ex4-1



 



Exhibit 4.1


DIGITAL ANGEL CORPORATION

TRANSITION STOCK OPTION PLAN




	1.	 	NAME AND PURPOSE


	 	 	 
		1.1	
Name.



     The name of this Plan is the “Digital Angel Corporation Transition Stock
Option Plan.”

	 	 	 
		1.2	
Purpose.




                    The Company has established this Plan to retain, motivate and reward
Employees and Directors of Digital Angel 
                Corporation, a Delaware corporation
acquired by the Company as a result of a merger completed on March 27, 2002 and
to 
                encourage ownership of the Company’s Common Stock by them.



	2.	 	DEFINITIONS OF TERMS AND RULES OF CONSTRUCTION


	 	 	 
		2.1	
General Definitions.



                    The following words and phrases, when used in the Plan, unless otherwise
specifically defined or unless the context 
                clearly otherwise requires, shall
have the following respective meanings:

	 	 	 
		2.1.1.	
Affiliate.
	 
	 	 	
A Parent or Subsidiary of the Company.
 
		2.1.2.	
Agreement.




		
	 	                         The document which evidences the grant of any Benefit under the Plan
and which sets forth the Benefit and the 
                    terms, conditions and provisions
of, and restrictions relating to, such Benefit.


	 	 	 
		2.1.3.	
Benefit.
	 
	 	 	
Any benefit granted to a Participant under the Plan.
	 
		2.1.4.	
Board.
	 
	 	 	
The Board of Directors of the Company.
	 
		2.1.5.	
Cash Award.
	 
	 	 	
A Benefit payable in the form of cash.









 


	 	 	 
		2.1.6.	
Change of Control.





		
	 	     If any “person” (as such term is used in Sections 13(d) and 14(d)(2)
of the Exchange Act) is or becomes the “beneficial owner” (as defined in
Rule 13d-3 promulgated under the Exchange Act), directly or indirectly,
of securities of the Company representing 20% or more of the combined
voting power of the Company’s then outstanding securities; upon the first
purchase of the Common Stock pursuant to a tender or exchange offer
(other than a tender or exchange offer made by the Company); upon the
approval by the Company’s stockholders of a merger or consolidation, a
sale or disposition of all or substantially of the Company’s assets or a
plan of liquidation or dissolution of the Company; or if during an period
of 2 consecutive years, individuals who at the beginning of such period
constitute the Board cease for any reason to constitute at least a
majority thereof, unless the election or nomination for the election by
the Company’s stockholders of each new director was approved by a vote of
at least 2/3 of the Board then still in office who were members of the
Board at the beginning of the period. Notwithstanding the foregoing, a
Change in Control shall not be deemed to occur if the Company either
merges or consolidates with or into another company or sells or disposes
of all or substantially all of its assets to another company, if such
merger, consolidation, sale or disposition is in connection with a
corporate restructuring wherein the stockholders of the Company
immediately before such merger, consolidation, sale or disposition own,
directly or indirectly, immediately following such merger, consolidation,
sale or disposition of at least 80% of the combined voting power of all
outstanding classes of securities of the company resulting from such
merger or consolidation, or to which the Company sells or disposes of its
assets, in substantially the same proportion as their ownership in the
Company immediately before such merger, consolidation, sale or
disposition.


	 	 	 
		2.1.7.	
Code.




		
	 	     The Internal Revenue Code of 1986, as amended. Any reference to the
Code includes the regulations promulgated pursuant to the Code.


	 	 	 
		2.1.8.	
Company.
	 
	 	 	
Digital Angel Corporation
	 
		2.1.9.	
Committee.
	 
	 	 	
The Committee described in Section 5.1.
	 
		2.1.10. 	
Common Stock.
	 
	 	 	
The Company’s common stock, par value $.005 per Share.
	 
		2.1.11. 	
Director.




		
	 	     A member of the Board or a member of the Board of Directors of an
Affiliate.








 





	 	 	 
		2.1.12. 	

Effective Date.
	 
	 	 	
April 11, 2002.
	 
