Exhibit 10.2


 


IMMUNOGEN, INC.


 


2006 EMPLOYEE, DIRECTOR AND
CONSULTANT EQUITY INCENTIVE PLAN

(as amended and restated through November 16, 2010)


 


1.                                      DEFINITIONS.


 


Unless otherwise specified or unless the context otherwise requires,
the following terms, as used in this ImmunoGen, Inc. 2006 Employee,
Director and Consultant Equity Incentive Plan, have the following meanings:


 


Administrator means the Board of Directors, unless it has
delegated power to act on its behalf to the Committee, in which case the Administrator
means the Committee.


 


Affiliate means a corporation which, for purposes of Section 424
of the Code, is a parent or subsidiary of the Company, direct or indirect.


 


Agreement means an agreement between the Company and a
Participant delivered pursuant to the Plan, in such form as the Administrator
shall approve.


 


Board of Directors means the Board of
Directors of the Company.


 


Cause shall include (and is not limited to) dishonesty
with respect to the Company or any Affiliate, insubordination, substantial
malfeasance or non-feasance of duty, unauthorized disclosure of confidential
information, breach by the Participant of any provision of any employment,
consulting, advisory, nondisclosure, non-competition or similar agreement
between the Participant and the Company, and conduct substantially prejudicial
to the business of the Company or any Affiliate provided, however that any
provision in an agreement between the Participant and the Company or an
Affiliate, which contains a conflicting definition of “cause” for termination
and which is in effect at the time of such termination, shall supersede the
definition in this Plan with respect to that Participant.  The determination of the Administrator as to
the existence of Cause will be conclusive on the Participant and the Company.


 


Change of Control means the occurrence of any of the following
events:


 


(i)                                     Ownership.  Any “Person” (as such term is used in
Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as
amended) becomes the “Beneficial Owner” (as defined in Rule 13d-3 under
said Act), directly or indirectly, of securities of the Company representing
50% or more of the total voting power represented by the Company’s then
outstanding voting securities (excluding for this purpose any such voting
securities held by the Company or its Affiliates or by any employee benefit
plan of the 


 

















 


Company)
pursuant to a transaction or a series of related transactions which the Board
of Directors does not approve; or


 


(ii)                                  Merger/Sale of
Assets.  (A) A merger or
consolidation of the Company whether or not approved by the Board of Directors,
other than 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 or the parent of such corporation) at least
50% of the total voting power represented by the voting securities of the
Company or such surviving entity or parent of such corporation, as the
case may be, outstanding immediately after such merger or consolidation; or (B) the
stockholders of the Company approve an agreement for the sale or disposition by
the Company of all or substantially all of the Company’s assets; or


 


(iii)                               Change in Board
Composition.  A change in the composition
of the Board of Directors, as a result of which fewer than a majority of the
directors are Incumbent Directors.  “Incumbent
Directors” shall mean directors who either (A) are directors of the
Company as of November 11, 2006, or (B) are elected, or nominated for
election, to the Board of Directors with the affirmative votes of at least
a majority of the Incumbent Directors at the time of such election or
nomination (but shall not include an individual whose election or nomination is
in connection with an actual or threatened proxy contest relating to the
election of directors to the Company).


 


Code means the United States Internal Revenue Code of
1986, as amended.


 


Committee means the committee of the Board of Directors to
which the Board of Directors has delegated power to act under or pursuant to
the provisions of the Plan.


 


Common Stock means shares of the Company’s common stock, $.01
par value per share.


 


Company means ImmunoGen, Inc., a Massachusetts
corporation.


 


Disability or Disabled means permanent and total
disability as defined in Section 22(e)(3) of the Code.


 


Employee means any employee of the Company or of an
Affiliate (including, without limitation, an employee who is also serving as an
officer or director of the Company or of an Affiliate), designated by the
Administrator to be eligible to be granted one or more Stock Rights under the
Plan.


 


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Fair Market Value of a Share of Common Stock means:


 


(1)                                 If the Common
Stock is listed on a national securities exchange or traded in the
over-the-counter market and sales prices are regularly reported for the Common
Stock, the closing or last price of the Common Stock on the composite tape or
other comparable reporting system for the trading day on the applicable date,
which is the date of grant, and if such applicable date is not a trading day,
the last market trading day prior to such date;


 


(2)                                 If the Common
Stock is not traded on a national securities exchange but is traded on the
over-the-counter market, if sales prices are not regularly reported for the
Common Stock for the trading day referred to in clause (1), and if bid and
asked prices for the Common Stock are regularly reported, the mean between the
bid and the asked price for the Common Stock at the close of trading in the
over-the-counter market for the trading day on which Common Stock was traded on
the applicable date, which is the date of grant, and if such applicable date is
not a trading day, the last market trading day prior to such date; and


 


(3)                                 If the Common
Stock is neither listed on a national securities exchange nor traded in the
over-the-counter market, such value as the Administrator, in good faith, shall
determine.


 


ISO means an option meant to qualify as an incentive
stock option under Section 422 of the Code.


 


Non-Qualified Option means an option which is
not intended to qualify as an ISO.


 


Option means an ISO or Non-Qualified Option granted under
the Plan.


 


Participant means an Employee, director or consultant of the
Company or an Affiliate to whom one or more Stock Rights are granted under the
Plan. As used herein, “Participant” shall include “Participant’s Survivors”
where the context requires.


 


Plan means this ImmunoGen, Inc. 2006 Employee,
Director and Consultant Equity Incentive Plan.


 


Shares means shares of the Common Stock as to which Stock
Rights have been or may be granted under the Plan or any shares of capital
stock into which the Shares are changed or for which they are exchanged within
the provisions of Paragraph 3 of the Plan. 
The Shares issued under the Plan may be authorized and unissued shares
or shares held by the Company in its treasury, or both.


 


Stock-Based Award means a grant by the Company under the Plan
of an equity award or an equity based award which is not an Option or a Stock
Grant.


 


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Stock Grant means a grant by the Company of Shares under the
Plan.


 


Stock Right means a right to Shares or the value of Shares of
the Company granted pursuant to the Plan — an ISO, a Non-Qualified Option, a
Stock Grant or a Stock-Based Award.


 


Survivor means a deceased Participant’s legal
representatives and/or any person or persons who acquired the Participant’s rights
to a Stock Right by will or by the laws of descent and distribution.


