Exhibit 10.1, Stock Incentive Plan


    
      

      

    


      Exhibit
        10.1



      
         

         

        ARTICLE
          1.  

         

        PURPOSE
          AND ADOPTION OF THE PLAN

         

        	1.1  	
                Purpose.
                  The purpose of the IMMS, Inc. 2005 Stock Incentive Plan (hereinafter
                  referred to as the “Plan”)
                  is to assist in attracting and retaining highly competent key employees,
                  non-employee directors and consultants and to act as an incentive
                  in
                  motivating selected key employees, non-employee directors and consultants
                  of IMMS, Inc. and its Subsidiaries (as defined below) to achieve
                  long-term
                  corporate objectives.

              


         

        	1.2  	
                Adoption
                  and Term.
                  The Plan has been approved by the Board of Directors (hereinafter
                  referred
                  to as the “Board”)
                  of IMMS, Inc. (hereinafter referred to as the “Company”),
                  to be effective as of the date the Plan is approved by the Board (the
                  “Effective
                  Date”),
                  subject to the approval of the stockholders of the Company solely
                  for any
                  Incentive Stock Options (as defined below). The Plan shall remain in
                  effect until terminated by action of the Board; provided,
                  however,
                  that no Incentive Stock Option (as defined below) may be granted
                  hereunder
                  after the tenth anniversary of the Effective Date and the provisions
                  of
                  Articles VII and VIII with respect to performance-based awards
                  to “covered
                  employees” under Section 162(m) of the Code (as defined below) shall
                  expire as of the fifth anniversary of the Effective Date. The Company
                  intends that any grant, award or other acquisition of the Company’s
                  securities pursuant to the Plan to any officer and/or director
                  of the
                  Company shall be exempt from Section 16(b) of the Exchange
                  Act.

              


         

        ARTICLE
          2.

         

        DEFINITIONS

         

        For
          the
          purposes of this Plan, capitalized terms shall have the following
          meanings:

         

        	2.1  	
                Award
                  means any grant to a Participant of one or a combination of Non-Qualified
                  Stock Options or Incentive Stock Options described in Article VI,
                  Stock Appreciation Rights described in Article VI, Restricted Shares
                  described in Article VII and Performance Awards described in
                  Article VIII.

              


         

        	2.2  	
                Award
                  Agreement
                  means a written agreement between the Company and a Participant
                  or a
                  written notice from the Company to a Participant specifically setting
                  forth the terms and conditions of an Award granted under the
                  Plan.

              


         

        	2.3  	
                Award
                  Period
                  means, with respect to an Award, the period of time set forth in
                  the Award
                  Agreement during which specified target performance goals must
                  be achieved
                  or other conditions set forth in the Award Agreement must be
                  satisfied.

              


         

        	2.4  	
                Beneficiary
                  means an individual, trust or estate who or which, by a written
                  designation of the Participant filed with the Company or by operation
                  of
                  law, succeeds to the rights and obligations of the Participant
                  under the
                  Plan and an Award Agreement upon the Participant’s
                  death.

              


         

        	2.5  	
                Board
                  means the Board of Directors of the
                  Company.

              


         

        	2.6  	
                Change
                  in Control
                  means, and shall be deemed to have occurred upon the occurrence
                  of, any
                  one of the following events:

              


         

        	(a)  	
                The
                  acquisition in one or more transactions by any individual, entity
                  or group
                  (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange
                  Act) (a “Person”) of beneficial ownership (within the meaning of Rule
                  13d-3 promulgated under the Exchange Act) of shares or other securities
                  (as defined in Section 3(a)(10) of the Exchange Act) representing
                  30% or
                  more of either (i) the Outstanding Common Stock or (ii) the Company
                  Voting Securities; provided, however, that a Change in Control
                  as defined
                  in this clause (a) shall not be deemed to occur in connection with
                  any
                  acquisition by the Company, an employee benefit plan of the Company
                  or any
                  Person who immediately prior to the Effective Date is a holder
                  of
                  Outstanding Common Stock or Company Voting Securities (a “Current
                  Stockholder”) so long as such acquisition does not result in any Person
                  other than the Company, such employee benefit plan or such Current
                  Stockholder beneficially owning shares or securities representing
                  30% or
                  more of either the Outstanding Common Stock or Company Voting Securities;
                  or

              


         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

           

        

        	(b)  	
                Any
                  election has occurred of persons as directors of the Company that
                  causes
                  two-thirds or more of the Board to consist of persons other than
                  (i) persons who were members of the Board on the Effective Date and
                  (ii) persons who were nominated by the Board for election as members
                  of the Board at a time when at least two-thirds of the Board consisted
                  of
                  persons who were members of the Board on the Effective Date; provided,
                  however, that any person nominated for election by the Board when
                  at least
                  two-thirds of the members of the Board are persons described in
                  subclause
                  (i) or (ii) and persons who were themselves previously nominated
                  in
                  accordance with this clause (b) shall, for this purpose, be deemed
                  to have
                  been nominated by a Board composed of persons described in subclause
                  (ii);
                  or

              


         

        	(c)  	
                Consummation
                  by the Company of a reorganization, merger, consolidation or similar
                  transaction (a “Reorganization Transaction”), in each case, unless,
                  immediately following such Reorganization Transaction, more than
                  50% of,
                  respectively, the outstanding shares of common stock (or similar
                  equity
                  security) of the corporation or other entity resulting from or
                  surviving
                  such Reorganization Transaction and the combined voting power of
                  the
                  securities of such corporation or other entity entitled to vote
                  generally
                  in the election of directors, is then beneficially owned, directly
                  or
                  indirectly, by the individuals and entities who were the respective
                  beneficial owners of the Outstanding Common Stock and the Company
                  Voting
                  Securities immediately prior to such Reorganization Transaction
                  in
                  substantially the same proportions as their ownership of the Outstanding
                  Common Stock and Company Voting Securities immediately prior to
                  such
                  Reorganization Transaction; or 

              


         

        	(d)  	
                Consummation
                  by the Company of (i) a complete liquidation or dissolution of the
                  Company or (ii) the sale or other disposition of all or substantially
                  all of the assets of the Company to a corporation or other entity,
                  unless,
                  with respect to such corporation or other entity, immediately following
                  such sale or other disposition more than 50% of, respectively,
                  the
                  outstanding shares of common stock (or similar equity security)
                  of such
                  corporation or other entity and the combined voting power of the
                  securities of such corporation or other entity entitled to vote
                  generally
                  in the election of directors, is then beneficially owned, directly
                  or
                  indirectly, by the individuals and entities who were the respective
                  beneficial owners of the Outstanding Common Stock and the Company
                  Voting
                  Securities immediately prior to such sale or disposition in substantially
                  the same proportions as their ownership of the Outstanding Common
                  Stock
                  and Company Voting Securities immediately prior to such sale or
                  disposition.

