EXHIBIT 10.16

                               PHOENIX COLOR CORP.
                            2002 STOCK INCENTIVE PLAN

1.    Establishment, Purpose and Types of Awards

      PHOENIX COLOR CORP., a Delaware corporation (the "Company"), hereby
establishes the PHOENIX COLOR CORP. 2002 STOCK INCENTIVE PLAN (the "Plan"). The
purpose of the Plan is to promote the long-term growth and profitability of the
Company by (i) providing key people with incentives to improve stockholder value
and to contribute to the growth and financial success of the Company, and (ii)
enabling the Company to attract, retain and reward the best-available persons.

      The Plan permits the granting of stock options (including incentive stock
options qualifying under Code section 422 and nonqualified stock options), stock
appreciation rights, restricted or unrestricted stock awards, phantom stock,
performance awards, other stock-based awards, or any combination of the
foregoing.

2.    Definitions

      Under this Plan, except where the context otherwise indicates, the
following definitions apply:

      (a) "Affiliate" shall mean any entity, whether now or hereafter existing,
which controls, is controlled by, or is under common control with, the Company
(including, but not limited to, joint ventures, limited liability companies, and
partnerships). For this purpose, "control" shall mean ownership of 50% or more
of the total combined voting power or value of all classes of stock or interests
of the entity.

      (b) "Award" shall mean any stock option, stock appreciation right, stock
award, phantom stock award, performance award, or other stock-based award.

      (c) "Board" shall mean the Board of Directors of the Company.

      (d) "Change in Control" means: (i) the acquisition (other than from the
Company) by any Person, as defined in this Section 2(d), of the beneficial
ownership (within the meaning of Rule 13d-3 promulgated under the Securities
Exchange Act of 1934, as amended) of 50% or more of (A) the then outstanding
shares of the securities of the Company, or (B) the combined voting power of the
then outstanding securities of the Company entitled to vote generally in the
election of directors (the "Company Voting Stock"); (ii) the closing of a sale
or other conveyance of all or substantially all of the assets of the Company; or
(iii) the effective time of any merger, share exchange, consolidation, or other
business combination of the Company if immediately after such transaction
persons who hold a majority of the outstanding voting securities entitled to
vote generally in the election of directors of the surviving entity (or the
entity owning 100% of such surviving entity) are not persons who, immediately
prior to such transaction, held the Company Voting Stock. For purposes of this
Section 2(d), a "Person" means any individual, entity or group within the
meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934,
as amended, other than: employee benefit plans sponsored or maintained by the
Company and corporations controlled by the Company.

      (e) "Code" shall mean the Internal Revenue Code of 1986, as amended, and
any regulations promulgated thereunder.

      (f) "Common Stock" shall mean shares of Class A common stock of the
Company, par value of one cent ($0.01) per share.

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      (g) "Fair Market Value" shall mean, with respect to a share of the
Company's Common Stock for any purpose on a particular date, the value
determined by the Administrator in good faith. However, if the Common Stock is
registered under Section 12(b) or 12(g) of the Securities Exchange Act of 1934,
as amended, and listed for trading on a national exchange or market, "Fair
Market Value" shall mean, as applicable, (i) either the closing price or the
average of the high and low sale price on the relevant date, as determined in
the Administrator's discretion, quoted on the New York Stock Exchange, the
American Stock Exchange, or the Nasdaq National Market; (ii) the last sale price
on the relevant date quoted on the Nasdaq SmallCap Market; (iii) the average of
the high bid and low asked prices on the relevant date quoted on the Nasdaq OTC
Bulletin Board Service or by the National Quotation Bureau, Inc. or a comparable
service as determined in the Administrator's discretion; or (iv) if the Common
Stock is not quoted by any of the above, the average of the closing bid and
asked prices on the relevant date furnished by a professional market maker for
the Common Stock, or by such other source, selected by the Administrator. If no
public trading of the Common Stock occurs on the relevant date, then Fair Market
Value shall be determined as of the next preceding date on which trading of the
Common Stock does occur. For all purposes under this Plan, the term "relevant
date" as used in this Section 2(g) shall mean either the date as of which Fair
Market Value is to be determined or the next preceding date on which public
trading of the Common Stock occurs, as determined in the Administrator's
discretion.

      (h) "Grant Agreement" shall mean a written document memorializing the
terms and conditions of an Award granted pursuant to the Plan and shall
incorporate the terms of the Plan.

