Unassociated Document


    

      BIOMETRX,
        INC.

      


      2005
        EQUITY INCENTIVE PLAN

      


      


      ARTICLE
        I
        - PLAN

      


      


      1.1
         PURPOSE.
        This
        Plan is a plan for key Employees (including officers and employee directors)
        and
        Consultants of the Company and its Affiliates and is intended to advance
        the
        best interests of the Company, its Affiliates, and its stockholders by providing
        those persons who have substantial responsibility for the management and
        growth
        of the Company and its Affiliates with additional incentives and an opportunity
        to obtain or increase their proprietary interest in the Company, thereby
        encouraging them to continue in the employ of the Company or any of its
        Affiliates.

      


      1.2
         RULE
        16B-3 PLAN.
        The
        Plan is intended to comply with all applicable conditions of Rule 16b-3 (and
        all
        subsequent revisions thereof) promulgated under the Securities Exchange Act
        of
        1934, as amended (the “1934 Act”). To the extent any provision of the Plan or
        action by the Board of Directors or Committee fails to so comply, it shall
        be
        deemed null and void, to the extent permitted by law and deemed advisable
        by the
        Committee. In addition, the Board of Directors may amend the Plan from time
        to
        time as it deems necessary in order to meet the requirements of any amendments
        to Rule 16b-3 without the consent of the shareholders of the
        Company.

      


      1.3
         EFFECTIVE
        DATE OF PLAN.
        The
        Plan shall be effective December 20, 2005 (the “Effective Date”), provided that
        within one year of the Effective Date, the Plan shall have been approved
        by at
        least a majority vote of stockholders. No Incentive Option, Nonqualified
        Option,
        Stock Appreciation Right, Restricted Stock Award or Performance Stock Award
        shall be granted pursuant to the Plan ten years after the Effective
        Date.

      


      


      ARTICLE
        II - DEFINITIONS

      


      The
        words
        and phrases defined in this Article shall have the meaning set out in these
        definitions throughout this Plan, unless the context in which any such word
        or
        phrase appears reasonably requires a broader, narrower, or different
        meaning.

      


      2.1 “AFFILIATE”
        means any parent corporation and any subsidiary corporation. The term “parent
        corporation” means any corporation (other than the Company) in an unbroken chain
        of corporations ending with the Company if, at the time of the action or
        transaction, each of the corporations other than the Company owns stock
        possessing 50% or more of the total combined voting power of all classes
        of
        stock in one of the other corporations in the chain. The term “subsidiary
        corporation” means any corporation (other than the Company) in an unbroken chain
        of corporations beginning with the Company if, at the time of the action
        or
        transaction, each of the corporations other than the last corporation in
        the
        unbroken chain owns stock possessing 50% or more of the total combined voting
        power of all classes of stock in one of the other corporations in the
        chain.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      2.2
         “AWARD”
        means each of the following granted under this Plan: Incentive Option,
        Nonqualified Option, Stock Appreciation Right, Restricted Stock Award or
        Performance Stock Award.

      


      2.3 “BONUS
        STOCK AWARD” means an Award of Bonus Stock.

      


      2.4
         “BOARD
        OF
        DIRECTORS” means the board of directors of the Company.

      


      2.5
         “CHANGE
        IN CONTROL” shall mean and include the following transactions or
        situations:

      


      (a)
         A
        sale,
        transfer, or other disposition by the Company through a single transaction
        or a
        series of transactions of securities of the Company representing thirty (30%)
        percent or more of the combined voting power of the Company’s then outstanding
        securities to any “Unrelated Person” or “Unrelated Persons” acting in concert
        with one another. For purposes of this definition, the term “Person” shall mean
        and include any individual, partnership, joint venture, association, trust
        corporation, or other entity (including a “group” as referred to in Section
        13(d)(3) of the 1934 Act). For purposes of this definition, the term “Unrelated
        Person” shall mean and include any Person other than the Company, a wholly-owned
        subsidiary of the Company, or an employee benefit plan of the Company; provided
        however, a sale to underwriters in connection with a public offering of the
        Company’s securities pursuant to a firm commitment shall not be a Change of
        Control.

       

      (b)
         A
        sale,
        transfer, or other disposition through a single transaction or a series of
        transactions of all or substantially all of the assets of the Company to
        an
        Unrelated Person or Unrelated Persons acting in concert with one
        another.

      


      (c)
         A
        change
        in the ownership of the Company through a single transaction or a series
        of
        transactions such that any Unrelated Person or Unrelated Persons acting in
        concert with one another become the “Beneficial Owner,” directly or indirectly,
        of securities of the Company representing at least thirty (30%) percent of
        the
        combined voting power of the Company’s then outstanding securities. For purposes
        of this definition, the term “Beneficial Owner” shall have the same meaning as
        given to that term in Rule 13d-3 promulgated under the 1934 Act, provided
        that
        any pledgee of voting securities is not deemed to be the Beneficial Owner
        thereof prior to its acquisition of voting rights with respect to such
        securities.

      


      (d)
         Any
        consolidation or merger of the Company with or into an Unrelated Person,
        unless
        immediately after the consolidation or merger the holders of the common stock
        of
        the Company immediately prior to the consolidation or merger are the beneficial
        owners of securities of the surviving corporation representing at least fifty
        (50%) percent of the combined voting power of the surviving corporation’s then
        outstanding securities.

      


      
        
           

        

        
           

          
            

          

        

        
           

        

         

      

      (e)
         During
        any period of two years, individuals who, at the beginning of such period,
        constituted the Board of Directors of the Company cease, for any reason,
        to
        constitute at least a majority thereof, unless the election or nomination
        for
        election of each new director was approved by the vote of at least two-thirds
        of
        the directors then still in office who were directors at the beginning of
        such
        period.

      


      (f)
         A
        change
        in control of the Company of a nature that would be required to be reported
        in
        response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under
        the
        1934 Act, or any successor regulation of similar importance, regardless of
        whether the Company is subject to such reporting requirement.

      


      2.6
         “CODE”
        means the Internal Revenue Code of 1986, as amended.

      


      2.7
         “COMMITTEE”
        means the Compensation Committee of the Board of Directors or such other
        committee designated by the Board of Directors. The Committee shall be comprised
        solely of at least two members who are both Disinterested Persons and Outside
        Directors or by the Board of Directors in its entirety.

      


      2.8
         “COMPANY”
        means bioMETRX, Inc.

      


      2.9
         “CONSULTANT”
        means any person, including an advisor, engaged by the Company or Affiliate
        to
        render services and who is compensated for such services.

      


      2.10
         “DISINTERESTED
        PERSON” means a “disinterested person” as that term is defined in Rule 16b-3
        under the 1934 Act.