		2.1.13. 	
Employee.
	 
	 	 	
Any person employed by the Employer.
	 
		2.1.14. 	
Employer.
	 
	 	 	
The Company and all Affiliates.
	 
		2.1.15. 	
Exchange Act.
	 
	 	 	
The Securities Exchange Act of 1934, as amended.
	 
		2.1.16. 	
Fair Market Value.




		
	 	     The last sale price, regular way, or, in case no such sale takes
place on such date, the average of the closing bid and asked prices,
regular way, of the Shares, in either case as reported in the principal
consolidated transaction reporting system with respect to securities
listed or admitted to trading on the New York Stock Exchange, Inc. (the
“NYSE”) or, if the Shares are not listed or admitted to trading on the
NYSE, as reported in the principal consolidated transaction reporting
system with respect to securities listed on the principal national
securities exchange on which the Shares are listed or admitted to trading
or, if the Shares are not listed or admitted to trading on any national
securities exchange, the last quoted sale price on such date or, if not
so quoted, the average of the high bid and low asked prices in the
over-the-counter market on such date, as reported by the National
Association of Securities Dealers, Inc. Automated Quotations System or
such other system then in use, or, if on any such date the Shares are not
quoted by any such organization, the average of the closing bid and asked
prices on such date as furnished by a professional market maker making a
market in the Shares selected by the Committee. If the Shares are not
publicly held or so listed or publicly traded, the determination of the
Fair Market Value per Share shall be made in good faith by the Committee.


	 	 	 
		2.1.17. 	
Fiscal Year.
	 
	 	 	
The taxable year of the Company which is the calendar year.
	 
		2.1.18. 	
ISO.
	 
	 	 	
An Incentive Stock Option as defined in Section 422 of the Code.
	 
		2.1.19. 	
NQSO.




		
	 	     A non-qualified stock Option, which is an Option that does not
qualify as an ISO.


	 	 	 
		2.1.20. 	
Option.








 


	 	 	 
			
An option to purchase Shares granted under the Plan.
	 
		2.1.21. 	
Other Stock Based Award.




		
	 	     An award under Section 8 that is valued in whole or in part by
reference to, or is otherwise based on, Common Stock.


	 	 	 
		2.1.22. 	
Parent.




		
	 	     Any corporation (other than the Company or a Subsidiary) in an
unbroken chain of corporations ending with the Company, if, at the time
of the grant of an Option or other Benefit, each of the corporations
(other than the Company) owns stock possessing 50% or more of the total
combined voting power of all classes of stock in one of the other
corporations in such chain.


	 	 	 
		2.1.23. 	
Participant.




		
	 	     An individual who is granted a Benefit under the Plan. Benefits may
be granted only to Employees and Directors.


	 	 	 
		2.1.24. 	
Performance Based Compensation.





		
	 	     Compensation which meets the requirements of Section 162(m)(4)(C) of
the Code.


	 	 	 
		2.1.25. 	
Performance Share.
	 
	 	 	
A Share awarded to a Participant under Section 16 of the Plan.
	 
		2.1.26. 	
Plan.




		
	 	     The Digital Angel Corporation Transition Stock Option Plan and all
amendments and supplements to it.



	 	 	 
		2.1.27. 	
Reload Option.




		
	 	     An Option to purchase the number of Shares used by a Participant to
exercise an Option and to satisfy any withholding requirement incident to
the exercise of such Option.


	 	 	 
		2.1.28. 	
Restricted Stock.
	 
	 	 	
Shares issued under Section 15 of the Plan.
	 
		2.1.29. 	
Rule 16b-3.




		
	 	     Rule 16b-3 promulgated by the SEC, as amended, or any successor rule
in effect from time to time.








 






	 	 	 
		2.1.30. 	
SEC.
	 
	 	 	
The Securities and Exchange Commission.
	 
		2.1.31. 	
Share.
	 
	 	 	
A share of Common Stock.
 
	 
		2.1.32. 	
SAR.




		
	 	     A stock appreciation right, which is the right to receive an amount
equal to the appreciation, if any, in the Fair Market Value of a Share
from the date of the grant of the right to the date of its payment.