3.    Administration

      (a) Administration of the Plan. The Plan shall be administered by the
Board or by such committee or committees as may be appointed by the Board from
time to time (the Board, committee or committees hereinafter referred to as the
"Administrator").

      (b) Powers of the Administrator. The Administrator shall have all the
powers vested in it by the terms of the Plan, such powers to include authority,
in its sole and absolute discretion, to grant Awards under the Plan, prescribe
Grant Agreements evidencing such Awards and establish programs for granting
Awards.

      The Administrator shall have full power and authority to take all other
actions necessary to carry out the purpose and intent of the Plan, including,
but not limited to, the authority to: (i) determine the eligible persons to
whom, and the time or times at which Awards shall be granted; (ii) determine the
types of Awards to be granted; (iii) determine the number of shares to be
covered by or used for reference purposes for each Award; (iv) impose such
terms, limitations, restrictions and conditions upon any such Award as the
Administrator shall deem appropriate; (v) modify, amend, extend or renew
outstanding Awards, or accept the surrender of outstanding Awards and substitute
new Awards (provided however, that, except as provided in Section 7(d) of the
Plan, any modification that would materially adversely affect any outstanding
Award shall not be made without the consent of the holder); (vi) accelerate or
otherwise change the time in which an Award may be exercised or becomes payable
and to waive or accelerate the lapse, in whole or in part, of any restriction or
condition with respect to such Award, including, but not limited to, any
restriction or condition with respect to the vesting or exercisability of an
Award following termination of any grantee's employment or other relationship
with the Company; and (vii) establish objectives and conditions, if any, for
earning Awards and determining whether Awards will be paid after the end of a
performance period.

      The Administrator shall have full power and authority, in its sole and
absolute discretion, to administer and interpret the Plan and to adopt and
interpret such rules, regulations, agreements, guidelines and instruments for
the administration of the Plan and for the conduct of its business as the
Administrator deems necessary or advisable.


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      (c) Non-Uniform Determinations. The Administrator's determinations under
the Plan (including without limitation, determinations of the persons to receive
Awards, the form, amount and timing of such Awards, the terms and provisions of
such Awards and the Grant Agreements evidencing such Awards) need not be uniform
and may be made by the Administrator selectively among persons who receive, or
are eligible to receive, Awards under the Plan, whether or not such persons are
similarly situated.

      (d) Limited Liability. To the maximum extent permitted by law, no member
of the Administrator shall be liable for any action taken or decision made in
good faith relating to the Plan or any Award thereunder.

      (e) Indemnification. To the maximum extent permitted by law and by the
Company's charter and by-laws, the members of the Administrator shall be
indemnified by the Company in respect of all their activities under the Plan.

      (f) Effect of Administrator's Decision. All actions taken and decisions
and determinations made by the Administrator on all matters relating to the Plan
pursuant to the powers vested in it hereunder shall be in the Administrator's
sole and absolute discretion and shall be conclusive and binding on all parties
concerned, including the Company, its stockholders, any participants in the Plan
and any other employee, or director of the Company, and their respective
successors in interest.

4.    Shares Available for the Plan

      Subject to adjustments as provided in Section 7(d) of the Plan, the shares
of Common Stock that may be issued with respect to Awards granted under the Plan
shall not exceed an aggregate of 2,835 shares of Common Stock. The Company shall
reserve such number of shares for Awards under the Plan, subject to adjustments
as provided in Section 7(d) of the Plan. If any Award, or portion of an Award,
under the Plan expires or terminates unexercised, becomes unexercisable or is
forfeited or otherwise terminated, surrendered or canceled as to any shares, or
if any shares of Common Stock are surrendered to the Company in connection with
any Award (whether or not such surrendered shares were acquired pursuant to any
Award), or if any shares are withheld by the Company, the shares subject to such
Award and the surrendered and withheld shares shall thereafter be available for
further Awards under the Plan; provided, however, that any such shares that are
surrendered to or withheld by the Company in connection with any Award or that
are otherwise forfeited after issuance shall not be available for purchase
pursuant to incentive stock options intended to qualify under Code section 422.

5.    Participation

      Participation in the Plan shall be open to all employees, officers, and
consultants of the Company, or of any Affiliate of the Company, as may be
selected by the Administrator from time to time. The Administrator may also
grant Awards to individuals in connection with hiring, retention or otherwise,
prior to the date the individual first performs services for the Company or an
Affiliate provided that such Awards shall not become vested or exercisable prior
to the date the individual first commences performance of such services.