              


         

        	2.7  	
                Code
                  means the Internal Revenue Code of 1986, as amended. References
                  to a
                  section of the Code include that section and any comparable section
                  or
                  sections of any future legislation that amends, supplements or
                  supersedes
                  said section.

              


         

        	2.8  	
                Committee
                  means the committee established in accordance with
                  Section 3.1.

              


         

        	2.9  	
                Company
                  means IMMS, Inc., a Nevada corporation, and its
                  successors.

              


         

        	2.10  	
                Common
                  Stock
                  means Common Stock of the Company, par value $.001 per
                  share.

              


         

        	2.11  	
                Company
                  Voting Securities
                  means the combined voting power of all outstanding securities of
                  the
                  Company entitled to vote generally in the election of directors
                  of the
                  Company.

              


         

        	2.12  	
                Date
                  of Grant
                  means the date designated by the Committee as the date as of which
                  it
                  grants an Award, which shall not be earlier than the date on which
                  the
                  Committee approves the granting of such
                  Award.

              


         

        	2.13  	
                Effective
                  Date
                  shall have the meaning given to such term in Section
                  1.2.

              


         

        	2.14  	
                Exchange
                  Act
                  means the Securities Exchange Act of 1934, as
                  amended.

              


         

        	2.15  	
                Exercise
                  Price
                  means, with respect to a Stock Appreciation Right, the amount established
                  by the Committee in the related Award Agreement as the amount to
                  be
                  subtracted from the Fair Market Value on the date of exercise in
                  order to
                  determine the amount of the payment to be made to the Participant,
                  as
                  further described in Section 6.2(b).

              


         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        	2.16  	
                Fair
                  Market Value
                  means, as of any applicable date: (i) if the Common Stock is listed
                  on a national securities exchange or is authorized for quotation
                  on The
                  Nasdaq National Market System (“NMS”),
                  the closing price, regular way, of the Common Stock on such exchange
                  or
                  NMS, as the case may be, on such date or if no sale of the Common
                  Stock
                  shall have occurred on such date, on the next preceding date on
                  which
                  there was such a reported sale; or (ii) if the Common Stock is not
                  listed for trading on a national securities exchange or authorized
                  for
                  quotation on NMS, the closing bid price as reported by The Nasdaq
                  SmallCap
                  Market on such date, or if no such price shall have been reported
                  for such
                  date, on the next preceding date for which such price was so reported;
                  or
                  (iii) if the Common Stock is not listed for trading on a national
                  securities exchange or authorized for quotation on NMS or The Nasdaq
                  SmallCap Market (if applicable), the last reported bid price
                  published in the “pink sheets” or displayed on the National Association of
                  Securities Dealers, Inc. (“NASD”)
                  Electronic Bulletin Board, as the case may be; or (iv) if the Common
                  Stock is not listed for trading on a national securities exchange,
                  is not
                  authorized for quotation on NMS or The Nasdaq SmallCap Market and
                  is not
                  published in the “pink sheets” or displayed on the NASD Electronic
                  Bulletin Board, the fair market value of the Common Stock as determined
                  in
                  good faith by the Committee. 

              


         

        	2.17  	
                Incentive
                  Stock Option
                  means a stock option within the meaning of Section 422 of the
                  Code.

              


         

        	2.18  	
                Merger
                  means any merger, reorganization, consolidation, share exchange,
                  transfer
                  of assets or other transaction having similar effect involving
                  the
                  Company.

              


         

        	2.19  	
                Non-Employee
                  Director
                  means a member of the Board who (i) is not currently an officer
                  or
                  otherwise employed by the Company or a parent or a subsidiary of
                  the
                  Company, (ii) does not receive compensation directly or indirectly
                  from
                  the Company or a parent or a subsidiary of the Company for services
                  rendered as a consultant or in any capacity other than as a director,
                  except for an amount for which disclosure would not be required
                  pursuant
                  to Item 404(a) of Regulation S-K, (iii) does not possess an interest
                  in
                  any other transaction for which disclosure would be required pursuant
                  to
                  Item 404(a) of Regulation S-K, (iv) is not engaged in a business
                  relationship for which disclosure would be required pursuant to
                  Item
                  404(b) of Regulation S-K, and (v) qualifies as “Outside Director”
                  pursuant to Section 162(m) of the
                  Code.

              


         

        	2.20  	
                Section
                  Reserved for future use.

              


         

        	2.21  	
                Non-Qualified
                  Stock Option
                  means a stock option which is not an Incentive Stock
                  Option.

              


         

        	2.22  	
                Options
                  means all Non-Qualified Stock Options and Incentive Stock Options
                  granted
                  at any time under the Plan.

              


         

        	2.23  	
                Outstanding
                  Common Stock
                  means, at any time, the issued and outstanding shares of Common
                  Stock.

              


         

        	2.24  	
                Participant
                  means a person designated to receive an Award under the Plan in
                  accordance
                  with Section 5.1.

              


         

        	2.25  	
                Performance
                  Awards
                  means Awards granted in accordance with
                  Article VIII.

              


         

        	2.26  	
                Plan
                  means the IMMS, Inc. 2005 Stock Incentive Plan as described herein,
                  as the
                  same may be amended from time to time.

              


         

        	2.27  	
                Purchase
                  Price,
                  with respect to Options, shall have the meaning set forth in
                  Section 6.1(b).

              


         

        	2.28  	
                Restricted
                  Shares
                  means Common Stock subject to restrictions imposed in connection
                  with
                  Awards granted under Article VII.

              


         

        	2.29  	
                Retirement
                  means
                  early or normal retirement under a pension plan or arrangement
                  of the
                  Company or one of its Subsidiaries in which the Participant
                  participates.

              


         

        	2.30  	
                Stock
                  Appreciation Rights
                  means Awards granted in accordance with
                  Article VI.

              


         

        	2.31  	
                Subsidiary
                  means a subsidiary of the Company within the meaning of
                  Section 424(f) of the Code.

              


         

        	2.32  	
                Termination
                  of Employment
                  means the voluntary or involuntary termination of a Participant’s
                  employment with the Company or a Subsidiary for any reason, including
                  death, disability, retirement or as the result of the divestiture
                  of the
                  Participant’s employer or any similar transaction in which the
                  Participant’s employer ceases to be the Company or one of its
                  Subsidiaries. Whether entering military or other government service
                  shall
                  constitute Termination of Employment, or whether a Termination
                  of
                  Employment shall occur as a result of disability, shall be determined
                  in
                  each case by the Committee in its sole discretion. In the case
                  of a
                  consultant who is not an employee of the Company or a Subsidiary,
                  Termination of Employment shall mean voluntary or involuntary termination
                  of the consulting relationship for any reason. In the case of a
                  Non-Employee Director, Termination of Employment shall mean voluntary
                  or
                  involuntary termination, non-election, removal or other act which
                  results
                  in such Non-Employee Director no longer serving in such capacity.
                  