      


      2.11
         “ELIGIBLE
        PERSONS” shall mean, with respect to the Plan, those persons who, at the time
        that an Award is granted, are (i) key personnel (including officers and
        directors) of the Company or Affiliate, or (ii) Consultants or independent
        contractors who provide valuable services to the Company or Affiliate as
        determined by the Committee.

      


      2.12
         “EMPLOYEE”
        means a person employed by the Company or any Affiliate to whom an Award
        is
        granted.

      


      2.13
         “FAIR
        MARKET VALUE” of the Stock as of any date means (a) the average of the high and
        low sale prices of the Stock on that date on the principal securities exchange
        on which the Stock is listed; or (b) if the Stock is not listed on a securities
        exchange, the average of the high and low sale prices of the Stock on that
        date
        as reported on the Nasdaq National Market System; or (c) if the Stock is
        not
        listed on the Nasdaq National Market System, the average of the high and
        low bid
        quotations for the Stock on that date as reported by the National Quotation
        Bureau Incorporated; or (d) if none of the foregoing is applicable, an amount
        at
        the election of the Committee equal to (x), the average between the closing
        bid
        and ask prices per share of Stock on the last preceding date on which those
        prices were reported or (y) that amount as determined by the Committee in
        good
        faith.

      


      
        
           

        

        
           

          
            

          

        

        
           

        

         

      

      2.14
         “INCENTIVE
        OPTION” means an option to purchase Stock granted under this Plan which is
        designated as an “Incentive Option” and satisfies the requirements of Section
        422 of the Code.

      


      2.15
         “NONQUALIFIED
        OPTION” means an option to purchase Stock granted under this Plan other than an
        Incentive Option.

      


      2.16
         “OPTION”
        means both an Incentive Option and a Nonqualified Option granted under this
        Plan
        to purchase shares of Stock.

      


      2.17
         “OPTION
        AGREEMENT” means the written agreement by and between the Company and an
        Eligible Person which sets out the terms of an Option.

      


      2.18
         “OUTSIDE
        DIRECTOR” means a member of the Board of Directors serving on the Committee who
        satisfies Section 162(m) of the Code.

      


      2.19
         “PLAN”
        means the bioMETRX, Inc. 2005 Equity Incentive Plan, as set out in this document
        and as it may be amended from time to time.

      


      2.20
         “PLAN
        YEAR” means the Company’s fiscal year.

      


      2.21
         “PERFORMANCE
        STOCK AWARD” means an award of shares of Stock to be issued to an Eligible
        Person if specified predetermined performance goals are satisfied as described
        in Article VII.

      


      2.22
         “RESTRICTED
        STOCK” means Stock awarded or purchased under a Restricted Stock Agreement
        entered into pursuant to this Plan, together with (i) all rights, warranties
        or
        similar items attached or accruing thereto or represented by the certificate
        representing the stock and (ii) any stock or securities into which or for
        which
        the stock is thereafter converted or exchanged. The terms and conditions
        of the
        Restricted Stock Agreement shall be determined by the Committee consistent
        with
        the terms of the Plan.

      


      2.23
         “RESTRICTED
        STOCK AGREEMENT” means an agreement between the Company or any Affiliate and the
        Eligible Person pursuant to which the Eligible Person receives a Restricted
        Stock Award subject to Article VI.

      


      2.24
         “RESTRICTED
        STOCK AWARD” means an Award of Restricted Stock.

      


      2.25
         “RESTRICTED
        STOCK PURCHASE PRICE” means the purchase price, if any, per share of Restricted
        Stock subject to an Award. The Restricted Stock Purchase Price shall be
        determined by the Committee. It may be greater than or less than the Fair
        Market
        Value of the Stock on the date of the Stock Award.

      


      2.26
         “STOCK”
        means the common stock of the Company, $.001 par value or, in the event that
        the
        outstanding shares of common stock are later changed into or exchanged for
        a
        different class of stock or securities of the Company or another corporation,
        that other stock or security.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      2.27
         “STOCK
        APPRECIATION RIGHT” and “SAR” means the right to receive the difference between
        the Fair Market Value of a share of Stock on the grant date and the Fair
        Market
        Value of the share of Stock on the exercise date.

      


      2.28
“10%
        STOCKHOLDER” means an individual who, at the time the Option is granted, owns
        Stock possessing more than 10% of the total combined voting power of all
        classes
        of stock of the Company or of any Affiliate. An individual shall be considered
        as owning the Stock owned, directly or indirectly, by or for his brothers
        and
        sisters (whether by the whole or half blood), spouse, ancestors, and lineal
        descendants; and Stock owned, directly or indirectly, by or for a corporation,
        partnership, estate, or trust, shall be considered as being owned
        proportionately by or for its stockholders, partners, or
        beneficiaries.

      


      ARTICLE
        III - ELIGIBILITY

      


      The
        individuals who shall be eligible to receive Awards shall be those Eligible
        Persons of the Company or any of its Affiliates as the Committee shall determine
        from time to time. However, no member of the Committee shall be eligible
        to
        receive any Award or to receive Stock, Options, Stock Appreciation Rights
        or any
        Performance Stock Award under any other plan of the Company or any of its
        Affiliates, if to do so would cause the individual not to be a Disinterested
        Person or Outside Director. The Board of Directors may designate one or more
        individuals who shall not be eligible to receive any Award under this Plan
        or
        under other similar plans of the Company.

       

      ARTICLE
        IV - GENERAL PROVISIONS RELATING TO AWARDS

      


      4.1
         AUTHORITY
        TO GRANT AWARDS.
        The
        Committee may grant to those Eligible Persons of the Company or any of its
        Affiliates as it shall from time to time determine, Awards under the terms
        and
        conditions of this Plan. Subject only to any applicable limitations set out
        in
        this Plan, the number of shares of Stock to be covered by any Award to be
        granted to an Eligible Person shall be determined by the Committee.

      


      4.2
         SHARES
        SUBJECT TO PLAN.
        The
        total number of shares of Stock set aside for Awards may be granted under
        the
        Plan shall be 5,000,000 shares. The shares may be treasury shares or authorized
        but unissued shares. The maximum number of shares subject to options or stock
        appreciation rights which may be issued to any eligible person under the
        plan
        during each plan year shall be determined by the Committee. The maximum number
        of shares subject to restricted stock awards which may be granted to any
        eligible person under the plan during each plan year shall be determined
        by the
        Committee. The maximum number of shares subject to performance stock awards
        which may be granted to any eligible person during each plan year shall be
        determined by the Committee. The number of shares stated in this Section
        4.2
        shall be subject to adjustment in accordance with the provisions of Section
        4.5.
        In the event that any outstanding Award shall expire or terminate for any
        reason
        or any Award is surrendered, the shares of Stock allocable to the unexercised
        portion of that Award may again be subject to an Award under the
        Plan.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

         

      

      4.3
         NON-TRANSFERABILITY.
        Awards
        shall not be transferable by the Eligible Person otherwise than by will or
        under
        the laws of descent and distribution, and shall be exercisable, during the
        Eligible Person’s lifetime, only by him. Restricted Stock shall be purchased by
        and/or become vested under a Restricted Stock Agreement during the Eligible
        Person’s lifetime, only by him. Any attempt to transfer an Award other than
        under the terms of the Plan and the Agreement shall terminate the Award and
        all
        rights of the Eligible Person to that Award.