6.    Awards

      The Administrator, in its sole discretion, establishes the terms of all
Awards granted under the Plan. Awards may be granted individually or in tandem
with other types of Awards. All Awards are subject to the terms and conditions
provided in the Grant Agreement. The Administrator may permit or require a
recipient of an Award to defer such individual's receipt of the payment of cash
or the delivery of Common Stock that would otherwise be due to such individual
by virtue of the exercise of, payment of, or lapse or waiver of restrictions
respecting, any Award. If any such payment deferral is required or permitted,
the Administrator shall, in its sole discretion, establish rules and procedures
for such payment deferrals.


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      (a) Stock Options. The Administrator may from time to time grant to
eligible participants Awards of incentive stock options as that term is defined
in Code section 422 or nonqualified stock options; provided, however, that
Awards of incentive stock options shall not be granted prior to the date the
stockholders of the Company approves the Plan, and shall be limited to employees
of the Company or of any current or hereafter existing "parent corporation" or
"subsidiary corporation," as defined in Code sections 424(e) and (f),
respectively, of the Company. Options intended to qualify as incentive stock
options under Code section 422 must have an exercise price at least equal to
Fair Market Value as of the date of grant, but nonqualified stock options may be
granted with an exercise price less than Fair Market Value. No stock option
shall be an incentive stock option unless so designated by the Administrator at
the time of grant or in the Grant Agreement evidencing such stock option.

      (b) Stock Appreciation Rights. The Administrator may from time to time
grant to eligible participants Awards of Stock Appreciation Rights ("SAR"). An
SAR entitles the grantee to receive, subject to the provisions of the Plan and
the Grant Agreement, a payment having an aggregate value equal to the product of
(i) the excess of (A) the Fair Market Value on the exercise date of one share of
Common Stock over (B) the base price per share specified in the Grant Agreement,
times (ii) the number of shares specified by the SAR, or portion thereof, which
is exercised. Payment by the Company of the amount receivable upon any exercise
of an SAR may be made by the delivery of Common Stock or cash, or any
combination of Common Stock and cash, as determined in the sole discretion of
the Administrator. If upon settlement of the exercise of an SAR a grantee is to
receive a portion of such payment in shares of Common Stock, the number of
shares shall be determined by dividing such portion by the Fair Market Value of
a share of Common Stock on the exercise date. No fractional shares shall be used
for such payment and the Administrator shall determine whether cash shall be
given in lieu of such fractional shares or whether such fractional shares shall
be eliminated.

      (c) Stock Awards. The Administrator may from time to time grant restricted
or unrestricted stock Awards to eligible participants in such amounts, on such
terms and conditions, and for such consideration, including no consideration or
such minimum consideration as may be required by law, as it shall determine. A
stock Award may be paid in Common Stock, in cash, or in a combination of Common
Stock and cash, as determined in the sole discretion of the Administrator.

      (d) Phantom Stock. The Administrator may from time to time grant Awards to
eligible participants denominated in stock-equivalent units ("phantom stock") in
such amounts and on such terms and conditions as it shall determine. Phantom
stock units granted to a participant shall be credited to a bookkeeping reserve
account solely for accounting purposes and shall not require a segregation of
any of the Company's assets. An Award of phantom stock may be settled in Common
Stock, in cash, or in a combination of Common Stock and cash, as determined in
the sole discretion of the Administrator. Except as otherwise provided in the
applicable Grant Agreement, the grantee shall not have the rights of a
stockholder with respect to any shares of Common Stock represented by a phantom
stock unit solely as a result of the grant of a phantom stock unit to the
grantee.

      (e) Performance Awards. The Administrator may, in its discretion, grant
performance awards which become payable on account of attainment of one or more
performance goals established by the Administrator. Performance awards may be
paid by the delivery of Common Stock or cash, or any combination of Common Stock
and cash, as determined in the sole discretion of the Administrator. Performance
goals established by the Administrator may be based on the Company's or an
Affiliate's operating income or one or more other business criteria selected by
the Administrator that apply to an individual or group of individuals, a
business unit, or the Company or an Affiliate as a whole, over such performance
period as the Administrator may designate.

