Exhibit 10.9


 


AMCOMP INCORPORATED


2005 STOCK OPTION PLAN


1.             Purpose of the Plan.


This 2005 Stock Option
Plan (the “Plan”) is intended as an incentive, to retain in the employ and as
directors of and as consultants and advisors to AMCOMP INCORPORATED, a Delaware
corporation with its principal office at 701 U.S. Highway 1, Suite 200, North
Palm Beach, Florida 33408 (the “Company”) and any Subsidiary of the Company,
within the meaning of Section 424(f) of the Internal Revenue Code of 1986, as
amended (the “Code”), persons of training, experience and ability, to attract
new employees, directors, advisors and consultants whose services are
considered valuable, to encourage the sense of proprietorship and to stimulate
the active interest of such persons in the development and financial success of
the Company and its Subsidiaries.


The Company intends that
certain options granted under the Plan constitute incentive stock options
within the meaning of Section 422 of the Code (the “Incentive Options”), while
certain other options granted under the Plan be nonqualified stock options (the
“Nonqualified Options”).  Incentive
Options and Nonqualified Options are hereinafter referred to collectively as
“Options.”


The Company further
intends that the Plan meet the requirements of Rule 16b-3 (“Rule 16b-3”)
promulgated under the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), and that transactions of the type specified in subparagraphs
(c) to (f) inclusive of Rule 16b-3 by officers and directors of the Company under
the Plan be exempt from the operation of Section 16(b) of the Exchange
Act.  The Plan is intended to satisfy the
performance-based compensation exception to the limitation on the Company’s tax
deductions imposed by Section 162(m) of the Code with respect to those Options
for which qualification for such exception is intended. In all cases, the
terms, provisions, conditions and limitations of the Plan shall be construed
and interpreted consistent with the Company’s intent as stated in this Section
1.


2.             Administration of the
Plan.


The Board of Directors of
the Company (the “Board”) shall appoint and maintain as administrator of the
Plan a Committee (the “Committee”) consisting of three or more members of the
Board who are (i) “Non-Employee Directors,” within the meaning of subparagraph
(b) of Rule 16b-3, (ii) “Outside Directors,” within the meaning of Section
162(m) of the Code, and (iii) independent under the standards set forth in Rule
4350 of the Rules of the National Association of Securities Dealers, Inc.  The fact that a member of the Committee shall
fail to qualify under the provisions of the preceding sentence shall not
invalidate any Option granted by the Committee that is otherwise validly
granted under the Plan.  The members of
the Committee shall serve at the pleasure of the Board.  The Committee, subject to Sections 3 and 5
hereof, shall have full power and authority to designate recipients of Options,
to determine the terms and conditions of respective Option agreements (which
need not be identical) and to interpret the 


 


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provisions and supervise
the administration of the Plan.  The
Committee shall have the authority, without limitation, to designate which
Options granted under the Plan shall be Incentive Options and which shall be
Nonqualified Options.  To the extent that
any Option does not qualify as an Incentive Option, it shall constitute a
separate Nonqualified Option.


Subject to the provisions
of the Plan, the Committee shall interpret the Plan and all Options granted
under the Plan, shall make such rules as it deems necessary for the proper
administration of the Plan, shall make all other determinations necessary or
advisable for the administration of the Plan and shall correct any defects or
supply any omission or reconcile any inconsistency in the Plan or in any
Options granted under the Plan in the manner and to the extent that the
Committee deems desirable to carry into effect the Plan or any Options.  The act or determination of a majority of the
Committee shall be the act or determination of the Committee and any decision
reduced to writing and signed by all of the members of the Committee shall be
fully effective as if it had been made by a majority at a meeting duly held.  Subject to the provisions of the Plan, any
action taken or determination made by the Committee pursuant to this and the
other Sections of the Plan shall be conclusive on all parties.


In the event that for any
reason the Committee is unable to act or if the Committee at the time of any
grant, award or other acquisition under the Plan of Options or Stock as
hereinafter defined does not meet the requirements of the first sentence of
Section 2 hereof, or if there shall be no such Committee, then the Plan shall
be administered by the Board, and references herein to the Committee (except in
the proviso to this sentence) shall be deemed to be references to the Board,
and any such grant, award or other acquisition may be approved or ratified in
any other manner contemplated by subparagraph (d) of Rule 16b-3; provided,
however, that options granted to the Company’s Chief Executive Officer or
to any of the Company’s other four most highly compensated officers that are
intended to qualify as performance-based compensation under Section 162(m) of
the Code may only be granted by the Committee.


