exv10w4



 










Exhibit 10.4



CLINICAL DATA, INC.


1991 STOCK OPTION PLAN


1. Purpose.


The purpose of this plan (the "Plan") is to secure for Clinical Data, Inc.
(the "Company") and its shareholders the benefits arising from capital stock
ownership by employees and officers of, and consultants or advisors to, the Company and
its parent and subsidiary corporations (excluding directors of the Company) who are
expected to contribute to the Company’s future growth and success. Except where the
context otherwise requires, the term "Company" shall include the parent and all
present and future subsidiaries of the Company as defined in Sections 425(e) and 425(f) of
the Internal Revenue Code of 1986, as amended or replaced from time to time (the
"Code").


2. Type of Options and Administration.


(a) Types of Options. Options granted pursuant to the Plan shall be authorized
by action of the Board of Directors of the Company (or a Committee designated by the Board
of Directors) and may be either incentive stock options ("Incentive Stock
Options") meeting the requirements of Section 422A of the Code or non-statutory
options which are not intended to meet the requirements of Section 422A of the Code.


(b) Administration. The Plan will be administered by the Board of Directors of
the Company, whose construction and interpretation of the terms and provisions of the Plan
shall be final and conclusive. The Board of Directors may in its sole discretion grant
options to purchase shares of the Company’s common stock, $.01 par value
("Common Stock"), and issue shares upon exercise of such options as provided in
the Plan. The Board shall have authority, subject to the express provisions of the Plan,
to construe the respective option agreements and the Plan, to prescribe, amend and rescind
rules and regulations relating to the Plan, to determine the terms and provisions of the
respective option agreements, which need not be identical, and to make all other
determinations in the judgment of the Board of Directors necessary or desirable for the
administration of the Plan. The Board of Directors may correct any defect or supply any
omission or reconcile any inconsistency in the Plan or in any option agreement in the
manner and to the extent it shall deem expedient to carry the Plan into effect and it
shall be the sole and final judge of such expediency. No director shall be liable for any
action or determination made in good faith. The Board of Directors may, to the full extent
permitted by or consistent with applicable laws or regulations (including, without
limitation, applicable state law and Rule 16b-3 promulgated under the Securities Exchange
Act of 1934 (the "Exchange Act"), or any successor rule ("Rule
16b-3")), delegate any or all of its powers under the Plan to a committee (the
"Committee") appointed by the Board of Directors, and if the Committee is so
appointed all references to the Board of Directors in the Plan shall mean and relate to
such Committee.


(c) Applicability of Rule 16b-3. Those provisions of the Plan which make express
reference to Rule 16b-3 shall apply only to such persons as are required to file reports
under Section 16(a) of the Exchange Act (a "Reporting Person").


3. Eligibility.


(a) General. Options shall be granted to persons who are, at the time of grant,
employees or officers of, or consultants or advisors to, the Company; provided,
that Incentive Stock Options may be granted only to persons who are eligible to receive
such options under Section 422A of the Code. Options shall not be granted to directors of
the Company. A person who has been granted an option may, if he or she is otherwise
eligible, be granted an additional option or options if the Board of Directors shall so
determine.


(b) Grant of Options to Officers. The selection of an officer (as the term
"officer" is defined for purposes of Rule 16b-3) as a participant, the timing of
the option grant, the exercise price of the option and the number of shares for which an
option may be granted to such officer shall be determined either (i) by the Board of
Directors, of which all members shall be "disinterested persons" (as hereinafter
defined), or (ii) by a committee of two or more directors having full authority to act in
the matter, of which all members shall be "disinterested persons." For the
purposes of the Plan, a director shall be deemed to be "disinterested" only if
such person qualifies as a "disinterested person" within the meaning of Rule
16b-3, as such term is interpreted from time to time.