      


      4.4
         REQUIREMENTS
        OF LAW.
        The
        Company shall not be required to sell or issue

      any
        Stock
        under any Award if issuing that Stock would constitute or result in a violation
        by the Eligible Person or the Company of any provision of any law, statute,
        or
        regulation of any governmental authority. Specifically, in connection with
        any
        applicable statute or regulation relating to the registration of securities,
        upon exercise of any Option or pursuant to any Award, the Company shall not
        be
        required to issue any Stock unless the Committee has received evidence
        satisfactory to it to the effect that the holder of that Option or Award
        will
        not transfer the Stock except in accordance with applicable law, including
        receipt of an opinion of counsel satisfactory to the Company to the effect
        that
        any proposed transfer complies with applicable law. The determination by
        the
        Committee on this matter shall be final, binding and conclusive. The Company
        may, but shall in no event be obligated to, register any Stock covered by
        this
        Plan pursuant to applicable securities laws of any country or any political
        subdivision. In the event the Stock issuable on exercise of an Option or
        pursuant to an Award is not registered, the Company may imprint on the
        certificate evidencing the Stock any legend that counsel for the Company
        considers necessary or advisable to comply with applicable law. The Company
        shall not be obligated to take any other affirmative action in order to cause
        the exercise of an Option or vesting under an Award, or the issuance of shares
        pursuant thereto, to comply with any law or regulation of any governmental
        authority.

      


      4.5
         CHANGES
        IN THE COMPANY’S CAPITAL STRUCTURE.

      


      (a)
         The
        existence of outstanding Options or Awards shall not affect in any way the
        right
        or power of the Company or its stockholders to make or authorize any or all
        adjustments, recapitalizations, reorganizations or other changes in the
        Company’s capital structure or its business, or any merger or consolidation of
        the Company, or any issue of bonds, debentures, preferred or prior preference
        stock ahead of or affecting the Stock or its rights, or the dissolution or
        liquidation of the Company, or any sale or transfer of all or any part of
        its
        assets or business, or any other corporate act or proceeding, whether of
        a
        similar character or otherwise. If the Company shall effect a subdivision
        or
        consolidation of shares or other capital readjustment, the payment of a Stock
        dividend, or other increase or reduction of the number of shares of the Stock
        outstanding, without receiving compensation for it in money, services or
        property, then (a) the number, class, and per share price of shares of Stock
        subject to outstanding Options under this Plan shall be appropriately adjusted
        in such a manner as to entitle an Eligible Person to receive upon exercise
        of an
        Option, for the same aggregate cash consideration, the equivalent total number
        and class of shares he would have received had he exercised his Option in
        full
        immediately prior to the event requiring the adjustment; and (b) the number
        and
        class of shares of Stock then reserved to be issued under the Plan shall
        be
        adjusted by substituting for the total number and class of shares of Stock
        then
        reserved, that number and class of shares of Stock that would have been received
        by the owner of an equal number of outstanding shares of each class of Stock
        as
        the result of the event requiring the adjustment.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      


      (b)
         If
        the
        Company is merged or consolidated with another corporation and the Company
        is
        not the surviving corporation, or if the Company is liquidated or sells or
        otherwise disposes of substantially all its assets while unexercised Options
        remain outstanding under this Plan:

      


      
        	 	 	
                (i)
                  

              	
                subject
                  to the provisions of clause (c) below, after the effective date
                  of the
                  merger, consolidation, liquidation, sale or other disposition,
                  as the case
                  may be, each holder of an outstanding Option shall be entitled,
                  upon
                  exercise of the Option, to receive, in lieu of shares of Stock,
                  the number
                  and class or classes of shares of stock or other securities or
                  property to
                  which the holder would have been entitled if, immediately prior
                  to the
                  merger, consolidation, liquidation, sale or other disposition,
                  the holder
                  had been the holder of record of a number of shares of Stock equal
                  to the
                  number of shares as to which the Option shall be so
                  exercised;

              


      

      


      
        	 	 	
                (ii)
                  

              	
                the
                  Board of Directors may waive any limitations set out in or imposed
                  under
                  this Plan so that all Options, from and after a date prior to the
                  effective date of the merger, consolidation, liquidation, sale
                  or other
                  disposition, as the case may be, specified by the Board of Directors,
                  shall be exercisable in full; and

              


      

      


      
        	 	 	
                (iii)
                  

              	
                all
                  outstanding Options may be canceled by the Board of Directors as
                  of the
                  effective date of any merger, consolidation, liquidation, sale
                  or other
                  disposition, if (i) notice of cancellation shall be given to each
                  holder
                  of an Option and (ii) each holder of an Option shall have the right
                  to
                  exercise that Option in full (without regard to any limitations
                  set out in
                  or imposed under this Plan or the Option Agreement granting that
                  Option)
                  during a period set by the Board of Directors preceding the effective
                  date
                  of the merger, consolidation, liquidation, sale or other disposition
                  and,
                  if in the event all outstanding Options may not be exercised in
                  full under
                  applicable securities laws without registration of the shares of
                  Stock
                  issuable on exercise of the Options, the Board of Directors may
                  limit the
                  exercise of the Options to the number of shares of Stock, if any,
                  as may
                  be issued without registration. The method of choosing which Options
                  may
                  be exercised, and the number of shares of Stock for which Options
                  may be
                  exercised, shall be solely within the discretion of the Board of
                  Directors.

              


      

      


      (c)
         After
        a
        merger of one or more corporations into the Company or after a consolidation
        of
        the Company and one or more corporations in which the Company shall be the
        surviving corporation, each Eligible Person shall be entitled to have his
        Restricted Stock and shares earned under a Performance Stock Award appropriately
        adjusted based on the manner the Stock was adjusted under the terms of the
        agreement of merger or consolidation.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      


      (d)
         In
        each
        situation described in this Section 4.5, the Committee will make similar
        adjustments, as appropriate, in outstanding Stock Appreciation
        Rights.