              


         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        ARTICLE
          3.

         

        ADMINISTRATION

         

        	3.1  	
                Committee.
                  The Plan shall be administered by a committee of the Board (the
                  “Committee”).
                  The Committee shall have exclusive and final authority in each
                  determination, interpretation or other action affecting the Plan
                  and its
                  Participants. The Committee shall have the sole discretionary authority
                  to
                  interpret the Plan, to establish and modify administrative rules
                  for the
                  Plan, to impose such conditions and restrictions on Awards as it
                  determines appropriate, and to take such steps in connection with
                  the Plan
                  and Awards granted hereunder as it may deem necessary or advisable.
                  The
                  Committee may, subject to compliance with applicable legal requirements,
                  with respect to Participants who are not subject to Section 16(b) of
                  the Exchange Act, delegate such of its powers and authority under
                  the Plan
                  as it deems appropriate to designated officers or employees of
                  the
                  Company. In addition, the Board may exercise any of the authority
                  conferred upon the Committee hereunder. In the event of any such
                  delegation of authority or exercise of authority by the Board,
                  references
                  in the Plan to the Committee shall be deemed to refer to the delegate
                  of
                  the Committee or the Board, as the case may
                  be.

              


         

        ARTICLE
          4.

         

        SHARES

         

        	4.1  	
                Number
                  of Shares Issuable.
                  The total number of shares initially authorized to be issued under
                  the
                  Plan shall be two million (2,000,000) shares of Common Stock and
                  are
                  subject to adjustment pursuant to the terms of Section 9.7. The
                  number of shares available for issuance under the Plan shall be
                  subject to
                  adjustment in accordance with Section 9.7. The shares to be offered
                  under the Plan shall be authorized and unissued shares of Common
                  Stock, or
                  issued shares of Common Stock which will have been reacquired by
                  the
                  Company. 

              


         

        	4.2  	
                Shares
                  Subject to Terminated Awards.
                  Shares of Common Stock covered by any unexercised portions of terminated
                  Options (including canceled Options) granted under Article VI, shares
                  of Common Stock forfeited as provided in Section 7.2(a) and shares of
                  Common Stock subject to any Award that are otherwise surrendered
                  by a
                  Participant may be subject to new Awards under the Plan. Shares
                  of Common
                  Stock subject to Options, or portions thereof, that have been surrendered
                  in connection with the exercise of Stock Appreciation Rights shall
                  not be
                  available for subsequent Awards under the Plan, but shares of Common
                  Stock
                  issued in payment of such Stock Appreciation Rights shall not be
                  charged
                  against the number of shares of Common Stock available for the
                  grant of
                  Awards hereunder.

              


         

        ARTICLE
          5.

         

        PARTICIPATION

         

        	5.1  	
                Eligible
                  Participants.
                  Participants in the Plan shall be such key employees, non-employee
                  directors and consultants of the Company and its Subsidiaries,
                  whether or
                  not members of the Board, as the Committee, in its sole discretion,
                  may
                  designate from time to time. The Committee’s designation of a Participant
                  in any year shall not require the Committee to designate such person
                  to
                  receive Awards in any other year. The designation of a Participant
                  to
                  receive an Award under one portion of the Plan does not require
                  the
                  Committee to include such Participant under other portions of the
                  Plan.
                  The Committee shall consider such factors as it deems pertinent
                  in
                  selecting Participants and in determining the types and amounts
                  of their
                  respective Awards.

              


         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        ARTICLE
          6.

         

        STOCK
          OPTIONS AND STOCK APPRECIATION RIGHTS

         

        	6.1  	
                Option
                  Awards.

              


         

        	(a)  	
                Grant
                  of Options.
                  The Committee may grant, to such Participants as the Committee
                  may select,
                  Options entitling the Participants to purchase shares of Common
                  Stock from
                  the Company in such numbers, at such prices, and on such terms
                  and subject
                  to such conditions, not inconsistent with the terms of the Plan,
                  as may be
                  established by the Committee and are subject to adjustment pursuant
                  to the
                  terms of Section 9.7. The terms of any Option granted under the Plan
                  shall be set forth in an Award Agreement. Non-Qualified Stock Options
                  granted after the Effective Date shall have an exercise price of
                  not less
                  than 100% of the Fair Market Value on the Date of Grant. Except
                  as
                  provided in Sections 6.3(c), 6.3(e) or 6.5,


              


         

        	(b)  	
                Purchase
                  Price of Options.
                  The Purchase Price of each share of Common Stock which may be purchased
                  upon exercise of any Option granted under the Plan shall be determined
                  by
                  the Committee.

              


         

        	(c)  	
                Designation
                  of Options.
                  Except as otherwise expressly provided in the Plan, the Committee
                  may
                  designate, at the time of the grant of an Option, such Option as
                  an
                  Incentive Stock Option or a Non-Qualified Stock Option; provided,
                  however,
                  that an Option may be designated as an Incentive Stock Option only
                  if the
                  applicable Participant is an employee of the Company or a Subsidiary
                  on
                  the Date of Grant.

              


         

        	(d)  	
                Incentive
                  Stock Option Share Limitation.
                  No
                  Participant may be granted Incentive Stock Options under the Plan
                  (or any
                  other plans of the Company and its Subsidiaries) that would result
                  in
                  Incentive Stock Options to purchase shares of Common Stock with
                  an
                  aggregate Fair Market Value (measured on the Date of Grant) of
                  more than
                  $100,000 first becoming exercisable by such Participant in any
                  one
                  calendar year.

              


         

        	(e)  	
                Rights
                  as a Stockholder.
                  A
                  Participant or a transferee of an Option pursuant to Section 9.4
                  shall have no rights as a stockholder with respect to the shares
                  of Common
                  Stock covered by an Option until that Participant or transferee
                  shall have
                  become the holder of record of any such shares, and no adjustment
                  shall be
                  made with respect to any such shares of Common Stock for dividends
                  in cash
                  or other property or distributions of other rights on the Common
                  Stock for
                  which the record date is prior to the date on which that Participant
                  or
                  transferee shall have become the holder of record of any shares
                  covered by
                  such Option; provided,
                  however,
                  that Participants are entitled to share adjustments to reflect
                  capital
                  changes under Section 9.7.

