**Exhibit 10.4**

**AMENDED AND RESTATED**

**API TECHNOLOGIES CORP.**

**2006 EQUITY INCENTIVE PLAN**

**1. PURPOSE.**

The purposeof the API Technologies Corp. 2006 Equity Incentive Plan (the “Plan”) is to advance the interests of API Technologies Corp., f/n/a as API Nanotronics Corp. and Rubincon Ventures Inc. (the “Company”) and its stockholders byproviding Directors, Consultants and those key employees of the Company and its Subsidiaries and Affiliates, upon whose judgment, initiative and efforts the successful conduct of the business of the Company and its Subsidiaries and Affiliateslargely depends, with additional incentive to perform in a superior manner. A purpose of the Plan also is to attract and retain personnel of sufficient experience and ability to the service of the Company and its Subsidiaries and Affiliates,and to reward such individuals for achievement of corporate and individual performance goals. 

**2. DEFINITIONS.**

(a) “Affiliate” means an affiliate as that term is defined in Rule 12b-2 of the General Rules and Regulations of the Exchange Act.

(b) “Award” means a Stock Grant or a grant of Non-statutory Stock Options or Incentive Stock Options pursuant to the provisions ofthis Plan. 

(c) “Board of Directors” or “Board” means the board of directors of the Company. 

(d) “Code” means the Internal Revenue Code of 1986, as amended. 

(e) “Change in Control” of the Company shall have occurred when (i) any “person”, as the term is used in Section 3 of theExchange Act (other than a Company employee benefit plan) is or becomes the “beneficial owner” as defined in Rule 16a-1 under the Exchange Act, directly or indirectly, of securities of the Company representing 50% or more of theCompany’s outstanding securities ordinarily having the right to vote in the election of directors; (ii) individuals who constitute the Board (the “Incumbent Board”) immediately following the closing of the Company’stransaction with API Electronics Group Corp. (“API”), cease for any reason to constitute at least a majority thereof, provided that any person becoming a director subsequent to the date hereof whose election was approved by a vote of atleast three-quarters of the directors comprising the Incumbent Board shall be for purposes of this clause (ii) considered as though he or she were a member of the Incumbent Board; (iii) consummation of a plan of reorganization, merger, orconsolidation, in which the stockholders of the Company own less than 50% of the outstanding voting securities of the surviving entity; or (iv) a sale of substantially all of the Company’s assets, a liquidation or dissolution of theCompany or a similar transaction. Notwithstanding the foregoing, the consummation of the transactions contemplated by the Combination Agreement between the Company and API shall not constitute a Change in Control. 

(f) “Committee” means the Compensation Committee of the Board, consisting of two or more Directors appointed by the Board pursuant toSection 3 hereof who are “non-employee directors,” as defined in Rule 16b-3 promulgated by the SEC under the Exchange Act and “outside directors” as defined in Treas. Reg. 1.162-27 promulgated under the Code, and ifthere is no Compensation Committee fitting such requirements, the Committee shall be the Board of Directors of the Company. 

(g) “CommonStock” means the Common Stock of the Company, $.001 par value per share. 

(h) “Consultant” means an individual, corporation,partnership, limited liability company or other entity providing services to the Company in an independent contractor capacity. 

(i)“Date of Grant” means the date an Award is effective pursuant to the terms hereof. 

(j) “Director” means a Director of theCompany or a Subsidiary or Affiliate of the Company who is not also an Employee. 

(k) “Disability” means disability as defined in Code Section 409A. 

(l) “Employee” means any person who is employed by the Company or a Subsidiary or Affiliate of the Company on a full-time or part-time basis.

(m) “Exchange Act” means the Securities Exchange Act of 1934, as amended. 

(n) “Fair Market Value” shall mean, as of any date, (i) the closing price of the Common Stock on the principal national stock exchange onwhich the shares are listed on such date or, if shares were not traded on such date, then on the next preceding trading day during which a sale occurred; or (ii) if such stock is not listed on an exchange but is quoted on NASDAQ or a successorquotation system, (1) the last sales price (if the stock is then listed as a National Market Issue under the NASD National Market System) or (2) the mean between the closing representative bid and asked prices (in all other cases) for thestock on such date as reported by NASDAQ or such successor quotation system; or (iii) if such stock is not listed on an exchange and not quoted on NASDAQ or a successor quotation system, the mean between the closing bid and asked prices for thestock on such date as quoted on the OTC Bulletin Board or such other market as the Board deems appropriate to use; or (iv) if the Common Stock is not publicly traded, the fair market value established by the Committee acting in good faithapplying a consistent methodology for all Awards. 

