**Exhibit 10.2**

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**THIS DOCUMENT CONSTITUTES PART OF APROSPECTUS COVERINGSECURITIES THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933**

 

**ZOMAX INCORPORATED1996 EMPLOYEE STOCK PURCHASE PLAN(As Amended and Restated through February 20, 2002)**

 

**ARTICLE I - ESTABLISHMENT OF PLAN**

 

1.01**                         Adoptionby the Board of Directors and Sole Shareholder**.  By action of the Board of Directors and the sole shareholder ofZomax Incorporated (the “Corporation”) on March 4, 1996, the Corporation hasadopted an Employee Stock Purchase Plan pursuant to which eligible employees ofthe Corporation and certain of its Subsidiaries may be offered the opportunityto purchase shares of Stock of the Corporation.  The terms and conditions of this Plan are set forth in this plandocument, as amended from time to time as provided herein.  The Corporation intends that the Plan shallqualify as an “employee stock purchase plan” under Section 423 of the InternalRevenue Code of 1986, as amended from time to time, (the “Code”) and shall beconstrued in a manner consistent with the requirements of Code Section 423 andthe regulations thereunder.

 

1.02**                         Term**.  The Plan, as amended by the Board onFebruary 20, 2002, shall become effective on July 1, 2002, and shall terminateon December 31, 2011.

 

**ARTICLE II - PURPOSE**

 

2.01**                         Purpose**.  The primary purpose of the Plan is toprovide an opportunity for Eligible Employees of the Corporation to becomeshareholders of the Corporation, thereby providing them with an incentive toremain in the Corporation’s employ, to improve operations, to increase profitsand to contribute more significantly to the Corporation’s success.

 

**ARTICLE III - DEFINITIONS**

 

3.01                         “**Administrator**” means the Board of Directorsor such Committee appointed by the Board of Directors to administer thePlan.  The Board or Committee may, inits sole discretion, authorize the officers of the Corporation to carry out theday-to-day operation of the Plan.  Inits sole discretion, the Board may take such actions as may be taken by theAdministrator, in addition to those powers expressly reserved to the Boardunder this Plan.

 

3.02                         “**Board of Directors**” or “**Board**”means the Board of Directors of Zomax Incorporated.

 

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3.03                         “**Compensation**” means the Participant’s total compensation,including overtime, commissions and all bonuses.

 

3.04                         “**Corporation**” means Zomax Incorporated, a Minnesotacorporation.

 

3.05                         “**Eligible Employee**” means any employee who, as determined on orimmediately prior to an Enrollment Period, is a full-time or part-time employeeof the Corporation or one of its Subsidiaries, and who has been employed by theCorporation or the Subsidiary at least sixty (60) consecutive days prior tothe  commencement date of a phase;provided, however, that employees who are citizens or residents of a countryother than the United States shall be eligible to participate only to theextent permitted by the applicable laws of such country.

 

3.06                         “**Enrollment Period**” means the period determined by theAdministrator for purposes of accepting elections to participate during a Phasefrom Eligible Employees.

 

3.07                         “**Fiscal Year**” means the fiscal year of the Corporation, whichis the twelve-month period beginning January 1 and ending December 31 eachyear.

 

3.08                         “**Participant**” means an Eligible Employee who has been grantedan option and is participating during a Phase through payroll deductions, butshall exclude those employees subject to the limitations described in Section9.03 below.

 

3.09                         “**Phase**” means the period beginning on the date that the optionwas granted, otherwise referred to as the commencement date of the Phase, andending on the date that the option was exercised, otherwise referred to as thetermination date of the Phase.

 

3.10                         “**Plan**” means the Zomax Incorporated 1996 Employee StockPurchase Plan.

 

3.11                         “**Stock**” means the voting common stock of the Corporation.

 

3.12                         “**Subsidiary**” means any corporation defined as a subsidiary ofthe Corporation in Code Section 424(f) as of the effective date of the Plan, andsuch other corporations that qualify as subsidiaries of the Corporation underCode Section 424(f) as the Board approves to participate in this Plan from timeto time.