      


      (e)
         The
        issuance by the Company of shares of stock of any class, or securities
        convertible into shares of stock of any class, for cash or property, or for
        labor or services either upon direct sale or upon the exercise of rights
        or
        warrants to subscribe for them, or upon conversion of shares or obligations
        of
        the Company convertible into shares or other securities, shall not affect,
        and
        no adjustment by reason of such issuance shall be made with respect to, the
        number, class, or price of shares of Stock then subject to outstanding
        Awards.

      


      4.6
         ELECTION
        UNDER SECTION 83(B) OF THE CODE.
        No
        Employee shall exercise the election permitted under Section 83(b) of the
        Code
        without written approval of the Committee. Any Employee doing so shall forfeit
        all Awards issued to him under this Plan.

      


      


      ARTICLE
        V
        - OPTIONS AND STOCK APPRECIATION RIGHTS

      


      5.1
         TYPE
        OF OPTION.
        The
        Committee shall specify at the time of grant whether a given Option shall
        constitute an Incentive Option or a Nonqualified Option. Incentive Stock
        Options
        may only be granted to Employees.

      


      5.2
         OPTION
        PRICE.
        The
        price at which Stock may be purchased under an Incentive Option shall not
        be
        less than the greater of: (a) 100% of the Fair Market Value of the shares
        of
        Stock on the date the Option is granted or (b) the aggregate par value of
        the
        shares of Stock on the date the Option is granted. The Committee in its
        discretion may provide that the price at which shares of Stock may be purchased
        under an Incentive Option shall be more than 100% of Fair Market Value. In
        the
        case of any 10% Stockholder, the price at which shares of Stock may be purchased
        under an Incentive Option shall not be less than 110% of the Fair Market
        Value
        of the Stock on the date the Incentive Option is granted. The price at which
        shares of Stock may be purchased under a Nonqualified Option shall be such
        price
        as shall be determined by the Committee in its sole discretion but in no
        event
        lower than the par value of the shares of Stock on the date the Option is
        granted.

      


      5.3
         DURATION
        OF OPTIONS AND SARS.
        No
        Option or SAR shall be exercisable after the expiration of ten (10) years
        from
        the date the Option or SAR is granted. In the case of a 10% Stockholder,
        no
        Incentive Option shall be exercisable after the expiration of five years
        from
        the date the Incentive Option is granted.

      


      5.4
         AMOUNT
        EXERCISABLE -- INCENTIVE OPTIONS.
        Each
        Option may be exercised from time to time, in whole or in part, in the manner
        and subject to the conditions the Committee, in its sole discretion, may
        provide
        in the Option Agreement, as long as the Option is valid and outstanding,
        and
        further provided that no Option may be exercisable within six (6) months
        of the
        date of grant, unless otherwise stated in the Option Agreement. To the extent
        that the aggregate Fair Market Value (determined as of the time an Incentive
        Option is granted) of the Stock with respect to which Incentive Options first
        become exercisable by the optionee during any calendar year (under this Plan
        and
        any other incentive stock option plan(s) of the Company or any Affiliate)
        exceeds $100,000, the portion in excess of $100,000 of the Incentive Option
        shall be treated as a Nonqualified Option. In making this determination,
        Incentive Options shall be taken into account in the order in which they
        were
        granted.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      


      5.5
         EXERCISE
        OF OPTIONS.
        Each
        Option shall be exercised by the delivery of written notice to the Committee
        setting forth the number of shares of Stock with respect to which the Option
        is
        to be exercised, together with:

      


      (a)
         cash,
        certified check, bank draft, or postal or express money order payable to
        the
        order of the Company for an amount equal to the option price of the shares,
        

      


      (b)
         Stock
        at
        its Fair Market Value on the date of exercise, (if approved in advance by
        the
        Committee),

      


      (c) an
        election to make a cashless exercise through a registered broker-dealer (if
        approved in advance by the Committee),

      


      (d)
         an
        election to have shares of Stock, which otherwise would be issued on exercise,
        withheld in payment of the exercise price (if approved in advance by the
        Committee), and/or

      


      (e)
         any
        other
        form of payment which is acceptable to the Committee, including without
        limitation, payment in the form of a promissory note, and specifying the
        address
        to which the certificates for the shares are to be mailed.

      


      As
        promptly as practicable after receipt of written notification and payment,
        the
        Company shall deliver to the Eligible Person certificates for the number
        of
        shares with respect to which the Option has been exercised, issued in the
        Eligible Person’s name. If shares of Stock are used in payment, the aggregate
        Fair Market Value of the shares of Stock tendered must be equal to or less
        than
        the aggregate exercise price of the shares being purchased upon exercise
        of the
        Option, and any difference must be paid by cash, certified check, bank draft,
        or
        postal or express money order payable to the order of the Company. Delivery
        of
        the shares shall be deemed effected for all purposes when a stock transfer
        agent
        of the Company shall have deposited the certificates in the United States
        mail,
        addressed to the Eligible Person, at the address specified by the Eligible
        Person.

      


      Whenever
        an Option is exercised by exchanging shares of Stock owned by the Eligible
        Person, the Eligible Person shall deliver to the Company certificates registered
        in the name of the Eligible Person representing a number of shares of Stock
        legally and beneficially owned by the Eligible Person, free of all liens,
        claims, and encumbrances of every kind, accompanied by stock powers duly
        endorsed in blank by the record holder of the shares represented by the
        certificates (with signature guaranteed by a commercial bank or trust company
        or
        by a brokerage firm having a membership on a registered national stock
        exchange). The delivery of certificates upon the exercise of Options is subject
        to the condition that the person exercising the Option provide the Company
        with
        the information the Company might reasonably request pertaining to exercise,
        sale or other disposition.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      


      5.6
         STOCK
        APPRECIATION RIGHTS.
        All
        Eligible Persons shall be eligible to receive Stock Appreciation Rights.
        The
        Committee shall determine the SAR to be awarded from time to time to any
        Eligible Person. The grant of an SAR to be awarded from time to time shall
        neither entitle such person to, nor disqualify such person, from participation
        in any other grant of awards by the Company, whether under this Plan or any
        other plan of the Company. If granted as a stand-alone SAR Award, the terms
        of
        the Award shall be provided in a Stock Appreciation Rights
        Agreement.