 


2.                                      PURPOSES OF THE
PLAN.


 


The Plan is intended to encourage ownership of Shares by Employees and
directors of and certain consultants to the Company in order to attract and
retain such people, to induce them to work for the benefit of the Company or of
an Affiliate and to provide additional incentive for them to promote the
success of the Company or of an Affiliate. 
The Plan provides for the granting of ISOs, Non-Qualified Options, Stock
Grants and Stock-Based Awards.


 


3.                                      SHARES SUBJECT
TO THE PLAN.


 


(a)                                 The number of Shares which
may be issued from time to time pursuant to this Plan shall be the sum of: (i) 8,500,000
shares of Common Stock and (ii) any shares of Common Stock that are
represented by awards granted under the Company’s Restated Stock Option Plan
that are forfeited, expire or are cancelled without delivery of shares of
Common Stock or which result in the forfeiture of shares of Common Stock back
to the Company on or after November 11, 2006, or the equivalent of such
number of Shares after the Administrator, in its sole discretion, has
interpreted the effect of any stock split, stock dividend, combination,
recapitalization or similar transaction in accordance with Paragraph 24 of this
Plan; provided, however, that no more than 5,900,000 Shares shall be added to
the Plan pursuant to this provision.


 


(b)                                 If an Option ceases to be “outstanding”,
in whole or in part (other than by exercise), or if the Company shall reacquire
(at not more than its original issuance price) any Shares issued pursuant to a
Stock Grant or Stock-Based Award, or if any Stock Right expires or is
forfeited, cancelled, or otherwise terminated or results in any Shares not
being issued, the unissued Shares which were subject to such Stock Right shall
again be available for issuance from time to time pursuant to this Plan.
Notwithstanding the foregoing, if a Stock Right is exercised, in whole or in
part, by tender of Shares or if the Company’s tax withholding obligation is
satisfied by withholding Shares, the number of Shares deemed to have been
issued under the Plan for purposes of the limitations set forth in Paragraph 3(a) above
shall be the number of Shares that were subject to the Stock Right or portion
thereof, and not the net number of Shares actually issued and any stock
appreciation right to be settled in shares of Common Stock shall be counted in
full against the number of Shares available for issuance under the Plan,


 


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regardless
of the number of exercise gain shares issued upon settlement of the stock
appreciation right.


 


(c)                                  Not more than
1,000,000 of the total number of Shares reserved for issuance under the Plan
pursuant to Paragraph 3(a) above (as adjusted under Paragraph 24
of this Plan) may be granted as Stock Grants and other Stock-Based Awards whose
intrinsic value is not solely dependent on appreciation in the price of the
Common Stock after the date of grant (“Full Value Awards”).  Options and any other similar Stock-Based
Awards shall not be subject to, and shall not count against, the limit
described in the preceding sentence.  If
a Full Value Award expires, is forfeited, or otherwise lapses, the Shares that
were subject to the Full Value Award shall be restored to the total number of
Shares available for grant as Full Value Awards pursuant to this
paragraph.  Except in the case of death,
disability, retirement or Change of Control, Full Value Awards shall not vest,
and any right of the Company to restrict or reacquire Shares subject to Full
Value Awards shall not lapse, (i) in the case of performance-based
vesting, less than one (1) year from the date of grant and
(ii) in the case of time-based vesting, less than three (3) years
from the date of grant, provided that time-based vesting may occur
incrementally over such three-year period. 
Notwithstanding the foregoing, Full Value Awards may be granted to
non-employee directors having time-based vesting of less than three (3) years
from the date of grant so long as no more than ten percent (10%) of the
Shares reserved for issuance under the Plan pursuant to Paragraph 3(a) above
(as adjusted under Paragraph 24 of this Plan) may be granted in the
aggregate pursuant to such awards from and after September 22, 2010 .


 


4.                                      ADMINISTRATION
OF THE PLAN.


 


The Administrator of the Plan will be the Board of Directors, except to
the extent the Board of Directors delegates its authority to the Committee, in
which case the Committee shall be the Administrator.  Subject to the provisions of the Plan, the
Administrator is authorized to:


 


a.                                      Interpret the
provisions of the Plan and all Stock Rights and to make all rules and
determinations which it deems necessary or advisable for the administration of
the Plan;


 


b.                                      Determine which
Employees, directors and consultants shall be granted Stock Rights;


 


c.                                       Determine the
number of Shares for which a Stock Right or Stock Rights shall be granted, provided, however, that in no event shall Stock Rights
with respect to more than 500,000 Shares be granted to any Participant in any
fiscal year;


 


d.                                      Specify the
terms and conditions upon which a Stock Right or Stock Rights may be granted;
and


 


e.                                       Adopt any
sub-plans applicable to residents of any specified jurisdiction as it deems
necessary or appropriate in order to comply with or take advantage of any tax
or other laws applicable to the Company or to Plan Participants or to


 


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otherwise facilitate the administration of the Plan, which sub-plans
may include additional restrictions or conditions applicable to Stock Rights or
Shares issuable pursuant to a Stock Right;


 


provided,
however, that all such interpretations, rules, determinations, terms and
conditions shall be made and prescribed in the context of preserving the tax
status under Section 422 of the Code of those Options which are designated
as ISOs.  Subject to the foregoing, the
interpretation and construction by the Administrator of any provisions of the
Plan or of any Stock Right granted under it shall be final, unless otherwise
determined by the Board of Directors, if the Administrator is the
Committee.  In addition, if the
Administrator is the Committee, the Board of Directors may take any action
under the Plan that would otherwise be the responsibility of the Committee.


 


To the extent permitted under applicable law, the Board of Directors or
the Committee may allocate all or any portion of its responsibilities and
powers to any one or more of its members and may delegate all or any portion of
its responsibilities and powers to any other person selected by it; provided
that only a Committee consisting solely of non-employee directors (or the full
Board when only non-employee directors are present and voting) shall have the authority
to grant Options, Stock Grants or Stock-Based Awards to non-employee directors,
or to amend the terms of any such awards in a manner that would accelerate the
exercisability or vesting of, or lapsing of any right by the Company to
restrict or reacquire Shares subject to, all or any portion of any such award.
The Board of Directors or the Committee may revoke any such allocation or
delegation at any time.