(o) “Incentive Stock Option” means an Option granted by the Committee to aParticipant, which Option is designated as an Incentive Stock Option pursuant to Section 9 of this Plan. 

(p) “Investor RelationsActivities” means any activities, by or on behalf of the Company that promotes or reasonably could be expected to promote the purchase or sale of securities of the Company, but does not include: 

(a) the dissemination of information provided, or records prepared, in the ordinary course of business of the Company; 

(i) to promote the sale of products or services of the Company, or; 

(ii) to raise public awareness of the Company, that cannot reasonably, be considered to promote the purchase or sale ofsecurities of the Company; 

(b) activities or communications necessary to comply with the requirements of, 

 
 (i)any applicable Securities Laws; 
 
 (ii)any requirements of any national or foreign securities exchange or the by-laws, rules or other regulatory instruments of any other self regulatory body or exchangehaving jurisdiction over the Company; 
(c) communications by a publisher of, or writer for, a newspaper, magazineor business or financial publication, that is of general and regular paid circulation, distributed only to subscribers to it for value or to purchasers of it, if, 

 
 (i)the communication is only through the newspaper, magazine or publication, and 
 
 (ii)the publisher or writer receives no commission or other consideration other than for acting in the capacity of publisher or writer; or 
(d) activities or communications that may be otherwise specified by any national or foreign securities exchange. 

(q) “Non-statutory Stock Option” means an Option granted to a Participant and which is not an Incentive Stock Option. 

(r) “Option” means an Award granted under Section 8 or Section 9 of this Plan. 

 

2 

(s) “Participant” means an Employee of the Company or a Subsidiary or Affiliate chosen by theCommittee to participate in the Plan, a Director of the Company or a Subsidiary or Affiliate of the Company chosen by the Committee to participate in the Plan or a Consultant to the Company or a Subsidiary or Affiliate of the Company chosen by theCommittee to participate in the Plan. 

(t) “Regulatory Authorities” means all national and foreign securities exchanges, facilitieson which the Company’s securities are listed or quoted, all federal, state and foreign securities commissions or similar securities regulatory bodies having jurisdiction over the Company and all self-regulatory organizations that havejurisdiction over the Company. 

(u) “SEC” means the U.S. Securities and Exchange Commission. 

(v) “Securities Laws” means securities legislation, securities laws, securities regulations and securities rules, as amended, and thesecurities related policies, notices, instruments and orders in force from time to time that govern or are applicable to the Company. 

(w)“Stock Grant” means a grant of shares of Common Stock accompanied by such restrictions as may be determined by the Committee under Section 7 of this Plan. 

(x) “Subsidiary” means a corporation, domestic or foreign, of which not less than 50% of the voting shares are held by the Company or asubsidiary, whether or not such corporation now exists or is hereafter organized or acquired by the Company or a Subsidiary. 

(y)“Termination for Misconduct” means the termination of a Participant for gross negligence, commission of a felony or material violation of any established Company policies. 

**3. ADMINISTRATION.**

3.1*General*. The Plan shall be administered by the Committee. The members of the Committee shall be appointed by the Board. The Committee shall act by vote of a majority of its members or unanimous written consent. The Committee isauthorized, subject to the provisions of the Plan, to establish such rules and regulations as it deems necessary for the proper administration of the Plan and to make whatever determinations and interpretations in connection with the Plan itdeems necessary or advisable with respect to Participants. Subject to the limitations of the Plan and the ultimate authority of the Board, the Committee shall have the sole and complete authority to: (i) select Participants, (ii) grantOptions (as defined in *Article IV* below) to Participants in such forms and amounts as it shall determine, (iii) impose such limitations, restrictions and conditions upon such Options as it shall deem appropriate, (iv) interpret thePlan and adopt, amend and rescind administrative guidelines and other rules and regulations relating to the Plan, (v) correct any defect or omission or reconcile any inconsistency in the Plan or in any Option granted hereunder and(vi) make all other determinations and take all other actions necessary or advisable for the implementation and administration of the Plan. All determinations and interpretations made by the Committee shall be binding and conclusive on suchParticipants and on their legal representatives and beneficiaries. In determining the number of shares of Common Stock with respect to which Options and Stock Grants are exercisable, fractional shares will be rounded up to the nearest wholenumber if the fraction is 0.5 or higher, and down if it less. 