 

**ARTICLE IV - ADMINISTRATION**

 

4.01**                         Administration**.  Except for those matters expressly reservedto the Board pursuant to any provisions of the Plan, the Administrator shallhave full responsibility for administration of the Plan, which responsibilityshall include, but shall not be limited to, the following:

 

(a)           TheAdministrator shall, subject to the provisions of the Plan, establish, adoptand revise such rules and procedures for

 

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administeringthe Plan, and shall make all other determinations as it may deem necessary oradvisable for the administration of the Plan;

 

(b)           TheAdministrator shall, subject to the provisions of the Plan, determine all termsand conditions that shall apply to the grant and exercise of options under thisPlan, including, but not limited to, the number of shares of Stock that may begranted, the date of grant, the exercise price and the manner of exercise of anoption.  The Administrator may, in itsdiscretion, consider the recommendations of the management of the Corporationwhen determining such terms and conditions;

 

(c)           TheAdministrator shall have the exclusive authority to interpret the provisions ofthe Plan, and each such interpretation or determination shall be conclusive andbinding for all purposes and on all persons, including, but not limited to, theCorporation and its Subsidiaries, the shareholders of the Corporation and itsSubsidiaries, the Administrator, the directors, officers and employees of theCorporation and its Subsidiaries, and the Participants and the respectivesuccessors-in-interest of all of the foregoing; and

 

(d)           TheAdministrator shall keep minutes of its meetings or other written records ofits decisions regarding the Plan and shall, upon requests, provide copies tothe Board.

 

**ARTICLE V - PHASES OF THE PLAN**

 

5.01**                         Phases**.  The Plan shall be carried out in one or morePhases of six (6) months each.  Unlessotherwise determined by the Administrator, in its discretion, Phases shallcommence on January 1 and July 1 of each fiscal year during the term of thePlan; provided, however, that there shall be only one phase for the 1996 fiscalyear commencing on July 1, 1996.  No twoPhases shall run concurrently.

 

5.02**                         Limitations**.  The Administrator may, in its discretion,limit the number of shares available for option grants during any Phase as itdeems appropriate.  Without limiting theforegoing, in the event all of the shares of Stock reserved for the grant ofoptions under Section 12.01 is issued pursuant to the terms hereof prior to thecommencement of one or more Phases or the number of shares of Stock remainingis so small, in the opinion of the Administrator, as to render administrationof any succeeding Phase impracticable, such Phase or Phases may be cancelled orthe number of shares of Stock limited as provided herein.  In addition, if, based on the payrolldeductions authorized by Participants at the beginning of a Phase, theAdministrator determines that the number of shares of Stock which would bepurchased at the end of a Phase exceeds the number of shares of Stock remainingreserved under Section 12.01 hereof for issuance under the Plan, or if thenumber of shares of Stock for which options are to be granted exceeds thenumber of shares designated for option grants by the Administrator for suchPhase, then the

 

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Administratorshall make a pro rata allocation of the shares of Stock remaining available inas nearly uniform and equitable a manner as the Administrator shall considerpracticable as of the commencement date of the Phase or, if the Administratorso elects, as of the termination date of the Phase.  In the event such allocation is made as of the commencement dateof a Phase, the payroll deductions which otherwise would have been made onbehalf of Participants shall be reduced accordingly.

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**ARTICLE VI - ELIGIBILITY**

 

6.01**                         Eligibility**.  Each employee who is an Eligible Employee onor immediately prior to the commencement of a Phase shall be eligible toparticipate in such Phase.

 

**ARTICLE VII - PARTICIPATION**

 

7.01**                         Participation**.  Participation in the Plan is voluntary.  An Eligible Employee who desires toparticipate in any Phase of the Plan must complete the Plan enrollment formprovided by the Administrator and deliver such form to the Administrator or itsdesignated representative during the Enrollment Period established by theAdministrator prior to the commencement date of the Phase.