4. Stock Subject to Plan.


Subject to adjustment as provided in Section 14 below, the maximum number of shares of
Common Stock of the Company which may be issued and sold under the Plan is 80,000 shares.
If an option granted under the Plan shall expire or terminate for any reason without
having been exercised in full, the unpurchased shares subject to such option shall again
be available for subsequent option grants under the Plan. If shares issued upon exercise
of an option under the Plan are tendered to the Company in payment of the exercise price
of an option granted under the Plan, such tendered shares shall again be available for
subsequent option grants under the Plan; provided, that in no event shall (i) the total
number of shares issued pursuant to the exercise of Incentive Stock Options under the
Plan, on a cumulative basis, exceed the maximum number of shares authorized for issuance
under the Plan, exclusive of shares made available for issuance pursuant to this sentence
or (ii) the total number of shares issued pursuant to the exercise of options by Reporting
Persons, on a cumulative basis, exceed the maximum number of shares authorized for
issuance under the Plan exclusive of shares made available for issuance pursuant to this
sentence.


5. Forms of Option Agreements.


As a condition to the grant of an option under the Plan, each recipient of an option
shall execute an option agreement in such form not inconsistent with the Plan as may be
approved by the Board of Directors. Such option agreements may differ among recipients.


6. Purchase Price.


(a) General. The purchase price per share of stock deliverable upon the exercise
of an option shall be determined by the Board of Directors, provided, however,
that in the case of an Incentive Stock Option, the exercise price shall not be less than
100% of the fair market value of such stock, as determined by the Board of Directors, at
the time of grant of such option, or less than 110% of such fair market value in the case
of options described in Section 11(b).


(b) Payment of Purchase Price. Options granted under the Plan may provide for
the payment of the exercise price by delivery of cash or a check to the order of the
Company in an amount equal to the exercise price of such options, or, to the extent
provided in the applicable option agreement, (i) by delivery to the Company of shares of
Common Stock of the Company already owned by the optionee and having a fair market value
equal in amount to the exercise price of the options being exercised, (ii) by any other
means which the Board of Directors determines are consistent with the purpose of the Plan
and with applicable laws and regulations (including, without limitation, the provisions of
Rule 16b-3 and Regulation T promulgated by the Federal Reserve Board) or (iii) by any
combination of such methods of payment. The fair market value of any shares of the
Company’s Common Stock or other non-cash consideration which may be delivered upon
exercise of an option shall be determined in such manner as may be prescribed by the Board
of Directors.


7. Option Period.


Each option and all rights thereunder shall expire on such date as shall be set forth
in the applicable option agreement, except that such date, in the case of an Incentive
Stock Option, shall in no case be later than ten years after the date on which the option
is granted.


8. Exercise of Options.


Each option granted under the Plan shall be exercisable either in full or in
installments at such time or times and during such period as shall be set forth in the
agreement evidencing such option, subject to the provisions of the Plan.


9. Nontransferability of Options.


Incentive Stock Options and options granted to Reporting Persons shall not be
assignable or transferable by the person to whom they are granted, either voluntarily or
by operation of law, except by will or the laws of descent and distribution or, in the
case of a non-statutory option granted to a Reporting Person, pursuant to a qualified
domestic relations order (as defined in Section 414(p) of the Code), and, during the life
of the optionee, shall be exercisable only by the optionee.


10. Effect of Termination of Employment or Other Relationship.


The Board of Directors shall determine the period of time, if any, during which an
optionee may exercise an option following (i) the termination of the optionee’s
employment or other relationship with the Company or (ii) the death or disability of the
optionee. Such periods shall be set forth in the agreement evidencing such option.


11. Incentive Stock Options.


Options granted under the Plan which are intended to be Incentive Stock Options shall
be subject to the following additional terms and conditions:


(a) Express Designation. All Incentive Stock Options granted under the Plan
shall, at the time of grant, be specifically designated as such in the option agreement
covering such Incentive Stock Options.


