exv10w6






Exhibit
 10.6




AMERESCO, INC.




2000 Stock Incentive Plan 








 









 











AMERESCO, INC.


2000 Stock Incentive Plan





	1.	 	Purpose
	 
	 	 	The purpose of this 2000 Stock Incentive Plan (the “Plan”) of Ameresco, Inc., a
Delaware corporation (the “Company”), is to advance the interests of the Company’s
stockholders by enhancing the Company’s ability to attract, retain and motivate
persons who make (or are expected to make) important contributions to the Company by
providing such persons with equity ownership opportunities and performance-based
incentives and thereby better aligning the interests of such persons with those of
the Company’s stockholders. Except where the context otherwise requires, the term
“Company” shall include any of the Company’s present or future subsidiary
corporations as defined in Section 424(f) of the Internal Revenue Code of 1986, as
amended, and any regulations promulgated thereunder (the “Code”) and any other
business venture (including, without limitation, joint venture or limited liability
company) in which the Company has a significant interest, as determined by the Board
of Directors of the Company (the “Board”).
	 
	2.	 	Eligibility
	 
	 	 	All of the Company’s employees, officers, directors, consultants and advisors (and
any individuals who have accepted an offer for employment) are eligible to be
granted options, restricted stock awards, or other stock-based awards (each, an
“Award”) under the Plan. Each person who has been granted an Award under the Plan
shall be deemed a “Participant.”
	 
	3.	 	Administration, Delegation






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




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	 	 	 	when the common stock, $0.0001 par value per share, of the Company (the
“Common Stock”) is registered under the Securities Exchange Act of 1934 (the
“Exchange Act”), the Board shall appoint one such Committee of not less than
two members, each member of which shall be an “outside director” within the
meaning of Section 162(m) of the Code and a “non-employee director” as
defined in Rule 16b-3 promulgated under the Exchange Act. All references in
the Plan to the “Board” shall mean the Board or a Committee of the Board or
the executive officer referred to in Section 3(b) to the extent that the
Board’s powers or authority under the Plan have been delegated to such
Committee or executive officer.






	4.	 	Stock Available for Awards






	 	(a)	 	Number of Shares. Subject to adjustment under Section
8, Awards may be made under the Plan for up to 6,000,000 shares of Common
Stock. If any Award expires or is terminated, surrendered or canceled without
having been fully exercised or is forfeited in whole or in part or results in
any Common Stock not being issued, the unused Common Stock covered by such
Award shall again be available for the grant of Awards under the Plan, subject,
however, in the case of Incentive Stock Options (as hereinafter defined), to
any limitation required under the Code. Shares issued under the Plan may
consist in whole or in part of authorized but unissued shares or treasury shares.
	 
	 	(b)	 	Per-Participant Limit. Subject to adjustment under
Section 8, for Awards granted after the Common Stock is registered under the
Exchange Act, the maximum number of shares of Common Stock with respect to
which Awards may be granted to any Participant under the Plan shall be
1,000,000 per calendar year. The per-Participant limit described in this
Section 4(b) shall be construed and applied consistently with Section 162(m) of
the Code (“Section 162(m)”).






	5.	 	Stock Options






	 	(a)	 	General. The Board may grant options to purchase
Common Stock (each, an “Option”) and determine the number of shares of Common
Stock to be covered by each Option, the exercise price of each Option and the
conditions and limitations applicable to the exercise of each Option, including
conditions relating to applicable federal or state securities laws, as it
considers necessary or advisable. An Option which is not intended to be an
Incentive Stock Option (as hereinafter defined) shall be designated a
“Nonstatutory Stock Option.”
	 
	 	(b)	 	Incentive Stock Options. An Option that the Board
intends to be an “incentive stock option” as defined in Section 422 of the Code
(an “Incentive Stock Option”) shall only be granted to employees of the Company
and shall be subject to and shall be construed consistently with




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	 	 	 	the requirements of Section 422 of the Code. The Company shall have no
liability to a Participant, or any other party, if an Option (or any part
thereof) which is intended to be an Incentive Stock Option is not an
Incentive Stock Option.
	 
	 	(c)	 	Exercise Price. The Board shall establish the exercise
price at the time each Option is granted and specify it in the applicable
option agreement.
	 
	 	(d)	 	Duration of Options. Each Option shall be exercisable
at such times and subject to such terms and conditions as the Board may specify
in the applicable option agreement.
	 