A consultant shall not be
eligible for the grant of an option if, at the time of grant, a Registration
Statement on Form S-8 (a “Form S-8”) under the Securities Act of 1933, as
amended (the “Securities Act”), is not available to register either the offer
or the sale of the Company’s securities to such consultant because of the
nature of the services that such consultant is providing to the Company, or
because the consultant is not a natural person, or as otherwise provided by the
rules governing the use of Form S-8, unless the Company determines both (i)
that such grant (A) shall be registered in another manner under the Securities
Act (e.g., on a
Registration Statement on Form S-3) or (B) does not require registration under
the Securities Act in order to comply with the requirements of the Securities
Act, if applicable, and (ii) that such grant complies with securities laws of
all other relevant jurisdictions.


3.             Designation of
Optionees.


The persons eligible for
participation in the Plan as recipients of Options (the “Optionees”) shall
include employees, officers and directors of, and consultants and advisors to,
the Company or any Subsidiary; provided that Incentive Options may only be granted
to employees of the Company and the Subsidiaries.  In selecting Optionees, and in determining
the number of shares to be covered by each Option granted to Optionees, the
Committee may 


 


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consider the office or
position held by the Optionee or the Optionee’s relationship to the Company,
the Optionee’s degree of responsibility for and contribution to the growth and
success of the Company or any Subsidiary, the Optionee’s length of service,
age, promotions, potential and any other factors that the Committee may
consider relevant.  An Optionee who has
been granted an Option hereunder may be granted an additional Option or
Options, if the Committee shall so determine.


4.             Stock Reserved for the
Plan.


Subject to adjustment as
provided in Section 7 hereof, a total of 1,300,000 shares of the Company’s
Common Stock, $.01 par value per share (the “Stock”), shall be subject to the
Plan.  The maximum number of shares of
Stock that may be subject to options granted under the Plan to any individual
in any calendar year shall not exceed 500,000 (subject to adjustment under
Section 7 hereof) and the method of counting such shares shall conform to any
requirements applicable to performance-based compensation under Section 162(m)
of the Code.  The shares of Stock subject
to the Plan shall consist of unissued shares or previously issued shares held
by the Company or any Subsidiary of the Company, and such amount of shares of
Stock shall be and is hereby reserved for such purpose.  Any of such shares of Stock that may remain
unsold and that are not subject to outstanding Options at the termination of
the Plan shall cease to be reserved for the purposes of the Plan, but until
termination of the Plan, the Company shall at all times reserve a sufficient
number of shares of Stock to meet the requirements of the Plan.  Should any Option expire or be cancelled
prior to its exercise in full or should the number of shares of Stock to be
delivered upon the exercise in full of an Option be reduced for any reason, the
shares of Stock theretofore subject to such Option may be subject to future
Options under the Plan, except where such reissuance is inconsistent with the
provisions of Section 162(m) of the Code.


5.             Terms and Conditions
of Options.


Options granted under the
Plan shall be subject to the following conditions and shall contain such
additional terms and conditions, not inconsistent with the terms of the Plan,
as the Committee shall deem desirable:


(a)           Option
Price.  The purchase price of
each share of Stock purchasable under an Option shall be determined by the
Committee at the time of grant, but shall not be less than 100% of the Fair
Market Value (as defined below) of such share of Stock on the date the Option
is granted; provided, however, that with respect to an Optionee
who, at the time an Incentive Option is granted, owns (within the meaning of
Section 424(d) of the Code) more than 10% of the total combined voting power of
all classes of stock of the Company or of any Subsidiary, the purchase price
per share of Stock shall be at least 110% of the Fair Market Value per share of
Stock on the date of grant.  The exercise
price of each Option shall be subject to adjustment as provided in Section 7
below.  Fair Market Value means the closing
price of publicly traded shares of Stock on the principal national securities
exchange on which shares of Stock are listed (if the shares of Stock are so
listed), or on the Nasdaq Stock Market (if the shares of Stock are regularly
quoted on the Nasdaq Stock Market), or, if not so listed or regularly quoted,
the mean between the closing bid and asked prices of publicly traded shares of
Stock in the over-the-counter market, or, if such bid and asked prices shall
not be available, as reported by any nationally recognized quotation service
selected by the Company, or as determined by the


 


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Committee in a manner
consistent with the provisions of the Code (including, but not limited to,
Section 409A).  Anything in this Section
5(a) to the contrary notwithstanding, in no event shall the purchase price of a
share of Stock be less than the minimum price permitted under rules and
policies of the national securities exchange or automated quotation system on
which the shares of Stock are listed (if the shares of Stock are so listed).