	 	 	 
		2.1.33. 	
Subsidiary.




		
	 	     Any corporation, other than the Company, in an unbroken chain of
corporations beginning with the Company if, at the time of grant of an
Option or other Benefit, each of the corporations, other than the last
corporation in the unbroken chain, owns stock possessing 50% or more of
the total combined voting power of all classes of stock in one of the
other corporations in such chain.


	 	 	 
		2.2.	
Other Definitions.



                     In addition to the above definitions, certain words and phrases used in
the Plan and any Agreement may be defined in 
                other portions of the Plan or in
such Agreement.

	 	 	 
		2.3.	
Conflicts.



                     In the case of any conflict in the terms of the Plan relating to a
Benefit, the provisions in the section of the Plan which 
                specifically grants
such Benefit shall control those in a different section. In the case of any
conflict between the terms of 
                the Plan relating to a Benefit and the terms of
an Agreement relating to a Benefit, the terms of the Plan shall control.



	3.	 	COMMON STOCK


	 	 	 
		3.1.	
Number of Shares.



                    The number of Shares which may be issued or sold or for which Options,
SARs or Performance Shares may be granted 
                under the Plan shall be 5,195,312.
Such Shares may be authorized but unissued Shares, Shares held in the treasury,
or 
                both. The full number of Shares available may be used for any type of
Option or other Benefit.

	 	 	 
		3.2.	
Reusage.




                     If an Option or SAR expires or is terminated, surrendered, or canceled
without having been fully exercised, if 
                Restricted Shares or Performance Shares
are forfeited, or if any other grant results in any Shares not being issued,
                the Shares covered by such Option or SAR, grant of







 

	 	 	Restricted Shares, Performance Shares or other
      grant, as the case may be, shall again be available for use under the Plan.
      Any Shares which are used as full or partial payment to the Company upon
      exercise of an Option or for any other Benefit that requires a payment to
      the Company shall be available for purposes of the Plan. 


	 	 	 
		3.3.	
Adjustments.




	 	 	       If
      there is any change in the Common Stock of the Company by reason of any
      stock dividend, spin-off, split-up, spin-out, recapitalization, merger,
      consolidation, reorganization, combination or exchange of shares, or otherwise,
      the number of SARs and number and class of shares available for Options
      and grants of Restricted Stock, Performance Shares and Other Stock Based
      Awards and the number of Shares subject to outstanding Options, SARs, grants
      of Restricted Stock which are not vested, grants of Performance Shares which
      are not vested, and Other Stock Based Awards, and the price thereof, as
      applicable, shall be appropriately adjusted by the Committee. 




	4.	 	ELIGIBILITY


	 	 	 
		4.1.	
Determined By Committee.




	 	 	       The
      Participants in this Plan shall be those persons who received options to
      purchase Digital Angel Corporation common stock pursuant to the Digital
      Angel.net, Inc. Restated Flexible Stock Plan on or prior to March 27,
      2002. 




	5.	 	ADMINISTRATION


	 	 	 
		5.1.	
Committee.




	 	 	       The
      Plan shall be administered by the Committee. The Committee shall consist
      of the Board, unless the Board appoints a Committee of two or more but less
      than all of the Board. If the Committee does not include the entire Board,
      it shall serve at the pleasure of the Board, which may from time to time
      appoint members in substitution for members previously appointed and fill
      vacancies, however caused, in the Committee. The Committee may select one
      of its members as its Chairman and shall hold its meetings at such times
      and places as it may determine. A majority of its members shall constitute
      a quorum. All determinations of the Committee made at a meeting at which
      a quorum is present shall be made by a majority of its members present at
      the meeting. Any decision or determination reduced to writing and signed
      by a majority of the members shall be fully as effective as if it had been
      made by a majority vote at a meeting duly called and held. 