(b) 10% Shareholder. If any employee to whom an Incentive Stock Option is to be
granted under the Plan is, at the time of the grant of such option, the owner of stock
possessing more than 10% of the total combined voting power of all classes of stock of the
Company (after taking into account the attribution of stock ownership rules of Section
425(d) of the Code), then the following special provisions shall be applicable to the
Incentive Stock Option granted to such individual:



  
    (i) The purchase price per share of the Common Stock subject to such Incentive Stock
    Option shall not be less than 110% of the fair market value of one share of Common Stock
    at the time of grant; and

    (ii) The option exercise period shall not exceed five years from the date of grant.

  




(c) Dollar Limitation. For so long as the Code shall so provide, options granted
to any employee under the Plan (and any other incentive stock option plans of the Company)
which are intended to constitute Incentive Stock Options shall not constitute Incentive
Stock Options to the extent that such options, in the aggregate, become exercisable for
the first time in any one calendar year for shares of Common Stock with an aggregate fair
market value (determined as of the respective date or dates of grant) of more than
$100,000.


(d) Termination of Employment, Death or Disability. No Incentive Stock Option
may be exercised unless, at the time of such exercise, the optionee is, and has been
continuously since the date of grant of his or her option, employed by the Company, except
that:



  
    (i) an Incentive Stock Option may be exercised within the period of three months after
    the date the optionee ceases to be an employee of the Company (or within such lesser
    period as may be specified in the applicable option agreement), provided, that the
    agreement with respect to such option may designate a longer exercise period and that the
    exercise after such three-month period shall be treated as the exercise of a non-statutory
    option under the Plan;

    (ii) if the optionee dies while in the employ of the Company, or within three months
    after the optionee ceases to be such an employee, the Incentive Stock Option may be
    exercised by the person to whom it is transferred by will or the laws of descent and
    distribution within the period of one year after the date of death (or within such lesser
    period as may be specified in the applicable option agreement); and

    (iii) if the optionee becomes disabled (within the meaning of Section 22(e)(3) of the
    Code or any successor provision thereto) while in the employ of the Company, the Incentive
    Stock Option may be exercised within the period of one year after the date the optionee
    ceases to be such an employee because of such disability (or within such lesser period as
    may be specified in the applicable option agreement).

  




For all purposes of the Plan and any option granted hereunder, "employment"
shall be defined in accordance with the provisions of Section 1.421-7(h) of the Income Tax
Regulations (or any successor regulations). Notwithstanding the foregoing provisions, no
Incentive Stock Option may be exercised after its expiration date.


12. Additional Provisions.


(a) Additional Option Provisions. The Board of Directors may, in its sole
discretion, include additional provisions in any option granted under the Plan, including
without limitation restrictions on transfer, repurchase rights, commitments to pay cash
bonuses, to make, arrange for or guaranty loans or to transfer other property to optionees
upon exercise of options, or such other provisions as shall be determined by the Board of
Directors; provided that such additional provisions shall not be
inconsistent with any other term or condition of the Plan.


(b) Repurchase of Option Shares. In addition to such other terms, conditions and
restrictions upon options granted under the Plan as shall be imposed by the Board of
Directors, each option granted under the Plan shall provide that:



