008 Stock Option Plan.   

     

    2.13.
      “Reporting Person” means a person subject to Section 16 of the Securities
      Exchange Act of 1934, as amended, or any successor provision. 

     

    2.14.
      “Restricted Period” means the period of time selected by the Committee during
      which an award may be forfeited by the person. 

     

    2.15.
      “Stock” means the Common Stock, $.01 par value per share, of the Corporation or
      any successor, including any adjustments in the event of changes in capital
      structure of the type described in Article XI. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    ARTICLE
      III

     

    ADMINISTRATION
      OF THE PLAN 

     

    3.1.
      Administration by Board. This Plan shall be administered by the Board of
      Directors of the Corporation. The Board may, from time to time, delegate any
      of
      its functions under this plan to one or more Committees. All references in
      this
      Plan to the Board shall also include the Committee or Committees, if one or
      more
      have been appointed by the Board. From time to time the Board may increase
      the
      size of the Committee or Committees and appoint additional members thereto,
      remove members (with or without cause) and appoint new members in substitution
      therefore, fill vacancies however caused, or remove all members of the Committee
      or Committees and thereafter directly administer the Plan. No member of the
      Board or a Committee shall be liable for any action or determination made in
      good faith with respect to the Plan or any Options granted hereunder.


     

    3.2.
      If a
      Committee is appointed by the Board, a majority of the members of the Committee
      shall constitute a quorum, and all determinations of the Committee under the
      Plan may be made without notice or meeting of the Committee by a writing signed
      by all members of the Committee. The Board may delegate the power to select
      directors and officers to receive Awards under the Plan, and the timing, pricing
      and amount of such Awards to a Committee, all members of which shall be
“disinterested persons” within the meaning of Rule 16b-3 under that Act.


     

    3.3.
      Powers. The Board of Directors and/or any Committee shall have full and final
      authority to operate, manage and administer the Plan on behalf of the
      Corporation. This authority includes, but is not limited to: 

     

    3.3.a.
      The power to grant Awards conditionally or unconditionally, 

     

    3.3.b.
      The power to prescribe the form or forms of any instruments evidencing Awards
      granted under this Plan, 

     

    3.3.c.
      The power to interpret the Plan, 

     

    3.3.d.
      The power to provide regulations for the operation of the incentive features
      of
      the Plan, and otherwise to prescribe and rescind regulations for interpretation,
      management and administration of the Plan, 

     

    3.3.e.
      The power to delegate responsibility for Plan operation, management, and
      administration on such terms, consistent with the Plan, as the Board may
      establish, 

     

    3.3.f.
      The power to delegate to other persons the responsibility of performing
      ministerial acts in furtherance of the Plan’s purpose, and 

     

    3.3.g.
      The power to engage the services of persons, companies, or organizations in
      furtherance of the Plan’s purpose, including but not limited to, banks,
      insurance companies, brokerage firms and consultants. 

     

    3.4.
      Additional Powers. In addition, as to each Option to buy Stock of the
      Corporation, the Board shall have full and final authority in its discretion:
      (a) to determine the number of shares of Stock subject to each Option; (b)
      to
      determine the time or times at which Options will be granted; (c) to determine
      the Option price of the shares of Stock subject to each Option, which price
      shall be not less than the minimum price specified in Article V of this Plan;
      (d) to determine the time or times when each Option shall become exercisable
      and
      the duration of the exercise period (including the acceleration of any exercise
      period), which shall not exceed the maximum period specified in Article V;
      (e)
      to determine whether each Option granted shall be an Incentive Stock Option
      or a
      Non-qualified Option; and (f) to waive compliance by a Participant with any
      obligation to be performed by him under an Option, to waive any condition or
      provision of an Option, and to amend or cancel any Option (and if an Option
      is
      cancelled, to grant a new Option on such terms as the Board may specify), except
      that the Board may not take any action with respect to an outstanding Option
      that would adversely affect the rights of the Participant under such Option
      without such Participant’s consent. Nothing in the preceding sentence shall be
      construed as limiting the power of the Board to make adjustments required by
      Article XI. 

     

    3.5.
      In
      no event may the Corporation grant an Employee any Incentive Stock Option that
      is first exercisable during any one calendar year to the extent the aggregate
      fair market value of the Stock (determined at the time the Options are granted)
      exceed $100,000 (under all stock Option plans of the Corporation and any
      Affiliated Corporation); provided, however, that this paragraph shall have
      no
      force and effect if its inclusion in the Plan is not necessary for Incentive
      Stock Options issued under the Plan to qualify as such pursuant to Section
      422(d)(1) of the Code. 

