EXHIBIT 10.9


GERON CORPORATION 
2006 DIRECTORS’ STOCK OPTION PLAN
(As Amended and Restated Effective
March 13, 2012) 

	1.	Purposes
      of the Plan.
	           
    	


           The purposes
of this Amended and Restated 2006 Directors’ Stock Option Plan are to attract
and retain the best available personnel for service as Directors of the Company,
to provide additional incentive to the Outside Directors of the Company to serve
as Directors, and to encourage their continued service on the
Board.

           All options
granted hereunder shall be “nonqualified stock options”. Awards of Restricted
Stock and Restricted Stock Units may also be granted under this Plan.


	2.	Definitions.
	           
    	 
		As used
      herein, the following definitions shall apply:
	 
		(a)	“Award” shall mean an
      Option, a Restricted Stock award or a Restricted Stock Unit award granted
      to an Outside Director pursuant to the Plan.
		           
    	 
		(b)	“Award Agreement”
      shall mean any written agreement, contract or other instrument or document
      evidencing an Award, including through electronic medium.
	 
		(c)	“Board” shall mean the
      Board of Directors of the Company.
	 
		(d)	“Code” shall mean the
      Internal Revenue Code of 1986, as amended.
	 
		(e)	“Common Stock” shall
      mean the Common Stock of the Company.
	 
		(f)	“Company” shall mean
      Geron Corporation, a Delaware corporation.
	 
		(g)	“Continuous Status as a Director” shall mean the absence of any interruption or
      termination of service as a Director.
	 
		(h)	“Director” shall mean
      a member of the Board.
	 
		(i)	“Employee” shall mean
      any person, including officers and directors, employed by the Company or
      any Parent or Subsidiary of the Company. The payment of a director’s fee
      by the Company shall not be sufficient in and of itself to constitute
      “employment” by the Company.
	 
		(j)	“Exchange Act” shall
      mean the Securities Exchange Act of 1934, as amended.
	 
		(k)	“Option” shall mean a
      stock option granted pursuant to the Plan. All Options shall be
      nonqualified stock options (i.e., options that are not intended to qualify
      as incentive stock options under Section 422 of the Code).
	 
		(l)	“Outside Director”
      shall mean a Director who is not an Employee.
	 
		(m)	“Parent” shall mean a
      “parent corporation”, whether now or hereafter existing, as defined in
      Section 424(e) of the Code.
	 
		(n)	“Participant” shall
      mean an Outside Director who receives an Award.


1







	           
    	(o)	“Plan” shall mean this Amended
      and Restated 2006 Directors’ Stock Option Plan, as it may be amended from
      time to time.
		           
    	
		(p)	“Restricted Stock” shall mean an
      Award of Shares granted to an Outside Director pursuant to Section
      11.
		 
		(q)	“Restricted Stock Unit” shall
      mean an Award granted pursuant to Section 12.
		 
		(r)	“Share” shall mean a share of the
      Common Stock, as adjusted in accordance with Section 14 of the
    Plan.
		 
		(s)	“Subsidiary” shall mean a
      “subsidiary corporation”, whether now or hereafter existing, as defined in
      Section 424(f) of the Code.



	3.	Stock
      Subject to the Plan.
	           
    	


           Subject to
the provisions of Section 14 of the Plan, the maximum aggregate number of Shares
which may be issued pursuant to Awards granted under the Plan is 2,500,000
Shares (the “Pool”) of Common Stock. The Shares may be authorized, but unissued, or
reacquired Common Stock. 

           To the
extent that an Award terminates, expires, or lapses for any reason, any Shares
subject to the Award shall again be available for the grant of an Award pursuant
to the Plan. If Shares which were acquired upon exercise of an Option are
subsequently repurchased by the Company, such Shares shall not in any event be
returned to the Plan and shall not become available for future grant under the
Plan. However, if unvested Shares of Restricted Stock are repurchased by the
Company at their original purchase price or forfeited back to the Company for no
consideration, such Shares shall become available for future grant under the
Plan.

	4.	Administration of and Grants of Awards under the
      Plan.
	          
    	
		(a)	Administrator. Except as
      otherwise required herein, the Plan shall be administered by the
      Board.
		          
    	
		(b)	Procedure for
      Grants. All grants of Options pursuant
      to Section 5 shall be automatic and non-discretionary and shall be made
      strictly in accordance with the provisions set forth in Section 5. In
      addition, the Board may make discretionary grants of Options, Restricted
      Stock or Restricted Stock Units.
	 