              


         

        	6.2  	
                Stock
                  Appreciation Rights.

              


         

        	(a)  	
                Stock
                  Appreciation Right Awards.
                  The Committee is authorized to grant to any Participant one or
                  more Stock
                  Appreciation Rights. Such Stock Appreciation Rights may be granted
                  either
                  independent of or in tandem with Options granted to the same Participant.
                  Stock Appreciation Rights granted in tandem with Options may be
                  granted
                  simultaneously with, or, in the case of Non-Qualified Stock Options,
                  subsequent to, the grant to such Participant of the related Options;
                  provided,
                  however,
                  that: (i) any Option covering any share of Common Stock shall expire
                  and not be exercisable upon the exercise of any Stock Appreciation
                  Right
                  with respect to the same share, (ii) any Stock Appreciation Right
                  covering any share of Common Stock shall expire and not be exercisable
                  upon the exercise of any Option with respect to the same share,
                  and
                  (iii) an Option and a Stock Appreciation Right covering the same
                  share of Common Stock may not be exercised simultaneously. Upon
                  exercise
                  of a Stock Appreciation Right with respect to a share of Common
                  Stock, the
                  Participant shall be entitled to receive an amount equal to the
                  excess, if
                  any, of (A) the Fair Market Value of a share of Common Stock on the
                  date of exercise over (B) the Exercise Price of such Stock
                  Appreciation Right established in the Award Agreement, which amount
                  shall
                  be payable as provided in
                  Section 6.2(c).

              


         

        	(b)  	
                Exercise
                  Price.
                  The Exercise Price established for any Stock Appreciation Right
                  granted
                  under this Plan shall be determined by the Committee, but in the
                  case of
                  Stock Appreciation Rights granted in tandem with Options shall
                  not be less
                  than the Purchase Price of the related Options. Upon exercise of
                  Stock
                  Appreciation Rights, the number of shares issuable upon exercise
                  under any
                  related Options shall automatically be reduced by the number of
                  shares of
                  Common Stock represented by such Options which are surrendered
                  as a result
                  of the exercise of such Stock Appreciation
                  Rights.

              


         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        	(c)  	
                Payment
                  of Incremental Value.
                  Any payment that may become due from the Company by reason of a
                  Participant’s exercise of a Stock Appreciation Right may be paid to the
                  Participant as determined by the Committee (i) all in cash,
                  (ii) all in Common Stock, or (iii) in any combination of cash
                  and Common Stock. In the event that all or a portion of the payment
                  is to
                  be made in Common Stock, the number of shares of Common Stock to
                  be
                  delivered in satisfaction of such payment shall be determined by
                  dividing
                  the amount of such payment or portion thereof by the Fair Market
                  Value on
                  the date of exercise. No fractional share of Common Stock shall
                  be issued
                  to make any payment in respect of Stock Appreciation Rights; if
                  any
                  fractional share would otherwise be issuable, the combination of
                  cash and
                  Common Stock payable to a Participant shall be adjusted as directed
                  by the
                  Committee to avoid the issuance of any fractional
                  share.

              


         

        	6.3  	
                Terms
                  of Stock Options and Stock Appreciation
                  Rights.

              


         

        	(a)  	
                Conditions
                  on Exercise.
                  An
                  Award Agreement with respect to Options and/or Stock Appreciation
                  Rights
                  may contain such waiting periods, exercise dates and restrictions
                  on
                  exercise (including, but not limited to, periodic installments)
                  as may be
                  determined by the Committee at the time of grant.
                  

              


         

        	(b)  	
                Duration
                  of Options and Stock Appreciation Rights.
                  Options and Stock Appreciation Rights shall terminate after the
                  first to
                  occur of the following events:

              


         

        	(i)  	
                Expiration
                  of the Option or Stock Appreciation Right as provided in the related
                  Award
                  Agreement; or

              


         

        	(ii)  	
                Termination
                  of the Award as provided in Section 6.3(e), following the applicable
                  Participant’s Termination of Employment;
                  or

              


         

        	(iii)  	
                In
                  the case of an Incentive Stock Option, ten years from the Date
                  of Grant;
                  or

              


         

        	(iv)  	
                Solely
                  in the case of a Stock Appreciation Right granted in tandem with
                  an
                  Option, upon the expiration of the related
                  Option.

              


         

        	(c)  	
                Acceleration
                  of Exercise Time.
                  The Committee, in its sole discretion, shall have the right (but
                  shall not
                  in any case be obligated), exercisable at any time after the Date
                  of
                  Grant, to permit the exercise of any Option or Stock Appreciation
                  Right
                  prior to the time such Option or Stock Appreciation Right would
                  otherwise
                  become exercisable under the terms of the related Award
                  Agreement.

              


         

        	(d)  	
                Extension
                  of Exercise Time.
                  In
                  addition to the extensions permitted under Section 6.3(e) in the
                  event of Termination of Employment, the Committee, in its sole
                  discretion,
                  shall have the right (but shall not in any case be obligated),
                  exercisable
                  on or at any time after the Date of Grant, to permit the exercise
                  of any
                  Option or Stock Appreciation Right after its expiration date described
                  in
                  Section 6.3(e), subject, however, to the limitations described in
                  Sections 6.3(b)(i), (iii) and (iv).

              


         

        	(e)  	
                Exercise
                  of Options or Stock Appreciation Rights Upon Termination of
                  Employment.

              


         

        	(i)  	
                Termination
                  of Vested Options and Stock Appreciation Rights Upon Termination
                  of
                  Employment.

              


         

        (A) Termination.
          In the
          event of Termination of Employment of a Participant other than by reason
          of
          death, disability or Retirement, the right of the Participant to exercise
          any
          Option or Stock Appreciation Right shall terminate on the date of such
          Termination of Employment, unless the exercise period is extended by the
          Committee in accordance with Section 6.3(d).

         

        (B) Disability
          or Retirement.
          In the
          event of a Participant’s Termination of Employment by reason of disability or
          Retirement, the right of the Participant to exercise any Option or Stock
          Appreciation Right which he or she was entitled to exercise upon Termination
          of
          Employment (or which became exercisable at a later date pursuant to
          Section 6.3(e)(ii)) shall terminate one year after the date of such
          Termination of Employment, unless the exercise period is extended by the
          Committee in accordance with Section 6.3(d). In no event, however, may
          any
          Option or Stock Appreciation Right be exercised later than the date of
          expiration of the Option determined pursuant to Section 6.3(b)(i), (iii) or
          (iv).

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        (C) Death.
          In the
          event of the death of a Participant while employed by the Company or a
          Subsidiary or within any additional period of time from the date of the
          Participant’s Termination of Employment and prior to the expiration of any
          Option or Stock Appreciation Right as provided pursuant to Section 6.3(e)(i)(B)
          or Section 6.3(d) above, to the extent the right to exercise the Option
          or Stock
          Appreciation Right was accrued as of the date of such Termination of Employment
          and had not expired during such additional period, the right of the
          Participant’s Beneficiary to exercise the Option or Stock Appreciation Right
          shall terminate one year after the date of the Participant’s death (but in no
          event more than one year from the date of the Participant’s Termination of
          Employment by reason of disability or Retirement), unless the exercise
          period is
          extended by the Committee in accordance with Section 6.3(d). In no event,
          however, may any Option or Stock Appreciation Right be exercised later
          than the
          date of expiration of the Option determined pursuant to Section 6.3(b)(i),
          (iii)
          or (iv).