     

     

    ARTICLE
      IV

     

    ELIGIBILITY
      

     

    4.1.
      Eligible Employees. All Employees (including members of the Board who are
      Employees) are eligible to be granted Incentive Stock Option and Non-Qualified
      Option Awards under this Plan. 

     

    4.2.
      Consultants, Directors and other Non-Employees. Any consultant, member of the
      Board (who is not an Employee) and any other Non-Employee is eligible to be
      granted Non-qualified Option Awards under the Plan, provided the person has
      not
      irrevocably elected to be ineligible to participate in the Plan. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    4.3.
      Relevant Factors. In selecting individual Employees, consultants, directors
      and
      non-Employees to who Awards shall be granted, the Board shall weigh such factors
      as are relevant to accomplish the purpose of the Plan as stated in Article
      I.


     

     

    ARTICLE
      V

     

    STOCK
      OPTION AWARDS 

     

    5.1.
      Number of Shares. Subject to the provisions of Article XI of this Plan, the
      aggregate number of shares of Stock for which Options may be granted under
      this
      Plan shall not exceed 500,000 shares. The shares to be delivered upon exercise
      of Options under this Plan shall be made available, at the discretion of the
      Board, either from authorized but unissued shares or from previously issued
      as
      reacquired shares of Stock held by the Corporation as treasury shares, including
      shares purchased in the open market. 

     

    5.2.
      Stock issuable upon exercise of an Option granted under the Plan may be subject
      to such restrictions on transfer, repurchase rights or other restrictions as
      shall be determined by the Board of Directors. 

     

    5.3.
      Effect of Expiration, Termination or Surrender. If an Option under this Plan
      shall expire or terminate unexercised as to any shares covered thereby, or
      shall
      cease for any reason to be exercisable in whole or in part, or if the
      Corporation shall reacquire any unvested shares issued pursuant to Options
      under
      the Plan, such shares shall thereafter be available for the granting of other
      Options under this Plan. 

     

    5.4.
      Term
      of Options. The full term of each Option granted hereunder shall be for such
      period as the Board shall determine. In the case of Incentive Stock Options
      granted hereunder, the term shall not exceed ten (10) years from the date of
      granting thereof. Each Option shall be subject to earlier termination as
      provided in Article VI. Notwithstanding the foregoing, Options intended to
      qualify as “Incentive Stock Options” may not be granted to any employee who at
      the time such Option is granted owns more than ten percent (10%) of the total
      combined voting power of all classes of stock of the Corporation unless such
      Option is not exercisable after the expiration of five (5) years from the date
      such Option is granted. 

     

    5.5.
      Option Price. The Option price shall be determined by the Board at the time
      any
      Option is granted. In the case of Incentive Stock Options, the exercise price
      shall not be less than 100% of the fair market value of the shares covered
      thereby at the time the Incentive Stock Option is granted (but in no event
      less
      than par value), provided that no Incentive Stock Option shall be granted
      hereunder to any Employee if at the time of grant the Employee, directly or
      indirectly, owns Stock possessing more than 10% of the combined voting power
      of
      all classes of stock, of the Corporation and its Affiliated Corporations unless
      the Incentive Stock Option price equals not less than 110% of the fair market
      value of the shares covered thereby at the time the Incentive Stock Option
      is
      granted. In the case of Non-Qualified Stock Options, the exercise price shall
      not be less than 50% of fair market value. 

     

    5.6.
      Fair
      Market Value. If, at the time an Option is granted under the Plan, the
      Corporation’s Stock is publicly traded, “fair market value” shall be determined
      as of the last business day for which the prices or quotes discussed in this
      sentence are available prior to the date such Option is granted and shall mean
      (i) the closing price (on that date) of the Stock on the principal national
      securities exchange (including NASDAQ) on which the Stock is traded, if the
      Stock is then traded on a national securities exchange (including NASDAQ);
      or
      (ii) the closing bid price (or average of bid prices) last quoted (on that
      date)
      by an established quotation service for over-the- counter securities, if the
      Stock is not traded on a national securities exchange (including NASDAQ).
      However, if the Stock is not publicly traded at the time an Option is granted
      under the Plan, “fair market value” shall be deemed to be the fair value of the
      Stock as determined by the Board after taking into consideration all factors
      which it deems appropriate, including, without limitation, recent sale and
      offer
      prices of the Stock in private transactions negotiated at arm’s length.