 

7.02**                         SubsequentPhases**.  An Eligible Employee whoelects to participate in a Phase of a fiscal year shall be deemed to haveelected to participate in each subsequent Phase during that fiscal year and allsubsequent fiscal years unless such Participant elects to discontinue payrolldeductions during a Phase or exercises his or her right to withdraw amountspreviously withheld, as provided under Article 10 hereof.  In such event, such Participant mustcomplete a change of election form or a new Plan enrollment form and file suchform with the Administrator during the Enrollment Period prior to the nextPhase with respect to which the Eligible Employee wishes to participate.

 

**ARTICLE VIII - PAYMENT: PAYROLL DEDUCTIONS**

 

8.01**                         Enrollment**.  Each Eligible Employee electing toparticipate shall indicate such election on the Plan enrollment form anddesignate therein a percentage of such Participant’s Compensation to be paidduring the Phase.  Such percentage shallbe at least one percent (1%) but not more than ten percent (10%) of suchParticipant’s Compensation to be paid during such Phase, or such other maximumpercentage as the Administrator may establish from time to time; provided,however, that the payroll deduction authorized by the Participant must equal orexceed $10 per paycheck.  In order to beeffective, such Plan enrollment form must be properly completed and received bythe Administrator by the due date indicated on such form, or by such other dateestablished by the Administrator.

 

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8.02**                         PayrollDeductions**.  Payroll deductions fora Participant shall commence on the first paycheck issued immediately after thecommencement date of the Phase and shall terminate on the last paycheck issuedimmediately prior to the termination date of that Phase, unless the Participantelects to discontinue payroll deductions or exercises his or her right towithdraw all accumulated payroll deductions previously withheld during thePhase as provided in Article 10 hereof. The authorized payroll deductions shall be made over the pay periods ofsuch Phase by deducting from the Participant’s Compensation for each such payperiod that percentage specified by the Participant in the Plan enrollmentform.

 

Unless theParticipant elected to discontinue payroll deductions or exercised his or herright to withdraw all accumulated payroll deductions previously withheld duringthe preceding Phase (in which event the Participant must complete a change ofelection form or a new Plan enrollment form, as the case may be, to continueparticipation for any subsequent Phase), the Corporation shall continue towithhold from such Participant’s Compensation the same designated percentagespecified by the Participant in the most recent Plan enrollment form previouslycompleted by the Participant for all subsequent Phases; provided, however, thatthe Participant may, if he or she so chooses, increase, decrease or discontinuepayroll deductions for any or all such subsequent Phases by properly completinga new enrollment form during the Enrollment Period for such subsequent Phaseand delivering such form to the Administrator by the due date for receipt ofsuch forms for that Phase.

 

8.03**                         Increasesor Decreases During a Phase**.  Inaddition to the right to discontinue or withdraw payroll deductions during aPhase as provided in Article 10 and the right to increase or decrease ordiscontinue payroll deductions for subsequent Phases as provided in Section8.02, a Participant may increase or decrease the percentage of Compensationdesignated to be deducted during a Phase by completing a change of electionform and filing such form with the Administrator on or before the date that isfifteen (15) days prior to the date of the last paycheck during that Phase, oron or before such other date established by the Corporation; provided, however,that the Participant may exercise the right to increase or decrease his or herpayroll deductions only once during each Phase.

 

8.04**                         Change inCompensation During a Phase**.  In theevent that the Participant’s Compensation is increased or decreased during aPhase for any reason so that the amount actually withheld on behalf of theParticipant as of the termination date of the Phase is different from theamount anticipated to be withheld as determined on the commencement date of thePhase, then the extent to which the Participant may exercise his or her optionshall be based on the amounts actually withheld on his or her behalf, subjectto the limitations contained in Article IX. In the event of a change in the pay period of any Participant, such asfrom biweekly to monthly, an appropriate adjustment shall be made to the deductionin each new pay period so as to insure the deduction of the proper amountauthorized by the Participant.