	 	(e)	 	Exercise of Option. Options may be exercised by
delivery to the Company of a written notice of exercise signed by the proper
person or by any other form of notice (including electronic notice) approved by
the Board together with payment in full as specified in Section 5(f) for the
number of shares for which the Option is exercised.
	 
	 	(f)	 	Payment Upon Exercise. Common Stock purchased upon the
exercise of an Option granted under the Plan shall be paid for as follows:






	 	(1)	 	in cash or by check, payable to the order of
the Company;
	 
	 	(2)	 	except as the Board may, in its sole
discretion, otherwise provide in an option agreement, by (i) delivery
of an irrevocable and unconditional undertaking by a creditworthy
broker to deliver promptly to the Company sufficient funds to pay the
exercise price or (ii) delivery by the Participant to the Company of a
copy of irrevocable and unconditional instructions to a creditworthy
broker to deliver promptly to the Company cash or a check sufficient to
pay the exercise price and any required tax withholding;
	 
	 	(3)	 	when the Common Stock is registered under the
Exchange Act, by delivery of shares of Common Stock owned by the
Participant valued at their fair market value as determined by (or in a
manner approved by) the Board in good faith (“Fair Market Value”),
provided (i) such method of payment is then permitted under applicable
law and (ii) such Common Stock was owned by the Participant at least
six months prior to such delivery;
	 
	 	(4)	 	to the extent permitted by the Board, in its
sole discretion, by (i) delivery of a promissory note of the
Participant to the Company on terms determined by the Board, or (ii)
payment of such other lawful consideration as the Board may determine;
or
	 
	 	(5)	 	by any combination of the above permitted forms
of payment.




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






	6.	 	Restricted Stock






	 	(a)	 	Grants. The Board may grant Awards entitling
recipients to acquire shares of Common Stock, subject to the right of the
Company to repurchase all or part of such shares at their issue price or other
stated or formula price (or to require forfeiture of such shares if issued at
no cost) from the recipient in the event that conditions specified by the Board
in the applicable Award are not satisfied prior to the end of the applicable
restriction period or periods established by the Board for such Award (each, a
“Restricted Stock Award”).
	 
	 	(b)	 	Terms and Conditions. The Board shall determine the
terms and conditions of any such Restricted Stock Award, including the
conditions for repurchase (or forfeiture) and the issue price, if any. Any
stock certificates issued in respect of a Restricted Stock Award shall be
registered in the name of the Participant and, unless otherwise determined by
the Board, deposited by the Participant, together with a stock power endorsed
in blank, with the Company (or its designee). At the expiration of the
applicable restriction periods, the Company (or such designee) shall deliver
the certificates no longer subject to such restrictions to the Participant or
if the Participant has died, to the beneficiary designated, in a manner
determined by the Board, by a Participant to receive amounts due or exercise
rights of the Participant in the event of the Participant’s death (the
“Designated Beneficiary”). In the absence of an effective designation by a
Participant, Designated Beneficiary shall mean the Participant’s estate.






	7.	 	Other Stock-Based Awards
	 
	 	 	The Board shall have the right to grant other Awards based upon the Common Stock
having such terms and conditions as the Board may determine, including the grant of shares based upon certain conditions, the grant of securities convertible into
Common Stock and the grant of stock appreciation rights.
	 
	8.	 	Adjustments for Changes in Common Stock and Certain Other Events






	 	(a)	 	Changes in Capitalization. In the event of any stock
split, reverse stock split, stock dividend, recapitalization, combination of shares,




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	 	 	 	reclassification of shares, spin-off or other similar change in
capitalization or event, or any distribution to holders of Common Stock
other than a normal cash dividend, (i) the number and class of securities
available under this Plan, (ii) the per-Participant limit set forth in
Section 4(b), (iii) the number and class of securities and exercise price
per share subject to each outstanding Option, (iv) the repurchase price per
share subject to each outstanding Restricted Stock Award, and (v) the terms
of each other outstanding Award shall be appropriately adjusted by the
Company (or substituted Awards may be made, if applicable) to the extent the
Board shall determine, in good faith, that such an adjustment (or
substitution) is necessary and appropriate. If this Section 8(a) applies
and Section 8(c) also applies to any event, Section 8(c) shall be applicable
to such event, and this Section 8(a) shall not be applicable.
	 