(b)           Option
Term.  The term of each Option
shall be fixed by the Committee, but no Option shall be exercisable more than
10 years after the date such Option is granted; provided, however,
that in the case of an Optionee who, at the time an Incentive Option is
granted, owns (within the meaning of Section 424(d) of the Code) more than 10%
of the total combined voting power of all classes of stock of the Company or
any Subsidiary, then such Incentive Option shall not be exercisable with
respect to any Stock subject to such Option later than the date that is five
years after the date of grant.


(c)           Exercisability.  Subject to Section 5(j) hereof, Options shall
be exercisable at such time or times and subject to such terms and conditions
as shall be determined by the Committee at the time of grant, provided, however,
that no Option shall be exercisable until at least six months have elapsed
after the date of grant of such Option. 
The vesting provisions of individual options may vary.


The Committee in its sole
discretion shall have the power to accelerate the time at which Options may
first be exercised and the time at which Options or any part thereof will vest
in accordance with the Plan, notwithstanding provisions in the Options stating
the time at which they may first be exercised or the time at which they will
vest.  In its sole discretion, the
Committee may also determine that, in the event of a Corporate Transaction (as
defined below), outstanding Options shall terminate within a specified number
of days after notice to the Optionee thereunder, and each Optionee shall
receive, with respect to each share of Stock subject to such Option, an amount
equal to the excess of the Fair Market Value of such share immediately prior to
such Corporate Transaction over the exercise price per share of such
Option.  Such amount shall be payable in
cash, in one or more kinds of property (including the property, if any, payable
in the Corporate Transaction) or a combination thereof, as the Committee shall
determine in its sole discretion.  Any
such cash payments shall be made by check payable to the Optionee, by wire
transfer in immediately available funds to an account specified in writing by
the Optionee to the Company or in such other manner as the Company and the
Optionee shall agree.


(d)           Method
of Exercise.  An Option, to
the extent then exercisable, may be exercised in whole or in part at any time
during the option period, by giving written notice to the Company specifying
the number of shares of Stock to be purchased, accompanied by payment in full
of the exercise price, in cash, by check or such other instrument as may be
acceptable to the Committee.  As
determined by the Committee, in its sole discretion, at or after grant, payment
in full or in part may be made at the election of the Optionee (i) in the form
of Stock owned by the Optionee (based on the Fair Market Value of the Stock on
the trading day before the Option is exercised) that is not the subject of any
pledge or security interest, (ii) in the form of Stock withheld by the Company
from the shares of Stock otherwise to be received, with such withheld shares of
Stock having a Fair Market Value on the date of exercise equal to the exercise
price of the Option, or (iii) by a combination of the foregoing, provided that
the combined value of all 


 


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cash and cash equivalents and the Fair Market Value of
any shares surrendered to the Company is at least equal to such exercise price
and except with respect to (ii) above, such method of payment will not cause
a  disqualifying disposition of all or a
portion of the Stock received upon exercise of an Incentive Option.  An Optionee shall have the right to dividends
and other rights of a stockholder with respect to shares of Stock purchased
upon exercise of an Option after (i) the Optionee has given written notice of
exercise and has paid in full for such shares, (ii) becomes a stockholder of
record with respect thereto, and (iii) the Optionee has satisfied such
conditions that may be imposed by the Company with respect to the withholding
of taxes.


(e)           Non-transferability
of Options.  Options are not
transferable and may be exercised solely by the Optionee during his lifetime or
after his death by the person or persons entitled  thereto under his will or the laws of descent
and distribution; provided, however, that Options may be
transferred under a qualified domestic relations order (as defined in the Code
or Title I of the Employee Retirement Income Security Act, or the rules
promulgated thereunder.)  Any attempt to
transfer, assign, pledge or otherwise dispose of, or to subject to execution,
attachment or similar process, any Option contrary to the provisions hereof
shall be void and ineffective and shall give no right to the purported
transferee.