 

8.05                         **Foreign Employees**. Payroll deductions which are authorized by Participants who are paidcompensation in foreign currency shall be credited to a bookkeeping account (asdescribed in Article XIII) in the currency of the country in which such

 

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Participant isemployed.  Upon exercise of theParticipant’s option, the Participant’s accumulated payroll deductions shall beused to purchase shares of Stock pursuant to Section 9.04, but the extent towhich the Participant may exercise his or her option will be determined usingthe applicable foreign currency exchange rate as of the exercise date.  The option price shall be paid to theCorporation in U.S. dollars after applying the applicable foreign currencyexchange rate as of the exercise date.

 

**ARTICLE IX - OPTIONS**

 

9.01**                         Grant ofOption.**  Subject to Article 10, aParticipant who has elected to participate in the manner described in ArticleVIII and who is employed by the Corporation or a Subsidiary as of thecommencement date of a Phase shall be granted an option as of such date topurchase that number of whole shares of Stock determined by dividing the totalamount to be credited to the Participant’s account by the option price pershare set forth in Section 9.02(a) below. The option price per share for such Stock shall be determined underSection 9.02 hereof, and the number of shares exercisable shall be determinedunder Section 9.03 hereof.

 

9.02**                         OptionPrice**.  Subject to the limitationshereinbelow, the option price for such Stock shall be the lower of the amountsdetermined under paragraphs (a) and (b) below:

 

(a)           Eighty-five percent(85%) of the closing price for a share of the Corporation’s Stock as reportedon the Nasdaq National Market or on an established securities exchange as ofthe commencement date of the Phase; or

 

(b)           Eighty-five percent(85%) of the closing price for a share of the Corporation’s Stock as reportedon the Nasdaq National Market or on an established securities exchange as ofthe termination date of the Phase.

 

In the eventthat the commencement or termination date of a Phase is a Saturday, Sunday orholiday, the amounts determined under the foregoing subsections shall bedetermined using the price as of the last preceding trading day.

 

If theCorporation’s Stock is not so reported in the Nasdaq National Market or upon anestablished securities exchange, the option price shall equal the lesser of (i)eighty-five percent (85%) of the average of the closing “bid” and “asked”prices quoted on the Nasdaq SmallCap Market as of the commencement date of thePhase, or if there are no such quoted “bid” and “asked” prices on such date, onthe next preceding date for which there are quotes, and (ii) eighty-fivepercent (85%) of the average of the closing “bid” and “asked” prices quoted onthe Nasdaq SmallCap Market as of the termination date of the phase, or if thereare no such quoted “bid” and “asked” prices on such date, on the next precedingdate for which there are such quotes.

 

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If theCorporation’s Stock is not listed on an established securities exchange, theNasdaq National Market or the Nasdaq SmallCap Market, then the option priceshall equal the lesser of (i) eighty-five percent (85%) of the fair marketvalue of a share of the Corporation’s Stock as of the commencement date of thePhase, and (ii) eighty-five percent (85%) of the fair market value of suchstock as of the termination date of the Phase. Such “fair market value” shall be determined by the Board.

 

9.03**                         Limitations**.  No employee shall be granted an optionhereunder:

 

(a)           Which permits his orher rights to purchase Stock under all employee stock purchase plans of theCorporation or its Subsidiaries to accrue at a rate which exceeds Twenty-FiveThousand Dollars ($25,000) of fair market value of such Stock (determined atthe time such option is granted) for each calendar year in which such option isoutstanding at any time;

 

(b)           If such employee wouldown and/or hold, immediately after the grant of the option, Stock possessingfive percent (5%) or more of the total combined voting power or value of allclasses of stock of the Corporation or of any Subsidiary.  For purposes of determining stock ownershipunder this paragraph, the rules of Section 424(d) of the Code shall apply.

 

(c)           Which, if exercised,would cause the limits established by the Administrator under Section 5.02 tobe exceeded.