	 	(b)	 	Liquidation or Dissolution. In the event of a proposed
liquidation or dissolution of the Company, the Board shall upon written notice
to the Participants provide that all then unexercised Options will (i) become
exercisable in full as of a specified time at least 10 business days prior to
the effective date of such liquidation or dissolution and (ii) terminate
effective upon such liquidation or dissolution, except to the extent exercised
before such effective date. The Board may specify the effect of a liquidation
or dissolution on any Restricted Stock Award or other Award granted under the
Plan at the time of the grant of such Award.
	 
	 	(c)	 	Recapitalization and Acquisition Events.






	 	(1)	 	Definitions.






	 	(a)	 	A “Recapitalization Event” shall
mean: (i) any merger or consolidation of the Company with or
into another entity as a result of which the Common Stock is
converted into or exchanged for the right to receive cash,
securities or other property, or (ii) any exchange of shares of
the Company for cash, securities or other property pursuant to a
statutory share exchange transaction.
	 
	 	(b)	 	An “Acquisition Event” shall
mean: (i) any merger or consolidation of the Company which
results in the voting securities of the Company outstanding
immediately prior thereto representing immediately thereafter
(either by remaining outstanding or by being converted into
voting securities of the surviving or acquiring entity (the
“Acquiror”)) less than a majority of the combined voting power
of the voting securities of the Company or the Acquiror
outstanding immediately after such merger or consolidation, (ii)
the sale of all or substantially all of the




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	 	 	 	assets of the Company or (iii) the sale of shares of capital
stock of the Company, in a single transaction or series of
related transactions, representing at least 80% of the voting
power of the outstanding securities of the Company.
	 
	 	(c)	 	“Cause” shall mean (i) the
willful and continued failure by an employee of the Company to
substantially perform his or her duties with the Company (other
than any such failure resulting from an employee’s incapacity
due to physical or mental illness or any such actual or
anticipated failure after the issuance of a notice of
termination by an employee for Good Reason as defined below),
provided that a written demand for substantial performance has
been delivered to such employee by the Company specifically
identifying the manner in which the Company believes that such
employee has not substantially performed his or her duties and
has not cured such failure within 30 days after such demand, or
(ii) such employee’s willfully engaging in conduct which is
demonstrably and materially injurious to the Company. For
purposes of this definition, no act or failure to act on the
employee’s part shall be deemed “willful” unless done or omitted
to be done by such employee not in good faith and without
reasonable belief that such action or omission was in the best
interest of the Company.
	 
	 	(d)	 	“Good Reason” shall mean that,
without an employee’s written consent, the occurrence after an
Acquisition Event of any of the following circumstances unless,
in the case of paragraphs (i), (ii) or (iv), such circumstances
are fully corrected prior to the date of termination specified
in any notification of termination given in respect thereof:






	 	(i)	 	any significant
diminution in the employee’s duties or responsibilities
as in effect immediately prior to the Acquisition Event;
	 
	 	(ii)	 	any reduction in
the employee’s annual base salary as in effect on the
date their employment by the Company or as the same may
be increased from time to time;
	 
	 	(iii)	 	the failure of
the Company to continue in effect any material
compensation or benefit plan in which such employee
participates immediately prior to the Acquisition Event,
unless an equitable arrangement (embodied in an ongoing
substitute or alternative





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	 	 	 	plan) has been made with respect to such plan, or the
failure by the Company to continue such employee’s
participation therein (or in such substitute or
alternative plan) on a basis not materially less
favorable, both in terms of the amount of benefits
provided and the level of such employee’s
participation relative to other participants, as
existed at the time of the Acquisition Event, or the
failure by the Company to award cash bonuses to its
executives in amounts substantially consistent with
past practice in light of the Company’s financial
performance;
	 
	 	(iv)	 	the failure by
the Company to continue to provide the employee with
benefits substantially similar to those enjoyed by such
employee under any of the Company’s life insurance,
medical, health and accident, or disability plans in
which such employee was participating at the time of the
Acquisition Event, the taking of any action by the
Company which would directly or indirectly substantially
reduce such benefits; and
	 
	 	(v)	 	any requirement
by the Company or of any person in control of the
Company that the location at which such employee perform
his or her principal duties for the Company be changed
to a new location outside a radius of 40 miles from the
location at which such employee performs his or her
principal duties for the Company at the time of the
Acquisition Event.






	 	(2)	 	Effect on Options.