3.2 *Limitation on Liability*. No member of the Committeeshall be liable for any action or determination made in good faith with respect to the Plan, any rule, regulation or procedure adopted by it pursuant thereto or any Awards granted under it. If a member of the Committee is a party or isthreatened to be made a party to any threatened, pending or contemplated action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of anything done or not done by him or her in such capacity under or withrespect to the Plan, the Company shall indemnify such member against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit orproceeding if he or she acted in good faith and in a manner reasonably believed to be in the best interests of the Company, and its Subsidiaries and Affiliates and, with respect to any criminal proceeding, had no reasonable cause to believe hisconduct was unlawful. 

 

3 

**4. TYPES OF AWARDS.**

Awards under the Plan may be granted in any one or a combination of: 

(a) Stock Grants; 

(b) Non-statutory Stock Options; and 

(c) Incentive Stock Options; 

as defined in paragraphs 7, 8 and 9 of the Plan. 

The Committee shall, in its discretion, determine from time to time which Participants will be granted Awards under the Plan, the numberof shares of Common Stock subject to each Award, whether each Option will be an Incentive Stock Option or a Non-statutory Stock Option (except that Incentive Stock Options may not be awarded to Consultants or Directors), the exercise price of anOption and the restrictions, if any, which will be applicable to each Stock Grant. In making all such determinations, the Committee shall take into account the duties, responsibilities and performance of each respective Participant, his or herpresent and potential contributions to the growth and success of the Company, his or her compensation and such other factors as the Committee shall deem relevant to accomplishing the purposes of the Plan. 

No Participant shall have any voting or dividend rights or other rights of a stockholder in respect of any shares of Common Stock coveredby an Option prior to the time the shares have been issued to the Participant. 

**5. STOCK SUBJECT TO THE PLAN.**

Subject to adjustment as provided in Section 15, the maximum number of shares reserved for Stock Grants and for purchase pursuant tothe exercise of Options granted under the Plan is eight million five hundred thousand (8,500,000) shares of Common Stock. The maximum aggregate number of shares that may be issued under the Plan through Incentive Stock Options is eightmillion five hundred thousand (8,500,000). 

The shares of Common Stock to be subject to the Plan may be either authorized butunissued shares or shares previously issued and reacquired by the Company. To the extent that the Plan provides for the issuance of stock certificates with respect to Common Stock, the Company may, in lieu thereof, record the shares on a bookentry account maintained by the Company’s transfer agent. To the extent that Options are granted and Stock Grants are made under the Plan, the shares underlying such Options and Stock Grants will be unavailable for future grants under thePlan except that, to the extent that the Options and Stock Grants granted under the Plan terminate, expire, are canceled or are forfeited without having been exercised, new Awards may be made with respect to such shares. 

**6. ELIGIBILITY.**

Officers and other Employees (including Employees who also are Directors of the Company or its Subsidiaries or Affiliates) shall beeligible to receive Stock Grants, Incentive Stock Options and Non-statutory Stock Options under the Plan. Directors and Consultants shall be eligible to receive Stock Grants and Non-statutory Stock Options under the Plan. 

**7. STOCK GRANTS.**

7.1*General Terms*. Each Stock Grant may be accompanied by such restrictions, or may be made without any restrictions, as may be determined in the discretion of the Committee. Such restrictions may include, without limitation,requirements that the Participant remain in the continuous employment of the Company or its Subsidiaries or Affiliates for a specified period of time, or that the Participant meet designated individual performance goals, or that the Company and/orone or more of its Subsidiaries or Affiliates meet designated performance goals. 