		(c)	Powers of the
      Board. Subject to the provisions and
      restrictions of the Plan, the Board shall have the authority, in its
      discretion: (i) to determine, upon review of relevant information and in
      accordance with Section 9(b) of the Plan, the fair market value of the
      Common Stock; (ii) to determine the exercise price per share of Options to
      be granted, which exercise price shall be determined in accordance with
      Section 9(a) of the Plan; (iii) to interpret the Plan; (iv) to prescribe,
      amend and rescind rules and regulations relating to the Plan; (v) to
      authorize any person to execute on behalf of the Company any instrument
      required to effectuate the grant of an Award previously granted hereunder;
      (vi) to make discretionary grants of Options, Restricted Stock and
      Restricted Stock Units and to determine the terms and conditions of such
      Awards, and (vii) to make all other determinations deemed necessary or
      advisable for the administration of the Plan.
	 
		(d)	Effect of Board’s
      Decision. All decisions, determinations
      and interpretations of the Board shall be final and binding on all
      Participants and any other holders of any Awards granted under the
      Plan.
	 
		(e)	Suspension or
      Termination of Option. If the President
      or his or her designee reasonably believes that a Participant has
      committed an act of misconduct, the President may suspend the
      Participant’s right to exercise any Option pending a determination by the
      Board (excluding the Outside Director accused of such misconduct). If the
      Board (excluding the Outside Director accused of such misconduct)
      determines a Participant has committed an act of embezzlement, fraud,
      dishonesty, nonpayment of an obligation owed to
      the Company, breach of fiduciary duty or deliberate disregard of the
      Company rules resulting in loss, damage or injury to the Company, or if a
      Participant makes an unauthorized disclosure of any Company trade secret
      or confidential information, engages in any conduct constituting unfair
      competition, induces any Company customer to breach a contract with the
      Company or induces any principal for whom the Company acts as agent to
      terminate such agency relationship, neither the Participant nor his or her
      estate shall be entitled to exercise any Option whatsoever and such Option
      shall immediately terminate as of such determination (the “date of
      determination”). In making such determination, the Board (excluding the
      Outside Director accused of such misconduct) shall act fairly and shall
      give the Participant an opportunity to appear and present evidence on
      Participant’s behalf at a hearing before the Board or a committee of the
      Board. 


2







	5.	Automatic Grant Program.
	          
    	
		(a)	General. No person shall have
      any discretion to select which Outside Directors shall be granted Awards
      or to determine the number of Shares to be covered by Awards granted to
      Outside Directors pursuant to this Section 5. Subject to the limitations
      set forth in Section 5(d), Outside Directors shall receive automatic
      grants of Awards pursuant to this Section 5 for the number of Shares set
      forth below.
		          
    	
		(b)	First
      Option. Each Outside Director shall be
      automatically granted an Option to purchase 70,000 Shares (the
      “First Option”) on the date on which such person first becomes an Outside
      Director, whether through election by the stockholders of the Company or
      appointment by the Board to fill a vacancy. For the avoidance of doubt,
      unless otherwise determined by the Board, an Executive Chairman of the
      Board, if any, shall not receive a First Option pursuant to this Section
      5(b).
	 
		(c)	Subsequent
      Option. Each Outside Director, other
      than an Outside Director whose First Option is being granted on the date
      of the Annual Meeting of the Company’s stockholders, shall be
      automatically granted an Option to purchase 35,000 Shares (a
      “Subsequent Option”) on the date of the Annual Meeting of the Company’s
      stockholders in each year of his service. For the avoidance of doubt,
      unless otherwise determined by the Board, an Executive Chairman of the
      Board, if any, shall not receive a Subsequent Option pursuant to this
      Section 5(c).
	 
		(d)	Limitations.
				 
			(i)	Notwithstanding the provisions of subsections 5(b) or (c) hereof,
      in the event that a grant would cause the number of Shares subject to
      outstanding Awards plus the number of Shares previously issued pursuant to
      Awards to exceed the Pool, then each such automatic grant shall be for
      that number of Shares determined by dividing the total number of Shares
      remaining available for grant by the number of Outside Directors receiving
      an Award on such date on the automatic grant date, rounded down to the
      nearest whole Share. Any further grants shall then be deferred until such
      time, if any, as additional Shares become available for grant under the
      Plan through action of the stockholders to increase the number of Shares
      which may be issued under the Plan or through cancellation or expiration
      of Awards previously granted hereunder.
			          