	 	(a)	 	Recapitalization Event.
Upon the occurrence of a Recapitalization Event (regardless of
whether such event also constitutes an Acquisition Event), or
the execution by the Company of any agreement with respect to a
Recapitalization Event (regardless of whether such event will
result in an Acquisition Event), the Board shall provide that
all outstanding Options shall be assumed, or equivalent options
shall be substituted, by the acquiring or succeeding corporation
(or an affiliate thereof); provided that if such
Recapitalization Event also constitutes an Acquisition Event,
except to the extent specifically provided to the contrary in
the instrument evidencing any Option or any





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	 	 	 	other agreement between a Participant and the Company, and if
the Participant continues as an employee, consultant or
advisor of the acquiring or succeeding corporation (or
affiliate thereof) until the one-year anniversary of the date
of the Acquisition Event (“Acquisition Anniversary”), the
number of shares subject to the Option which would have then
vested and become exercisable had the last 24 months (or if
less than 24 months remained, such lesser period) of
scheduled vesting been accelerated shall vest and become
exercisable upon the Acquisition Anniversary, and the
remaining unvested shares shall continue to become vested in
accordance with the original vesting schedule set forth in
such Option. If the Participant was granted the Option as an
employee of the Company and his or her employment with the
Company is terminated by the Company without Cause prior to
the Acquisition Anniversary, or such Participant voluntarily
terminates his or her employment with the Company for Good
Reason prior to the Acquisition Anniversary, then the number of
shares subject to the Option which would have then vested
and become exercisable had the last 24 months (or if less
than 24 months remained, such lesser period) of scheduled
vesting been accelerated shall vest and become exercisable
immediately prior to such Participant’s termination date.
	 
	 	 	 	For purposes hereof, an Option shall be considered to be
assumed if, following consummation of the Recapitalization
Event, the Option confers the right to purchase, for each
share of Common Stock subject to the Option immediately prior
to the consummation of the Recapitalization Event, the
consideration (whether cash, securities or other property)
received as a result of the Recapitalization Event by holders
of Common Stock for each share of Common Stock held
immediately prior to the consummation of the Recapitalization
Event (and if holders were offered a choice of consideration,
the type of consideration chosen by the holders of a majority
of the outstanding shares of Common Stock); provided,
however, that if the consideration received as a
result of the Recapitalization Event is not solely common
stock of the acquiring or succeeding corporation (or an
affiliate thereof), the Company may, with the consent of the
acquiring or succeeding corporation, provide for the
consideration to be received upon the exercise of Options to
consist solely of common stock of the acquiring or succeeding
corporation (or an affiliate thereof) equivalent




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	 	 	 	in fair market value to the per share consideration received
by holders of outstanding shares of Common Stock as a result
of the Recapitalization Event.
	 
	 	(b)	 	Acquisition Event that is not
a Recapitalization Event. In the event of an Acquisition
Event that does not also constitute a Recapitalization Event,
except to the extent specifically provided to the contrary in
the instrument evidencing any Option or any other agreement
between a Participant and the Company, and if the Participant
continues as an employee, consultant or advisor of the acquiring
or succeeding corporation (or affiliate thereof) until the
Acquisition Anniversary, the number of shares subject to the
Option which would have then vested and become exercisable had
the last 24 months (or if less than 24 months remained, such
lesser period) of scheduled vesting been accelerated shall vest
and become exercisable upon the Acquisition Anniversary, and the
remaining unvested shares shall continue to become vested in
accordance with the original vesting schedule set forth in such
Option. If the Participant was granted the Option as an
employee of the Company and his or her employment with the
Company is terminated by the Company without Cause prior to the
Acquisition Anniversary or such Participant voluntarily
terminates his or her employment with the Company for Good
Reason prior to the Acquisition Anniversary, then the number of
shares subject to the Option which would have then vested and
become exercisable had the last 24 months (or if less than 24
months remained, such lesser period) of scheduled vesting been
accelerated shall vest and become exercisable immediately prior
to such Participant’s termination date.






	 	(3)	 	Effect on Restricted Stock Awards.






	 	(a)	 	Recapitalization Event that
is not an Acquisition Event. Upon the occurrence of a
Recapitalization Event that is not an Acquisition Event, the
repurchase and other rights of the Company under each
outstanding Restricted Stock Award shall inure to the benefit of
the Company’s successor and shall apply to the cash, securities
or other property which the Common Stock was converted into or
exchanged for pursuant to such Recapitalization Event in the
same manner and to the same extent as they applied to the Common
Stock subject to such Restricted Stock Award.