  
    (i) If an optionee’s employment or other relationship with the Company is
    terminated for any reason (including without limitation the death or disability of the
    optionee), the Company and any person(s) designated by the Company (hereinafter a
    "Designee") shall have the right to purchase from the optionee or his heirs,
    executors, administrators, legal representatives or assigns, as the case may be, at the
    purchase price equal to the fair market value of said shares as of the effective date of
    such termination determined by taking the average of the "bid" and
    "ask" price of the shares quoted in the Wall Street Journal for the
    thirty trading days immediately preceding the effective date of termination (hereinafter
    the "Fair Value"), the aggregate of (i) all shares purchased by said optionee
    under the Plan at any time or times within three (3) years prior to the effective date of
    such termination, (ii) two thirds (2/3) of all shares purchased by said optionee under the
    Plan at any time or times within four (4) years (but more than three (3) years) prior to
    the effective date of such termination, and (iii) one third (1/3) of all shares purchased
    by said optionee under the Plan at any time or times within five (5) years (but more than
    four (4) years) prior to the effective date of such termination (the respective portions
    of such shares set forth in (i)-(iii) above so acquired within said three-year, four-year
    and five-year periods being hereinafter referred to as "Qualified Shares"). Upon
    any termination of his employment, the optionee shall immediately offer (and in the event
    that said optionee fails or is unable to do so, said optionee or his heirs, executors,
    administrators, legal representatives or assignees shall be deemed to have so offered) all
    Qualified Shares to the Company’s Board of Directors for purchase at their Fair
    Value, and the Board of Directors shall have forty-five (45) days after its receipt of any
    such offer to accept or reject said offer, in whole or in part, in the name and on behalf
    of the Company or any Designee. All shares acquired by the optionee more than five (5)
    years prior to the effective date of any such termination of his employment (or otherwise
    not included in the portion of such shares required to be offered to the Company under the
    second preceding sentence), and all Qualified Shares offered to the Board of Directors as
    aforesaid which are not purchased pursuant to an election made within the aforesaid 45-day
    period shall be free of the provisions of this Section 12(b) and the optionee and his
    heirs, executors, administrators, personal representatives or assignees, as the case may
    be, shall be entitled to own, hold and dispose of all such shares free of the provisions
    described in this Section 12(b) and upon such terms and conditions as they may approve.

    (ii) If any ownership or transfer of Qualified Shares is asserted, made or attempted
    contrary to the terms described in this paragraph (b), the Company’s Board of
    Directors shall have the right to purchase for the account of the Company or its Designee
    such shares from the owner thereof or his transferee at any time. In addition to any other
    legal or equitable remedies which it may have, the Company may enforce its rights by
    specific performance to the extent permitted by law. The Company may also refuse for any
    purpose to recognize as a shareholder of the Company any transferee who receives or holds
    any Qualified Shares contrary to the provisions described in this Section 12(b), and the
    Company may retain and/or recover all dividends on such shares which were paid or payable
    subsequent to the date on which the prohibited transfer was made or attempted.

    (iii) Each option shall provide that all certificates representing shares of Common
    Stock acquired by the optionee upon the exercise of the option shall have the following
    legend:

    
      
        "Contractual Restriction on Transfer. The shares of stock represented by
        this certificate are subject to the rights of Clinical Data, Inc. or its designee to
        repurchase such shares pursuant to the provisions of a Stock Option Agreement dated
        between the Company and the optionee."

      

    

  




(c) Acceleration, Extension, Etc. The Board of Directors may, in its sole
discretion, (i) accelerate the date or dates on which all or any particular option or
options granted under the Plan may be exercised or (ii) extend the dates during which all,
or any particular option or options granted under the Plan may be exercised; provided,
however, that no such extension shall be permitted if it would cause the Plan to fail to
comply with Section 422A of the Code or with Rule 16b-3.