      (f) Other Stock-Based Awards. The Administrator may from time to time
grant other stock-based awards to eligible participants in such amounts, on such
terms and conditions, and for such consideration,


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including no consideration or such minimum consideration as may be required by
law, as it shall determine. Other stock-based awards may be denominated in cash,
in Common Stock or other securities, in stock-equivalent units, in stock
appreciation units, in securities or debentures convertible into Common Stock,
or in any combination of the foregoing and may be paid in Common Stock or other
securities, in cash, or in a combination of Common Stock or other securities and
cash, all as determined in the sole discretion of the Administrator.

7.    Miscellaneous

      (a) Withholding of Taxes. Grantees and holders of Awards shall pay to the
Company or its Affiliate, or make provision satisfactory to the Administrator
for payment of, any taxes required to be withheld in respect of Awards under the
Plan no later than the date of the event creating the tax liability. The Company
or its Affiliate may, to the extent permitted by law, deduct any such tax
obligations from any payment of any kind otherwise due to the grantee or holder
of an Award. In the event that payment to the Company or its Affiliate of such
tax obligations is made in shares of Common Stock, such shares shall be valued
at Fair Market Value on the applicable date for such purposes.

      (b) Transferability. Except as otherwise determined by the Administrator,
and in any event in the case of an incentive stock option or a stock
appreciation right granted with respect to an incentive stock option, no Award
granted under the Plan shall be transferable by a grantee otherwise than by will
or the laws of descent and distribution. Unless otherwise determined by the
Administrator in accord with the provisions of the immediately preceding
sentence, an Award may be exercised during the lifetime of the grantee, only by
the grantee or, during the period the grantee is under a legal disability, by
the grantee's guardian or legal representative.

      (c) Adjustments for Corporate Transactions and Other Events.

            (i) Stock Dividend, Stock Split and Reverse Stock Split. In the
event of a stock dividend of, or stock split or reverse stock split affecting,
the Common Stock, (A) the maximum number of shares of such Common Stock as to
which Awards may be granted under this Plan, as provided in Section 4 of the
Plan, and (B) the number of shares covered by and the exercise price and other
terms of outstanding Awards, shall, without further action of the Board, be
adjusted to reflect such event unless the Board determines, at the time it
approves such stock dividend, stock split or reverse stock split, that no such
adjustment shall be made. The Administrator may make adjustments, in its
discretion, to address the treatment of fractional shares and fractional cents
that arise with respect to outstanding Awards as a result of the stock dividend,
stock split or reverse stock split.

            (ii) Non-Change in Control Transactions. Except with respect to the
transactions set forth in Section 7(d)(i), in the event of any change affecting
the Common Stock, the Company or its capitalization, by reason of a spin-off,
split-up, dividend, recapitalization, merger, consolidation or share exchange,
other than any such change that is part of a transaction resulting in a Change
in Control of the Company, the Administrator, in its discretion and without the
consent of the holders of the Awards, shall make (A) appropriate adjustments to
the maximum number and kind of shares reserved for issuance or with respect to
which Awards may be granted under the Plan, as provided in Section 4 of the
Plan; and (B) any adjustments in outstanding Awards, including but not limited
to modifying the number, kind and price of securities subject to Awards.

            (iii) Change in Control Transactions. In the event of any
transaction resulting in a Change in Control of the Company, outstanding stock
options and SAR's under this Plan will terminate upon the effective time of such
Change in Control unless provision is made in connection with the transaction
for the continuation or assumption of such Awards by, or for the substitution of
the equivalent awards of, the surviving or successor entity or a parent thereof.
In the event of such termination, the holders of stock options and SAR's


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under the Plan will be permitted, for a period of at least twenty days prior to
the effective time of the Change in Control, to exercise all portions of such
Awards that are then exercisable or which become exercisable upon or prior to
the effective time of the Change in Control; provided, however, that any such
exercise of any portion of such an Award which becomes exercisable as a result
of such Change in Control shall be deemed to occur immediately prior to the
effective time of such Change in Control.

            (v) Unusual or Nonrecurring Events. The Administrator is authorized
to make, in its discretion and without the consent of holders of Awards,
adjustments in the terms and conditions of, and the criteria included in, Awards
in recognition of unusual or nonrecurring events affecting the Company, or the
financial statements of the Company or any Affiliate, or of changes in
applicable laws, regulations, or accounting principles, whenever the
Administrator determines that such adjustments are appropriate in order to
prevent dilution or enlargement of the benefits or potential benefits intended
to be made available under the Plan.