 


5.                                      ELIGIBILITY FOR
PARTICIPATION.


 


The Administrator will, in its sole discretion, name the Participants
in the Plan, provided, however, that each Participant must be an Employee,
director or consultant of the Company or of an Affiliate at the time a Stock
Right is granted.  Notwithstanding the
foregoing, the Administrator may authorize the grant of a Stock Right to a
person not then an Employee, director or consultant of the Company or of an
Affiliate; provided, however, that the actual grant of such Stock Right shall
be conditioned upon such person becoming eligible to become a Participant at or
prior to the time of the execution of the Agreement evidencing such Stock
Right.  ISOs may be granted only to
Employees.  Non-Qualified Options, Stock
Grants and Stock-Based Awards may be granted to any Employee, director or
consultant of the Company or an Affiliate. 
The granting of any Stock Right to any individual shall neither entitle
that individual to, nor disqualify him or her from, participation in any other
grant of Stock Rights.


 


6.                                      TERMS AND
CONDITIONS OF OPTIONS.


 


Each Option shall be set forth in writing in an Option Agreement, duly
executed by the Company and, to the extent required by law or requested by the
Company, by the Participant.  The
Administrator may provide that Options be granted subject to such terms and
conditions, consistent with the terms and conditions specifically required
under this Plan, as the


 


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Administrator
may deem appropriate including, without limitation, subsequent approval by the
shareholders of the Company of this Plan or any amendments thereto.  The Option Agreements shall be subject to at
least the following terms and conditions:


 


a.                                      Non-Qualified
Options:  Each Option intended to be a
Non-Qualified Option shall be subject to the terms and conditions which the
Administrator determines to be appropriate and in the best interest of the
Company, subject to the following minimum standards for any such Non-Qualified
Option:


 


i.                                          Option Price: Each Option
Agreement shall state the option price (per share) of the Shares covered by
each Option, which option price shall be determined by the Administrator but
shall not be less than the Fair Market Value per share of Common Stock.


 


ii.                                       Number of
Shares: Each Option Agreement shall state the number of Shares to which it
pertains.


 


iii.                                    Option Periods:  Each Option Agreement shall state the date or
dates on which it first is exercisable and the date after which it may no
longer be exercised, provided that each Non-Qualified Option shall terminate
not more than ten years from the date of the grant.  Each Option Agreement may provide that the
Option rights accrue or become exercisable in installments over a period of
months or years, or upon the occurrence of certain conditions or the attainment
of stated goals or events.


 


iv.                                   Option Conditions:  Exercise of any Option may be conditioned
upon the Participant’s execution of a Share purchase agreement in form
satisfactory to the Administrator providing for certain protections for the
Company and its other shareholders, including requirements that:


 


A.                                    The Participant’s
or the Participant’s Survivors’ right to sell or transfer the Shares may be
restricted; and


 


B.                                    The Participant
or the Participant’s Survivors may be required to execute letters of investment
intent and must also acknowledge that the Shares will bear legends noting any
applicable restrictions.


 


b.                                      ISOs:  Each Option intended to be an ISO shall be
issued only to an Employee and be subject to the following terms and
conditions, with such additional restrictions or changes as the Administrator
determines are appropriate but not in conflict with Section 422 of the
Code and relevant regulations and rulings of the Internal Revenue Service:


 


i.                                          Minimum
standards:  The ISO
shall meet the minimum standards required of Non-Qualified Options, as
described in Paragraph 6(a) above.


 


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ii.                                       Option Price:  Immediately before the ISO is granted, if the
Participant owns, directly or by reason of the applicable attribution rules in
Section 424(d) of the Code:


 


A.                                    10% or less
of the total combined voting power of all classes of stock of the Company or an
Affiliate, the Option price per share of the Shares covered by each ISO shall
not be less than 100% of the Fair Market Value per share of the Shares on the
date of the grant of the Option; or


 


B.                                    More than 10%
of the total combined voting power of all classes of stock of the Company or an
Affiliate, the Option price per share of the Shares covered by each ISO shall
not be less than 110% of the Fair Market Value on the date of grant.


 


iii.                                    Term of Option:  For Participants who own:


 


A.                                    10% or less
of the total combined voting power of all classes of stock of the Company or an
Affiliate, each ISO shall terminate not more than ten years from the date of
the grant or at such earlier time as the Option Agreement may provide; or


 


B.                                    More than 10%
of the total combined voting power of all classes of stock of the Company or an
Affiliate, each ISO shall terminate not more than five years from the date of
the grant or at such earlier time as the Option Agreement may provide.


 


iv.                                   Limitation on
Yearly Exercise:  The Option
Agreements shall restrict the amount of ISOs which may become exercisable in
any calendar year (under this or any other ISO plan of the Company or an
Affiliate) so that the aggregate Fair Market Value (determined at the time each
ISO is granted) of the stock with respect to which ISOs are exercisable for the
first time by the Participant in any calendar year does not exceed $100,000.


 


7.                                      TERMS AND CONDITIONS
OF STOCK GRANTS.


 


Each offer of a Stock Grant to a Participant shall state the date prior
to which the Stock Grant must be accepted by the Participant, and the principal
terms of each Stock Grant shall be set forth in an Agreement, duly executed by
the Company and, to the extent required by law or requested by the Company, by
the Participant.  The Agreement shall be
in a form approved by the Administrator and shall contain terms and conditions
which the Administrator determines to be appropriate and in the best interest
of the Company, subject to the following minimum standards:


 


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(a)                                 Each Agreement
shall state the purchase price (per share), if any, of the Shares covered by
each Stock Grant, which purchase price shall be determined by the Administrator
but shall not be less than the minimum consideration required by the Massachusetts
General Corporation Law on the date of the grant of the Stock Grant;


 


(b)                                 Each Agreement
shall state the number of Shares to which the Stock Grant pertains; and


 


(c)                                  Each Agreement
shall include the terms of any right of the Company to restrict or reacquire
the Shares subject to the Stock Grant, including the time and events upon which
such rights shall accrue and the purchase price therefor, if any.