7.2 *Issuance Procedures*. A stockcertificate representing the number of shares of Common Stock covered by a Stock Grant shall be registered in the Participant’s name and may be held by the Participant; provided however, if a Stock Grant is subject to certain restrictions, theshares of Common Stock covered by such Stock Grant shall be registered in the Participant’s name and held in custody by the Company. Unless the Committee determines 

 

4 

otherwise, a Participant who has been awarded a Stock Grant shall have the rights and privileges of a stockholder of the Company as to the shares of Common Stock covered by a Stock Grant,including the right to receive dividends and the right to vote such shares. None of the shares of Common Stock covered by the Stock Grant may be sold, transferred, assigned, pledged or otherwise encumbered or disposed of prior to the expirationor satisfaction of any applicable restrictions or performance requirements. All of the shares of Common Stock covered by a Stock Grant shall be forfeited and all rights of a Participant who has been awarded such Stock Grant to such shares shallterminate without further obligation on the part of the Company in the event that any applicable restrictions or performance requirements do not expire or are not satisfied. Upon forfeiture of shares of Common Stock, such shares shall betransferred to the Company without further action by the Participant. Upon the expiration or satisfaction of any applicable restrictions, whether in the ordinary course or under circumstances set forth in Section 7.3, certificatesevidencing shares of Common Stock subject to the related Stock Grant shall be delivered to the Participant, or the Participant’s beneficiary or estate, as the case may be, free of all such restrictions. 

7.3 *Accelerated Vesting*. 

(a) *Termination of Service*. If a Participant terminates service prior to vesting in any Stock Grant, alloutstanding unvested Stock Grants shall be forfeited by such Participant; provided, however, that vesting may be accelerated in the sole discretion of the Committee. 

(b) *Change in Control*. The vesting of all or part of an outstanding Stock Grant may be accelerated, in thesole discretion of the Board, in the event there is a Change in Control of the Company. 

**8. NON-STATUTORY STOCK OPTIONS.**

8.1 *Grant of Non-statutory Stock Options*. 

(a) *Grants to Employees, Consultants and Directors*. The Committee may, from time to time, grant Non-statutoryStock Options to Participants. 

(b) *Terms of Non-Statutory Options*. Non-statutory Stock Optionsgranted under this Plan are subject to the following terms and conditions: 

(i) *Price*. The purchaseprice per share of Common Stock deliverable upon the exercise of each Non-statutory Stock Option shall be determined on the date the option is granted. Such purchase price shall be the Fair Market Value of the Company’s Common Stock on theDate of Grant or such greater amount as determined by the Committee; provided, however, that the purchase price of a Non-statutory Stock Option granted under this Plan may be less than the Fair Market Value of the Common Stock on the date of Grantif the Grant: (i) involves the substitution of a Non-statutory Stock Option under this Plan for an outstanding option under another plan pursuant to a corporate transaction; (ii) the requirements of Treas. Reg. 1.424-1 would be met if theNon-statutory Stock Option was an Incentive Stock Option and (iii) the ratio of the exercise price from the fair market value of the shares subject to the new Non-statutory Stock Option immediately after the substitution is not greater than theratio of the exercise price to the fair market value of the shares subject to the old Non-statutory Stock Option immediately before the substitution. Shares may be purchased only upon full payment of the purchase price, provided, however, that,if authorized by the Committee, a Participant may exercise an Option through a cashless exercise as permitted by Federal Reserve Board Regulation T and the Company shall make reasonable efforts to facilitate such exercise. 

(ii) *Terms of Options*. The term during which each Non-statutory Stock Option may be exercised shall be tenyears from the Date of Grant, or such shorter period determined by the Committee. The Committee shall determine the date on which each Non-statutory Stock Option shall become vested and may provide that a Non-statutory Stock Option shall becomevested in installments. The shares comprising each installment may be purchased in whole or in part at any time after such installment becomes vested. The Committee may, in its sole discretion, accelerate the time at which anyNon-statutory Stock Option becomes vested in whole or in part. 

(iii) *Termination of Service*. Uponthe termination of a Participant’s service as an Employee, Director or a Consultant for any reason other than death or Disability, Termination for Misconduct, or by order of any Regulatory Authority, the Participant’s Non-statutory StockOptions shall be exercisable only as to those shares which were vested at the date of termination and only for a period of 90 days following termination unless otherwise determined by the Committee in its sole discretion.