         

        	(ii)  	
                Termination
                  of Unvested Options or Stock Appreciation Rights Upon Termination
                  of
                  Employment.
                  Subject to Section 6.3(c), to the extent the right to exercise
                  an Option
                  or a Stock Appreciation Right, or any portion thereof, has not
                  accrued as
                  of the date of Termination of Employment, such right shall expire
                  at the
                  date of such Termination of Employment. Notwithstanding the foregoing,
                  the
                  Committee, in its sole discretion and under such terms as it deems
                  appropriate, may permit, for a Participant who terminates employment
                  by
                  reason of Retirement and who will continue to render significant
                  services
                  to the Company or one of its Subsidiaries after his or her Termination
                  of
                  Employment, the continued vesting of his or her Options and Stock
                  Appreciation Rights during the period in which that individual
                  continues
                  to render such services.

              


         

        	6.4  	
                Exercise
                  Procedures.
                  Each Option and Stock Appreciation Right granted under the Plan
                  shall be
                  exercised by written notice to the Company which must be received
                  by the
                  officer or employee of the Company designated in the Award Agreement
                  at or
                  before the close of business on the expiration date of the Award.
                  The
                  Purchase Price of shares purchased upon exercise of an Option granted
                  under the Plan shall be paid in full in cash by the Participant
                  pursuant
                  to the Award Agreement; provided,
                  however,
                  that the Committee may (but shall not be required to) permit payment
                  to be
                  made by delivery to the Company of either (a) shares of Common Stock
                  (which may include Restricted Shares or shares otherwise issuable
                  in
                  connection with the exercise of the Option, subject to such rules
                  as the
                  Committee deems appropriate) or (b) any combination of cash and
                  Common Stock or (c) such other consideration as the Committee deems
                  appropriate and in compliance with applicable law (including payment
                  in
                  accordance with a cashless exercise program under which, if so
                  instructed
                  by a Participant, shares of Common Stock may be issued directly
                  to the
                  Participant’s broker or dealer upon receipt of an irrevocable written
                  notice of exercise from the Participant). In the event that any
                  shares of
                  Common Stock shall be transferred to the Company to satisfy all
                  or any
                  part of the Purchase Price, the part of the Purchase Price deemed
                  to have
                  been satisfied by such transfer of shares of Common Stock shall
                  be equal
                  to the product derived by multiplying the Fair Market Value as
                  of the date
                  of exercise times the number of shares of Common Stock transferred
                  to the
                  Company. The Participant may not transfer to the Company in satisfaction
                  of the Purchase Price any fractional share of Common Stock. Any
                  part of
                  the Purchase Price paid in cash upon the exercise of any Option
                  shall be
                  added to the general funds of the Company and may be used for any
                  proper
                  corporate purpose. Unless the Committee shall otherwise determine,
                  any
                  shares of Common Stock transferred to the Company as payment of
                  all or
                  part of the Purchase Price upon the exercise of any Option shall
                  be held
                  as treasury shares.

              


         

        	6.5  	
                Change
                  in Control.
                  Unless otherwise provided by the Committee in the applicable Award
                  Agreement, in the event of a Change in Control, all Options and
                  Stock
                  Appreciation Rights outstanding on the date of such Change in Control
                  shall become immediately and fully exercisable. The provisions
                  of this
                  Section 6.5 shall not be applicable to any Options or Stock
                  Appreciation Rights granted to a Participant if any Change in Control
                  results from such Participant’s beneficial ownership (within the meaning
                  of Rule 13d-3 under the Exchange Act) of Common Stock or Company
                  Voting
                  Securities.

              


         

        ARTICLE
          7.

         

        RESTRICTED
          SHARES

         

        	7.1  	
                Restricted
                  Share Awards.
                  The Committee may grant to any Participant an Award of such number
                  of
                  shares of Common Stock on such terms, conditions and restrictions,
                  whether
                  based on performance standards, periods of service, retention by
                  the
                  Participant of ownership of purchased or designated shares of Common
                  Stock
                  or other criteria, as the Committee shall establish. With respect
                  to
                  performance-based Awards of Restricted Shares intended to qualify
                  for
                  deductibility under Section 162(m) of the Code, performance targets
                  will
                  include specified levels of one or more of operating income, return
                  or
                  investment, return on stockholders’ equity, earnings before interest,
                  taxes, depreciation and amortization and/or earnings per share.
                  The terms
                  of any Restricted Share Award granted under this Plan shall be
                  set forth
                  in an Award Agreement which shall contain provisions determined
                  by the
                  Committee and not inconsistent with this
                  Plan.

              


         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        	(a)  	
                Issuance
                  of Restricted Shares.
                  As
                  soon as practicable after the Date of Grant of a Restricted Share
                  Award by
                  the Committee, the Company shall cause to be transferred on the
                  books of
                  the Company or its agent, shares of Common Stock, registered on
                  behalf of
                  the Participant, evidencing the Restricted Shares covered by the
                  Award,
                  subject to forfeiture to the Company as of the Date of Grant if
                  an Award
                  Agreement with respect to the Restricted Shares covered by the
                  Award is
                  not duly executed by the Participant and timely returned to the
                  Company.
                  All shares of Common Stock covered by Awards under this Article VII
                  shall be subject to the restrictions, terms and conditions contained
                  in
                  the Plan and the applicable Award Agreements entered into by the
                  appropriate Participants. Until the lapse or release of all restrictions
                  applicable to an Award of Restricted Shares the share certificates
                  representing such Restricted Shares may be held in custody by the
                  Company,
                  its designee, or, if the certificates bear a restrictive legend,
                  by the
                  Participant. Upon the lapse or release of all restrictions with
                  respect to
                  an Award as described in Section 7.1(d), one or more share
                  certificates, registered in the name of the Participant, for an
                  appropriate number of shares as provided in Section 7.1(d), free of
                  any restrictions set forth in the Plan and the related Award Agreement
                  (however subject to any restrictions that may be imposed by law)
                  shall be
                  delivered to the Participant.

              


         

        	(b)  	
                Stockholder
                  Rights.
                  Beginning on the Date of Grant of a Restricted Share Award and
                  subject to
                  execution of the related Award Agreement as provided in
                  Section 7.1(a), and except as otherwise provided in such Award
                  Agreement, the Participant shall become a stockholder of the Company
                  with
                  respect to all shares subject to the Award Agreement and shall
                  have all of
                  the rights of a stockholder, including, but not limited to, the
                  right to
                  vote such shares and the right to receive dividends; provided,
                  however,
                  that any shares of Common Stock distributed as a dividend or otherwise
                  with respect to any Restricted Shares as to which the restrictions
                  have
                  not yet lapsed, shall be subject to the same restrictions as such
                  Restricted Shares and held or restricted as provided in
                  Section 7.1(a).

              


         

        	(c)  	
                Restriction
                  on Transferability.
                  None of the Restricted Shares may be assigned or transferred (other
                  than
                  by will or the laws of descent and distribution or to an inter
                  vivos
                  trust with respect to which the Participant is treated as the owner
                  under
                  Sections 671 through 677 of the Code), pledged or sold prior to
                  the lapse
                  of the restrictions applicable thereto.