(f)            Termination
by Death.  Unless otherwise
determined by the Committee at grant, if any Optionee’s employment with or
service to the Company or any Subsidiary terminates by reason of death, any
Option held by such Optionee may thereafter be exercised, to the extent then
exercisable (or on such accelerated basis as the Committee shall determine at
or after grant), by the legal representative of the estate or by the legatee of
the Optionee under the will of the Optionee, for a period of one year after the
date of such death or until the expiration of the stated term of such Option as
provided under the Plan, whichever period is shorter.


(g)           Termination
by Reason of Disability. 
Unless otherwise determined by the Committee at grant, if any Optionee’s
employment with or service to the Company or any Subsidiary terminates by
reason of disability, any Option held by such Optionee may thereafter be
exercised, to the extent it was exercisable at the time of termination due to
disability (or on such accelerated basis as the Committee shall determine at or
after grant), for a period of one year after such termination or until the
expiration of the stated term of such Option, whichever period is shorter.  In the case of an Optionee employed under an
employment agreement with the Company or any Subsidiary, the term disability as
used herein shall have the meaning set forth in such employment agreement.  In all other cases, the term disability shall
have the meaning given it in any long-term disability plan of the Company, or
if the Company maintains no such plan, such term shall mean the Optionee’s
inability to engage in any substantial gainful activity by reason of a physical
or mental impairment that can reasonably be expected to result in death or that
has lasted or can reasonably be expected to last for a continuous period of not
less than 180 days; provided, that when used in connection with the exercise of
an Incentive Option following termination of employment, such term shall mean a
disability within the meaning of Section 22(e)(3) of the Code.


(h)           Termination
by Reason of Retirement. 
Unless otherwise determined by the Committee at grant, if any Optionee’s
employment with or service to the Company or any Subsidiary terminates by
reason of Normal or Early Retirement (as such terms are defined below), any
Option held by such Optionee may thereafter be exercised to the extent it was 


 


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exercisable at the time of such Retirement (or on such
accelerated basis as the Committee shall determine at or after grant), for a
period of 30 days after the date of such termination of employment or service
or until the expiration of the stated term of such Option, whichever period is
shorter; provided, however, that, if the Optionee dies within
such 30 day period, any unexercised Option held by such Optionee shall
thereafter be exercisable, to the extent to which it was exercisable at the
time of death, for a period of one year after the date of such death or for the
stated term of such Option, whichever period is shorter.


For purposes of this
paragraph (h), Normal Retirement shall mean retirement from active employment
with the Company or any Subsidiary on or after the normal retirement date
specified in the applicable Company or Subsidiary pension plan or if no such
pension plan, age 65.  Early Retirement
shall mean retirement from active employment with the Company or any Subsidiary
under the early retirement provisions of the applicable Company or Subsidiary
pension plan or if no such pension plan, age 55.


(i)            Other
Termination.  Unless otherwise
determined by the Committee at grant, if any Optionee’s employment with or
service to the Company or any Subsidiary terminates for any reason other than
death, Disability or Normal or Early Retirement, the Option shall thereupon
terminate, except that the portion of any Option that was exercisable on the
date of such termination of employment may be exercised for the lesser of 30
days after the date of termination or the balance of such Option’s term, if the
Optionee’s employment or service with the Company or any Subsidiary is
terminated by the Company or such Subsidiary without cause (the determination
as to whether termination was for cause to be made by the Committee).  The transfer of an Optionee from the employ
of the Company to a Subsidiary, or vice versa, or from one Subsidiary to
another, shall not be deemed to constitute a termination of employment for purposes
of the Plan.


(j)            Limit
on Value of Incentive Option. 
The aggregate Fair Market Value, determined as of the date the Incentive
Option is granted, of Stock for which Incentive Options are exercisable for the
first time by any Optionee during any calendar year under the Plan (and/or any
other stock option plans of the Company or any Subsidiary) shall not exceed
$100,000.


(k)           Incentive
Option Shares.  The stock
option agreement evidencing any Incentive Options granted under this Plan shall
provide that (i) the Optionee shall be required as a condition of exercise of
such Incentive Option to furnish to the Company any payroll (employment) tax
required to be withheld, and (ii) if the Optionee makes a disposition, within
the meaning of Section 424(c) of the Code and regulations promulgated
thereunder, of any shares of Stock issued to him upon exercise of an Incentive
Option granted under the Plan within the two-year period commencing on the day
after the date of the grant of such Incentive Option or within a one-year
period commencing on the day after the date of transfer of the shares to him
upon exercise of such Incentive Option, he shall, within 10 days after such
disposition, notify the Company thereof.