     

    5.7.
      Non-Transferability of Options. No Option granted under this Plan shall be
      transferable by the grantee otherwise than by will or the laws of descent and
      distribution, and such Option may be exercised during the grantee’s lifetime
      only by the grantee, or in the event of the grantee’s incapacity, by his or her
      guardian or legal representative acting in a fiduciary capacity on behalf of
      the
      grantee under state law.

     

    5.8.
      Foreign Nationals. Awards may be granted to Participants who are foreign
      nationals or employed outside the United States on such terms and conditions
      different from those specified. 

     

     

    ARTICLE
      VI

     

    EXERCISE
      OF OPTION 

     

    6.1.
      Exercise. Each Option granted under this Plan shall be exercisable on such
      date
      or dates and during such period and for such number of shares as shall be
      determined pursuant to the provisions of the instrument evidencing such Option.
      The Board shall have the right to accelerate the exercise date of any Incentive
      Stock Option granted if such acceleration would violate the annual vesting
      limitation contained Section 422(d)(1) of the Code. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    6.2.
      Notice of Exercise. A person electing to exercise an Option shall give written
      notice to the Corporation of such election and of the number of shares he or
      she
      has elected to purchase and shall at the time of exercise tender the full
      purchase price of the shares he or she has elected to purchase. The purchase
      price can be paid partly or completely in the shares of the Corporation’s stock
      valued at Fair Market Value as defined in Section 5.6 hereof, or by any such
      other lawful consideration as the Board may determine. Until such person has
      been issued a certificate or certificates for the shares so purchased and has
      fully paid the purchase price for such shares, he or she shall possess no rights
      of a record holder with respect to any of such shares. The Corporation may
      elect
      to receive payment for such shares by means of a promissory note, provided
      that
      no officer, director or holders of 5% or more of the Corporation’s outstanding
      Common Stock may exercise any stock Option and make payment for such shares
      by
      means of a promissory note.  

     

    6.3.
      Option Unaffected by Change in Duties. No Incentive Stock Option (and, unless
      otherwise determined by the Board of Directors, no Non-Qualified Option granted
      to a person who is, on the date of the grant, an Employee of the Corporation
      or
      an Affiliated Corporation) shall be affected by any change of duties or position
      of the grantee (including transfer to or from an Affiliated Corporation), so
      long as he or she continues to be an Employee. Employment shall be considered
      as
      continuing uninterrupted during any bona fide leave of absence (such as those
      attributable to illness, military obligations or governmental service) provided
      that the period of such leave does not exceed 90 days or, if longer, any period
      during which such grantee’s right to reemployment is guaranteed by statute. A
      bona fide leave of absence with the written approval of the Board shall not
      be
      considered an interruption of employment under the Plan, provided that such
      written approval contractually obligates the corporation or any Affiliated
      Corporation to continue the employment of the grantee after the approved period
      of absence. 

     

    6.4.
      If
      the grantee shall cease to be an Employee for any reason other than death,
      such
      Option shall thereafter be exercisable only to the extent of the purchase
      rights, if any, which have accrued as of the date of such cessation, provided
      that (i) the Board may provide in the instrument evidencing any Option that
      the
      Board may in its absolute discretion, upon any such cessation of employment,
      determine (but be under no obligation to determine) that such accrued purchase
      rights shall be deemed to include additional shares covered by such Option;
      and
      (ii) unless the Board shall otherwise provide in the instrument evidencing
      any
      Option, upon any such cessation of employment, such remaining rights to purchase
      shall in any event terminate upon the earlier of (A) the expiration of the
      original term of the Option; or (B) where such cessation of employment is on
      account of disability, the expiration of one year from the date of such
      cessation of employment and, otherwise, the expiration of three months from
      such
      date. For purposes of the Plan, the term “disability” shall mean “permanent and
      total disability” as defined in Section 22(e)(3) of the Code. 

     

    6.5.
      In
      the case of a Participant who is not an employee, provisions relating to the
      exercisability of an Option following termination of service shall be specified
      in the award. If not so specified, all Options held by such Participant shall
      terminate on termination of service to the Corporation. 

     

    6.6.
      Death of Grantee. Should an grantee die while in possession of the legal right
      to exercise an Option or Options under this Plan, such persons as shall have
      acquired, by will or by the laws of descent and distribution, the right to
      exercise any Options theretofore granted, may, unless otherwise provided by
      the
      Board in any instrument evidencing any Option, exercise such Options at any
      time
      prior to one year from the date of death; provided, that such Option or Options
      shall expire in all events no later than the last day of the original term
      of
      such Option; provided, further, that any such exercise shall be limited to
      the
      purchase rights which have accrued as of the date when the grantee ceased to
      be
      an Employee, whether by death or otherwise, unless the Board provides in the
      instrument evidencing such Option that, in the discretion of the Board,
      additional shares covered by such Option may become subject to purchase
      immediately upon the death of the grantee. 