              


         

        	(d)  	
                Delivery
                  of Shares Upon Vesting.
                  Upon expiration or earlier termination of the forfeiture period
                  without a
                  forfeiture and the satisfaction of or release from any other conditions
                  prescribed by the Committee, or at such earlier time as provided
                  under the
                  provisions of Section 7.3, the restrictions applicable to the
                  Restricted Shares shall lapse. As promptly as administratively
                  feasible
                  thereafter, subject to the requirements of Section 9.5, the Company
                  shall deliver to the Participant or, in case of the Participant’s death,
                  to the Participant’s Beneficiary, one or more share certificates for the
                  appropriate number of shares of Common Stock, free of all such
                  restrictions, except for any restrictions that may be imposed by
                  law.

              


         

        	7.2  	
                Terms
                  of Restricted Shares.

              


         

        	(a)  	
                Forfeiture
                  of Restricted Shares.
                  Subject to Sections 7.2(b) and 7.3, Restricted Shares shall be
                  forfeited and returned to the Company and all rights of the Participant
                  with respect to such Restricted Shares shall terminate unless the
                  Participant continues in the service of the Company or a Subsidiary
                  as an
                  employee until the expiration of the forfeiture period for such
                  Restricted
                  Shares and satisfies any and all other conditions set forth in
                  the Award
                  Agreement. The Committee shall determine the forfeiture period
                  (which may,
                  but need not, lapse in installments) and any other terms and conditions
                  applicable with respect to any Restricted Share
                  Award.

              


         

        	(b)  	
                Waiver
                  of Forfeiture Period.
                  Notwithstanding anything contained in this Article VII to the
                  contrary, the Committee may, in its sole discretion, waive the
                  forfeiture
                  period and any other conditions set forth in any Award Agreement
                  under
                  appropriate circumstances (including the death, disability or Retirement
                  of the Participant or a material change in circumstances arising
                  after the
                  date of an Award) and subject to such terms and conditions (including
                  forfeiture of a proportionate number of the Restricted Shares)
                  as the
                  Committee shall deem appropriate.

              


         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        	7.3  	
                Change
                  in Control.
                  Unless otherwise provided by the Committee in the applicable Award
                  Agreement, in the event of a Change in Control, all restrictions
                  applicable to the Restricted Share Award shall terminate fully
                  and the
                  Participant shall immediately have the right to the delivery of
                  share
                  certificates for such shares in accordance with
                  Section 7.1(d).

              


         

        ARTICLE
          8.

         

        PERFORMANCE
          AWARDS

         

        	8.1  	
                Performance
                  Awards.

              


         

        	(a)  	
                Award
                  Periods and Calculations of Potential Incentive
                  Amounts.
                  The Committee may grant Performance Awards to Participants. A Performance
                  Award shall consist of the right to receive a payment (measured
                  by the
                  Fair Market Value of a specified number of shares of Common Stock,
                  increases in such Fair Market Value during the Award Period and/or
                  a fixed
                  cash amount) contingent upon the extent to which certain predetermined
                  performance targets have been met during an Award Period. Performance
                  Awards may be made in conjunction with, or in addition to, Restricted
                  Share Awards made under Article VII. The Award Period shall be two or
                  more fiscal or calendar years as determined by the Committee. The
                  Committee, in its discretion and under such terms as it deems appropriate,
                  may permit newly eligible employees, such as those who are promoted
                  or
                  newly hired, to receive Performance Awards after an Award Period
                  has
                  commenced.

              


         

        	(b)  	
                Performance
                  Targets.
                  The performance targets may include such goals related to the performance
                  of the Company and/or the performance of a Participant as may be
                  established by the Committee in its discretion. In the case of
                  Performance
                  Awards intended to qualify for deductibility under Section 162(m)
                  of the
                  Code, the targets will include specified levels of one or more
                  of
                  operating income, return on investment, return on stockholders’ equity,
                  earnings before interest, taxes, depreciation and amortization
                  and/or
                  earnings per share. The performance targets established by the
                  Committee
                  may vary for different Award Periods and need not be the same for
                  each
                  Participant receiving a Performance Award in an Award Period. Except
                  to
                  the extent inconsistent with the performance-based compensation
                  exception
                  under Section 162(m) of the Code, in the case of Performance Awards
                  granted to employees to whom such section is applicable, the Committee,
                  in
                  its discretion, but only under extraordinary circumstances as determined
                  by the Committee, may change any prior determination of performance
                  targets for any Award Period at any time prior to the final determination
                  of the value of a related Performance Award when events or transactions
                  occur to cause such performance targets to be an inappropriate
                  measure of
                  achievement.

              


         

        	(c)  	
                Earning
                  Performance Awards.
                  The Committee, on or as soon as practicable after the Date of Grant,
                  shall
                  prescribe a formula to determine the percentage of the applicable
                  Performance Award to be earned based upon the degree of attainment
                  of
                  performance targets. 

              


         

        	(d)  	
                Payment
                  of Earned Performance Awards.
                  Payments of earned Performance Awards shall be made in cash or
                  shares of
                  Common Stock or a combination of cash and shares of Common Stock,
                  in the
                  discretion of the Committee. The Committee, in its sole discretion,
                  may
                  provide such terms and conditions with respect to the payment of
                  earned
                  Performance Awards as it may deem
                  desirable.

              


         

        	8.2  	
                Terms
                  of Performance Awards.

              


         

        	(a)  	
                Termination
                  of Employment.
                  Unless otherwise provided below or in Section 8.3, in the case of a
                  Participant’s Termination of Employment prior to the end of an Award
                  Period, the Participant will not have earned any Performance Awards
                  for
                  that Award Period.

              


         

        	(b)  	
                Retirement.
                  If
                  a Participant’s Termination of Employment is because of Retirement prior
                  to the end of an Award Period, the Participant will not be paid
                  any
                  Performance Award, unless the Committee, in its sole and exclusive
                  discretion, determines that an Award should be paid. In such a
                  case, the
                  Participant shall be entitled to receive a pro-rata portion of
                  his or her
                  Award as determined under subsection (d) of this Section
                  8.2.

              


         

        	(c)  	
                Death
                  or Disability.
                  If
                  a Participant’s Termination of Employment is due to death or to disability
                  (as determined in the sole and exclusive discretion of the Committee)
                  prior to the end of an Award Period, the Participant or the Participant’s
                  personal representative shall be entitled to receive a pro-rata
                  share of
                  his or her Award as determined under subsection (d) of this Section
                  8.2.