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	 	(b)	 	Acquisition Event. In
the event of an Acquisition Event (regardless of whether such
event also constitutes a Recapitalization Event), except to the
extent specifically provided to the contrary in the instrument
evidencing any Restricted Stock Award or any other agreement
between a Participant and the Company, and if the Participant
continues as an employee, consultant or advisor of the acquiring
or succeeding corporation (or affiliate thereof) until the
Acquisition Anniversary, then the vesting schedule of such
Restricted Stock Award shall be accelerated in part so that the
number of shares which would have become free from conditions or
restrictions had the last 24 months (or if less than 24 months
remained, such lesser period) of scheduled release from
conditions or restrictions been accelerated shall become free
from such conditions or restrictions, and the remaining
restricted shares shall continue to become free from conditions
or restrictions in accordance with the original schedule set
forth in such Restricted Stock Award. If the Participant was
granted the Restricted Stock Award as an employee of the Company
and his or her employment with the Company is terminated by the
Company without Cause prior to the Acquisition Anniversary or
such Participant voluntarily terminates his or her employment
with the Company for Good Reason prior to the Acquisition
Anniversary, then the vesting schedule of such Participant’s
Restricted Stock Award shall be accelerated in part so that the
number of shares that would have become free from conditions or
restrictions had the last 24 months (or if less than 24 months
remained, such lesser period) of scheduled release from
conditions or restrictions been accelerated shall become free
from such conditions or restrictions immediately prior to such
Participant’s termination date.






	 	(4)	 	Effect on Other Awards.






	 	(a)	 	Recapitalization Event that
is not an Acquisition Event. The Board shall specify the
effect of a Recapitalization Event that is not an Acquisition
Event on any other Award granted under the Plan at the time of
the grant of such Award.
	 
	 	(b)	 	Acquisition Event. In
the event of an Acquisition Event (regardless of whether such
event also constitutes a Recapitalization Event), except to the
extent specifically provided to the contrary in the instrument
evidencing any




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	 	 	 	Award or any other agreement between a Participant and the
Company, and the holder of such other Award continues as an
employee, consultant or advisor of the acquiring or
succeeding corporation (or affiliate thereof) until the
Acquisition Anniversary, then the vesting schedule of such
other Award shall be accelerated in part so that the number
of shares that would have become exercisable, realizable,
vested or free from conditions or restrictions had the last
24 months (or if less than 24 months remained, such lesser
period) of scheduled realization, vesting or release from
conditions or restrictions been accelerated shall become
exercisable, realizable, vested or free from conditions or
restrictions upon the Acquisition Anniversary, and the
remaining unvested shares shall continue to become
exercisable, realizable, vested or free from conditions or
restrictions in accordance with the original schedule set
forth in such Award. If the Participant was granted the
Award as an employee of the Company and his or her employment
with the Company is terminated by the Company without Cause
prior to the Acquisition Anniversary or such Participant
voluntarily terminates his or her employment with the Company
for Good Reason prior to the Acquisition Anniversary, then
the number of shares that would have become exercisable,
realizable, vested, or free from conditions or restrictions
had the last 24 months (or if less than 24 months remained,
such lesser period) of scheduled realization, vesting or
release from conditions or restrictions been accelerated
shall become exercisable, realizable, vested or free from
conditions or restrictions immediately prior to such
Participant’s termination date.






	9.	 	General Provisions Applicable to Awards






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





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	 	 	 	or a written confirming memorandum to the Participant from the Company.
Each Award may contain terms and conditions in addition to those set forth
in the Plan.
	 
	 	(c)	 	Board Discretion. Except as otherwise provided by the
Plan, each Award may be made alone or in addition or in relation to any other
Award. The terms of each Award need not be identical, and the Board need not
treat Participants uniformly.
	 
	 	(d)	 	Termination of Status. The Board shall determine the
effect on an Award of the disability, death, retirement, authorized leave of
absence or other change in the employment or other status of a Participant and
the extent to which, and the period during which, the Participant, the
Participant’s legal representative, conservator, guardian or Designated
Beneficiary may exercise rights under the Award.
	 
	 	(e)	 	Withholding. Each Participant shall pay to the
Company, or make provision satisfactory to the Board for payment of, any taxes
required by law to be withheld in connection with Awards to such Participant no
later than the date of the event creating the tax liability. Except as the
Board may otherwise provide in an Award, when the Common Stock is registered
under the Exchange Act, Participants may satisfy such tax obligations in whole
or in part by delivery of shares of Common Stock, including shares retained
from the Award creating the tax obligation, valued at their Fair Market Value;
provided, however, that the total tax withholding where stock is being used to
satisfy such tax obligations cannot exceed the Company’s minimum statutory
obligations (based on minimum statutory withholding rates for federal and state
tax purposes, including payroll taxes, that are applicable to such supplemental
taxable income). The Company may, to the extent permitted by law, deduct any
such tax obligations from any payment of any kind otherwise due to a
Participant.
	 