     

     

    ARTICLE
      VII

     

    REPORT
      PERSON LIMITATIONS 

     

    To
      the
      extent required to qualify for the exemption provided by Rule 16b-3 under the
      Securities Exchange Act of 1934, as amended, and any successor provision, at
      least six months must elapse from the date of acquisition of an Option by a
      Reporting person to the date of disposition of such Option (other than upon
      exercise) or its underlying Common Stock. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    ARTICLE
      VIII

     

    TERMS
      AND CONDITIONS OF OPTIONS 

     

    Options
      shall be evidenced by instruments (which need not be identical) in such forms
      as
      the Board may from time to time approve. Such instruments shall conform the
      terms and conditions set forth in Articles V and VI hereof and may contain
      such
      other provisions as the Board deems advisable which are not inconsistent with
      the Plan, including restrictions applicable to shares of Stock issuable upon
      exercise of Options. In granting any Non-Qualified Option, the Board may specify
      that such Non-Qualified Option shall be subject to the restrictions set forth
      herein with respect to Incentive Stock Options, or to such other termination
      and
      cancellation provisions as the Board may determine. The Board may from time
      to
      time confer authority and responsibility on one or more of its own members
      and/or one or more officers of the Corporation to execute and deliver such
      instruments. The proper officers of the Corporation are authorized and directed
      to take any and all action necessary or advisable from time to time to carry
      out
      the terms of such instruments.

     

     

    ARTICLE
      IX

     

    BENEFIT
      PLANS 

     

    Awards
      under the Plan are discretionary and are not a part of regular salary. Neither
      the Plan, an Option, or any instrument evidencing an Option confers upon any
      Participant any right to continue as an employee of, or consultant or advisor
      to, the Corporation or an Affiliated Corporation or affect the right of the
      Corporation or any Affiliated Corporation to terminate them at any time. Except
      as specifically provided by the Board in any particular case, the loss of
      existing or potential profits granted under this Plan shall not constitute
      an
      element of damages in the event of termination of the relationship of a
      Participant even if the termination is in violation of an obligation of the
      Corporation to the Participant by contract or otherwise. 

     

     

    ARTICLE
      X

     

    AMENDMENT,
      SUSPENSION OR TERMINATION OF PLAN 

     

    10.1.
      The
      Board may suspend the Plan or any part thereof at any time or may terminate
      the
      Plan in its entirety. Awards shall not be granted after Plan termination. The
      Board may also amend the Plan from time to time, except that amendments which
      affect the following subjects must be approved by stockholders of the
      Corporation: 

     

    10.1.a.
      Except as provided in Article XI relative to capital changes, the number of
      shares as to which Options may be granted pursuant to Article V; 

     

    10.1.b.
      The maximum term of Options granted; 

     

    10.1.c.
      The minimum price at which Options may be granted; 

     

    10.1.d.
      The term of the Plan; and 

     

    10.1.e.
      The requirements as to eligibility for participation in the Plan. 

     

    10.2.
      Awards granted prior to suspension or termination of the Plan may not be
      cancelled solely because of such suspension or termination, except with the
      consent of the grantee of the Award. 

     

     

    ARTICLE
      XI

     

    CHANGES
      IN CAPITAL STRUCTURE 

     

    11.1.
      The
      instruments evidencing Options granted hereunder shall be subject to adjustment
      in the event of changes in the outstanding Stock of the Corporation by reason
      of
      Stock dividends, Stock splits, recapitalizations, reorganizations, merger,
      consolidations, combinations, exchanges or other relevant changes in
      capitalization occurring after the date of an Award to the same extent as would
      affect an actual share of Stock issued and outstanding on the effective date
      of
      such change, as determined by the Board. Such adjustment to outstanding Options
      shall be made without change in the total price applicable to the unexercised
      portion of such Options, and a corresponding adjustment in the applicable Option
      price per share shall be made. In the event of any such change, the aggregate
      number and classes of shares for which Options may thereafter be granted under
      Section 5.1 of this Plan may be appropriately adjusted as determined by the
      Board so as to reflect such change.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    11.2.
      Notwithstanding the foregoing, any adjustments made pursuant to this Article
      XI
      with respect to Incentive Stock Options shall be made only after the Board,
      after consulting with counsel for the Corporation, determines whether such
      adjustments would cause any adverse tax consequences for the holders of such
      Incentive Stock Options. If the Board determines that such adjustments made
      with
      respect to Incentive Stock Options would constitute a modification of such
      Incentive Stock Options, it may refrain from making such
      adjustments.