              


         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        	(d)  	
                Pro-Rata
                  Payment.
                  The amount of any payment to be made to a Participant whose employment
                  is
                  terminated by Retirement, death or disability (under the circumstances
                  described in subsections (b) and (c)) will be the amount determined
                  by
                  multiplying (i) the amount of the Performance Award that would have
                  been earned through the end of the Award Period had such employment
                  not
                  been terminated by (ii) a fraction, the numerator of which is the
                  number of whole months such Participant was employed during the
                  Award
                  Period, and the denominator of which is the total number of months
                  of the
                  Award Period. Any such payment made to a Participant whose employment
                  is
                  terminated prior to the end of an Award Period shall be made at
                  the end of
                  such Award Period, unless otherwise determined by the Committee
                  in its
                  sole discretion. Any partial payment previously made or credited
                  to a
                  deferred account for the benefit of a Participant in accordance
                  with
                  Section 8.1(d) of the Plan shall be subtracted from the amount
                  otherwise determined as payable as provided in this Section
                  8.2(d).

              


         

        	(e)  	
                Other
                  Events.
                  Notwithstanding anything to the contrary in this Article VIII, the
                  Committee may, in its sole and exclusive discretion, determine
                  to pay all
                  or any portion of a Performance Award to a Participant who has
                  terminated
                  employment prior to the end of an Award Period under certain circumstances
                  (including the death, disability or Retirement of the Participant
                  or a
                  material change in circumstances arising after the Date of Grant),
                  subject
                  to such terms and conditions as the Committee shall deem
                  appropriate.

              


         

        	8.3  	
                Change
                  in Control.
                  Unless otherwise provided by the Committee in the applicable Award
                  Agreement, in the event of a Change in Control, all Performance
                  Awards for
                  all Award Periods shall immediately become fully payable to all
                  Participants and shall be paid to Participants within thirty (30)
                  days
                  after such Change in Control.

              


         

        ARTICLE
          9.

         

        TERMS
          APPLICABLE TO ALL AWARDS GRANTED UNDER THE PLAN

         

        	9.1  	
                Plan
                  Provisions Control Award Terms.
                  The terms of the Plan shall govern all Awards granted under the
                  Plan, and
                  in no event shall the Committee have the power to grant any Award
                  under
                  the Plan the terms of which are contrary to any of the provisions
                  of the
                  Plan. In the event any provision of any Award granted under the
                  Plan shall
                  conflict with any term in the Plan as constituted on the Date of
                  Grant of
                  such Award, the term in the Plan as constituted on the Date of
                  Grant of
                  such Award shall control. Except as provided in Section 9.3 and
                  Section 9.7, the terms of any Award granted under the Plan may
                  not be
                  changed after the Date of Grant of such Award so as to materially
                  decrease
                  the value of the Award without the express written approval of
                  the
                  holder.

              


         

        	9.2  	
                Award
                  Agreement.
                  No
                  person shall have any rights under any Award granted under the
                  Plan unless
                  and until the Company and the Participant to whom such Award shall
                  have
                  been granted shall have executed and delivered an Award Agreement
                  or the
                  Participant shall have received and acknowledged notice of the
                  Award
                  authorized by the Committee expressly granting the Award to such
                  person
                  and containing provisions setting forth the terms of the
                  Award.

              


         

        	9.3  	
                Modification
                  of Award After Grant.
                  No
                  Award granted under the Plan to a Participant may be modified (unless
                  such
                  modification does not materially decrease the value of that Award)
                  after
                  its Date of Grant except by express written agreement between the
                  Company
                  and such Participant, provided that any such change (a) may not be
                  inconsistent with the terms of the Plan, and (b) shall be approved by
                  the Committee. 

              


         

        	9.4  	
                Limitation
                  on Transfer.
                  Except as provided in Section 7.1(c) in the case of Restricted
                  Shares, a Participant’s rights and interest under the Plan may not be
                  assigned or transferred other than by will or the laws of descent
                  and
                  distribution and, during the lifetime of a Participant, only the
                  Participant personally (or the Participant’s personal representative) may
                  exercise rights under the Plan. The Participant’s Beneficiary may exercise
                  the Participant’s rights to the extent they are exercisable under the Plan
                  following the death of the Participant. Notwithstanding the foregoing,
                  the
                  Committee may grant Non-Qualified Stock Options that are transferable,
                  without payment of consideration, to immediate family members of
                  the
                  Participant or to trusts or partnerships for such family members,
                  and the
                  Committee may also amend outstanding Non-Qualified Stock Options
                  to
                  provide for such transferability.

              


         

        	9.5  	
                Taxes.
                  The Company shall be entitled, if the Committee deems it necessary
                  or
                  desirable, to withhold (or secure payment from the Participant
                  in lieu of
                  withholding) the amount of any withholding or other tax required
                  by law to
                  be withheld or paid by the Company with respect to any amount payable
                  and/or shares issuable under such Participant’s Award or with respect to
                  any income recognized upon a disqualifying disposition of shares
                  received
                  pursuant to the exercise of an Incentive Stock Option, and the
                  Company may
                  defer payment of cash or issuance of shares upon exercise or vesting
                  of an
                  Award unless indemnified to its satisfaction against any liability
                  for any
                  such tax. The amount of such withholding or tax payment shall be
                  determined by the Committee and shall be payable by the Participant
                  at
                  such time as the Committee determines in accordance with the following
                  rules: 

              


         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        	(a)  	
                The
                  Participant shall have the right to elect to meet his or her withholding
                  requirement (i) by having withheld from such Award at the appropriate
                  time that number of shares of Common Stock, rounded up to the next
                  whole
                  share, the Fair Market Value of which is equal to the amount of
                  withholding taxes due, (ii) by direct payment to the Company in cash
                  of the amount of any taxes required to be withheld with respect
                  to such
                  Award or (iii) by a combination of withholding such shares and paying
                  cash.

              


         

        	(b)  	
                The
                  Committee shall have the discretion as to any Award to cause the
                  Company
                  to pay to tax authorities for the benefit of the applicable Participant,
                  or to reimburse such Participant for, the individual taxes which
                  are due
                  on the grant, exercise or vesting of any Award or the lapse of
                  any
                  restriction on any Award (whether by reason of such Participant’s filing
                  of an election under Section 83(b) of the Code or otherwise),
                  including, but not limited to, Federal income tax, state income
                  tax, local
                  income tax and excise tax under Section 4999 of the Code, as well as
                  for any such taxes as may be imposed upon such tax payment or
                  reimbursement.

              


         

        	(c)  	
                In
                  the case of Participants who are subject to Section 16 of the Exchange
                  Act, the Committee may impose such limitations and restrictions
                  as it
                  deems necessary or appropriate with respect to the delivery or
                  withholding
                  of shares of Common Stock to meet tax withholding
                  obligations.

              


         

        	9.6  	
                Surrender
                  of Awards.
                  Any Award granted under the Plan may be surrendered to the Company
                  for
                  cancellation on such terms as the Committee and the Participant
                  approve.