 

5 

Notwithstanding the foregoing, if the Participant is engaged to provide Investor Relations Activities, and such Participant ceases to be so engaged for any reason other than death or Disability,Termination for Misconduct or by order of any Regulatory Authority, such Participant’s vested Non-Statutory Stock Options shall be exercisable for a period of 30 days following termination unless the Committee in its sole discretion determinesotherwise. 

In the event of termination for death or Disability, the Participant’s Non-statutory StockOptions shall be exercisable only as to those shares which were vested at the date of termination and only for a period of twelve months following termination unless otherwise determined by the Committee in its sole discretion. 

In the event of Termination for Misconduct or by order of a Regulatory Authority, all rights under the Participant’sNon-statutory Stock Options shall expire upon termination of employment. 

The vesting of all or a part of aGrant of Non-statutory Stock Options may be accelerated, in the sole discretion of the Board, in the event there is a Change in Control of the Company. 

(iv) *Options for API Employees, Consultants and Directors*. Notwithstanding anything to the contrary in thisPlan, Non-statutory options may be issued under this Plan to employees, former employees, consultants, former consultants, directors and former directors of API (and its affiliates) on the terms and conditions identified in the Combination Agreementbetween the Company and API. 

(v) *Warrants.* Non-statutory options may also be denominated as“warrants” of the Company. Warrants shall be subject to the same terms and conditions under this plan as non-statutory options. 

**9. INCENTIVE STOCK OPTIONS.**

9.1 *Grant of Incentive Stock Options*. 

The Committee may, from time to time, grant Incentive Stock Options to Employees. Incentive Stock Options granted pursuant to thePlan shall be subject to the following terms and conditions: 

(a) *Price*. The purchase price pershare of Common Stock deliverable upon the exercise of each Incentive Stock Option shall be not less than 100% of the Fair Market Value of the Company’s Common Stock on the Date of Grant; provided, however, that the purchase price of anIncentive Stock Option granted under this Plan may be less than the Fair Market Value of the Common Stock on the Date of Grant if the Grant: (i) involves the substitution of an Incentive Stock Option for an outstanding incentive stock optionunder another plan pursuant to a corporate transaction; and (ii) the requirements of Treas. Reg. 1.424-1 are met with respect to the substitution. However, if a Participant owns Common Stock representing more than 10% of the total combinedvoting power of all classes of Common Stock of the Company (or under Section 425(d) of the Code is deemed to own Common Stock representing more than 10% of the total combined voting power of all such classes of Common Stock), the purchaseprice per share of Common Stock deliverable upon the exercise of each Incentive Stock Option shall not be less than 110% of the Fair Market Value of the Company’s Common Stock on the Date of Grant. Shares may only be purchased on fullpayment of the purchase price, provided, however, that, if authorized by the Committee, a Participant may exercise an Option through a cashless exercise as permitted by Federal Reserve Board Regulation T and the Company shall use reasonable effortsto facilitate such exercise. 

(b) *Amounts of Options*. Incentive Stock Options may be granted to anyEmployee in such amounts as determined by the Committee. In the case of an option intended to qualify as an Incentive Stock Option, the aggregate Fair Market Value (determined as of the time the option is granted) of the Common Stock withrespect to which Incentive Stock Options granted are exercisable for the first time by the Participant during any calendar year (under all plans of the Participant’s employer corporation and its parent and subsidiary corporations) shall notexceed $100,000. The provisions of this Section 9.1(b) shall be construed and applied in accordance with Section 422(d) of the Code and the regulations, if any, promulgated thereunder. To the extent an award under thisSection 9.1 exceeds this $100,000 limit, the portion of the award in excess of such limit shall be deemed a Non-statutory Stock Option. 

(c) *Terms of Options*. The term during which each Incentive Stock Option may be exercised shall be determinedby the Committee, but in no event shall an Incentive Stock Option be exercisable in whole or in 

 

6 

part more than ten years from the Date of Grant. If at the time an Incentive Stock Option is granted to an Employee, the Employee owns Common Stock representing more than 10% of the totalcombined voting power of the Company (or, under Section 425(d) of the Code, is deemed to own Common Stock representing more than 10% of the total combined voting power of all such classes of Common Stock), the Incentive Stock Optiongranted to such Employee shall not be exercisable after the expiration of five years from the Date of Grant. 