 


8.                                      TERMS AND
CONDITIONS OF OTHER STOCK-BASED AWARDS.


 


The Administrator shall have the right to grant other Stock-Based
Awards based upon the Common Stock having such terms and conditions as the
Administrator may determine, including, without limitation, the grant of Shares
based upon certain conditions, the grant of securities convertible into Shares
and the grant of stock appreciation rights, phantom stock awards, stock units
deferred or otherwise.  The principal
terms of each Stock-Based Award shall be set forth in an Agreement, duly
executed by the Company and, to the extent required by law or requested by the
Company, by the Participant.  The
Agreement shall be in a form approved by the Administrator and shall contain
terms and conditions which the Administrator determines to be appropriate and
in the best interest of the Company. 
Under no circumstances may the Agreement covering stock appreciation
rights (a) have an exercise price (per share) that is less than the Fair
Market Value per share of Common Stock on the date of grant or (b) expire
more than ten years following the date of grant.


 


9.                                      EXERCISE OF
OPTIONS AND ISSUE OF SHARES.


 


An Option (or any part or installment thereof) shall be exercised by
giving written notice to the Company or its designee, together with provision
for payment of the full purchase price in accordance with this Paragraph for
the Shares as to which the Option is being exercised, and upon compliance with
any other condition(s) set forth in the Option Agreement.  Such notice shall be signed by the person
exercising the Option, shall state the number of Shares with respect to which
the Option is being exercised and shall contain any representation required by
the Plan or the Option Agreement. 
Payment of the purchase price for the Shares as to which such Option is
being exercised shall be made (a) in United States dollars in cash or by
check, or (b) at the discretion of the Administrator, through delivery of
shares of Common Stock having a Fair Market Value equal as of the date of the
exercise to the cash exercise price of the Option and held for at least six months, or (c) at the discretion of
the Administrator, by having the Company retain from the shares otherwise
issuable upon exercise of the Option, a number of shares having a Fair Market
Value equal as of the date of exercise to the exercise price of the Option, or (d) at
the discretion of the Administrator, in accordance with a cashless exercise
program established


 


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with
a securities brokerage firm, and approved by the Administrator, or (e) at
the discretion of the Administrator, by any combination of (a), (b), (c) and
(d) above or (f) at the discretion of the Administrator, payment of
such other lawful consideration as the Administrator may determine.
Notwithstanding the foregoing, the Administrator shall accept only such payment
on exercise of an ISO as is permitted by Section 422 of the Code.


 


The Company shall then reasonably promptly deliver the Shares as to
which such Option was exercised to the Participant (or to the Participant’s
Survivors, as the case may be).  In determining
what constitutes “reasonably promptly,” it is expressly understood that the
issuance and delivery of the Shares may be delayed by the Company in order to
comply with any law or regulation (including, without limitation, state
securities or “blue sky” laws) which requires the Company to take any action
with respect to the Shares prior to their issuance.  The Shares shall, upon delivery, be fully
paid, non-assessable Shares.


 


The Administrator shall have the right to accelerate the date of
exercise of any installment of any Option; provided that the Administrator
shall not accelerate the exercise date of any installment of any Option granted
to an Employee as an ISO (and not previously converted into a Non-Qualified
Option pursuant to Paragraph 27) without the prior approval of the Employee, if
such acceleration would violate the annual vesting limitation contained in Section 422(d) of
the Code, as described in Paragraph 6(b)(iv).


 


The Administrator may, in its discretion, amend any term or condition of
an outstanding Option provided (i) such term or condition as amended is
permitted by the Plan, (ii) any such amendment shall be made only with the
consent of the Participant to whom the Option was granted, or in the event of
the death of the Participant, the Participant’s Survivors, if the amendment is adverse to the
Participant, and (iii) any such amendment of any Option shall be
made only after the Administrator determines whether such amendment would
constitute a “modification” of any Option which is an ISO (as that term is
defined in Section 424(h) of the Code) or would cause any adverse tax
consequences for the holder of such Option including, but not limited to,
pursuant to Section 409A of the Code.


 


10.                               ACCEPTANCE OF
STOCK GRANTS AND STOCK-BASED AWARDS AND ISSUE OF SHARES.


 


A Stock Grant or Stock-Based Award (or any part or installment thereof)
shall be accepted by executing the applicable Agreement and delivering it to
the Company or its designee, together with provision for payment of the full
purchase price, if any, in accordance with this Paragraph for the Shares as to
which such Stock Grant or Stock-Based Award is being accepted, and upon
compliance with any other conditions set forth in the applicable Agreement.  Payment of the purchase price for the Shares
as to which such Stock Grant or Stock-Based Award is being accepted shall be
made (a) in United States dollars in cash or by check, or (b) at the
discretion of the Administrator, through delivery of shares of Common Stock held for at least six months and
having a Fair Market Value equal as of the date of acceptance of the Stock
Grant or Stock Based-Award to the purchase price of the Stock Grant or
Stock-Based Award, or (c) at the discretion of the Administrator, by any
combination of (a) and (b) above; or (d) at the


 


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discretion
of the Administrator, payment of such other lawful consideration as the
Administrator may determine.


 


The Company shall then, if required by the applicable Agreement, reasonably
promptly deliver the Shares as to which such Stock Grant or Stock-Based Award
was accepted to the Participant (or to the Participant’s Survivors, as the case
may be), subject to any escrow provision set forth in the applicable
Agreement.  In determining what
constitutes “reasonably promptly,” it is expressly understood that the issuance
and delivery of the Shares may be delayed by the Company in order to comply
with any law or regulation (including, without limitation, state securities or “blue
sky” laws) which requires the Company to take any action with respect to the
Shares prior to their issuance.


 


The Administrator may, in its discretion, amend any term or condition
of an outstanding Stock Grant, Stock-Based Award or applicable Agreement provided
(i) such term or condition as amended is permitted by the Plan, and (ii) any
such amendment shall be made only with the consent of the Participant to whom
the Stock Grant or Stock-Based Award was made, if the amendment is adverse to the Participant.


 


11.                               RIGHTS AS A
SHAREHOLDER.


 


No Participant to whom a Stock Right has been granted shall have rights
as a shareholder with respect to any Shares covered by such Stock Right, except
after due exercise of the Option or acceptance of the Stock Grant or as set
forth in any Agreement, and tender of the full purchase price, if any, for the
Shares being purchased pursuant to such exercise or acceptance and registration
of the Shares in the Company’s share register in the name of the Participant.