      


      5.7
         STOCK
        APPRECIATION RIGHTS IN TANDEM WITH OPTIONS.
        Stock
        Appreciation Rights may, at the discretion of the Committee, be included
        in each
        Option granted under the Plan to permit the holder of an Option to surrender
        that Option, or a portion of the part which is then exercisable, and receive
        in
        exchange, upon the conditions and limitations set by the Committee, an amount
        equal to the excess of the Fair Market Value of the Stock covered by the
        Option,
        or the portion of it that was surrendered, determined as of the date of
        surrender, over the aggregate exercise price of the Stock. The payment may
        be
        made in shares of Stock valued at Fair Market Value, in cash, or partly in
        cash
        and partly in shares of Stock, as the Committee shall decide in its sole
        discretion. Stock Appreciation Rights may be exercised only when the Fair
        Market
        Value of the Stock covered by the Option surrendered exceeds the exercise
        price
        of the Stock. In the event of the surrender of an Option, or a portion of
        it, to
        exercise the Stock Appreciation Rights, the shares represented by the Option
        or
        that part of it which is surrendered, shall not be available for reissuance
        under the Plan. Each Stock Appreciation Right issued in tandem with an Option
        (a) will expire not later than the expiration of the underlying Option, (b)
        may
        be for no more than 100% of the difference between the exercise price of
        the
        underlying Option and the Fair Market Value of a share of Stock at the time
        the
        Stock Appreciation Right is exercised, (c) is transferable only when the
        underlying Option is transferable, and under the same conditions, and (d)
        may be
        exercised only when the underlying Option is eligible to be
        exercised.

      


      5.8
         CONDITIONS
        OF STOCK APPRECIATION RIGHTS.
        All
        Stock Appreciation Rights shall be subject to such terms, conditions,
        restrictions or limitations as the Committee deems appropriate, including
        by way
        of illustration but not by way of limitation, restrictions on transferability,
        requirement of continued employment, individual performance, financial
        performance of the Company or payment of any applicable employment or
        withholding taxes.

      


      5.9
         PAYMENT
        OF STOCK APPRECIATION RIGHTS.
        The
        amount of payment to which the Eligible Person who reserves an SAR shall
        be
        entitled upon the exercise of each SAR shall be equal to the amount, if any
        by
        which the Fair Market Value of the specified shares of Stock on the exercise
        date exceeds the Fair Market Value of the specified shares of Stock on the
        date
        of grant of the SAR. The SAR shall be paid in either cash or Stock, as
        determined in the discretion of the Committee as set forth in the SAR agreement.
        If the payment is in Stock, the number of shares to be paid shall be determined
        by dividing the amount of such payment by the Fair Market Value of Stock
        on the
        exercise date of such SAR.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      


      5.10
         EXERCISE
        ON TERMINATION OF EMPLOYMENT.
        Unless
        it is expressly provided otherwise in the Option or SAR agreement, Options
        and
        SAR granted to Employees shall terminate one day less than three months after
        severance of employment of the Employee from the Company and all Affiliates
        for
        any reason, with or without cause, other than death, retirement under the
        then
        established rules of the Company, or severance for disability. Whether
        authorized leave of absence or absence on military or government service
        shall
        constitute severance of the employment of the Employee shall be determined
        by
        the Committee at that time. 

      


      5.11
         DEATH.
        If,
        before the expiration of an Option or SAR, the Eligible Person, whether in
        the
        employ of the Company or after he has retired or was severed for disability,
        or
        otherwise dies, the Option or SAR shall continue until the earlier of the
        Option’s or SAR’s expiration date or one year following the date of his death,
        unless it is expressly provided otherwise in the Option or SAR agreement.
        After
        the death of the Eligible Person, his executors, administrators or any persons
        to whom his Option or SAR may be transferred by will or by the laws of descent
        and distribution shall have the right, at any time prior to the Option’s or
        SAR’s expiration or termination, whichever is earlier, to exercise it, to the
        extent to which he was entitled to exercise it immediately prior to his death,
        unless it is expressly provided otherwise in the Option or SAR’s
        agreement.

      


      5.12
         RETIREMENT.
        Unless
        it is expressly provided otherwise in the Option Agreement, before the
        expiration of an Incentive Option, the Employee shall be retired in good
        standing from the employ of the Company under the then established rules
        of the
        Company, the Incentive Option shall terminate on the earlier of the Option’s
        expiration date or one day less than one year after his retirement; provided,
        if
        an Incentive Option is not exercised within specified time limits prescribed
        by
        the Code, it will become a Nonqualified Option by operation of law. Unless
        it is
        expressly provided otherwise in the Option Agreement, if before the expiration
        of a Nonqualified Option, the Employee shall be retired in good standing
        from
        the employ of the Company under the then established rules of the Company,
        the
        Nonqualified Option shall terminate on the earlier of the Nonqualified Option’s
        expiration date or one day less than one year after his retirement. In the
        event
        of retirement, the Employee shall have the right prior to the termination
        of the
        Nonqualified Option to exercise the Nonqualified Option, to the extent to
        which
        he was entitled to exercise it immediately prior to his retirement, unless
        it is
        expressly provided otherwise in the Option Agreement. Upon retirement, an
        SAR
        shall continue to be exercisable for the remainder of the term of the SAR
        agreement.

      


      5.13
         DISABILITY.
        If,
        before the expiration of an Option or SAR, the Employee shall be severed
        from
        the employ of the Company for disability, the Option or SAR shall terminate
        on
        the earlier of the Option’s or SAR’s expiration date or one day less than one
        year after the date he was severed because of disability, unless it is expressly
        provided otherwise in the Option or SAR agreement. In the event that the
        Employee shall be severed from the employ of the Company for disability,
        the
        Employee shall have the right prior to the termination of the Option or SAR
        to
        exercise the Option, to the extent to which he was entitled to exercise it
        immediately prior to his retirement or severance of employment for disability,
        unless it is expressly provided otherwise in the Option Agreement.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      


      5.14
         SUBSTITUTION
        OPTIONS.
        Options
        may be granted under this Plan from time to time in substitution for stock
        options held by employees of other corporations who are about to become
        employees of or affiliated with the Company or any Affiliate as the result
        of a
        merger or consolidation of the employing corporation with the Company or
        any
        Affiliate, or the acquisition by the Company or any Affiliate of the assets
        of
        the employing corporation, or the acquisition by the Company or any Affiliate
        of
        stock of the employing corporation as the result of which it becomes an
        Affiliate of the Company. The terms and conditions of the substitute Options
        granted may vary from the terms and conditions set out in this Plan to the
        extent the Committee, at the time of grant, may deem appropriate to conform,
        in
        whole or in part, to the provisions of the stock options in substitution
        for
        which they are granted.