    	
			(ii)	The terms of
      each Option granted under this Section 5 shall be as follows:
	 
				(1)	the
      Option shall be exercisable only while the Outside Director remains a
      Director of the Company, except as set forth in Section 10
    hereof.
				          
    	
				(2)	the exercise
      price per Share shall be 100% of the fair market value per Share on the
      date of grant of the Option, determined in accordance with Section 9
      hereof.


3







	                                
    	(3)	a First Option shall
      become exercisable in installments cumulatively as to 33 1/3% of the
      Shares subject to such First Option on each of the first, second and third
      anniversaries of the date of grant of the First Option;
		          
    	
		(4)	a Subsequent Option
      shall become exercisable as to one hundred percent (100%) of the Shares
      subject to such Subsequent Option on the first anniversary of the date of
      the grant of such Subsequent Option; and
	 	
		(5)	Notwithstanding the
      foregoing, exercise of a First Option or Subsequent Option is subject to
      those limitations provided in Section 4(e)
above.

 

	6.	Eligibility.
	           
    	


           Awards may
be granted only to Outside Directors. All Awards described in Section 5 shall be
automatically granted in accordance with the terms set forth in Section 5. In
addition, the Board may make discretionary grants of Options, Restricted Stock
and/or Restricted Stock Units to Outside Directors. An Outside Director who has
been granted an Award may, if he or she is otherwise eligible, be granted an
additional Award or Awards in accordance with such provisions. 

           The Plan (as
well as any Award granted hereunder) shall not confer upon any Participant any
right with respect to continuation of service as a Director or nomination to
serve as a Director, nor shall it interfere in any way with any rights which the
Director or the Company may have to terminate his or her directorship at any
time. 

	7.	Term of
      Plan; Effective Date.
	           
    	


           The Plan
shall become effective upon its initial adoption by the Board and shall continue
in effect until it is terminated under Section 16 of the Plan. No Awards may be
issued under the Plan after the tenth (10th) anniversary of the earlier of (a)
the date upon which the Plan is adopted by the Board or (b) the date the Plan is
approved by the stockholders. 
 

	8.	Term of
      Options.
	           
    	


           The term of
each Option granted pursuant to Section 5 shall be ten (10) years from the date
of grant thereof. The term of each discretionary Option granted pursuant to the
Plan shall have a term specified by the Board at the time of grant, which term
shall not exceed ten (10) years from the date of grant thereof.

 

	9.	Exercise
      Price and Consideration.
	           
    	


	           
    	(a)	Exercise Price. The per Share exercise price for the Shares to be
      issued pursuant to exercise of an Option shall be 100% of the fair market
      value per Share on the date of grant of the Option.
		           
    	
		(b)	Fair Market
      Value. The fair market value shall be
      determined by the Board; provided, however, that where
      there is a public market for the Common Stock, the fair market value per
      Share shall be the mean of the bid and ask prices of the Common Stock in
      the over-the-counter market on the date of grant, or if no closing bid and
      asked prices were reported for such date, the date immediately prior to
      such date during which closing bid and asked prices were quoted for such
      Common Stock, in each case as reported in The Wall Street Journal or such
      other source as the Board deems reliable or, in the event the Common Stock
      is listed on any established stock exchange or a national market system,
      the fair market value per Share shall be the closing sales price for a
      share of such stock (or the closing bid, if no sales were reported) as
      quoted on such exchange or system on the date of grant of the Option, or
      if no bids or sales were reported for such date, then the closing sales
      price (or the closing bid, if no sales were reported) on the trading date
      immediately prior to such date during which a bid or sale occurred, in
      each case, as reported in The Wall
      Street Journal or such other source as
      the Board deems reliable.


4







	            	(c)	Form of
      Consideration. The consideration to be
      paid for the Shares to be issued upon exercise of an Option shall consist
      entirely of cash, check, other Shares of Common Stock having a fair market
      value on the date of surrender equal to the aggregate exercise price of
      the Shares as to which said Option shall be exercised (which, if acquired
      from the Company, shall have been held for at least such holding period as
      is required in order to avoid a charge to the Company’s earnings for
      financial statement purposes), or any combination of such methods of
      payment and/or any other consideration or method of payment as shall be
      permitted under applicable corporate law, including, without limitation,
      by withholding Shares that would otherwise be issued upon the exercise of
      such Option, subject to applicable laws and regulations concerning
      withholding.
		           