 


12.                               ASSIGNABILITY
AND TRANSFERABILITY OF STOCK RIGHTS.


 


By its terms, a Stock Right granted to a Participant shall not be
transferable by the Participant other than (i) by will or by the laws of
descent and distribution, or (ii) as approved by the Administrator in its
discretion and set forth in the applicable Agreement.  Notwithstanding the foregoing, an ISO
transferred except in compliance with clause (i) above shall no longer
qualify as an ISO.  The designation of a
beneficiary of a Stock Right by a Participant, with the prior approval of the
Administrator and in such form as the Administrator shall prescribe, shall not
be deemed a transfer prohibited by this Paragraph.  Except as provided above, a Stock Right shall
only be exercisable or may only be accepted, during the Participant’s lifetime,
by such Participant (or by his or her legal representative) and shall not be
assigned, pledged or hypothecated in any way (whether by operation of law or
otherwise) and shall not be subject to execution, attachment or similar process.  Any attempted transfer, assignment, pledge,
hypothecation or other disposition of any Stock Right or of any rights granted
thereunder contrary to the provisions of this Plan, or the levy of any
attachment or similar process upon a Stock Right, shall be null and void.


 


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13.                               EFFECT ON
OPTIONS OF TERMINATION OF SERVICE OTHER THAN FOR CAUSE OR DEATH OR DISABILITY.


 


Except as otherwise provided in a Participant’s Option Agreement, in
the event of a termination of service (whether as an employee, director or
consultant) with the Company or an Affiliate before the Participant has
exercised an Option, the following rules apply:


 


a.                                      A Participant
who ceases to be an employee, director or consultant of the Company or of an
Affiliate (for any reason other than termination for Cause, Disability, or
death for which events there are special rules in Paragraphs 14, 15, and
16, respectively), may exercise any Option granted to him or her to the extent
that the Option is exercisable on the date of such termination of service, but
only within such term as the Administrator has designated in a Participant’s
Option Agreement.


 


b.                                      Except as
provided in Subparagraph (c) below, or Paragraph 15 or 16, in no event may
an Option intended to be an ISO, be exercised later than three months after the
Participant’s termination of employment.


 


c.                                       The provisions
of this Paragraph, and not the provisions of Paragraph 15 or 16, shall apply to
a Participant who subsequently becomes Disabled or dies after the termination
of employment, director status or consultancy; provided, however, in the case
of a Participant’s Disability or death within three months after the
termination of employment, director status or consultancy, the Participant or the
Participant’s Survivors may exercise the Option within one year after the date
of the Participant’s termination of service, but in no event after the date of
expiration of the term of the Option.


 


d.                                      Notwithstanding
anything herein to the contrary, if subsequent to a Participant’s termination
of employment, termination of director status or termination of consultancy,
but prior to the exercise of an Option, the Board of Directors determines that,
either prior or subsequent to the Participant’s termination, the Participant
engaged in conduct which would constitute Cause, then such Participant shall
forthwith cease to have any right to exercise any Option.


 


e.                                       A Participant
to whom an Option has been granted under the Plan who is absent from the
Company or an Affiliate because of temporary disability (any disability other
than a Disability as defined in Paragraph 1 hereof), or who is on leave of
absence for any purpose, shall not, during the period of any such absence, be
deemed, by virtue of such absence alone, to have terminated such Participant’s
employment, director status or consultancy with the Company or with an
Affiliate, except as the Administrator may otherwise expressly provide.


 


f.                                        Except as
required by law or as set forth in a Participant’s Option Agreement, Options
granted under the Plan shall not be affected by any change of a Participant’s
status within or among the Company and any Affiliates, so long as


 


12

















 


the Participant continues to be an employee, director or consultant of
the Company or any Affiliate.


 


14.                               EFFECT ON
OPTIONS OF TERMINATION OF SERVICE FOR CAUSE.


 


Except as otherwise provided in a Participant’s Option Agreement, the
following rules apply if the Participant’s service (whether as an
employee, director or consultant) with the Company or an Affiliate is
terminated for Cause prior to the time that all his or her outstanding Options
have been exercised:


 


a.                                      All outstanding
and unexercised Options as of the time the Participant is notified his or her
service is terminated for Cause will immediately be forfeited.


 


b.                                      Cause is not
limited to events which have occurred prior to a Participant’s termination of
service, nor is it necessary that the Administrator’s finding of Cause occur
prior to termination.  If the
Administrator determines, subsequent to a Participant’s termination of service
but prior to the exercise of an Option, that either prior or subsequent to the
Participant’s termination the Participant engaged in conduct which would constitute
Cause, then the right to exercise any Option is forfeited.


 


15.                               EFFECT ON
OPTIONS OF TERMINATION OF SERVICE FOR DISABILITY.


 


Except as otherwise provided in a Participant’s Option Agreement:


 


a.                                      A Participant
who ceases to be an employee, director or consultant of the Company or of an
Affiliate by reason of Disability may exercise any Option granted to such
Participant:


 


(i)                                     To the extent
that the Option has become exercisable but has not been exercised on the date
of Disability; and


 


(ii)                                  In the event
rights to exercise the Option accrue periodically, to the extent of a pro rata
portion through the date of Disability of any additional vesting rights that
would have accrued on the next vesting date had the Participant not become
Disabled.  The proration shall be based
upon the number of days accrued in the current vesting period prior to the date
of Disability.


 


b.                                      A Disabled
Participant may exercise such rights only within the period ending one year
after the date of the Participant’s Disability, notwithstanding that the
Participant might have been able to exercise the Option as to some or all of
the Shares on a later date if the Participant had not become Disabled and had
continued to be an employee, director or consultant or, if earlier, within the
originally prescribed term of the Option.


 


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c.                                       The
Administrator shall make the determination both of whether Disability has
occurred and the date of its occurrence (unless a procedure for such determination
is set forth in another agreement between the Company and such Participant, in
which case such procedure shall be used for such determination).  If requested, the Participant shall be
examined by a physician selected or approved by the Administrator, the cost of
which examination shall be paid for by the Company.


 


16.                               EFFECT ON
OPTIONS OF DEATH WHILE AN EMPLOYEE, DIRECTOR OR CONSULTANT.


 


Except as otherwise provided in a Participant’s Option Agreement:


 


a.                                      In the event of
the death of a Participant while the Participant is an employee, director or
consultant of the Company or of an Affiliate, such Option may be exercised by
the Participant’s Survivors:


 


(i)                                     To the extent
that the Option has become exercisable but has not been exercised on the date
of death; and


 


(ii)                                  In the event
rights to exercise the Option accrue periodically, to the extent of a pro rata
portion through the date of death of any additional vesting rights that would
have accrued on the next vesting date had the Participant not died.  The proration shall be based upon the number
of days accrued in the current vesting period prior to the Participant’s date
of death.