(d) Change in Control. Notwithstanding any other provision of the Plan and
except as otherwise provided in the relevant option agreement, in the event of a
"Change in Control of the Company" (as defined below), the exercise dates of all
options then outstanding shall be accelerated in full and any restrictions on exercising
outstanding options issued pursuant to the Plan prior to any given date shall terminate.
For purposes of the Plan, a "Change in Control of the Company" shall occur or be
deemed to have occurred only if (i) any "person", as such term is used in
Sections 13(d) and 14(d) of the Exchange Act (other than the Company, any trustee or other
fiduciary holding securities under an employee benefit plan of the Company, or any
corporation owned directly or indirectly by the stockholders of the Company in
substantially the same proportion as their ownership of stock of the Company), is or
becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange
Act), directly or indirectly, of securities of the Company representing 50% or more of the
combined voting power of the Company’s then outstanding securities; (ii) during any
period of two consecutive years ending during the term of the Plan (not including any
period prior to the adoption of the Plan), individuals who at the beginning of such period
constitute the Board of Directors of the Company, and any new director (other than a
director designated by a person who has entered into an agreement with the Company to
effect any transaction described in clause (i), (iii) or (iv) of this Section 12(d)) whose
election by the Board of Directors or nomination for election by the
Company’s-stockholders was approved by a vote of at least two-thirds of the directors
then still in office who were either directors at the beginning of the period or whose
election or whose nomination for election was previously so approved (collectively, the
"Disinterested Directors"), cease for any reason to constitute a majority of the
Board of Directors; (iii) the stockholders of the Company approve a merger or
consolidation of the Company with any other corporation, other than (A) a merger or
consolidation which would result in the voting securities of the Company outstanding
immediately prior thereto continuing to represent (either by remaining outstanding or by
being converted into voting securities of the surviving entity) more than 50% of the
combined voting power of the voting securities of the Company or such surviving entity
outstanding immediately after such merger or consolidation or (B) a merger or
consolidation effected to implement a recapitalization of the Company (or similar
transaction) in which no "person" (as hereinabove defined) acquires more than
50% of the combined voting power of the Company’s then outstanding securities or (C)
a merger or consolidation which has been approved by a majority of the Disinterested
Directors; or (iv) the stockholders of the Company approve a plan of complete liquidation
of the Company or an agreement for the sale or disposition by the Company of all or
substantially all of the Company’s assets which, in either case, has not previously
been approved by a majority of the Disinterested Directors. Notwithstanding the foregoing,
the Board of Directors of the Company may, in its sole discretion, by a resolution adopted
by two-thirds of the Disinterested Directors prior to the occurrence of any of the events
otherwise constituting a Change in Control of the Company, declare that such event will
not constitute a Change in Control of the Company for the purposes of the Plan. If such
resolution is adopted, such event shall not constitute a Change in Control of the Company
for any purpose of the Plan.


(e) Parachute Payments. Notwithstanding any other provision of the Plan, the
provisions of Section 12(d) shall not be applicable to any option the acceleration of
which would, taking into account any other consideration to be received by the
optionholder from the Company, constitute an excess parachute payment as defined in
Section 280G of the Code.


13. Rights as a Shareholder.


The holder of an option shall have no rights as a shareholder with respect to any
shares covered by the option (including, without limitation, any rights to receive
dividends or non-cash distributions with respect to such shares) until the date of issue
of a stock certificate to him or her for such shares. No adjustment shall be made for
dividends or other rights for which the record date is prior to the date such stock
certificate is issued.


14. Adjustment Provisions for Recapitalizations and Related Transactions.


(a) General. If, through or as a result of any merger, consolidation, sale of
all or substantially all of the assets of the Company, reorganization, recapitalization,
reclassification, stock dividend, stock split, reverse stock split, or other similar
transaction, (i) the outstanding shares of Common Stock are increased or decreased or are
exchanged for a different number or kind of shares or other securities of the Company, or
(ii) additional shares or new or different shares or other securities of the Company or
other non-cash assets are distributed with respect to such shares of Common Stock or other
securities, an appropriate and proportionate adjustment may be made in (x) the maximum
number and kind of shares reserved for issuance under the Plan, (y) the number and kind of
shares or other securities subject to then outstanding options under the Plan, and (z) the
price for each share subject to any then outstanding options under the Plan, without
changing the aggregate purchase price as to which such options remain exercisable,
provided that no adjustment shall be made pursuant to this Section 14 if such adjustment
would cause the Plan to fail to comply with Section 422A of the Code or with Rule 16b-3.


(b) Board Authority to Make Adjustments. Any adjustments under this Section 14
will be made by the Board of Directors, whose determination as to what adjustments, if
any, will be made and the extent thereof will be final, binding and conclusive. No
fractional shares will be issued under the Plan on account of any such adjustments.