      


      5.15
         RELOAD
        OPTIONS.
        Without
        in any way limiting the authority of the Board of Directors or Committee
        to make
        or not to make grants of Options hereunder, the Board of Directors or Committee
        shall have the authority (but not an obligation) to include as part of any
        Option Agreement a provision entitling the Eligible Person to a further Option
        (a “Reload Option”) in the event the Eligible Person exercises the Option
        evidenced by the Option Agreement, in whole or in part, by surrendering other
        shares of Stock in accordance with this Plan and the terms and conditions
        of the
        Option Agreement. Any such Reload Option (a) shall be for a number of shares
        equal to the number of shares surrendered as part or all of the exercise
        price
        of such Option; (b) shall have an expiration date which is the greater of
        (i)
        the same expiration date of the Option the exercise of which gave rise to
        such
        Reload Option or (ii) one year from the date of grant of the Reload Option;
        and
        (c) shall have an exercise price which is equal to one hundred percent (100%)
        of
        the Fair Market Value of the Stock subject to the Reload Option on the date
        of
        exercise of the original Option. Notwithstanding the foregoing, a Reload
        Option
        which is an Incentive Option and which is granted to a 10% Stockholder, shall
        have an exercise price which is equal to one hundred ten percent (110%) of
        the
        Fair Market Value of the Stock subject to the Reload Option on the date of
        exercise of the original Option and shall have a term which is no longer
        than
        five (5) years.

      


      Any
        such
        Reload Option may be an Incentive Option or a Nonqualified Option, as the
        Board
        of Directors or Committee may designate at the time of the grant of the original
        Option; provided, however, that the designation of any Reload Option as an
        Incentive Option shall be subject to the one hundred thousand dollar ($100,000)
        annual limitation on exercisability of Incentive Stock Options described
        in the
        Plan and in Section 422(d) of the Code. There shall be no Reload Options
        on a
        Reload Option. Any such Reload Option shall be subject to the availability
        of
        sufficient shares under Section 4.2 herein and shall be subject to such other
        terms and conditions as the Board of Directors or Committee may determine
        which
        are not inconsistent with the express provisions of the Plan regarding the
        terms
        of Options.

      


      5.16
         NO
        RIGHTS AS STOCKHOLDER.
        No
        Eligible Person shall have any rights as a stockholder with respect to Stock
        covered by his Option until the date a stock certificate is issued for the
        Stock.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      


      

        ARTICLE
          VI - RESTRICTED STOCK AWARDS



      6.1
         RESTRICTED
        STOCK AWARDS.
        The
        Committee may issue shares of Stock to an Eligible Person subject to the
        terms
        of a Restricted Stock Agreement. The Restricted Stock may be issued for no
        payment by the Eligible Person or for a payment below the Fair Market Value
        on
        the date of grant. Restricted Stock shall be subject to restrictions as to
        sale,
        transfer, alienation, pledge or other encumbrance and generally will be subject
        to vesting over a period of time specified in the Restricted Stock Agreement.
        The Committee shall determine the period of vesting, the number of shares,
        the
        price, if any, of Stock included in a Restricted Stock Award, and the other
        terms and provisions which are included in a Restricted Stock
        Agreement.

      


      6.2
         RESTRICTIONS.
        Restricted Stock shall be subject to the terms and conditions as determined
        by
        the Committee, including without limitation, any or all of the
        following:

      


      (a)
         a
        prohibition against the sale, transfer, alienation, pledge or other encumbrance
        of the shares of Restricted Stock, such prohibition to lapse (i) at such
        time or
        times as the Committee shall determine (whether in annual or more frequent
        installments, at the time of the death, disability or retirement of the holder
        of such shares, or otherwise);

      


      (b)
         a
        requirement that the holder of shares of Restricted Stock forfeit, or in
        the
        case of shares sold to an Eligible Person, resell back to the Company at
        his
        cost, all or a part of such shares in the event of termination of the Eligible
        Person’s employment during any period in which the shares remain subject to
        restrictions;

      


      (c)
         a
        prohibition against employment of the holder of Restricted Stock by any
        competitor of the Company or its Affiliates, or against such holder’s
        dissemination of any secret or confidential information belonging to the
        Company
        or an Affiliate;

      


      (d)
         unless
        stated otherwise in the Restricted Stock Agreement,

      


      
        	 	 	
                (i)
                  

              	
                if
                  restrictions remain at the time of severance of employment with
                  the
                  Company and all Affiliates, other than for reason of disability
                  or death,
                  the Restricted Stock shall be forfeited;
                  and

              


      

      


      
        	 	 	
                (ii)
                  

              	
                if
                  severance of employment is by reason of disability or death, the
                  restrictions on the shares shall lapse and the Eligible Person
                  or his
                  heirs or estate shall be 100% vested in the shares subject to the
                  Restricted Stock Agreement.

              


      

      


      6.3
         STOCK
        CERTIFICATE.
        Shares
        of Restricted Stock shall be registered in the name of the Eligible Person
        receiving the Restricted Stock Award and deposited, together with a stock
        power
        endorsed in blank, with the Company. Each such certificate shall bear a legend
        in substantially the following form:

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      


      
      

      “The
        transferability of this certificate and the shares of Stock represented by
        it is
        restricted by and subject to the terms and conditions (including conditions
        of
        forfeiture) contained in the bioMETRX, Inc. 2005 Equity Incentive Plan, and
        an
        agreement entered into between the registered owner and the Company. A copy
        of
        the Plan and agreement is on file in the office of the Secretary of the
        Company.”

      


      6.4
         RIGHTS
        AS STOCKHOLDER.
        Subject
        to the terms and conditions of the Plan, each Eligible Person receiving a
        certificate for Restricted Stock shall have all the rights of a stockholder
        with
        respect to the shares of Stock included in the Restricted Stock Award during
        any
        period in which such shares are subject to forfeiture and restrictions on
        transfer, including without limitation, the right to vote such shares. Dividends
        paid with respect to shares of Restricted Stock in cash or property other
        than
        Stock in the Company or rights to acquire stock in the Company shall be paid
        to
        the Eligible Person currently. Dividends paid in Stock in the Company or
        rights
        to acquire Stock in the Company shall be added to and become a part of the
        Restricted Stock.

      


      6.5
         LAPSE
        OF RESTRICTIONS.
        At the
        end of the time period during which any shares of Restricted Stock are subject
        to forfeiture and restrictions on sale, transfer, alienation, pledge, or
        other
        encumbrance, such shares shall vest and will be delivered in a certificate,
        free
        of all restrictions, to the Eligible Person or to the Eligible Person’s legal
        representative, beneficiary or heir; provided the certificate shall bear
        such
        legend, if any, as the Committee determines is reasonably required by applicable
        law. By accepting a Stock Award and executing a Restricted Stock Agreement,
        the
        Eligible Person agrees to remit when due any federal and state income and
        employment taxes required to be withheld.

      


      6.6
         RESTRICTION
        PERIOD.
        No
        Restricted Stock Award may provide for restrictions continuing beyond ten
        (10)
        years from the date of grant.