 


b.                                      If the
Participant’s Survivors wish to exercise the Option, they must take all
necessary steps to exercise the Option within one year after the date of death
of such Participant, notwithstanding that the decedent might have been able to
exercise the Option as to some or all of the Shares on a later date if he or
she had not died and had continued to be an employee, director or consultant
or, if earlier, within the originally prescribed term of the Option.


 


17.                               EFFECT OF
TERMINATION OF SERVICE ON UNACCEPTED STOCK GRANTS.


 


In the event of a termination of service (whether as an employee,
director or consultant) with the Company or an Affiliate for any reason before
the Participant has accepted a Stock Grant, such offer shall terminate.


 


For purposes of this Paragraph 17 and Paragraph 18 below, a Participant
to whom a Stock Grant has been offered and accepted under the Plan who is
absent from work with the Company or with an Affiliate because of temporary
disability (any disability other than a Disability as defined in Paragraph 1
hereof), or who is on leave of absence for any purpose, shall not, during the
period of any such absence, be deemed, by virtue of such absence alone, to have
terminated


 


14

















 


such
Participant’s employment, director status or consultancy with the Company or
with an Affiliate, except as the Administrator may otherwise expressly provide.


 


In addition, for purposes of this Paragraph 17 and Paragraph 18 below,
any change of employment or other service within or among the Company and any
Affiliates shall not be treated as a termination of employment, director status
or consultancy so long as the Participant continues to be an employee, director
or consultant of the Company or any Affiliate.


 


18.                               EFFECT ON STOCK
GRANTS OF TERMINATION OF SERVICE OTHER THAN FOR CAUSE OR DEATH OR DISABILITY.


 


Except as otherwise provided in a Participant’s Stock Grant Agreement,
in the event of a termination of service (whether as an employee, director or
consultant), other than termination for Cause, Disability, or death for which
events there are special rules in Paragraphs 19, 20, and 21, respectively,
before all forfeiture provisions or Company rights of repurchase shall have
lapsed, then the Company shall have the right to cancel or repurchase that
number of Shares subject to a Stock Grant as to which the Company’s forfeiture
or repurchase rights have not lapsed.


 


19.                               EFFECT ON STOCK
GRANTS OF TERMINATION OF SERVICE FOR CAUSE.


 


Except as otherwise provided in a Participant’s Stock Grant Agreement,
the following rules apply if the Participant’s service (whether as an
employee, director or consultant) with the Company or an Affiliate is
terminated for Cause:


 


a.                                      All Shares
subject to any Stock Grant that remain subject to forfeiture provisions or as
to which the Company shall have a repurchase right shall be immediately
forfeited to the Company as of the time the Participant is notified his or her
service is terminated for Cause.


 


b.                                      Cause is not
limited to events which have occurred prior to a Participant’s termination of
service, nor is it necessary that the Administrator’s finding of Cause occur
prior to termination.  If the
Administrator determines, subsequent to a Participant’s termination of service,
that either prior or subsequent to the Participant’s termination the
Participant engaged in conduct which would constitute Cause, then the Company’s
right to repurchase all of such Participant’s Shares shall apply.


 


20.                               EFFECT ON STOCK
GRANTS OF TERMINATION OF SERVICE FOR DISABILITY.


 


Except as otherwise provided in a Participant’s Stock Grant Agreement,
the following rules apply if a Participant ceases to be an employee,
director or consultant of the Company or of


 


15

















 


an
Affiliate by reason of Disability:  to
the extent the forfeiture provisions or the Company’s rights of repurchase have
not lapsed on the date of Disability, they shall be exercisable; provided,
however, that in the event such forfeiture provisions or rights of repurchase
lapse periodically, such provisions or rights shall lapse to the extent of a
pro rata portion of the Shares subject to such Stock Grant through the date of
Disability as would have lapsed had the Participant not become Disabled.  The proration shall be based upon the number
of days accrued prior to the date of Disability.


 


The Administrator shall make the determination both of whether
Disability has occurred and the date of its occurrence (unless a procedure for
such determination is set forth in another agreement between the Company and
such Participant, in which case such procedure shall be used for such determination).  If requested, the Participant shall be
examined by a physician selected or approved by the Administrator, the cost of
which examination shall be paid for by the Company.


 


21.                               EFFECT ON STOCK
GRANTS OF DEATH WHILE AN EMPLOYEE, DIRECTOR OR CONSULTANT.


 


Except as otherwise provided in a Participant’s Stock Grant Agreement,
the following rules apply in the event of the death of a Participant while
the Participant is an employee, director or consultant of the Company or of an
Affiliate:  to the extent the forfeiture
provisions or the Company’s rights of repurchase have not lapsed on the date of
death, they shall be exercisable; provided, however, that in the event such
forfeiture provisions or rights of repurchase lapse periodically, such
provisions or rights shall lapse to the extent of a pro rata portion of the
Shares subject to such Stock Grant through the date of death as would have
lapsed had the Participant not died.  The
proration shall be based upon the number of days accrued prior to the Participant’s
death.


 


22.                               PURCHASE FOR
INVESTMENT.


 


Unless the offering and sale of the Shares to be issued upon the
particular exercise or acceptance of a Stock Right shall have been effectively
registered under the Securities Act of 1933, as now in force or hereafter
amended (the “1933 Act”), the Company shall be under no obligation to issue the
Shares covered by such exercise unless and until the following conditions have
been fulfilled:


 


a.                                      The person(s) who
exercise(s) or accept(s) such Stock Right shall warrant to the
Company, prior to the receipt of such Shares, that such person(s) are
acquiring such Shares for their own respective accounts, for investment, and
not with a view to, or for sale in connection with, the distribution of any
such Shares, in which event the person(s) acquiring such Shares shall be
bound by the provisions of the following legend which shall be endorsed upon
the certificate(s) evidencing their Shares issued pursuant to such
exercise or such grant:


 


16






 












 


“The shares represented by this certificate have been taken for
investment and they may not be sold or otherwise transferred by any person,
including a pledgee, unless (1) either (a) a Registration Statement
with respect to such shares shall be effective under the Securities Act of
1933, as amended, or (b) the Company shall have received an opinion of
counsel satisfactory to it that an exemption from registration under such Act
is then available, and (2) there shall have been compliance with all
applicable state securities laws.”