    	
	10.	Exercise of
      Option.
	 
		(a)	Procedure for Exercise; Rights
      as a Stockholder. Any Option granted
      pursuant to Section 5 shall be exercisable at such times as are set forth
      in Section 5 hereof; provided, however, that no
      Options shall be exercisable prior to stockholder approval of the Plan in
      accordance with Section 20 hereof has been obtained. Each discretionary
      Option granted pursuant to the Plan shall be exercisable at such times
      specified by the Board at the time of grant.


           An Option
may not be exercised for a fraction of a Share. 

           An Option
shall be deemed to be exercised when written notice of such exercise has been
given to the Company in accordance with the terms of the Option by the person
entitled to exercise the Option and full payment for the Shares with respect to
which the Option is exercised has been received by the Company. Full payment may
consist of any consideration and method of payment allowable under Section 9(c).
Until the issuance (as evidenced by the appropriate entry on the books of the
Company or of a duly authorized transfer agent of the Company) of the stock
certificate evidencing such Shares, no right to vote or receive dividends or any
other rights as a stockholder shall exist with respect to the Shares acquired
upon exercise of an Option, notwithstanding the exercise of the Option. A share
certificate for the number of Shares so acquired shall be issued to the
Participant as soon as practicable after exercise of the Option. No adjustment
will be made for a dividend or other right for which the record date is prior to
the date the stock certificate is issued, except as provided in Section 14.


           Exercise of
an Option in any manner shall result in a decrease in the number of Shares which
thereafter may be available, both for purposes of the Plan and for sale under
the Option, by the number of Shares as to which the Option is exercised. The
post-termination exercise provisions set forth in Sections 10(b), 10(c) and
10(d) shall apply to Options automatically granted pursuant to Section 5, and,
to the extent provided by the Board at the time of grant, to Options granted by
the Board pursuant to its discretionary authority. However, Options granted by
the Board pursuant to its discretionary authority may contain post-termination
exercise provisions which differ from those set forth below.

	           
    	(b)	Termination of Status as a
      Director. If an Outside Director ceases
      to serve as a Director (other than by reason of the Participant’s death or
      the total and permanent disability of the Participant as defined in Code
      Section 22(e)(3) and subject to Section 4(e) hereof), he or she may, but
      only within thirty-six (36) months from the date he or she ceases to be a
      Director of the Company, exercise his or her Option to the extent that he
      or she was entitled to exercise it at the date of such termination.
      Notwithstanding the foregoing, in no event may the Option be exercised
      after its term set forth in Section 8 has expired. To the extent that such
      Outside Director was not entitled to exercise an Option at the date of
      such termination, or does not exercise such Option (which he or she was
      entitled to exercise) within the time specified herein, the Option shall
      terminate. For the avoidance of doubt, if the Outside Director commits an
      act described in Section 4(e) hereof, neither the Outside Director nor his
      or her estate shall be entitled to exercise any Option whatsoever and the
      Option shall terminate as of the date of determination pursuant to Section
      4(e) hereof.
		           
    	
		(c)	Disability of
      Participant. Notwithstanding Section
      10(b) above, in the event an Outside Director is unable to continue his or
      her service as a Director of the Company as a result of his or her total
      and permanent disability (as defined in Section 22(e)(3) of the Code), he
      or she may, but only within twenty-four (24) months from the date of such
      termination, exercise his or her Option to the extent of the right to
      exercise that would have accrued had the Participant remained in
      Continuous Status as Director for thirty-six (36) months (or such lesser
      period of time as is determined by the Board) after the date of such
      termination. Notwithstanding the foregoing, in no event may the Option be
      exercised after its term set forth in Section 8 has expired. To the extent
      that he or she does not exercise such Option (which he or she was entitled
      to exercise) within the time specified herein, the Option shall
      terminate.