No Incentive Stock Option granted under this Plan is transferable except by will or the laws of descent and distributionand is exercisable in his lifetime only by the Employee to whom it is granted. After death an Incentive Stock Option may be exercised by the beneficiary described in Section 14 below. 

The Committee shall determine the date on which each Incentive Stock Option shall become vested and may provide that anIncentive Stock Option shall become vested in installments. The shares comprising each installment may be purchased in whole or in part at any time after such installment becomes vested, provided that the amount able to be first exercised in agiven year is consistent with the terms of Section 422 of the Code. The Committee may, in its sole discretion, accelerate the time at which any Incentive Stock Option becomes vested in whole or in part, provided that it is consistent withthe terms of Section 422 of the Code. 

(d) *Termination of Service*. Upon the termination of aParticipant’s service for any reason other than death or Disability, Termination for Misconduct, or by order of a Regulatory Authority, the Incentive Stock Options shall be exercisable only as to those shares which were vested at the date oftermination and only for a period of 90 days following termination (unless otherwise determined by the Committee in its sole discretion). 

In the event of termination for death or Disability, the Participant’s Incentive Stock Options shall be exercisableonly as to those shares which were vested at the date of termination and only for a period of twelve months following termination unless otherwise determined by the Committee in its sole discretion. 

In the event of Termination for Misconduct or by order of a Regulatory Authority, all rights under the Participant’sIncentive Stock Options shall expire upon termination of employment. 

The vesting of all or a part of a Grantof Incentive Stock Options may be accelerated, in the sole discretion of the Board, in the event there is a Change in Control of the Company. 

(e) *Compliance with Code*. The options granted under this Section 9 of the Plan are intended to qualify asincentive stock options within the meaning of Section 422 of the Code, but the Company makes no warranty as to the qualification of any option as an incentive stock option within the meaning of Section 422 of the Code. 

(f) *Options for API Employees*. Notwithstanding anything to the contrary in this Plan, Incentive Stock Optionsmay be issued under this Plan to employees, former employees, directors and former directors of API (and its affiliates) on the terms and conditions identified in the Combination Agreement between the Company and API. 

**10. RIGHTS OF A STOCKHOLDER; NO TRANSFERABILITY.**

No Participant shall have any rights as a stockholder with respect to any shares covered by a Non-statutory and/or Incentive Stock Optionuntil the date of issuance of such shares. Nothing in this Plan or in any Award granted confers on any person any right to continue in the employ of the Company or its Affiliates or to continue as a Director of the Company or its Affiliates orto continue as a Consultant to the Company or its Affiliates or interferes in any way with the right of the Company or its Affiliates to terminate a Participant’s services as an officer, Employee, Consultant or Director at any time. 

No Option or other Award granted under this Plan is transferable except by will or the laws of descent and distribution and isexercisable in his or her lifetime only by the Participant to whom it is granted. No Option or other Award (or interest or right therein) may be subject to pledge, encumbrance, assignment, levy, attachment or garnishment. 

 

7 

**11. AGREEMENT WITH GRANTEES.**

Each Award of Options will be evidenced by a written agreement, executed by the Participant and the Company or its Subsidiaries orAffiliates which describes the conditions for receiving the Options including the date of Option Award, the purchase price if any, applicable periods, and any other terms and conditions as may be required by applicable securities law. 

The proper officers of the Company shall advise each Participant who is awarded a Stock Grant, in writing, of the number of shares towhich it pertains and the terms and conditions and any restrictions or performance requirements applicable to such Stock Grant; provided they are not inconsistent with the terms, conditions and provisions of the Plan. 

**12. RESTRICTIONS ON SHARES.**

The Committee may require before any shares of Common Stock are issued pursuant to this Plan, that the Participant agrees to subject theshares to such holding periods and restrictions as are determined by the Committee. 