	 	 	 
		5.2.	
Authority.




	 	 	Subject to the terms of the Plan, the
      Committee shall have discretionary authority to: 




		
	 	     (a)     determine
      the individuals to whom Benefits are granted, the type and amounts of Benefits
      to be granted and the date of issuance and duration of all such grants;
	 
	 	     (b)     determine
      the terms, conditions and provisions of, and restrictions relating to, each
      Benefit granted;








 

		
	 	     (c)     interpret
      and construe the Plan and all Agreements;
	 
	 	     (d)     prescribe,
      amend and rescind rules and regulations relating to the Plan;
	 
	 	     (e)     determine
      the content and form of all Agreements;
	 
	 	     (f)     determine
      all questions relating to Benefits under the Plan;
	 
	 	     (g)     maintain
      accounts, records and ledgers relating to Benefits;
	 
	 	     (h)     maintain
      records concerning its decisions and proceedings;
	 
	 	     (i)     employ
      agents, attorneys, accountants or other persons for such purposes as the
      Committee considers necessary or desirable;
	 
	 	     (j)     take,
      at any time, any action required or permitted by Section 9.1 or 9.2(a),
      respectively, irrespective of whether any Change of Control has occurred
      or is imminent;
	 
	 	     (k)     determine,
      except to the extent otherwise provided in the Plan, whether and the extent
      to which Benefits under the Plan will be structured to conform to the requirements
      applicable to Performance-Based Compensation, and to take such action, establish
      such procedures, and impose such restrictions at the time such Benefits
      are granted as the Committee determines to be necessary or appropriate to
      conform to such requirements; and
	 
	 	     (l)     do
      and perform all acts which it may deem necessary or appropriate for the
      administration of the Plan and carry out the purposes of the Plan.


	 	 	 
		5.3.	
Delegation.




	 	      Except
      as required by Rule 16b-3 with respect to grants of Options, Stock
      Appreciation Awards, Performance Shares, Other Stock Based Awards, or other
      Benefits to individuals who are subject to Section 16 of the Exchange
      Act or as otherwise required for compliance with Rule 16b-3 or other
      applicable law, the Committee may delegate all or any part of its authority
      under the Plan to any Employee, Employees or committee. 




	 	 	 
		5.4.	
Determination.




		
	 	       All determinations
      of the Committee shall be final.




	6.	 	AMENDMENT


	 	 	 
		6.1.	
Power of Board.




	 	      Except as hereinafter provided,
      the Board shall have the sole right and power to amend the Plan at any time
      and from time to time.


	 	 	 
		6.2.	
Limitation.








 



                    The Board may not amend the Plan, without approval of the stockholders of
the Company:



		
	 	                         (a) in a manner which would cause Options which are intended to
qualify as ISOs to fail to qualify;
	 
	 	                         (b) in a manner which would cause the Plan to fail to meet the
requirements of Rule 16b-3; or
	 
	 	                         (c) in a manner which would violate applicable law.




	7.	 	TERM AND TERMINATION


	 	 	 
		7.1.	
Term.
	 
		 	
     The Plan shall commence as of the Effective Date and, subject to the terms
of the Plan, including those requiring approval by the stockholders of the
Company and those limiting the period over which ISOs or any other Benefits may
be granted, shall continue in full force and effect until terminated.



	 	 	 
		7.2.	
Termination.
	 
			
        The Plan may be terminated at any time by the Board.






	8.	 	MODIFICATION OR TERMINATION OF BENEFITS


	 	 	 
		8.1.	
General.
	 
		 	
     Subject to the provisions of Section 8.2, the amendment or termination of
the Plan shall not adversely affect a Participant’s right to any Benefit
granted prior to such amendment or termination.




	 	 	 
		8.2.	
Committee’s Right.
	 
		 	
     Any Benefit granted may be converted, modified, forfeited or canceled, in
whole or in part, by the Committee if and to the extent permitted in the Plan
or applicable Agreement or with the consent of the Participant to whom such
Benefit was granted. Except as may be provided in an Agreement, the Committee
may, in its sole discretion, in whole or in part, waive any restrictions or
conditions applicable to, or accelerate the vesting of, any Benefit.