     

    11.3.
      In
      the event of the proposed dissolution or liquidation of the Corporation, each
      Option will terminate immediately prior to the consummation of such proposed
      action or at such other time and subject to such other conditions as the Board
      shall determine. Except as expressly provided herein, no issuance by the
      Corporation 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 Options.
      No adjustments shall be made for dividends paid in cash or in property other
      than securities of the Corporation.

     

    11.4.
      No
      fractional shares shall be issued under the Plan and the grantee shall receive
      from the Corporation cash in lieu of such fractional shares.

     

     

    ARTICLE
      XII

     

    EFFECTIVE
      DATE AND TERM OF THE PLAN 

     

    The
      Plan
      shall become effective on September 17, 2008. The Plan shall continue until
      such
      time as it may be terminated by action of the Board or the Committee; provided,
      however, that no Options may be granted under this Plan on or after the tenth
      anniversary of the effective date hereof.

     

     

    ARTICLE
      XIII

     

    CONVERSION
      OF INCENTIVE STOCK OPTIONS INTO NON-QUALIFIED OPTIONS; INCENTIVE STOCK OPTION
      TERMINATION 

     

    The
      Board, at the written request of any grantee, may in its discretion take such
      actions as may be necessary to convert such grantee’s Incentive Stock Options,
      that have not been exercised on the date of conversion into Non-Qualified
      Options at any time prior to the expiration of such Incentive Stock Options,
      regardless of whether the grantee is an employee of the Corporation or an
      Affiliated Corporation at the time of such conversion. Such actions may include,
      but not be limited to, extending the exercise period or reducing the exercise
      price of such Options. At the time of such conversion, the Board or the
      Committee (with the consent of the grantee) may impose such conditions on the
      exercise of the resulting Non-Qualified Options as the Board or the Committee
      in
      its discretion may determine, provided that such conditions shall not be
      inconsistent with the Plan. Nothing in the Plan shall be deemed to give any
      grantee the right to have such grantee’s Incentive Stock Options converted into
      Non-Qualified Options, and no such conversion shall occur until and unless
      the
      Board or the Committee takes appropriate action. The Board, with the grantee’s
      consent, may also terminate any portion of any Incentive Stock Option that
      has
      not been exercised at the time of such termination. 

     

     

    ARTICLE
      XIV

     

    APPLICATION
      OF FUNDS 

     

    The
      proceeds received by the Corporation from the sale of shares pursuant to Options
      granted under the Plan shall be used for general corporate purposes or such
      other purposes as determined by the Board.

     

     

    ARTICLE
      XV

     

    GOVERNMENTAL
      REGULATION 

     

    The
      Corporation’s obligation to sell and deliver shares of Stock under this Plan is
      subject to the approval of any governmental authority required in connection
      with the authorization, issuance or sale of such shares. 

     

     

    ARTICLE
      XVI

     

    WITHHOLDING
      OF ADDITIONAL INCOME TAXES 

     

    Upon
      the
      exercise of a Non-Qualified Option or the making of a Disqualifying Disposition
      (as defined in Article XVII) the Corporation, in accordance with the Code,
      may
      require the grantee to pay additional withholding taxes in respect of the amount
      that is considered compensation includible in such person’s gross income. The
      Board in its discretion may condition the exercise of an Option on the payment
      of such additional withholding. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    ARTICLE
      XVII

     

    NOTICE
      TO COMPANY OF DISQUALIFYING DISPOSITION 

     

    Each
      employee who receives an Incentive Stock Option must agree to notify the
      Corporation in writing immediately after the employee makes a Disqualifying
      Disposition of any Stock acquired pursuant to the exercise of an Incentive
      Stock
      Option. A Disqualifying Disposition is any disposition (including any sale)
      of
      such Stock before the later of (a) two years after the date the employee was
      granted the Incentive Stock Option or (b) one year after the date the employee
      acquired Stock by exercising the Incentive Stock Option. If the employee has
      died before such stock is sold, these holding period requirements to not apply
      and no Disqualifying Disposition can occur thereafter. 

     

     

    ARTICLE
      XVIII

     

    GOVERNING
      LAW; CONSTRUCTION 

     

    The
      validity and construction of the Plan and the instruments evidencing Options
      shall be governed by the laws of the State of Delaware (without regard to the
      conflict of law principles thereof). In construing this Plan, the singular
      shall
      include the plural and the masculine gender shall include the feminine and
      neuter, unless the context otherwise requires.