      (d) Substitution of Awards in Mergers and Acquisitions. Awards may be
granted under the Plan from time to time in substitution for awards held by
employees, officers, or consultants of entities who become or are about to
become employees, officers, or consultants of the Company or an Affiliate as the
result of a merger or consolidation of the employing entity with the Company or
an Affiliate, or the acquisition by the Company or an Affiliate of the assets or
stock of the employing entity. The terms and conditions of any substitute Awards
so granted may vary from the terms and conditions set forth herein to the extent
that the Administrator deems appropriate at the time of grant to conform the
substitute Awards to the provisions of the awards for which they are
substituted.

      (fe) Other Agreements. As a condition precedent to the grant of any Award
under the Plan, the exercise pursuant to such an Award, or to the delivery of
certificates for shares issued pursuant to any Award, the Administrator may
require the grantee or the grantee's successor or permitted transferee, as the
case may be, to become a party to a stock restriction agreement, shareholders'
agreement, voting trust agreement or other agreements regarding the Common Stock
of the Company in such form(s) as the Administrator may determine from time to
time.

      (f) Termination, Amendment and Modification of the Plan. The Board may
terminate, amend or modify the Plan or any portion thereof at any time.

      (f) Non-Guarantee of Employment or Service. Nothing in the Plan or in any
Grant Agreement thereunder shall confer any right on an individual to continue
in the service of the Company or shall interfere in any way with the right of
the Company to terminate such service at any time with or without cause or
notice and whether or not such termination results in (i) the failure of any
Award to vest; (ii) the forfeiture of any unvested or vested portion of any
Award; and/or (iii) any other adverse effect on the individual's interests under
the Plan.

      (h) Compliance with Securities Laws; Listing and Registration. If at any
time the Administrator determines that the delivery of Common Stock under the
Plan is or may be unlawful under the laws of any applicable jurisdiction, or
federal or state securities laws, the right to exercise an Award or receive
shares of Common Stock pursuant to an Award shall be suspended until the
Administrator determines that such delivery is lawful. The Company shall have no
obligation to effect any registration or qualification of the Common Stock under
federal or state laws.

      The Company may require that a grantee, as a condition to exercise of an
Award, and as a condition to the delivery of any share certificate, make such
written representations (including representations to the effect that such
person will not dispose of the Common Stock so acquired in violation of federal
or state securities laws) and furnish such information as may, in the opinion of
counsel for the Company, be appropriate to permit the Company to issue the
Common Stock in compliance with applicable federal and state securities laws.
The


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stock certificates for any shares of Common Stock issued pursuant to this Plan
may bear a legend restricting transferability of the shares of Common Stock
unless such shares are registered or an exemption from registration is available
under the Securities Act of 1933, as amended, and applicable state securities
laws.

      (i) No Trust or Fund Created. Neither the Plan nor any Award shall create
or be construed to create a trust or separate fund of any kind or a fiduciary
relationship between the Company and a grantee or any other person. To the
extent that any grantee or other person acquires a right to receive payments
from the Company pursuant to an Award, such right shall be no greater than the
right of any unsecured general creditor of the Company.

      (j) Governing Law. The validity, construction and effect of the Plan, of
Grant Agreements entered into pursuant to the Plan, and of any rules,
regulations, determinations or decisions made by the Administrator relating to
the Plan or such Grant Agreements, and the rights of any and all persons having
or claiming to have any interest therein or thereunder, shall be determined
exclusively in accordance with applicable federal laws and the laws of the State
of Maryland, without regard to its conflict of laws principles.

      (k) Effective Date; Termination Date. The Plan is effective as of the date
on which the Plan is adopted by the Board. No Award shall be granted under the
Plan after the close of business on the day immediately preceding the tenth
anniversary of the effective date of the Plan, or if earlier, the tenth
anniversary of the date this Plan is approved by the stockholders. Subject to
other applicable provisions of the Plan, all Awards made under the Plan prior to
such termination of the Plan shall remain in effect until such Awards have been
satisfied or terminated in accordance with the Plan and the terms of such
Awards.