6.             Term of Plan.


No Option shall be
granted under the Plan on or after September 23, 2014, but the term of Options
theretofore granted may extend beyond that date.


 


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7.             Assumption of Options
by Successors; Adjustments Upon Changes in Capitalization.


(a)           Except as otherwise provided in
Section 5(c) hereof, in the event of (i) a merger or consolidation in which the
Company is not the surviving corporation (other than a merger or consolidation
with a wholly-owned subsidiary, a reincorporation of the Company in a different
jurisdiction, or other transaction in which there is no substantial change in
the stockholders of the Company), (ii) the sale of all or substantially all of
the assets of the Company, or (iii) any other merger, consolidation,
acquisition of property or stock, separation or reorganization of or from the
Company wherein the stockholders of the Company give up all of their equity
interest in the Company, except for the acquisition, sale or transfer of all or
substantially all of the outstanding shares of the Company (each of the
foregoing, a “Corporate Transaction”), all outstanding Options shall be
assumed by the successor corporation, which assumption shall be binding on all
Optionees.  In the alternative, the
successor corporation may substitute equivalent options or provide
substantially similar consideration to Optionees as was provided to
stockholders in the Corporate Transaction (after taking into account the
existing provisions of the Options). 
Should the successor corporation fail to assume all outstanding Options
or to substitute equivalent options or provide similar consideration, the
vesting of all outstanding Options shall be accelerated in full and all Options
shall become immediately exercisable and the Options shall terminate if not exercised
at or prior to the Corporate Transaction. 
If the exercise of the foregoing right by the holder of an Incentive
Option would be deemed to result in a violation of the provisions of Subsection
5(j) of the Plan, then, without further act on the part of the Committee or the
option holder, such Incentive Option shall be deemed a Nonqualified Option to
the extent necessary to avoid any such violation.


(b)           The existence of outstanding Options
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 issuance of
Stock or subscription rights thereto, or any merger or consolidation of the
Company, or any issuance of bonds, debentures, preferred or prior preference
stock ahead of or affecting the Stock or the rights thereof, 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; provided, however, that if the
outstanding Stock or the number of shares thereof outstanding shall at any time
be changed or exchanged by or in connection with a stock dividend, stock split,
reverse split or combination of shares, recapitalization, or similar change in
the capital structure of the Company without consideration, or if a substantial
portion of the assets of the Company is distributed to the stockholders of the
Company without consideration in a spin-off or other similar transaction, the
number and kind of Stock subject to the Plan and subject to any Options
theretofore granted, and the Option prices, shall be appropriately and
equitably adjusted.  The adjustments
described above will be made only to the extent consistent with continued
qualification of the Option under Section 422 of the Code (in the case of an
Incentive Option) and Section 409A of the Code.


(c)           Adjustments under this Section 7
shall be made by the Committee whose determination as to what adjustments, if
any, shall be made, and the extent thereof, shall be final.


 


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8.             Purchase for Investment.


Unless the Options and
shares covered by the Plan have been registered under the Securities Act of
1933, as amended (the “Securities Act”), or the Company has determined that
such registration is unnecessary, each person exercising an Option under the Plan
may be required by the Company to give a representation in writing that he is
acquiring the shares for his own account for investment and not with a view to,
or for sale in connection with, the distribution of any part thereof.


9.             Taxes.


The Company may make such
provisions as it may deem appropriate, consistent with applicable law, in
connection with any Options granted under the Plan with respect to the
withholding of any taxes (including income or employment taxes) or any other
tax matters.  As a condition of exercise
of an Option, each Optionee agrees that (i) no later than the date of exercise
of such Option, such Optionee shall pay to the Company or make arrangements
satisfactory to the Company regarding payment of all federal, state and local taxes
of any kind required by law to be withheld upon the exercise of such Option;
and (ii) the Company shall, to the extent required or permitted by law, have
the right to deduct federal, state and local and employment taxes required or
permitted by law to be withheld upon the exercise of such Option from payment
of any kind otherwise due to such Optionee.


10.           Effective Date of Plan.


The Plan shall be
effective on September 7, 2005; provided, however, that the Plan
shall subsequently be approved by majority vote of the Company’s stockholders
not later than September 6, 2006.