	9.	 	CHANGE OF CONTROL


	 	 	 
		9.1.	
Vesting and Payment.




                      In the event of a Change of Control:




	 	 	 
		 	
     (a) all outstanding Options shall become fully exercisable,
except to the extent that the right to exercise the Option is
subject to restrictions established in connection with a SAR that
is issued in tandem with the Option;













 






		
	 	     (b)     all outstanding SARs shall become immediately payable,
except to the extent that the right to exercise the SAR is subject
to restrictions established in connection with an Option that is
issued in tandem with the SAR.
	 
	 	     (c)     all Shares of Restricted Stock shall become fully vested;
	 
	 	     (d)     all Performance Shares shall be deemed to be fully earned
and shall be paid out in such manner as determined by the
Committee; and
	 
	 	     (e)     all Cash Awards, Other Stock Based Awards and other
Benefits shall become fully vested and/or earned and paid out in
such manner as determined by the Committee.


	 	 	 
		9.2.	
Other Action





		
	 	
      In the event of a Change of Control, the Committee, in its sole
discretion, may, in addition to the provisions of Section 9.1 above and to the
extent not inconsistent therewith:












		
	 	
     (a)     provide for the purchase of any
Benefit for an amount of cash equal to the amount which
could have been attained upon the exercise or
realization of such Benefit had such Benefit been
currently exercisable or payable;
	 
	 	     (b)     make such adjustment to the Benefits
then outstanding as the Committee deems appropriate to
reflect such transaction or change; and/or
	 
	 	
     (c)     cause the Benefits then outstanding
to be assumed, or new Benefits substituted therefor, by
the surviving corporation in such change.




	10.	 	AGREEMENTS AND CERTAIN BENEFITS


	 	 	 
		10.1.	
Grant Evidenced by Agreement.





		
	 	
          
The grant of any Benefit under the Plan may be evidenced by an Agreement
which shall describe the specific Benefit granted and the terms and conditions
of the Benefit. The granting of any Benefit shall be subject to, and
conditioned upon, the recipient’s execution of any Agreement required by the
Committee. Except as otherwise provided in an Agreement, all capitalized terms
used in the Agreement shall have the same meaning as in the Plan, and the
Agreement shall be subject to all of the terms of the Plan.




	 	 	 
		10.2.	
Provisions of Agreement.



		
	 
	 	
     Each Agreement shall contain such provisions that the Committee shall
determine to be necessary, desirable and appropriate for the Benefit granted
which may include, but not necessarily be limited to, the following with
respect to any Benefit: description of the type of Benefit; the Benefit’s
duration; its transferability; if an Option, the exercise price, the exercise
period and the person or persons who may exercise the Option; the effect upon
such Benefit of the Participant’s death, disability, changes of duties or
termination of employment; the Benefit’s










 

	 	 	 
		 	
conditions; when, if, and how any Benefit may be forfeited, converted into
another Benefit, modified, exchanged for another Benefit, or replaced; and the
restrictions on any Shares purchased or granted under the Plan.









	 	 	 
		10.3.	
Transferability.





	 	 	 
		 	
     Unless otherwise specified in an Agreement or permitted by the Committee,
each Benefit granted shall be not transferable other than by will or the laws
of descent and distribution and shall be exercisable during a Participant’s
lifetime only by him.






	11.	 	REPLACEMENT AND TANDEM AWARDS


	 	 	 
		11.1.	
Replacement.



	 	 	 
		 	
The Committee may permit a Participant to elect to surrender a Benefit in
exchange for a new Benefit.







	 	 	 
		11.2.	
Tandem Awards.



	 	 	 
		 	
Awards may be granted by the Committee in tandem. However, no Benefit may
be granted in tandem with an ISO except SARs.









	12.	 	PAYMENT, DIVIDENDS, DEFERRAL AND WITHHOLDING


	 	 	 
		12.1.	
Payment.




	 	 	 
		 	
     Upon the exercise of an Option or in the case of any other Benefit that
requires a payment by a Participant to the Company, the amount due the Company
is to be paid:







		
	 	     (a)     in cash, including by means of a so-called “cashless exercise”
of an Option;
	 
	 	     (b)     by the surrender of all or part of a Benefit (including the
Benefit being exercised);
	 
	 	     (c)     by the tender to the Company of Shares owned by the optionee and
registered in his name having a Fair Market Value equal to the amount due
to the Company;
	 
	 	     (d)     in other property, rights and credits deemed acceptable by the
Committee, including the Participant’s promissory note;
	 
	 	     (e)     by any combination of the payment methods specified in (a), (b),
(c) and (d) above.