5







	           	(d)	Death of
      Participant. In the event of the death
      of a Participant:
		           
    	
			(i)	During the term of the Option, if
      the Participant is, at the time of his or her death, a Director of the
      Company and has been in Continuous Status as a Director since the date of
      grant of the Option, the Option may be exercised, at any time within
      twenty-four (24) months following the date of death, by the Participant’s
      estate or by a person who acquired the right to exercise the Option by
      bequest or inheritance, but only to the extent of the right to exercise
      that would have accrued had the Participant continued living and remained
      in Continuous Status as Director for thirty-six (36) months (or such
      lesser period of time as is determined by the Board) after the date of
      death. Notwithstanding the foregoing, in no event may the Option be
      exercised after its term set forth in Section 8 has expired.
			          
    	 
			(ii)	Within three (3) months after the
      termination of Continuous Status as a Director, the Option may be
      exercised, at any time within six (6) months following the date of death,
      by the Participant’s estate or by a person who acquired the right to
      exercise the Option by bequest or inheritance, but only to the extent of
      the right to exercise that had accrued at the date of termination.
      Notwithstanding the foregoing, in no event may the option be exercised
      after its term set forth in Section 8 has expired.
	 
	11.	Restricted
      Stock.
	 
	            	(a)	General. Restricted Stock may be
      issued to an Outside Director at the discretion of the Board, in
      accordance with this Section 11. The Board shall specify the terms,
      conditions and restrictions related to the Restricted Stock, including the
      number of Shares and the vesting restrictions (if any) applicable to the
      Shares. The Board shall also establish the purchase price, if any, and
      form of payment for the Restricted Stock; provided, however, that if a
      purchase price is charged, such purchase price shall be no less than the
      par value of the Shares to be purchased, unless otherwise permitted by
      applicable state law. In all cases, legal consideration shall be required
      for each issuance of Restricted Stock.
	 
		(b)	Repurchase or
      Forfeiture. Unless the Board determines
      otherwise, the Award Agreement evidencing a Restricted Stock Award granted
      under Section 11 shall grant the Company, upon the termination of the
      Participant’s Continuous Status as a Director for any reason, the
      forfeiture of unvested Shares acquired pursuant to an Award of Restricted
      Stock (or the right to repurchase such Shares at the Outside Director’s
      original purchase price if the Outside Director paid a price to acquire
      such Shares).
	 
		(c)	Other
      Provisions. Restricted Stock shall be
      evidenced by an Award Agreement which shall contain such other terms,
      provisions and conditions not inconsistent with the Plan as may be
      determined by the Board in its sole discretion.
	 
		(d)	Rights as a
      Stockholder. Upon the issuance of the
      Restricted Stock, the Participant shall have rights equivalent to those of
      a stockholder and shall be a stockholder when his or her issuance or
      purchase is entered upon the records of the duly authorized transfer agent
      of the Company. No adjustment shall be made for a dividend or other right
      for which the record date is prior to the date of the Restricted Stock
      issuance, except as provided in Section 14 of the
  Plan.


6







	           	(e)	Certificates for Restricted
      Stock. Restricted Stock granted
      pursuant to the Plan may be evidenced in such manner as the Board shall
      determine. Certificates or book entries evidencing shares of Restricted
      Stock must include an appropriate legend referring to the terms,
      conditions, and restrictions applicable to such Restricted Stock, and the
      Company may, in it sole discretion, retain physical possession of any
      stock certificate until such time as all applicable restrictions
      lapse.
		           
    	
		(f)	Section 83(b)
      Election. If a Participant makes an
      election under Section 83(b) of the Code to be taxed with respect to the
      Restricted Stock as of the date of transfer of the Restricted Stock rather
      than as of the date or dates upon which the Participant would otherwise be
      taxable under Section 83(a) of the Code, the Participant shall be required
      to deliver a copy of such election to the Company promptly after filing
      such election with the Internal Revenue Service.
	 
	12.	Restricted Stock
      Units.
	 
	            	(a)	General. An Outside Director selected by the Board may be
      granted an award of Restricted Stock Units in the manner determined from
      time to time by the Board. The number and terms and conditions of
      Restricted Stock Units shall be determined by the Board.
	 