 


b.                                      At the
discretion of the Administrator, the Company shall have received an opinion of
its counsel that the Shares may be issued upon such particular exercise or
acceptance in compliance with the 1933 Act without registration thereunder.


 


23.                               DISSOLUTION OR
LIQUIDATION OF THE COMPANY.


 


Upon the dissolution or liquidation of the Company, all Options granted
under this Plan which as of such date shall not have been exercised and all
Stock Grants and Stock-Based Awards which have not been accepted will terminate
and become null and void; provided, however, that if the rights of a
Participant or a Participant’s Survivors have not otherwise terminated and
expired, the Participant or the Participant’s Survivors will have the right
immediately prior to such dissolution or liquidation to exercise or accept any
Stock Right to the extent that the Stock Right is exercisable or subject to
acceptance as of the date immediately prior to such dissolution or liquidation.  Upon the dissolution or liquidation of the
Company, any outstanding Stock-Based Awards shall immediately terminate unless
otherwise determined by the Administrator or specifically provided in the
applicable Agreement.


 


24.                               ADJUSTMENTS.


 


Upon the occurrence of any of the following events, a Participant’s
rights with respect to any Stock Right granted to him or her hereunder shall be
adjusted as hereinafter provided, unless otherwise specifically provided in a
Participant’s Agreement:


 


a.                                      Stock Dividends
and Stock Splits.  If
(i) the shares of Common Stock shall be subdivided or combined into a
greater or smaller number of shares or if the Company shall issue any shares of
Common Stock as a stock dividend on its outstanding Common Stock, 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, the number of shares of Common Stock deliverable upon
the exercise of an Option or acceptance of a Stock Grant shall be appropriately
increased or decreased proportionately, and appropriate adjustments shall be
made including, in the purchase price per share, to reflect such events.  The number of Shares subject to the
limitations in Paragraph 3(a) and 4(c) shall also be proportionately
adjusted upon the occurrence of such events.


 


17

















 


b.                                      Corporate
Transactions.  If the
Company is to be consolidated with or acquired by another entity in a merger,
sale of all or substantially all of the Company’s assets other than a
transaction to merely change the state of incorporation (a “Corporate
Transaction”), the Administrator or the board of directors of any entity
assuming the obligations of the Company hereunder (the “Successor Board”), shall,
as to outstanding Options, either (i) make appropriate provision for the
continuation of such Options by substituting on an equitable basis for the
Shares then subject to such Options either the consideration payable with
respect to the outstanding shares of Common Stock in connection with the
Corporate Transaction or securities of any successor or acquiring entity; or (ii) upon
written notice to the Participants, provide that all Options must be exercised
(all Options being made fully exercisable for purposes of this Subparagraph),
within a specified number of days of the date of such notice, at the end of
which period the Options shall terminate; or (iii) terminate all Options
in exchange for a cash payment equal to the excess of the Fair Market Value of
the Shares subject to such Options (all Options being made fully exercisable
for purposes of this Subparagraph), over the exercise price thereof.


 


With respect to outstanding Stock Grants, the Administrator or the
Successor Board, shall either (i) make appropriate provisions for the
continuation of such Stock Grants on the same terms and conditions by
substituting on an equitable basis for the Shares then subject to such Stock
Grants either the consideration payable with respect to the outstanding Shares of
Common Stock in connection with the Corporate Transaction or securities of any
successor or acquiring entity; or (ii) terminate all Stock Grants in
exchange for a cash payment equal to the excess of the Fair Market Value of the
Shares subject to such Stock Grants over the purchase price thereof, if
any.  In addition, in the event of a
Corporate Transaction, the Administrator may waive any or all Company
forfeiture or repurchase rights with respect to outstanding Stock Grants.


 


c.                                       Recapitalization
or Reorganization.  In the
event of a recapitalization or reorganization of the Company other than a
Corporate Transaction pursuant to which securities of the Company or of another
corporation are issued with respect to the outstanding shares of Common Stock,
a Participant upon exercising an Option or accepting a Stock Grant after the
recapitalization or reorganization shall be entitled to receive for the
purchase price paid upon such exercise or acceptance of the number of
replacement securities which would have been received if such Option had been
exercised or Stock Grant accepted prior to such recapitalization or
reorganization.


 


d.                                      Adjustments to
Stock-Based Awards.  Upon the
happening of any of the events described in Subparagraphs a, b or c above, any
outstanding Stock-Based Award shall be appropriately adjusted to reflect the
events described in such Subparagraphs. 
The Administrator or the Successor Board shall determine the specific
adjustments to be made under this Paragraph 24, including, but not limited to
the effect if any, of a Change of Control and, subject to Paragraph 4, its
determination shall be conclusive.


 


e.                                       Modification of
ISOs.  Notwithstanding the foregoing,
any adjustments made pursuant to Subparagraph a, b or c above with respect to
ISOs shall be made only after the Administrator determines whether such
adjustments would constitute a “modification” of such ISOs (as that term is
defined in Section 424(h) of the Code) or would cause any adverse tax
consequences for the holders of such ISOs. 
If the Administrator determines that such


 


18

















 


adjustments
made with respect to ISOs would constitute a modification of such ISOs, it may
refrain from making such adjustments, unless the holder of an ISO specifically
requests in writing that such adjustment be made and such writing indicates
that the holder has full knowledge of the consequences of such “modification”
on his or her income tax treatment with respect to the ISO.  This paragraph shall not apply to the
acceleration of the vesting of any ISO that would cause any portion of the ISO
to violate the annual vesting limitation contained in Section 422(d) of
the Code, as described in Paragraph 6b(iv).


 


25.                               ISSUANCES OF
SECURITIES.


 


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 subject to Stock Rights.  Except as expressly provided herein, no
adjustments shall be made for dividends paid in cash or in property (including
without limitation, securities) of the Company prior to any issuance of Shares
pursuant to a Stock Right.


 


26.                               FRACTIONAL SHARES.


 


No fractional shares shall be issued under the Plan and the person
exercising a Stock Right shall receive from the Company cash in lieu of such
fractional shares equal to the Fair Market Value thereof.