      


      


      ARTICLE
        VII - PERFORMANCE STOCK AWARDS

      


      7.1
         AWARD
        OF PERFORMANCE STOCK.
        The
        Committee may award shares of Stock, without any payment for such shares,
        to
        designated Eligible Persons if specified performance goals established by
        the
        Committee are satisfied. The terms and provisions herein relating to these
        performance based awards are intended to satisfy Section 162(m) of the Code
        and
        regulations issued thereunder. The designation of an employee eligible for
        a
        specific Performance Stock Award shall be made by the Committee in writing
        prior
        to the beginning of the period for which the performance is measured (or
        within
        such period as permitted by IRS regulations). The Committee shall establish
        the
        maximum number of shares of Stock to be issued to a designated Employee if
        the
        performance goal or goals are met. The Committee reserves the right to make
        downward adjustments in the maximum amount of an Award if in its discretion
        unforeseen events make such adjustment appropriate.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      


      7.2
         PERFORMANCE
        GOALS.
        Performance goals determined by the Committee may be based on specified
        increases in cash flow, net profits, Stock price, Company, segment or Affiliate
        sales, market share, earnings per share, return on assets, and/or return
        on
        stockholders’ equity.

      


      7.3
         ELIGIBILITY.
        The
        employees eligible for Performance Stock Awards are the senior officers (i.e.,
        chief executive officer, president, vice presidents, secretary, treasurer,
        and
        similar positions) of the Company and its Affiliates, and such other employees
        of the Company and its Affiliates as may be designated by the
        Committee.

      


      7.4
         CERTIFICATE
        OF PERFORMANCE.
        The
        Committee must certify in writing that a performance goal has been attained
        prior to issuance of any certificate for a Performance Stock Award to any
        Employee. If the Committee certifies the entitlement of an Employee to the
        Performance Stock Award, the certificate will be issued to the Employee as
        soon
        as administratively practicable, and subject to other applicable provisions
        of
        the Plan, including but not limited to, all legal requirements and tax
        withholding. However, payment may be made in shares of Stock, in cash, or
        partly
        in cash and partly in shares of Stock, as the Committee shall decide in its
        sole
        discretion. If a cash payment is made in lieu of shares of Stock, the number
        of
        shares represented by such payment shall not be available for subsequent
        issuance under this Plan.

      


      ARTICLE
        VII - BONUS STOCK AWARDS

      


      8.1 AWARD
        OF BONUS STOCK.
        The
        committee may award shares of Stock to Eligible Persons, without any payment
        for
        such shares and without any specified performance goals. The Committee reserves
        the right to issue such amount of shares to Eligible Persons as the Committee
        deems fit.

      


      8.2 ELIGIBILITY.
        The
        Employees eligible for Bonus Stock Awards are the senior officers (i.e.,
        chief
        executive officer, chief operating officer, chief financial officer, president,
        vice presidents, secretary, treasurer, and similar positions) and consultants
        of
        the Company and its Affiliates, and such other employees of the Company and
        its
        Affiliates as may be designated by the Committee.

      


      


      ARTICLE
        IX - ADMINISTRATION

      


      The
        Plan
        shall be administered by the Committee. All questions of interpretation and
        application of the Plan and Awards shall be subject to the determination
        of the
        Committee. A majority of the members of the Committee shall constitute a
        quorum.
        All determinations of the Committee shall be made by a majority of its members.
        Any decision or determination reduced to writing and signed by a majority
        of the
        members shall be as effective as if it had been made by a majority vote at
        a
        meeting properly called and held. This Plan shall be administered in such
        a
        manner as to permit the Options which are designated to be Incentive Options
        to
        qualify as Incentive Options. In carrying out its authority under this Plan,
        the
        Committee shall have full and final authority and discretion, including but
        not
        limited to the following rights, powers and authorities, to:

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      


      (a)
         determine
        the Eligible Persons to whom and the time or times at which Options or Awards
        will be made,

      


      (b)
         determine
        the number of shares and the purchase price of Stock covered in each Option
        or
        Award, subject to the terms of the Plan,

      


      (c)
         determine
        the terms, provisions and conditions of each Option and Award, which need
        not be
        identical,

      


      (d)
         accelerate
        the time at which any outstanding Option or SAR may be exercised, or Restricted
        Stock Award will vest,

      


      (e)
         define
        the effect, if any, on an Option or Award of the death, disability, retirement,
        or termination of employment of the Employee,

      


      (f)
         prescribe,
        amend and rescind rules and regulations relating to administration of the
        Plan,
        and

      


      (g)
         make
        all
        other determinations and take all other actions deemed necessary, appropriate,
        or advisable for the proper administration of this Plan.

      


      The
        actions of the Committee in exercising all of the rights, powers, and
        authorities set out in this Article and all other Articles of this Plan,
        when
        performed in good faith and in its sole judgment, shall be final, conclusive
        and
        binding on all parties.

       

      ARTICLE
        X
        - AMENDMENT OR TERMINATION OF PLAN

      


      The
        Board
        of Directors of the Company may amend, terminate or suspend this Plan at
        any
        time, in its sole and absolute discretion; provided, however, that to the
        extent
        required to qualify this Plan under Rule 16b-3 promulgated under Section
        16 of
        the Securities Exchange Act of 1934, as amended, no amendment that would
        (a)
        materially increase the number of shares of Stock that may be issued under
        this
        Plan, (b) materially modify the requirements as to eligibility for participation
        in this Plan, or (c) otherwise materially increase the benefits accruing
        to
        participants under this Plan, shall be made without the approval of the
        Company’s stockholders; provided further, however, that to the extent required
        to maintain the status of any Incentive Option under the Code, no amendment
        that
        would (a) change the aggregate number of shares of Stock which may be issued
        under Incentive Options, (b) change the class of employees eligible to receive
        Incentive Options, or (c) decrease the Option price for Incentive Options
        below
        the Fair Market Value of the Stock at the time it is granted, shall be made
        without the approval of the Company’s stockholders. Subject to the preceding
        sentence, the Board of Directors shall have the power to make any changes
        in the
        Plan and in the regulations and administrative provisions under it or in
        any
        outstanding Incentive Option as in the opinion of counsel for the Company
        may be
        necessary or appropriate from time to time to enable any Incentive Option
        granted under this Plan to continue to qualify as an incentive stock option
        or
        such other stock option as may be defined under the Code so as to receive
        preferential federal income tax treatment. 

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      


      ARTICLE
        XI - MISCELLANEOUS

      


      11.1
         NO
        ESTABLISHMENT OF A TRUST FUND.
        No
        property shall be set aside nor shall a trust fund of any kind be established
        to
        secure the rights of any Eligible Person under this Plan. All Eligible Persons
        shall at all times rely solely upon the general credit of the Company for
        the
        payment of any benefit which becomes payable under this Plan.