	 	 	 
		 	
     Notwithstanding, the foregoing, any method of payment other than (a) may
be used only with the consent of the Committee or if and to the extent so
provided in an Agreement. The proceeds of the sale of Shares purchased
pursuant to an Option and any payment to the Company for other Benefits shall
be added to the general funds of the Company or to the Shares held in treasury,
as the case may be, and used for the corporate purposes of the Company as the
Board shall determine.












 




	 	 	 
		12.2.	
Dividend Equivalents.




	 	     Grants
      of Benefits in Shares or Share equivalents may include dividend equivalent
      payments or dividend credit rights.



	 	 	 
		12.3.	
Deferral.




	 	      The right
      to receive any Benefit under the Plan may, at the request of the Participant,
      be deferred for such period and upon such terms as the Committee shall determine,
      which may include crediting of interest on deferrals of cash and crediting
      of dividends on deferrals denominated in Shares. 


	 	 	 
		12.4.	
Withholding.





	 	      The Company
      may, at the time any distribution is made under the Plan, whether in cash
      or in Shares, or at the time any Option is exercised, withhold from such
      distribution or Shares issuable upon the exercise of an Option, any amount
      necessary to satisfy federal, state and local income and/or other tax withholding
      requirements with respect to such distribution or exercise of such Options.
      The Committee or the Company may require a participant to tender to the
      Company cash and/or Shares in the amount necessary to comply with any such
      withholding requirements. 




	13.	 	OPTIONS


	 	 	 
		13.1.	
Types of Options.



	 	 	 
		 	
It is intended that both ISOs and NQSOs, which may be Reload Options, may
be granted by the Committee under the Plan.





	 	 	 
		13.2.	
Grant of ISOs and Option Price.




	 	      Each ISO
      must be granted to an Employee and granted within ten years from the earlier
      of the date of adoption by the Board or the Effective Date. The purchase
      price for Shares under any ISO shall be no less than the Fair Market Value
      of the Shares at the time the Option is granted. 



	 	 	 
		13.3.	
Other Requirements for ISOs.




	 	      The terms
      of each Option which is intended to qualify as an ISO shall meet all requirements
      of Section 422 of the Code.



	 	 	 
		13.4.	
NQSOs.



	 	      The terms
      of each NQSO shall provide that such Option will not be treated as an ISO.
      The purchase price for Shares under any NQSO shall be no less than 85% of
      the Fair Market Value of the Shares at the time the Option is granted.



	 	 	 
		13.5.	
Determination by Committee.








 


	 	       Except
      as otherwise provided in Section 13.2 through Section 13.4, the
      terms of all Options shall be determined by the Committee. 




	14.	 	SARS


	 	 	 
		14.1.	
Grant and Payment.




	 	      The Committee
      may grant SARs. Upon electing to receive payment of a SAR, a Participant
      shall receive payment in cash, in Shares, or in any combination of cash
      and Shares, as the Committee shall determine. 



	 	 	 
		14.2.	
Grant of Tandem Award.




	 	     The Committee
      may grant SARs in tandem with an Option, in which case: the exercise of
      the Option shall cause a correlative reduction in SARs standing to a Participant’s
      credit which were granted in tandem with the Option; and the payment of
      SARs shall cause a correlative reduction of the Shares under such Option.
      



	 	 	 
		14.3.	
ISO Tandem Award.




	 	     When SARs are
      granted in tandem with an ISO, the SARs shall have such terms and conditions
      as shall be required for the ISO to qualify as an ISO. 



	 	 	 
		14.4.	
Payment of Award.




	 	     SARs shall be
      paid by the Company to a Participant, to the extent payment is elected by
      the Participant (and is otherwise due and payable), as soon as practicable
      after the date on which such election is made. 