 

9.04**                         Exerciseof Option**.  Subject to aParticipant’s right to withdraw in the manner provided in Section 10.01, aParticipant’s option for the purchase of shares of Stock will be exercisedautomatically on the termination date of that Phase.  However, in no event shall a Participant be allowed to exercisean option for more shares of Stock than can be purchased with the payrolldeductions accumulated by the Participant in his or her bookkeeping accountduring such Phase, whether or not the accumulated payroll deductions are lessthan the full percentage amount that such Participant anticipated he or shewould contribute at the beginning of such Phase.

 

9.05**                         Deliveryof Shares**.  As promptly aspracticable after the termination of any Phase, the Corporation’s transferagent or other authorized representative shall deliver to each Participantherein certificates for that number of whole shares of Stock purchased upon theexercise of the Participant’s option. The Corporation may, in its sole discretion, arrange with theCorporation’s transfer agent or other authorized representative to establish,at the direction of the Participant, individual securities accounts to whichwill be credited that number of whole shares of Stock that are purchased withthe Participant’s accumulated payroll deductions pursuant to Section 9.04above, such securities account to be subject to such terms and conditions asmay be imposed by the transfer agent or authorized representative.  Any accumulated payroll deductions remainingafter the exercise of the Participant’s option pursuant to Section 9.04 aboveshall remain credited to the Participant’s bookkeeping account and applied tothe purchase of shares of Stock in the next succeeding Phase, unless theParticipant requests a withdrawal of such amount pursuant to Section 10.01.

 

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The shares ofthe Corporation’s common stock to be delivered to a Participant pursuant to theexercise of an option under Section 9.04 of the Plan will be registered in thename of the Participant or, if the Participant so directs by written notice tothe Administrator prior to the termination date of the Phase, in the names ofthe Participant and one other person the Participant may designate as his jointtenant with rights of survivorship, to the extent permitted by law.

 

**ARTICLE X - WITHDRAWAL ORDISCONTINUATION OF PAYROLL WITHHOLDINGS**

 

10.01**                       Withdrawal**.  A Participant may request a withdrawal ofall accumulated payroll deductions then credited to the Participant’sbookkeeping account by completing a change of election form and filing suchform with the Administrator.  TheParticipant’s request shall be effective as of the beginning of the next payrollperiod immediately following the date that the Administrator receives the  Participant’s properly completed change ofelection form.  As soon asadministratively feasible after the end of that Phase, all payroll deductionscredited to a bookkeeping account for the Participant will be paid to suchParticipant and no further payroll deductions will be made during that Phase orany future Phase unless the Participant completes a new Plan enrollment form asprovided in Section 8.02 above.  If theParticipant requests a withdrawal, the option granted to the Participant underthat Phase of the Plan shall immediately lapse and shall not beexercisable.  Partial withdrawals ofpayroll deductions are not permitted.

 

Notwithstandingthe foregoing, in order to be effective for a particular Phase, the Participant’srequest for withdrawal must be properly completed and received by theAdministrator on or before the date that is fifteen (15) days before the dateof the last paycheck during the Phase, or on or before such other dateestablished by the Administrator. Requests for withdrawal that are receivedafter that due date shall not be effective and no withdrawal shall be made,unless otherwise determined by the Administrator.

 

10.02**                       Discontinuation**.  A Participant may also request that theAdministrator discontinue any further payroll deductions that would otherwisebe made during the remainder of the Phase by completing a change of electionform and filing such form with the Administrator on or before the date that isfifteen (15) days before the date of the last paycheck during the phase, or onor before such other date established by the Administrator.  The Participant’s request shall be effectiveas of the beginning of the next payroll period immediately following the datethat the Administrator receives the Participant’s properly completed change ofelection form.  Upon the effective dateof the Participant’s request, the Corporation will discontinue making payrolldeductions for such Participant for that Phase, and all future Phases, unlessthe Participant completes another change of election form as provided above.