 


27.                               CONVERSION OF
ISOs INTO NON-QUALIFIED OPTIONS; TERMINATION OF ISOs.


 


The Administrator, at the written request of any Participant, may in
its discretion take such actions as may be necessary to convert such
Participant’s ISOs (or any portions thereof) that have not been exercised on
the date of conversion into Non-Qualified Options at any time prior to the
expiration of such ISOs, regardless of whether the Participant is an employee
of the Company or an Affiliate at the time of such conversion.  At the time of such conversion, the
Administrator (with the consent of the Participant) may impose such conditions
on the exercise of the resulting Non-Qualified Options as the Administrator in
its discretion may determine, provided that such conditions shall not be
inconsistent with this Plan.  Nothing in
the Plan shall be deemed to give any Participant the right to have such
Participant’s ISOs converted into Non-Qualified Options, and no such conversion
shall occur until and unless the Administrator takes appropriate action.  The Administrator, with the consent of the
Participant, may also terminate any portion of any ISO that has not been
exercised at the time of such conversion.


 


19

















 


28.                               WITHHOLDING.


 


In the event that any federal, state, or local income taxes, employment
taxes, Federal Insurance Contributions Act (“F.I.C.A.”) withholdings or other
amounts are required by applicable law or governmental regulation to be
withheld from the Participant’s salary, wages or other remuneration in
connection with the exercise or acceptance of a Stock Right or in connection
with a Disqualifying Disposition (as defined in Paragraph 29) or upon the
lapsing of any forfeiture provision or right of repurchase or for any other
reason required by law, the Company may withhold from the Participant’s
compensation, if any, or may require that the Participant advance in cash to
the Company, or to any Affiliate of the Company which employs or employed the
Participant, the statutory minimum amount of such withholdings unless a different
withholding arrangement, including the use of shares of the Company’s Common
Stock is authorized by the Administrator (and permitted by law).  For purposes hereof, the fair market value of
the shares withheld for purposes of payroll withholding shall be determined in
the manner provided in Paragraph 1 above, as of the most recent practicable
date prior to the date of exercise.  If
the fair market value of the shares withheld is less than the amount of payroll
withholdings required, the Participant may be required to advance the
difference in cash to the Company or the Affiliate employer.  The Administrator in its discretion may
condition the exercise of an Option for less than the then Fair Market Value on
the Participant’s payment of such additional withholding.


 


29.                               NOTICE TO
COMPANY OF DISQUALIFYING DISPOSITION.


 


Each Employee who receives an ISO must agree to notify the Company in
writing immediately after the Employee makes a Disqualifying Disposition of any
shares acquired pursuant to the exercise of an ISO.  A Disqualifying Disposition is defined in Section 424(c) of
the Code and includes any disposition (including any sale or gift) of such
shares before the later of (a) two years after the date the Employee was
granted the ISO, or (b) one year after the date the Employee acquired
Shares by exercising the ISO, except as otherwise provided in Section 424(c) of
the Code.  If the Employee has died
before such stock is sold, these holding period requirements do not apply and
no Disqualifying Disposition can occur thereafter.


 


30.                               TERMINATION OF
THE PLAN.


 


The Plan will terminate on September 4, 2016, 10 years from the
date of the adoption of the Plan by the Board, the date which is ten years from
the earlier of the date of its adoption by the Board of Directors and
the date of its approval by the shareholders of the Company.  The Plan may be terminated at an earlier date
by vote of the shareholders or the Board of Directors of the Company; provided,
however, that any such earlier termination shall not affect any Agreements
executed prior to the effective date of such termination.


 


20

















 


31.                               AMENDMENT OF
THE PLAN AND AGREEMENTS.


 


The Plan may be amended by the shareholders of the Company.  The Plan may also be amended by the
Administrator, including, without limitation, to the extent necessary to
qualify any or all outstanding Stock Rights granted under the Plan or Stock
Rights to be granted under the Plan for favorable federal income tax treatment
(including deferral of taxation upon exercise) as may be afforded incentive
stock options under Section 422 of the Code, and to the extent necessary
to qualify the shares issuable upon exercise or acceptance of any outstanding
Stock Rights granted, or Stock Rights to be granted, under the Plan for listing
on any national securities exchange or quotation in any national automated
quotation system of securities dealers. 
In addition, if Nasdaq amends its corporate governance rules so
that such rules no longer require stockholder approval of “material
amendments” of equity compensation plans, then, from and after the effective
date of such an amendment to the Nasdaq rules, no amendment of the Plan which (i) materially
increases the number of shares to be issued under the Plan (other than to
reflect a reorganization, stock split, merger, spinoff or similar transaction);
(ii) materially increases the benefits to Participants, including any
material change to: (a) permit a repricing (or decrease in exercise price)
of outstanding Options, (b) reduce the price at which Shares or Options
may be offered, or (c) extend the duration of the Plan; (iii) materially
expands the class of Participants eligible to participate in the Plan; or (iv) expands
the types of awards provided under the Plan shall become effective unless
stockholder approval is obtained.  Any
amendment approved by the Administrator which the Administrator determines is
of a scope that requires shareholder approval shall be subject to obtaining
such shareholder approval.  Any
modification or amendment of the Plan shall not, without the consent of a
Participant, adversely affect
his or her rights under a Stock Right previously granted to him or her.  With the consent of the Participant affected,
the Administrator may amend outstanding Agreements in a manner which may be
adverse to the Participant but which is not inconsistent with the Plan.  In the discretion of the Administrator,
outstanding Agreements may be amended by the Administrator in a manner which is
not adverse to the Participant. 
Notwithstanding the foregoing, except in the case of death, disability,
retirement or Change of Control, outstanding Agreements may not be amended by
the Administrator (or the Board) in a manner that would accelerate the
exercisability or vesting of, or lapsing of any right by the Company to
restrict or reacquire Shares subject to, all or any portion of any Option,
Stock Grant or other Stock-Based Award.


 


32.                               EMPLOYMENT OR
OTHER RELATIONSHIP.


 


Nothing in this Plan or any Agreement shall be deemed to prevent the
Company or an Affiliate from terminating the employment, consultancy or
director status of a Participant, nor to prevent a Participant from terminating
his or her own employment, consultancy or director status or to give any Participant
a right to be retained in employment or other service by the Company or any
Affiliate for any period of time.


 


21

















 


33.                               GOVERNING LAW.


 


This Plan shall be construed and enforced in accordance with the law of
The Commonwealth of Massachusetts.


 


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