	15.	 	ANNUAL LIMITATIONS


	 	 	 
		15.1.	
Limitation on Options and SARs.




	 	      The number
      of (a) Shares covered by Options where the purchase price is no less
      than the Fair Market Value of the Shares on the date of grant plus (b) SARs
      which may be granted to any Participant in any Fiscal Year, shall not exceed
      1,000,000. 



	 	 	 
		15.2.	
Computations.




	 	       For
      purposes of Section 15.1: Shares covered by an Option that is canceled
      shall count against the maximum, and, if the exercise price under an Option
      is reduced, the transaction shall be treated as a cancellation of the Option
      and a grant of a new Option; and SARs covered by a grant of SARs that is
      canceled shall count against the maximum, and, if the Fair Market Value
      of a Share on which the appreciation under a grant of SARs will be calculated
      is reduced, the transaction will be treated as a cancellation of the SARs
      and a new grant of SARs. 





	16.	 	RESTRICTED STOCK AND PERFORMANCE SHARES


	 	 	 
		16.1.	
Restricted Stock.








 


	 	
           The Committee may grant
        Benefits in Shares available under Section 3 of the Plan as Restricted
        Stock. Shares of Restricted Stock shall be issued and delivered at the
        time of the grant or as otherwise determined by the Committee, but shall
        be subject to forfeiture until provided otherwise in the applicable Agreement
        or the Plan. Each certificate representing Shares of Restricted Stock
        shall bear a legend referring to the Plan and the risk of forfeiture of
        the Shares and stating that such Shares are nontransferable until all
        restrictions have been satisfied and the legend has been removed. At the
        discretion of the Committee, the grantee may or may not be entitled to
        full voting and dividend rights with respect to
        all shares of Restricted Stock from the date of grant.  

      



	 	 	 
		16.2.	
Cost of Restricted Stock.



     
	 	      Unless
      otherwise determined by the Committee, grants of Shares of Restricted Stock
      shall be made at a per Share cost to the Participant equal to par value.
      



	 	 	 
		16.3.	
Non-Transferability.




	 	     Shares of Restricted
      Stock shall not be transferable until after the removal of the legend with
      respect to such Shares. 



	 	 	 
		16.4.	
Performance Shares.




	 	     Performance Shares
      are the right of an individual to whom a grant of such Shares is made to
      receive Shares or cash equal to the Fair Market Value of such Shares at
      a future date in accordance with the terms and conditions of such grant.
      The terms and conditions shall be determined by the Committee, in its sole
      discretion, but generally are expected to be based substantially upon the
      attainment of targeted profit and/or performance objectives. 




	 	 	 
		16.5.	
Grant.




	 	      The Committee
      may grant an award of Performance Shares. The number of Performance Shares
      and the terms and conditions of the grant shall be set forth in the applicable
      Agreement. 





17.    CASH AWARDS


	 	 	 
		17.1.	
Grant.



   
	 	     The Committee
      may grant Cash Awards at such times and (subject to Section 17.2) in such
      amounts as it deems appropriate. 



	 	 	 
		17.2.	
Rule 16b-3.
	 
			
The amount of any Cash Award in any Fiscal Year to any Participant who is
subject to Section 16 of the Exchange Act shall

		
      not exceed the greater of
$100,000 or 100% of his cash compensation (excluding any Cash Award under this
Section 17)

      for such Fiscal Year.	


	 	 	 
		17.3.	
Restrictions.








 



	 	       Cash
      Awards may be subject or not subject to conditions (such as an investment
      requirement), restricted or nonrestricted, vested or subject to forfeiture
      and may be payable currently or in the future or both. 





	18.	 	OTHER STOCK BASED AWARDS AND OTHER BENEFITS


	 	 	 
		18.1.	
Other Stock Based Awards.




	 	        The
      Committee shall have the right to grant Other Stock Based Awards which may
      include, without limitation, the grant of Shares based on certain conditions,
      the payment of cash based on the performance of the Common Stock, and the
      grant of securities convertible into Shares. 