 

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**ARTICLE XI - TERMINATION OF EMPLOYMENT**

 

11.01                       If a Participant’s employmentterminates with the Corporation for any reason, voluntarily or involuntarily,including by reason of retirement or death, the payroll deductions credited tosuch Participant’s bookkeeping account for such Phase, if any, will be returnedto the Participant (or, in the case of death, to the  Participant’s estate) and any options granted to such Participantunder the Plan shall immediately lapse and shall not be exercisable.  The return of such payroll deductions shallbe made to the Participant (or to the Participant’s estate) as soon asadministratively practicable.  In theevent that such termination occurs near the end of a Phase and the Corporationis unable to discontinue payroll deductions for such Participant for his or herfinal paycheck(s), such deductions shall still be made but shall be returned tothe Participant (or his or her estate) as provided herein.  In no event shall the accumulated payrolldeductions be used to purchase any shares of Stock.

 

If the optionlapses as a result of the Participant’s death, any accumulated payrolldeductions credited to the Participant’s bookkeeping account will be paid tothe Participant’s estate.  In the eventa Participant dies after exercise of the Participant’s option but prior todelivery of the Stock to be transferred pursuant to the exercise of the optionunder Section 9.04 above, any such Stock and/or accumulated payroll deductionsremaining after such exercise shall be paid by the Corporation to theParticipant’s estate.

 

The Corporation will not be responsible for or be required to giveeffect to the disposition of any cash or Stock or the exercise of any option inaccordance with any will or other testamentary disposition made by suchParticipant or in accordance with the provisions of any law concerningintestacy, or otherwise.  No personshall, prior to the death of a Participant, acquire any interest in any Stock,in any option or in the cash credited to the Participant’s bookkeeping accountduring any Phase of the Plan.

 

11.02                       In the event that any Subsidiaryceases to be a Subsidiary of the Corporation, the employees of such Subsidiaryshall be considered to have terminated their employment for purposes of Section11.01 hereof as of the date the Subsidiary ceased to be a Subsidiary of theCorporation.

 

**ARTICLE XII - STOCK RESERVED FOR OPTIONS**

 

12.01                       The maximum number of shares ofStock which may be issued upon the exercise of options to be granted under thePlan shall be Two Million (2,000,000) shares (as appropriately adjusted forstock splits, stock dividends, combination of shares, reclassifications orsimilar events as provided in Section 14.01), plus an annual increase,beginning January 1, 2003, and each January 1st  thereafter so long as the Plan is in effect, equal to the numberof shares issued upon the exercise of options in the Phases ending on June 30thand December 31st of the immediately preceding calendar year.  Such shares may be authorized but unissuedshares of the Corporation (or the number and kind of securities to which saidshares may be adjusted in accordance with Section 14.01 hereof).  Shares subject to the unexercised

 

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portion of anylapsed or expired option may again be subject to option under the Plan.

 

12.02                       The Participant (or a jointtenant named pursuant to Section 9.05 above) shall have no rights as ashareholder with respect to any shares of Stock subject to the Participant’soption until the date of the issuance of a stock certificate evidencing suchshares as provided in Section 9.05.  Noadjustment shall be made for dividends (ordinary or extraordinary, whether incash, securities or other property), distributions or other rights for whichthe record date is prior to the date such stock certificate is actually issued,except as otherwise provided in Section 14.01 hereof.

 

**ARTICLE XIII - ACCOUNTING AND USE OF FUNDS**

 

13.01                       Payrolldeductions for Participants shall be credited to bookkeeping accounts,established by the Corporation for each such Participant under the Plan.  A Participant may not make any cash paymentsinto such account.  Such account shallbe solely for bookkeeping purposes and shall not require the Corporation toestablish any separate fund or trust hereunder.  All funds from payroll deductions received or held by theCorporation under the Plan may be used, without limitation, for any corporatepurpose by the Corporation, which shall not be obligated to segregate suchfunds from its other funds.