Date Approved by the Board: August 11, 2002


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                                   APPENDIX A
                      PROVISIONS FOR CALIIFORNIA RESIDENTS

With respect to Awards granted to California residents prior to a public
offering of capital stock of the Company that is effected pursuant to a
registration statement filed with, and declared effective by, the Securities and
Exchange Commission under the Securities Act of 1933 and only to the extent
required by applicable law, the following provisions shall apply notwithstanding
anything in the Plan or a Grant Agreement to the contrary:

1. No such persons shall be entitled to receive Awards in the form of any stock
appreciation rights or phantom stock.

2. With respect to any Award granted in the form of a stock option pursuant to
Section 6(a) of the Plan:

      (a) The Award shall provide an exercise price which is not less than 85%
      of the Fair Market Value of the stock at the time the option is granted,
      except that the price shall be 110% of the Fair Market Value in the case
      of any person who owns stock possessing more than 10% of the total
      combined voting power of all classes of stock of the issuing corporation
      or its parent or subsidiary corporations.

      (b) The exercise period shall be no more than 120 months from the date the
      option is granted.

      (c) The options shall be non-transferable other than by will, by the laws
      of descent and distribution, by instrument to an inter vivos or
      testamentary trust in which the options are to be passed to beneficiaries
      upon the death of the trustor (settlor), or by gift to "immediate family"
      as that term is defined in 17 C.F.R. 240.16a-1(e).

      (d) The Award recipient shall have the right to exercise at the rate of at
      least 20% per year over 5 years from the date the option is granted,
      subject to reasonable conditions such as continued employment. However, if
      an option is granted to officers, directors, or consultants of the Company
      or the issuer of the underlying security or any of its affiliates, the
      option may become fully exercisable, subject to reasonable conditions such
      as continued employment, at any time or during any period established by
      the issuer of the option or the issuer of the underlying security or any
      of its affiliates.

      (e) Unless employment is terminated for "cause" as defined by applicable
      law, the terms of the Plan or Grant Agreement or a contract of employment,
      the right to exercise the option in the event of termination of
      employment, to the extent that the Award recipient is otherwise entitled
      to exercise on the date employment terminates, will be as follows:

            (1) At least 6 months from the date of termination if termination
            was caused by death or disability.

            (2) At least 30 days from the date of termination if termination was
            caused by other than death or disability.

3. The Company's shareholders must approve the Plan within 12 months before or
after the date the Plan is adopted. Any option exercised before shareholder
approval is obtained must be rescinded if shareholder approval is not obtained
within 12 months before or after the Plan is adopted. Such shares shall not be
counted in determining whether such approval is obtained.

4. At the discretion of the Administrator, the Company may reserve to itself
and/or its assignee(s) in the Grant Agreement or Stock Restriction Agreement a
right to repurchase shares held by an Award recipient


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following such Award recipient's termination at any time within 90 days after
such Award recipient's termination date (or in the case of securities issued
upon exercise of an option after the termination date, within 90 days after the
date of such exercise) for cash and/or cancellation of purchase money
indebtedness, at: (A) with respect to vested shares, the Fair Market Value of
such shares on the Award recipient's termination date; provided that such right
to repurchase vested shares terminates when the Company's securities have become
publicly traded; or (B) with respect to unvested shares, the Award recipient's
exercise price, provided, that to the extent the Award recipient is not an
officer, director or consultant of the Company or of a Parent or Subsidiary of
the Company such right to repurchase unvested shares at the exercise price
lapses at the rate of at least 20% per year over 5 years from the date of the
grant of the option.

5. The Company will provide financial statements to each Award recipient
annually during the period such individual has Awards outstanding, or as
otherwise required under Section 260.146.46 of Title 10 of the California Code
of Regulations. Notwithstanding the foregoing, the Company will not be required
to provide such financial statements to Award recipients when issuance is
limited to key employees whose services in connection with the Company assure
them access to equivalent information.

6. The Company will comply with Section 260.140.1 of Title 10 of the California
Code of Regulations with respect to the voting rights of Common Stock.

7. The Plan is intended to comply with Section 25102(o) of the California
Corporations Code. Any provision of this Plan which is inconsistent with Section
25102(o), including without limitation any provision of this Plan that is more
restrictive than would be permitted by Section 25102(o) as amended from time to
time, shall, without further act or amendment by the Board, be reformed to
comply with the requirements of Section 25102(o). If at any time the
Administrator determines that the delivery of Common Stock under the Plan is or
may be unlawful under the laws of any applicable jurisdiction, or federal or
state securities laws, the right to exercise an Award or receive shares of
Common Stock pursuant to an Award shall be suspended until the Administrator
determines that such delivery is lawful. The Company shall have no obligation to
effect any registration or qualification of the Common Stock under federal or
state laws.


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