              


         

        	9.7  	
                Adjustments
                  to Reflect Capital Changes.

              


         

        	(a)  	
                Recapitalization.
                  The number and kind of shares subject to outstanding Awards, the
                  Purchase
                  Price or Exercise Price for such shares, the number and kind of
                  shares
                  available for Awards subsequently granted under the Plan and the
                  maximum
                  number of shares in respect of which Awards can be made to any
                  Participant
                  in any calendar year shall be appropriately adjusted to reflect
                  any stock
                  dividend, stock split, combination or exchange of shares, merger,
                  consolidation or other change in capitalization with a similar
                  substantive
                  effect upon the Plan or the Awards granted under the Plan. The
                  Committee
                  shall have the power and sole discretion to determine the amount
                  of the
                  adjustment to be made in each case.

              


         

        	(b)  	
                Merger.
                  After any Merger in which the Company is the surviving corporation,
                  each
                  Participant shall, at no additional cost, be entitled upon any
                  exercise of
                  an Option or receipt of any other Award to receive (subject to
                  any
                  required action by stockholders), in lieu of the number of shares
                  of
                  Common Stock receivable or exercisable pursuant to such Award prior
                  to
                  such Merger, the number and class of shares or other securities
                  to which
                  such Participant would have been entitled pursuant to the terms
                  of the
                  Merger if, at the time of the Merger, such Participant had been
                  the holder
                  of record of a number of shares of Common Stock equal to the number
                  of
                  shares of Common Stock receivable or exercisable pursuant to such
                  Award.
                  Comparable rights shall accrue to each Participant in the event
                  of
                  successive Mergers of the character described above. In the event
                  of a
                  Merger in which the Company is not the surviving corporation, the
                  surviving, continuing, successor or purchasing corporation, as
                  the case
                  may be (the “Acquiring
                  Corporation”),
                  will either assume the Company’s rights and obligations under outstanding
                  Award Agreements or substitute awards in respect of the Acquiring
                  Corporation’s stock for outstanding Awards,
                  provided, however, that
                  if the Acquiring Corporation does not assume or substitute for
                  such
                  outstanding Awards, the Board shall provide prior to the Merger
                  that any
                  unexercisable and/or unvested portion of the outstanding Awards
                  shall be
                  immediately exercisable and vested as of a date prior to such merger
                  or
                  consolidation, as the Board so determines. The exercise and/or
                  vesting of
                  any Award that was permissible solely by reason of this Section
                  9.7(b)
                  shall be conditioned upon the consummation of the Merger. Any Options
                  which are neither assumed by the Acquiring Corporation not exercised
                  as of
                  the date of the Merger shall terminate effective as of the effective
                  date
                  of the Merger.

              


         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        	(c)  	
                Options
                  to Purchase Shares or Stock of Acquired
                  Companies.
                  After any merger in which the Company or a Subsidiary shall be
                  a surviving
                  corporation, the Committee may grant substituted options under
                  the
                  provisions of the Plan, pursuant to Section 424 of the Code,
                  replacing old options granted under a plan of another party to
                  the merger
                  whose shares of stock subject to the old options may no longer
                  be issued
                  following the merger. The manner of application of the foregoing
                  provisions to such options and any appropriate adjustments shall
                  be
                  determined by the Committee in its sole discretion. Any such adjustments
                  may provide for the elimination of any fractional shares which
                  might
                  otherwise become subject to any Options.

              


         

        	9.8  	
                No
                  Right to Employment.
                  No
                  employee or other person shall have any claim of right to be granted
                  an
                  Award under the Plan. Neither the Plan nor any action taken hereunder
                  shall be construed as giving any employee any right to be retained
                  in the
                  employ of the Company or any of its
                  Subsidiaries.

              


         

        	9.9  	
                Awards
                  Not Includable for Benefit Purposes.
                  Payments received by a Participant pursuant to the provisions of
                  the Plan
                  shall not be included in the determination of benefits under any
                  pension,
                  group insurance or other benefit plan applicable to the Participant
                  which
                  is maintained by the Company or any of its Subsidiaries, except
                  as may be
                  provided under the terms of such plans or determined by the
                  Board.

              


         

        	9.10  	
                Governing
                  Law.
                  All determinations made and actions taken pursuant to the Plan
                  shall be
                  governed by the laws of the State of Nevada, other than the conflict
                  of
                  law provisions thereof, and construed in accordance
                  therewith.

              


         

        	9.11  	
                No
                  Strict Construction.
                  No
                  rule of strict construction shall be implied against the Company,
                  the
                  Committee or any other person in the interpretation of any of the
                  terms of
                  the Plan, any Award granted under the Plan or any rule or procedure
                  established by the Committee.

              


         

        	9.12  	
                Captions.
                  The captions (i.e., all Section headings) used in the Plan are
                  for
                  convenience only, do not constitute a part of the Plan, and shall
                  not be
                  deemed to limit, characterize or affect in any way any provisions
                  of the
                  Plan, and all provisions of the Plan shall be construed as if no
                  captions
                  had been used in the Plan.

              


         

        	9.13  	
                Severability.
                  Whenever possible, each provision in the Plan and every Award at
                  any time
                  granted under the Plan shall be interpreted in such manner as to
                  be
                  effective and valid under applicable law, but if any provision
                  of the Plan
                  or any Award at any time granted under the Plan shall be held to
                  be
                  prohibited by or invalid under applicable law, then (a) such
                  provision shall be deemed amended to accomplish the objectives
                  of the
                  provision as originally written to the fullest extent permitted
                  by law and
                  (b) all other provisions of the Plan, such Award and every other
                  Award at any time granted under the Plan shall remain in full force
                  and
                  effect.

              


         

        	9.14  	
                Amendment
                  and Termination.

              


         

        	(a)  	
                Amendment.
                  The Board shall have complete power and authority to amend the
                  Plan at any
                  time without the authorization or approval of the Company’s stockholders,
                  unless the amendment (i) materially increases the benefits accruing
                  to
                  Participants under the Plan, (ii) materially increases the aggregate
                  number of securities that may be issued under the Plan or (iii)
                  materially
                  modifies the requirements as to eligibility for participation in
                  the Plan,
                  but in each case only to the extent then required by the Code or
                  applicable law, or deemed necessary or advisable by the Board.
                  No
                  termination or amendment of the Plan may, without the consent of
                  the
                  Participant to whom any Award shall theretofore have been granted
                  under
                  the Plan, materially adversely affect the right of such individual
                  under
                  such Award. 

              


         

        	(b)  	
                Termination.
                  The Board shall have the right and the power to terminate the Plan
                  at any
                  time. No Award shall be granted under the Plan after the termination
                  of
                  the Plan, but the termination of the Plan shall not have any other
                  effect
                  and any Award outstanding at the time of the termination of the
                  Plan may
                  be exercised after termination of the Plan at any time prior to
                  the
                  expiration date of such Award to the same extent such Award would
                  have
                  been exercisable had the Plan not been
                  terminated.