 

**ARTICLE XIV - ADJUSTMENT PROVISION**

 

14.01                       Subject to any required actionby the shareholders of the Corporation, in the event of an increase or decreasein the number of outstanding shares of Stock or in the event the Stock ischanged into or exchanged for a different number or kind of shares of stock orother securities of the Corporation or another corporation by reason of a reorganization,merger, consolidation, divestiture (including a spin-off), liquidation,recapitalization, reclassification, stock dividend, stock split, combination ofshares, rights offering or any other change in the corporate structure orshares of the Corporation, the Board (or, if the Corporation is not thesurviving corporation in any such transaction, the board of directors of thesurviving corporation), in its sole discretion, shall adjust the number andkind of securities subject to and reserved under the Plan and, to prevent thedilution or enlargement of rights of those Eligible Employees to whom optionshave been granted, shall adjust the number and kind of securities subject tosuch outstanding options and, where applicable, the exercise price per sharefor such securities.

 

In the eventof sale by the Corporation of substantially all of its assets and theconsequent discontinuance of its business, or in the event of a merger,exchange, consolidation, reorganization, divestiture (including a spin-off),liquidation, reclassification or extraordinary dividend (collectively referredto as a “transaction”), after which the Corporation is not the survivingcorporation, the Board may, in its sole discretion, at the time of adoption ofthe plan for such transaction, may provide for one or more of the following:

 

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(a)           Theacceleration of the exercisability of outstanding options granted at thecommencement of the Phase then in effect, to the extent of the accumulatedpayroll deductions made as of the date of such acceleration pursuant to Article8 hereof;

 

(b)           Thecomplete termination of this Plan and a refund of amounts credited to theParticipants’ bookkeeping accounts hereunder; or

 

(c)           Thecontinuance of the Plan only with respect to completion of the then currentPhase and the exercise of options thereunder. In the event of such continuance, Participants shall have the right toexercise their options as to an equivalent number of shares of stock of thecorporation succeeding the Corporation by reason of such transaction.

 

In the eventof a transaction where the Corporation survives, then the Plan shall continuein effect, unless the Board takes one or more of the actions set forthabove.  The grant of an option pursuantto the Plan shall not limit in any way the right or power of the Corporation tomake adjustments, reclassifications, reorganizations or changes in its capitalor business structure or to merge, exchange or consolidate or to dissolve, liquidate,sell or transfer all or any part of its business or assets.

 

**ARTICLE XV - NONTRANSFERABILITY OF OPTIONS**

 

15.01                       Options granted under any Phaseof the Plan shall not be transferable and shall be exercisable only by theParticipant during the Participant’s lifetime.

 

15.02                       Neither payroll deductionsgranted to a Participant’s account, nor any rights with regard to the exerciseof an option or to receive Stock under any Phase of the Plan may be assigned,transferred, pledged or otherwise disposed of in any way by theParticipant.  Any such attemptedassignment, transfer, pledge or other disposition shall be null and void andwithout effect, except that the Corporation may, at its option, treat such actas an election to withdraw in accordance with Section 10.01.

 

**ARTICLE XVI - AMENDMENT AND TERMINATION**

 

16.01                       The Plan may be terminated atany time by the Board of Directors, provided that, except as permitted inSection 14.01 hereof, no such termination shall take effect with respect to anyoptions then outstanding.  The Boardmay, from time to time, amend the Plan as it may deem proper and in the bestinterests of the Corporation or as may be necessary to comply with Code Section423 or other applicable laws or regulations; provided, however, no such amendmentshall, without the consent of a Participant, materially adversely affect orimpair the right of a Participant with respect to any outstanding option; andprovided, further, that no such amendment

 

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shall, unlessthe shareholders of the Corporation have approved the same, directly orindirectly:

 

(a)           Increasethe total number of shares for which options may be granted under the Plan(except as provided in Section 14.01 herein);

 

(b)           Modifythe group of Subsidiaries whose employees may be eligible to participate in thePlan or materially modify any other requirements as to eligibility forparticipation in the Plan; or

 

(c)           Materiallyincrease the benefits accruing to Participants under the Plan.

 

**ARTICLE XVII - NOTICES**

 

17.01                       All notices, forms, elections orother communications in connection with the Plan or any Phase thereof shall bein such form as specified by the Corporation or the Administrator from time totime, and shall be deemed to have been duly given when received by theParticipant or his or her personal representative or by the Corporation or itsdesignated representative, as the case may be.

 

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