11.           Amendment and
Termination.


The Board may amend,
suspend, or terminate the Plan, except that no amendment shall be made that
would impair the rights of any Optionee under any Option theretofore granted
without his consent, and except that no amendments shall be made which, without
the approval of the stockholders of the Company:


(a)           materially increase the number of
shares that may be issued under the Plan, except as is provided in Section 7;


(b)           materially increase the benefits
accruing to the Optionees under the Plan;


(c)           materially modify the requirements as
to eligibility for participation in the Plan;


(d)           decrease the exercise price of an
Option to less than 100% of the Fair Market Value per share of Stock on the
date of grant thereof; or


(e)           extend the term of any Option beyond
that provided in Section 5(b).


 


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Subject
to the next succeeding sentence, the Committee may at any time or times amend
the Plan or any outstanding Option for any purpose which may at the time be
permitted by law, or may at any time terminate the Plan as to any further
grants of Options, provided that (i) except to the extent expressly required or
permitted by the Plan, no such amendment shall, without the approval of the
stockholders of the Company, effectuate a change for which stockholder approval
is required in order for the Plan to continue to qualify for the award of
Incentive Options under Section 422 of the Code, and (ii) no such amendment of
the terms of an outstanding Option shall impair the rights of any Optionee
without his consent.  The Committee shall
not have authority to substitute new Options for previously granted Options,
including options granted under other plans applicable to the participant, or
previously granted Options having higher option prices.


It is the intention of the Board that the Plan comply
strictly with the provisions of Section 409A of the Code and Treasury
Regulations and other Internal Revenue Service guidance promulgated thereunder
(the “Section 409A Rules) and the Committee shall exercise its discretion in
granting Awards hereunder (and the terms of such Awards), accordingly.  The Plan and any grant of an Award hereunder
may be amended from time to time (without, in the case of an Award, the consent
of the Participant) as may be necessary or appropriate to comply with the
Section 409A Rules.


12.           Government Regulations.


The Plan, and the grant
and exercise of Options hereunder, and the obligation of the Company to sell
and deliver Stock under such Options, shall be subject to all applicable laws,
rules and regulations, and to such approvals by any governmental agencies or
national securities exchanges as may be required.


13.           General Provisions.


(a)           Certificates.  All certificates for shares of Stock
delivered under the Plan shall be subject to such stop transfer orders and
other restrictions as the Committee may deem advisable under the rules,
regulations and other requirements of the Securities and Exchange Commission,
or other securities commission having jurisdiction, any applicable Federal or
state securities laws, any stock exchange or automated quotation system upon
which the Stock is then listed and the Committee may cause a legend or legends
to be placed on any such certificates to make appropriate reference to such
restrictions.


(b)           Continued
Service.  The adoption of the
Plan shall not confer upon any Optionee who is an employee of the Company or
any Subsidiary any right to continued employment or, in the case of an Optionee
who is a director, continued service as a director, with the Company or a
Subsidiary, as the case may be, nor shall it interfere in any way with the
right of the Company or any Subsidiary to terminate the employment of any of
its employees, the service of any of its directors or the retention of any of
its consultants or advisors at any time.


(c)           Limitation
of Liability.  No member of
the Board or the Committee, or any officer or employee of the Company acting on
behalf of the Board or the Committee, shall be personally liable for any
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with respect to the Plan, and all members of the Board
or the Committee and each and any officer or employee of the Company acting on
their behalf shall, to the extent permitted by law, be fully indemnified and
protected by the Company in respect of any such action, determination or
interpretation.


(d)           Registration
of Stock.  Notwithstanding any
other provision in the Plan, no Option may be exercised unless and until the
Stock to be issued upon the exercise thereof has been registered under the
Securities Act and applicable state securities laws, or is, in the opinion of
counsel to the Company, exempt therefrom. 
The Company shall not be under any obligation to register under
applicable federal or state securities laws any Stock to be issued upon the
exercise of an Option granted hereunder, however, the Company may in its sole
discretion register such Stock at such time as the Company shall
determine.  If the Company chooses to
comply with an exemption from registration, the Stock issued under the Plan
may, at the direction of the Committee, bear an appropriate restrictive legend
restricting the transfer or pledge of the Stock represented thereby, and the
Company may also give appropriate stop transfer instructions to its transfer
agent.


(e)           Governing
Law.  The laws of the State of
Delaware shall govern all questions concerning the construction, validity and
interpretation of the Plan, without regard to such State’s choice of law rules.


(f)            Internal
Revenue Code of 1986.  All
references herein to the Code shall be deemed references to the Code and to all
Treasury Regulations promulgated thereunder.


 


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