      


      11.2
         NO
        EMPLOYMENT OBLIGATION.
        The
        granting of any Option or Award shall not constitute an employment contract,
        express or implied, nor impose upon the Company or any Affiliate any obligation
        to employ or continue to employ any Eligible Person. The right of the Company
        or
        any Affiliate to terminate the employment of any person shall not be diminished
        or affected by reason of the fact that an Option or Award has been granted
        to
        him.

      


      11.3
         FORFEITURE.
        Notwithstanding any other provisions of this Plan, if the Committee finds
        by a
        majority vote after full consideration of the facts that an Eligible Person,
        before or after termination of his employment with the Company or an Affiliate
        for any reason (a) committed or engaged in fraud, embezzlement, theft,
        commission of a felony, or proven dishonesty in the course of his employment
        by
        the Company or an Affiliate, which conduct damaged the Company or Affiliate,
        or
        disclosed trade secrets of the Company or an Affiliate, or (b) participated,
        engaged in or had a material, financial or other interest, whether as an
        employee, officer, director, consultant, contractor, stockholder, owner,
        or
        otherwise, in any commercial endeavor in the United States which is competitive
        with the business of the Company or an Affiliate without the written consent
        of
        the Company or Affiliate, the Eligible Person shall forfeit all outstanding
        Options and all outstanding Awards, and including all exercised Options and
        other situations pursuant to which the Company has not yet delivered a stock
        certificate. Clause (b) shall not be deemed to have been violated solely
        by
        reason of the Eligible Person’s ownership of stock or securities of any publicly
        owned corporation, if that ownership does not result in effective control
        of the
        corporation.

      


      The
        decision of the Committee as to the cause of an Employee’s discharge, the damage
        done to the Company or an Affiliate, and the extent of an Eligible Person’s
        competitive activity shall be final. No decision of the Committee, however,
        shall affect the finality of the discharge of the Employee by the Company
        or an
        Affiliate in any manner.

      


      11.4
         TAX
        WITHHOLDING.
        The
        Company or any Affiliate shall be entitled to deduct from other compensation
        payable to each Eligible Person any sums required by federal, state, or local
        tax law to be withheld with respect to the grant or exercise of an Option
        or
        SAR, lapse of restrictions on Restricted Stock, or award of Performance Stock.
        In the alternative, the Company may require the Eligible Person (or other
        person
        exercising the Option, SAR or receiving the Stock) to pay the sum directly
        to
        the employer corporation. If the Eligible Person (or other person exercising
        the
        Option or SAR or receiving the Stock) is required to pay the sum directly,
        payment in cash or by check of such sums for taxes shall be delivered within
        10
        days after the date of exercise or lapse of restrictions. The Company shall
        have
        no obligation upon exercise of any Option or lapse of restrictions on Stock
        until payment has been received, unless withholding (or offset against a
        cash
        payment) as of or prior to the date of exercise or lapse of restrictions
        is
        sufficient to cover all sums due with respect to that exercise. The Company
        and
        its Affiliates shall not be obligated to advise an Eligible Person of the
        existence of the tax or the amount which the employer corporation will be
        required to withhold.

      


      
        
           

        

        
           

          
            

          

        

        
           

        

         

      

      11.5
         WRITTEN
        AGREEMENT.
        Each
        Option and Award shall be embodied in a written agreement which shall be
        subject
        to the terms and conditions of this Plan and shall be signed by the Eligible
        Person and by a member of the Committee on behalf of the Committee and the
        Company or an executive officer of the Company, other than the Eligible Person,
        on behalf of the Company. The agreement may contain any other provisions
        that
        the Committee in its discretion shall deem advisable which are not inconsistent
        with the terms of this Plan.

      


      11.6
         INDEMNIFICATION
        OF THE COMMITTEE AND THE BOARD OF DIRECTORS.
        With
        respect to administration of this Plan, the Company shall indemnify each
        present
        and future member of the Committee and the Board of Directors against, and
        each
        member of the Committee and the Board of Directors shall be entitled without
        further act on his part to indemnity from the Company for, all expenses
        (including attorney’s fees, the amount of judgments and the amount of approved
        settlements made with a view to the curtailment of costs of litigation, other
        than amounts paid to the Company itself) reasonably incurred by him in
        connection with or arising out of any action, suit, or proceeding in which
        he
        may be involved by reason of his being or having been a member of the Committee
        and/or the Board of Directors, whether or not he continues to be a member
        of the
        Committee and/or the Board of Directors at the time of incurring the expenses,
        including, without limitation, matters as to which he shall be finally adjudged
        in any action, suit or proceeding to have been found to have been negligent
        in
        the performance of his duty as a member of the Committee or the Board of
        Directors. However, this indemnity shall not include any expenses incurred
        by
        any member of the Committee and/or the Board of Directors in respect of matters
        as to which he shall be finally adjudged in any action, suit or proceeding
        to
        have been guilty of gross negligence or willful misconduct in the performance
        of
        his duty as a member of the Committee and the Board of Directors. In addition,
        no right of indemnification under this Plan shall be available to or enforceable
        by any member of the Committee and the Board of Directors unless, within
        60 days
        after institution of any action, suit or proceeding, he shall have offered
        the
        Company, in writing, the opportunity to handle and defend same at its own
        expense. This right of indemnification shall inure to the benefit of the
        heirs,
        executors or administrators of each member of the Committee and the Board
        of
        Directors and shall be in addition to all other rights to which a member
        of the
        Committee and the Board of Directors may be entitled as a matter of law,
        contract, or otherwise.

      


      11.7
         GENDER.
        If the
        context requires, words of one gender when used in this Plan shall include
        the
        others and words used in the singular or plural shall include the
        other.

      


      11.8
         HEADINGS.
        Headings of Articles and Sections are included for convenience of reference
        only
        and do not constitute part of the Plan and shall not be used in construing
        the
        terms of the Plan. 

      


      
        
           

        

        
           

          
            

          

        

        
           

        

         

      

      11.9
         OTHER
        COMPENSATION PLANS.
        The
        adoption of this Plan shall not affect any other stock option, incentive
        or
        other compensation or benefit plans in effect for the Company or any Affiliate,
        nor shall the Plan preclude the Company from establishing any other forms
        of
        incentive or other compensation for employees of the Company or any
        Affiliate.

      


      11.10
         OTHER
        OPTIONS OR AWARDS.
        The
        grant of an Option or Award shall not confer upon the Eligible Person the
        right
        to receive any future or other Options or Awards under this Plan, whether
        or not
        Options or Awards may be granted to similarly situated Eligible Persons,
        or the
        right to receive future Options or Awards upon the same terms or conditions
        as
        previously granted.

      


      11.11
         GOVERNING
        LAW.
        The
        provisions of this Plan shall be construed, administered, and governed under
        the
        laws of the State of Delaware.