		(b)	Vesting and
      Distribution. The Board shall specify
      the date or dates on which the Restricted Stock Units shall become fully
      vested and nonforfeitable, and may specify such vesting conditions as it
      deems appropriate, including continued service as a Director or conditions
      based on one or more performance criteria. The Board shall specify, or
      permit the Participant to elect, the conditions and dates upon which the
      Shares underlying the Restricted Stock Units shall be issued, which dates
      shall not be earlier than the date as of which the Restricted Stock Units
      vest and become nonforfeitable and which conditions and dates shall be
      exempt from or subject to compliance with Section 409A of the Code.
      Restricted Stock Units may be paid in cash, Shares, or both, as determined
      by the Board. On the distribution dates, to the extent the Board
      determines that the Restricted Stock Units shall be paid in Shares, the
      Company shall issue to the Participant one unrestricted, fully
      transferable Share (or the fair market value of one such Share in cash)
      for each vested and nonforfeitable Restricted Stock Unit.
	 
		(c)	Rights as a
      Stockholder. Unless otherwise provided
      by the Board, a Participant awarded Restricted Stock Units shall have no
      rights as a Company stockholder with respect to such Restricted Stock
      Units until such time as the Restricted Stock Units have vested and the
      Common Stock underlying the Restricted Stock Units has been
    issued.
	 
		(d)	Other Terms. All Restricted Stock Units shall be subject to such
      additional terms and conditions as determined by the Board and shall be
      evidenced by a written Award Agreement.
	 
	13.	Nontransferability of Awards.


           An Award may
not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any
manner other than by will or by the laws of descent or distribution or pursuant
to a qualified domestic relations order (as defined by the Code or the rules
thereunder). The designation of a beneficiary by a Participant does not
constitute a transfer. An exercisable Option may be exercised during the
lifetime of a Participant only by the Participant or a transferee permitted by
this Section. 

	14.	Adjustments Upon
      Changes in Capitalization; Corporate Transactions.
	           
    	
		(a)	Adjustment. Subject to any required action by the stockholders of
      the Company, the number of shares of Common Stock covered by each
      outstanding Award, the number of shares of Common Stock which have been
      authorized for issuance under the Plan but as to which no Awards have yet
      been granted or which have been returned to the Plan upon cancellation,
      expiration or lapse of an Award, and the number of shares of Common Stock
      to be granted under the provisions set forth in Section 5 of the Plan, as
      well as the price per share of Common Stock covered by each such
      outstanding Award, shall be proportionately adjusted for any increase or
      decrease in the number of issued shares of Common Stock resulting from a
      stock split, reverse stock split, stock dividend, combination or
      reclassification of the Common Stock, or any other increase or decrease in
      the number of issued shares of Common Stock effected without receipt of
      consideration by the Company; provided, however, that
      conversion of any convertible securities of the Company shall not be
      deemed to have been “effected without receipt of consideration.” Such
      adjustment shall be made by the Board, whose determination in that respect
      shall be final, binding and conclusive. Except as expressly provided
      herein, no issuance by the Company of shares of stock of any class, or
      securities convertible into shares of stock of any class, shall affect,
      and no adjustment by reason thereof shall be made with respect to, the
      number or price of shares of Common Stock subject to an
      Award.
		           
    	


7
 







	           
    	(b)	Corporate
      Transactions. In the event of (i) a
      dissolution or liquidation of the Company, (ii) a sale of all or
      substantially all of the Company’s assets, (iii) a merger or consolidation
      in which the Company is not the surviving corporation, or (iv) any other
      capital reorganization in which more than fifty percent (50%) of the
      shares of the Company entitled to vote are exchanged, the Company shall
      give to the Participant, at the time of adoption of the plan for
      liquidation, dissolution, sale, merger, consolidation or reorganization, a
      reasonable time thereafter within which to exercise the Option, including
      Shares as to which the Option would not be otherwise exercisable, prior to
      the effectiveness of such liquidation, dissolution, sale, merger,
      consolidation or reorganization, at the end of which time the Option shall
      terminate, unless the outstanding Option is assumed or an equivalent
      Option substituted by the successor corporation (or a parent or subsidiary
      of the successor corporation) as described below. In addition, except as
      otherwise provided in an Award Agreement, unvested Shares subject to
      Restricted Stock and Restricted Stock Unit Awards shall become fully
      vested immediately prior to the date of such liquidation, dissolution,
      sale, merger, consolidation or reorganization. In connection with such
      transactions, an Award shall terminate upon the consummation of the
      transaction unless the Award is assumed by the successor or survivor
      corporation, or a parent or subsidiary thereof, or shall be substituted
      for by similar awards covering the stock of the successor or survivor
      corporation, or a parent or subsidiary thereof, with appropriate
      adjustments as to the number and kind of shares and prices.
		          