	 	(f)	 	Amendment of Award. The Board may amend, modify or
terminate any outstanding Award, including but not limited to, substituting
therefor another Award of the same or a different type, changing the date of
exercise or realization, and converting an Incentive Stock Option to a
Nonstatutory Stock Option, provided that the Participant’s consent to such
action shall be required unless the Board determines that the action, taking
into account any related action, would not materially and adversely affect the
Participant.
	 
	 	(g)	 	Conditions on Delivery of Stock. The Company will not
be obligated to deliver any shares of Common Stock pursuant to the Plan or to
remove restrictions from shares previously delivered under the Plan until (i)
all conditions of the Award have been met or removed to the satisfaction of




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	 	 	 	the Company, (ii) in the opinion of the Company’s counsel, all other legal
matters in connection with the issuance and delivery of such shares have
been satisfied, including any applicable securities laws and any applicable
stock exchange or stock market rules and regulations, and (iii) the
Participant has executed and delivered to the Company such representations
or agreements as the Company may consider appropriate to satisfy the
requirements of any applicable laws, rules or regulations.
	 
	 	(h)	 	Acceleration. The Board may at any time provide that
any Options shall become immediately exercisable in full or in part, that any
Restricted Stock Awards shall be free of restrictions in full or in part or
that any other Awards may become exercisable in full or in part or free of some
or all restrictions or conditions, or otherwise realizable in full or in part,
as the case may be.






	10.	 	Miscellaneous






	 	(a)	 	No Right To Employment or Other Status. No person
shall have any claim or right to be granted an Award, and the grant of an Award
shall not be construed as giving a Participant the right to continued
employment or any other relationship with the Company. The Company expressly
reserves the right at any time to dismiss or otherwise terminate its
relationship with a Participant free from any liability or claim under the
Plan, except as expressly provided in the applicable Award.
	 
	 	(b)	 	No Rights As Stockholder. Subject to the provisions of
the applicable Award, no Participant or Designated Beneficiary shall have any
rights as a stockholder with respect to any shares of Common Stock to be
distributed with respect to an Award until becoming the record holder of such shares. Notwithstanding the foregoing, in the event the Company effects a
split of the Common Stock by means of a stock dividend and the exercise price
of and the number of shares subject to an Option are adjusted as of the date of
the distribution of the dividend (rather than as of the record date for such
dividend), then an optionee who exercises an Option between the record date and
the distribution date for such stock dividend shall be entitled to receive, on
the distribution date, the stock dividend with respect to the shares of Common
Stock acquired upon such Option exercise, notwithstanding the fact that such shares were not outstanding as of the close of business on the record date for
such stock dividend.
	 
	 	(c)	 	Effective Date and Term of Plan. The Plan shall become
effective on the date on which it is adopted by the Board. No Awards shall be
granted under the Plan after the completion of ten years from the earlier of
(i) the date on which the Plan was adopted by the Board or (ii) the date the
Plan was approved by the Company’s stockholders, but Awards previously granted
may extend beyond that date.




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	 	(d)	 	Amendment of Plan. The Board may amend, suspend or
terminate the Plan or any portion thereof at any time.
	 
	 	(e)	 	Authorization of Sub-Plans. The Board may from time to
time establish one or more sub-plans under the Plan for purposes of satisfying
applicable blue sky, securities or tax laws of various jurisdictions. The
Board shall establish such sub-plans by adopting supplements to this Plan
containing (i) such limitations on the Board’s discretion under the Plan as the
Board deems necessary or desirable or (ii) such additional terms and conditions
not otherwise inconsistent with the Plan as the Board shall deem necessary or
desirable. All supplements adopted by the Board shall be deemed to be part of
the Plan, but each supplement shall apply only to Participants within the
affected jurisdiction and the Company shall not be required to provide copies
of any supplement to Participants in any jurisdiction which is not the subject
of such supplement.
	 
	 	(f)	 	Governing Law. The provisions of the Plan and all
Awards made hereunder shall be governed by and interpreted in accordance with
the laws of the State of Delaware, without regard to any applicable conflicts
of law.





	 	 	 
	 

	 	Adopted by the Board of Directors
	 

	 	on October 27, 2000







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