15. Merger, Consolidation, Asset Sale, Liquidation, etc.


(a) General. In the event of a consolidation or merger or sale of all or
substantially all of the assets of the Company in which outstanding shares of Common Stock
are exchanged for securities, cash or other property of any other corporation or business
entity or in the event of a liquidation of the Company, the Board of Directors of the
Company, or the board of directors of any corporation assuming the obligations of the
Company, may, in its discretion, take any one or more of the following actions, as to
outstanding options: (i) provide that such options shall be assumed, or equivalent options
shall be substituted, by the acquiring or succeeding corporation (or an affiliate
thereof), provided that any such options substituted for Incentive Stock Options
shall meet the requirements of Section 425(a) of the Code, (ii) upon written notice to the
optionees, provide that all unexercised options will terminate immediately prior to the
consummation of such transaction unless exercised by the optionee within a specified
period following the date of such notice, (iii) in the event of a merger under the terms
of which holders of the Common Stock of the Company will receive upon consummation thereof
a cash payment for each share surrendered in the merger (the "Merger Price"),
make or provide for a cash payment to the optionees equal to the difference between (A)
the Merger Price times the number of shares of Common Stock subject to such outstanding
options (to the extent then exercisable at prices not in excess of the Merger Price) and
(B) the aggregate exercise price of all such outstanding options in exchange for the
termination of such options, and (iv) provide that all or any outstanding options shall
become exercisable in full immediately prior to such event.


(b) Substitute Options. The Company may grant options under the Plan in
substitution for options held by employees of another corporation who become employees of
the Company, or a subsidiary of the Company, as the result of a merger or consolidation of
the employing corporation with the Company or a subsidiary of the Company, or as a result
of the acquisition by the Company, or one of its subsidiaries, of property or stock of the
employing corporation. The Company may direct that substitute options be granted on such
terms and conditions as the Board of Directors considers appropriate in the circumstances.


16. No Special Employment Rights.


Nothing contained in the Plan or in any option shall confer upon any optionee any right
with respect to the continuation of his or her employment by the Company or interfere in
any way with the right of the Company at any time to terminate such employment or to
increase or decrease the compensation of the optionee.


17. Other Employee Benefits.


The amount of any compensation deemed to be received by an employee as a result of the
exercise of an option or the sale of shares received upon such exercise will not
constitute compensation with respect to which any other employee benefits of such employee
are determined, including, without limitation, benefits under any bonus, pension,
profit-sharing, life insurance or salary continuation plan, except as otherwise
specifically determined by the Board of Directors.


18. Amendment of the Plan.


(a) The Board of Directors may at any time, and from time to time, modify or amend the
Plan in any respect, except that if at any time the approval of the shareholders of the
Company is required as to such modification or amendment under Section 422A of the Code or
any successor provision with respect to Incentive Stock Options or under Rule 16b-3 or any
successor provision with respect to options held by Reporting Persons, the Board of
Directors may not effect such modification or amendment without such approval.
Notwithstanding the foregoing, the provisions of Section 3(b) of the Plan may not be
amended more than once every six months, other than to comport with changes in the
Internal Revenue Code, the Employee Retirement Income Security Act, or the rules
thereunder.


(b) The termination or any modification or amendment of the Plan shall not, without the
consent of an optionee, affect his or her rights under an option previously granted to him
or her. With the consent of the optionee affected, the Board of Directors may amend
outstanding option agreements in a manner not inconsistent with the Plan. The Board of
Directors shall have the right to amend or modify (i) the terms and provisions of the Plan
and of any outstanding Incentive Stock Options granted under the Plan to the extent
necessary to qualify any or all such options for such favorable federal income tax
treatment (including deferral of taxation upon exercise) as may be afforded incentive
stock options under Section 422A of the Code and (ii) the terms and provisions of the Plan
and of any outstanding option to the extent necessary to ensure the qualification of the
Plan under Rule 16b-3 or any successor rule.