    	
	15.	
      Time of Granting
      Awards.
  



           The date of
grant of an Option pursuant to Section 5 shall, for all purposes, be the date
determined in accordance with Section 5 hereof. The date of grant of other
Awards shall be the date on which the Board makes the determination granting
such Award. Notice of the determination shall be given to each Outside Director
to whom an Award is so granted within a reasonable time after the date of such
grant. 

	16.	Amendment and
      Termination of the Plan.
	          
    	
		(a)	Amendment and
      Termination. The Board may amend or
      terminate the Plan from time to time in such respects as the Board may
      deem advisable; provided, that, to the extent necessary and desirable to comply with
      any applicable law or regulation, the Company shall obtain approval of the
      stockholders of the Company of Plan amendments to the extent and in the
      manner required by such law or regulation.
		          
    	
		(b)	Effect of Amendment or
      Termination. Any such amendment or
      termination of the Plan that would impair the rights of any Participant
      shall not affect Awards already granted to such Participant and such
      Awards shall remain in full force and effect as if this Plan had not been
      amended or terminated, unless mutually agreed otherwise between the
      Participant and the Board, which agreement must be in writing and signed
      by the Participant and the Company.
	 
	17.	Conditions Upon
      Issuance of Shares.


           Shares shall
not be issued pursuant to an Award unless the issuance and delivery of such
Shares pursuant thereto shall comply with all relevant provisions of law,
including, without limitation, the Securities Act of 1933, as amended, the Exchange Act, the rules and regulations promulgated
thereunder, state securities laws, and the requirements of any stock exchange
upon which the Shares may then be listed, and shall be further subject to the
approval of counsel for the Company with respect to such compliance. As a
condition to the issuance of Shares pursuant to an Award, the Company may
require the person acquiring such Shares to represent and warrant at the time of
any such exercise that the Shares are being purchased only for investment and
without any present intention to sell or distribute such Shares, if, in the
opinion of counsel for the Company, such a representation is required by any of
the aforementioned relevant provisions of law. 

8







	18.	Reservation of Shares.
	           
    	


           The Company,
during the term of this Plan, will at all times reserve and keep available such
number of Shares as shall be sufficient to satisfy the requirements of the Plan.
Inability of the Company to obtain authority from any regulatory body having
jurisdiction, which authority is deemed by the Company’s counsel to be necessary
to the lawful issuance and sale of any Shares hereunder, shall relieve the
Company of any liability in respect of the failure to issue or sell such Shares
as to which such requisite authority shall not have been
obtained.
  

	19.	Award
      Agreement.
	           
    	


           Awards shall
be evidenced by Award Agreements in such form as the Board shall
approve.
 

	20.	Stockholder Approval.
	           
    	



           The Plan
will be submitted for the approval of the Company’s stockholders within twelve
(12) months after the date of the Board’s initial adoption of the Plan. Awards
may be granted or awarded prior to such stockholder approval, provided that such Awards
shall not be exercisable, shall not vest and the restrictions thereon shall not
lapse prior to the time when the Plan is approved by the stockholders, and
provided further that if such approval has not been obtained at the end of said
twelve-month period, all Awards previously granted or awarded under the Plan
shall thereupon be canceled and become null and void.
 

	21.	Section
      409A.
	           
    	


           To the
extent that the Board determines that any Award granted under the Plan is
subject to Section 409A of the Code, the Award Agreement evidencing such Award
shall incorporate the terms and conditions required by Section 409A of the Code.
To the extent applicable, the Plan and Award Agreements shall be interpreted in
accordance with Section 409A of the Code and Department of Treasury regulations
and other interpretive guidance issued thereunder, including, without
limitation, any such regulations or other applicable guidance that may be
issued. Notwithstanding any provision of the Plan to the contrary, in the event
that the Board determines that any Award may be subject to Section 409A of the
Code and related Department of Treasury guidance, the Board may adopt such
amendments to the Plan and the applicable Award Agreement (with the consent of
the Participant, to the extent required) or adopt other policies and procedures
(including amendments, policies and procedures with retroactive effect), or take
any other actions, that the Board determines are necessary or appropriate to (a)
exempt the Award from Section 409A of the Code and/or preserve the intended tax
treatment of the benefits provided with respect to the Award, or (b) comply with
the requirements of Section 409A of the Code and related Department of Treasury
guidance and thereby avoid the application of any penalty taxes under such
Section. 


9