	 	 	 
		18.2.	
Other Benefits.




	 	      The Committee
      shall have the right to provide types of Benefits under the Plan in addition
      to those specifically listed, if the Committee believes that such Benefits
      would further the purposes for which the Plan was established. 





	19.	 	MISCELLANEOUS PROVISIONS



	 	 	 
		19.1.	
Underscored References.




	 	      The section
      headings contained in the Plan are included for convenience only, and they
      shall not be construed as a part of the Plan or in any respect affecting
      or modifying its provisions. 



	 	 	 
		19.2.	
Number and Gender.




	 	      The masculine
      and neuter, wherever used in the Plan, shall refer to either the masculine,
      neuter or feminine; and, unless the context otherwise requires, the singular
      shall include the plural and the plural the singular. 



	 	 	 
		19.3.	
Unfunded Status of Plan.




	 	      The Plan
      is intended to constitute an “unfunded” plan for incentive and
      deferred compensation. With respect to any payments or deliveries of Shares
      not yet made to a Participant by the Company, nothing contained herein shall
      give any rights that are greater than those of a general creditor of the
      Company. The Committee may authorize the creation of trusts or other arrangements
      to meet the obligations created under the Plan to deliver Shares or payments
      hereunder consistent with the foregoing. 



	 	 	 
		19.4.	
Termination of Employment.




	 	      If the
      employment of a Participant by the Company terminates for any reason, except
      as otherwise provided in an Agreement, all unexercised, deferred, and unpaid
      Benefits may be exercisable or paid only in accordance with rules established
      by the Committee. These rules may provide, as the Committee may deem appropriate,
      for the expiration, forfeiture, continuation, or acceleration of the vesting
      of all or part of the Benefits. 








 

	 	 	 
		19.5.	
Designation of Beneficiary.




	 	     A Participant
      may file with the Committee a written designation of a beneficiary or beneficiaries
      (subject to such limitations as to the classes and number of beneficiaries
      and contingent beneficiaries as the Committee may from time to time prescribe)
      to exercise, in the event of the death of the Participant, an Option, or
      to receive, in such event, any Benefits. The Committee reserves the right
      to review and approve beneficiary designations. A Participant may from time
      to time revoke or change any such designation of beneficiary and any designation
      of beneficiary under the Plan shall be controlling over any other disposition,
      testamentary or otherwise; provided, however, that if the Committee shall
      be in doubt as to the right of any such beneficiary to exercise any Option
      or to receive any Benefit, the Committee may determine to recognize only
      an exercise by the legal representative of the recipient, in which case
      the Company, the Committee and the members thereof shall not be under any
      further liability to anyone. 



	 	 	 
		19.6.	
Governing Law.




	 	     This Plan shall
      be construed and administered in accordance with the laws of the State of
      Delaware, without giving effect to conflict of laws principles. 



	 	 	 
		19.7.	
Purchase for Investment.




	 	      The Committee
      may require each person purchasing Shares pursuant to an Option or other
      award under the Plan to represent to and agree with the Company in writing
      that such person is acquiring the Shares for investment and without a view
      to distribution or resale. The certificates for such Shares may include
      any legend that the Committee deems appropriate to reflect any restrictions
      on transfer. All certificates for Shares delivered under the Plan shall
      be subject to such stock-transfer orders and other restrictions as the Committee
      may deem advisable under all applicable laws, rules and regulations, and
      the Committee may cause a legend or legends to be put on any such certificates
      to make appropriate references to such restrictions. 


	 	 	 
		19.8.	
No Employment Contract.





	 	     Neither the adoption
      of the Plan nor any Benefit granted hereunder shall confer upon any Employee
      any right to continued employment nor shall the Plan or any Benefit interfere
      in any way with the right of the Employer to terminate the employment of
      any of its Employees at any time. 


	 	 	 
		19.9.	
No Effect on Other Benefits.





	 	      The receipt
      of Benefits under the Plan shall have no effect on any benefits to which
      a Participant may be entitled from the Employer, under another plan or otherwise,
      or preclude a Participant from receiving any such benefits.