19. Withholding.


(a) The Company shall have the right to deduct from payments of any kind otherwise due
to the optionee any federal, state or local taxes of any kind required by law to be
withheld with respect to any shares issued upon exercise of options under the Plan.
Subject to the prior approval of the Company, which may be withheld by the Company in its
sole discretion, the optionee may elect to satisfy such obligations, in whole or in part,
(i) by causing the Company to withhold shares of Common Stock otherwise issuable pursuant
to the exercise of an option or (ii) by delivering to the Company shares of Common Stock
already owned by the optionee. The shares so delivered or withheld shall have a fair
market value equal to such withholding obligation. The fair market value of the shares
used to satisfy such withholding obligation shall be determined by the Company as of the
date that the amount of tax to be withheld is to be determined. An optionee who has made
an election pursuant to this Section 19(a) may only satisfy his or her withholding
obligation with shares of Common Stock which are not subject to any repurchase,
forfeiture, unfulfilled vesting or other similar requirements.


(b) Notwithstanding the foregoing, in the case of a Reporting Person, no election to
use shares for the payment of withholding taxes shall be effective unless made in
compliance with any applicable requirements of Rule 16b-3(e) or any successor rule under
such Act.


20. Cancellation and New Grant of Options, Etc.


The Board of Directors shall have the authority to effect, at any time and from time to
time, with the consent of the affected optionees, (i) the cancellation of any or all
outstanding options under the Plan and the grant in substitution therefor of new options
under the Plan covering the same or different numbers of shares of Common Stock and having
an option exercise price per share which may be lower or higher than the exercise price
per share of the cancelled options or (ii) the amendment of the terms of any and all
outstanding options under the Plan to provide an option exercise price per share which is
higher or lower than the then-current exercise price per share of such outstanding
options.


21. Effective Date and Duration of the Plan.


(a) Effective Date. The Plan shall become effective when adopted by the Board of
Directors, but no Incentive Stock Option granted under the Plan shall become exercisable
unless and until the Plan shall have been approved by the Company’s shareholders. If
such shareholder approval is not obtained within twelve months after the date of the
Board’s adoption of the Plan, no options previously granted under the Plan shall be
deemed to be Incentive Stock Options and no Incentive Stock Options shall be granted
thereafter. Amendments to the Plan not requiring shareholder approval shall become
effective when adopted by the Board of Directors; amendments requiring shareholder
approval (as provided in Section 18) shall become effective when adopted by the Board of
Directors, but no Incentive Stock Option issued after the date of such amendment shall
become exercisable (to the extent that such amendment to the Plan was required to enable
the Company to grant such Incentive Stock Option to a particular optionee) unless and
until such amendment shall have been approved by the Company’s shareholders. If such
shareholder approval is not obtained within twelve months of the Board’s adoption of
such amendment, any Incentive Stock Options granted on or after the date of such amendment
shall terminate to the extent that such amendment to the Plan was required to enable the
Company to grant such option to a particular optionee. Subject to this limitation, options
may be granted under the Plan at any time after the effective date and before the date
fixed for termination of the Plan.


(b) Termination. Unless sooner terminated in accordance with Section 15, the
Plan shall terminate, with respect to Incentive Stock Options, upon the earlier of (i) the
close of business on the day next preceding the tenth anniversary of the date of its
adoption by the Board of Directors, or (ii) the date on which all shares available for
issuance under the Plan shall have been issued pursuant to the exercise or cancellation of
options granted under the Plan. Unless sooner terminated in accordance with Section 15,
the Plan shall terminate with respect to options which are not Incentive Stock Options on
the date specified in (ii) above. If the date of termination is determined under (i)
above, then options outstanding on such date shall continue to have force and effect in
accordance with the provisions of the instruments evidencing such options.


22. Provision for Foreign Participants.


The Board of Directors may, without amending the Plan, modify awards or options granted
to participants who are foreign nationals or employed outside the United States to
recognize differences in laws, rules, regulations or customs of such foreign jurisdictions
with respect to tax, securities, currency, employee benefit or other matters.


23. Rule 16b-3.


Notwithstanding anything in the Plan to the contrary, no action may be taken with
respect to the Plan which would cause the Plan to cease to be qualified under Rule 16b-3
or any successor rule, without the express acknowledgment of the Board of Directors that
such disqualification may occur.


		Adopted by the Board of Directors on , 1991.