**13. DESIGNATION OF BENEFICIARY.**

A Participant may, with the consent of the Committee, designate a person or persons to receive, in the event of death, any Award to whichthe Participant would then be entitled. Such designation will be made upon forms supplied by and delivered to the Company and may be revoked in writing. If a Participant fails effectively to designate a beneficiary, then theParticipant’s estate will be deemed to be the beneficiary. 

**14. ADJUSTMENTS.**

In the event of any change in the outstanding shares of Common Stock of the Company by reason of any stock dividend or split,recapitalization, merger, consolidation, spin-off, reorganization, combination or exchange of shares, or other similar corporate change, or other increase or decrease in such shares without receipt or payment of consideration by the Company, theCommittee will make such adjustments to previously granted Awards, to prevent dilution or enlargement of the rights of the Participant, including any or all of the following: 

(a) adjustments in the aggregate number or kind of shares of Common Stock which may be awarded under the Plan; 

(b) adjustments in the aggregate number or kind of shares of Common Stock covered by Awards already made under the Plan;

(c) adjustments in the purchase price of outstanding Incentive and/or Non-statutory Stock Options. 

No such adjustments may, however, materially change the value of benefits available to a Participant under a previously granted Award.

**15. WITHHOLDING/GOVERNMENTAL AUTHORITY.**

There may be deducted from each distribution of cash and/or Common Stock under the Plan the amount of tax required by any governmentalauthority to be withheld or paid. The Company may also require a Participant to take, or the Company may take, any other action as may be required by a governmental authority in connection with any distribution under the Plan and the Companymay refrain from making any distributions until such action is taken. 

**16. REGISTRATION OF PLAN ON FORM S-8.**

The Company may register the Plan on a Form S-8 and in such event, will take such additional action as is necessary in connectionwith such registration. The Company may in its sole discretion, however, elect to not register the Plan or to terminate such registration. 

 

8 

**17. TERMINATION AND AMENDMENT OF THE PLAN.**

The Board of Directors may at any time, and from time to time, suspend, terminate, modify or amend the Plan in any respect. 

The Board may determine that stockholder approval of any amendment to this Plan may be advisable for any reason, including but notlimited to, for the purpose of obtaining or retaining any statutory or regulatory benefits under tax, securities or other laws or satisfying applicable stock exchange listing requirements. 

Such suspension, termination, modification or amendment may not affect the rights of a Participant under an outstanding Award, except theBoard may, in connection with a Change in Control, either: (i) replace the Awards granted under this Plan with substantially similar awards under another plan of another party to the Change in Control; (ii) make a payment to allParticipants with respect to Options equal to the difference between the Fair Market Value of the Common Stock on the date of the Change in Control and the exercise price per share of an Option on the Date of Grant in either cash or suchconsideration as the holders of Common Stock of the Company are receiving in the Change of Control transaction or (iii) upon not less than 7 days written notice to all holders of Options, cause all Options to terminate immediately prior to theeffective time of the Change of Control, and if the Board elects, accelerate the Vesting of any or all Options not then vested. Options granted under another plan shall not be substantially similar unless the shares acquired through theexercise of such options are readily tradable on an established securities market. 

No Awards under the Plan shall be grantedmore than ten (10) years after the Effective Date of the Plan. 

**18. EFFECTIVE DATE OF PLAN.**

The Plan shall become effective as of the date that the Plan is approved by the directors of the Company (the “Effective Date”);provided that the Plan is approved by the Company’s stockholders at the next annual meeting of stockholders of the Company and within one (1) year of the Effective Date. The Plan also shall be presented to stockholders of the Companyfor ratification for purposes of: (i) satisfying one of the requirements of Section 422 of the Code governing the tax treatment for Incentive Stock Options; and (ii), if applicable, establishing or maintaining listing on a stock exchangeor system. 

**19. APPLICABLE LAW.**

The Plan will be administered in accordance with the laws of the State of Delaware to the extent not preempted by Federal law as now orhereafter in effect. 

**20. COMPLIANCE WITH SECTION 16.**

With respect to persons subject to Section 16 of the Exchange Act, transactions under this Plan are intended to comply with allapplicable conditions of Rule 16b-3 or its successors under the Exchange Act. To the extent any provision of the Plan or action by the Committee fails to so comply, it shall be deemed null and void, to the extent permitted by law anddeemed advisable by the Committee. 

 

9