Exhibit 4.6



EXHIBIT 4.6






	
NIC INC. 2004 AMENDED AND RESTATED STOCK OPTION PLAN


	
       


	
Adopted by the Board: March 4, 2004


	
       


	
Adopted by the Stockholders: May 4, 2004













ARTICLE I.  PURPOSE.


A.        The purpose of the Plan is to provide a means by which selected Employees, Directors and Consultants of the Company, and its Affiliates, if any, may be
given an opportunity to benefit from increases in value of the Common Stock of the Company through the grant of Options.


B.        The Company, by means of the Plan, seeks to retain the services of persons who are now Employees or Directors of or Consultants to the Company or its
Affiliates, to secure and retain the services of new Employees, Directors and Consultants, and to provide incentives for such persons to exert maximum efforts for the success of the Company and its Affiliates.


C.        All Options granted under the Plan shall be separately designated as Incentive Stock Options or Non-statutory Stock Options at the time of grant, and in
such form as issued pursuant to Article VI, and a separate certificate or certificates will be issued for shares purchased on exercise of each type of Option.


D.        The Plan is a 2004 amendment and restatement of the National Information Consortium, Inc. 1998 Stock Option Plan, as adopted effective May 5, 1998 and
amended November 3, 1998 and May 4, 1999, and revised as of August 31, 1999.  Any option granted under the National Information Consortium, Inc. 1998 Stock Option Plan prior to the Plan’s effective date, as provided in Article XIV, shall be subject to the
terms of the National Information Consortium, Inc. 1998 Stock Option Plan as they existed immediately prior to that effective date.


ARTICLE II.  DEFINITIONS.


            "Act"means the Securities Act of 1933, as amended.


            "Affiliate"means any parent corporation or subsidiary corporation of the Company, whether now or hereafter existing, as those
terms are defined in Sections 424(e) and (f) respectively, of the Code.


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


            "Code"means the Internal Revenue Code of 1986, as amended.


            "Committee"means the Committee of Outside Directors appointed by the Board in accordance with subsection C of Article III to
administer the Plan.


            "Common Stock"means shares of the Company's common stock, no par value.








            "Company"means NIC Inc., a Colorado corporation.


            "Consultant"means any person, including an advisor, engaged by the Company or an Affiliate to render consulting services as an
independent contractor and who is compensated for such services, provided that the term "Consultant" shall not include Directors who are paid only a director's fee by the Company or who are not compensated by the Company for their services as Directors.


            "Continuous Status as an Employee, Director or Consultant"means that the provision of services to the Company or an Affiliate in
any capacity of Employee, Director or Consultant, is not interrupted or terminated.  Continuous Status as an Employee, Director or Consultant shall not be considered interrupted in the case of (i) any approved leave of absence, (ii) transfers between locations
of the Company or among the Company, any Affiliate, or any successor, in any capacity of Employee, Director or Consultant, or (iii) any change in status as long as the person remains in the service of the Company, Affiliate or successor in any capacity of Employee,
Director or Consultant (except as otherwise provided in the Option Agreement).  An approved leave of absence shall include sick leave, military leave, or any other authorized personal leave approved by the Company; provided, however, that any such authorized
leave of absence shall be treated as Continuous Status as an Employee, Director or Consultant for the purposes of vesting only to the extent as may be provided in the Company's leave policy.  For purposes of Incentive Stock Options, no such leave may exceed
ninety (90) days, unless reemployment upon expiration of such leave is guaranteed by statute or contract.  The Board, in its sole discretion, shall in all cases determine whether Continuous Status as an Employee, Director or Consultant shall be considered
interrupted or terminated.


            "Covered Employee"means any person who, on the last day of the taxable year, is the chief executive officer (or is acting in such
capacity) or is among the four most highly compensated officers (other than the chief executive officer) of the Company for whom total compensation is required to be reported to stockholders under the Exchange Act, as determined for purposes of Section 162(m) of the
Code.


            "Director"means a member of the Board or of the board of directors of an Affiliate.


            "Employee"means any person, including Officers and Directors, employed by the Company or any Affiliate of the Company as
determined under the rules contained in Code Section 3401.  Neither service as a Director nor payment of a director's fee by the Company shall be sufficient by itself to constitute "employment" by the Company.


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


            "Fair Market Value"means, as of any date, the value of the Common Stock of the Company determined as follows:


            (i)         If the Common Stock is listed on any established stock exchange or national quotation system, including
without limitation the Nasdaq Stock Market, the Fair Market Value of a share of Common Stock shall be the closing sales price for such stock (or the average of the closing ask and the closing bid prices, if no such sales were reported) as quoted on such quotation
system or exchange (or the exchange or quotation system with the greatest volume of


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trading in Common Stock) on the last market trading day prior to the day of determination, as reported in the Wall Street Journal or such other source as the Board deems reliable; and


            (ii)        In the absence of an established market for the Common Stock, the Fair Market Value shall be determined in good
faith by the Board.


            "Incentive Stock Option"means an Option intended to qualify as an incentive stock option (as set forth in the Option Agreement)
and that qualifies as an Incentive Stock Option within the meaning of Section 422 of the Code and the regulations promulgated thereunder.


            "Non-Statutory Stock Option"means an Option not intended to qualify as an Incentive Stock Option (as set forth in the Option
Agreement) or that does not qualify as an Incentive Stock Option.


            "Officer"means a person who is an officer of the Company within the meaning of Section 16 of the Exchange Act and the rules and
regulations promulgated thereunder.


            "Option"means a stock option granted pursuant to the Plan.


            "Option Agreement"means a written agreement between the Company and an Optionee evidencing the terms and conditions of an
individual Option grant.  Each Option Agreement shall be subject to the terms and conditions of the Plan.


              "Optionee"means an Employee, Director or Consultant, or their transferees, who holds an outstanding Option.


            "Outside Director"means a Director who (i) is not a current employee of the Company or an "affiliated corporation") (within the
meaning of Treasury regulations promulgated under Section 162(m) of the Code), (ii) is not a former employee of the Company or an "affiliated corporation" receiving compensation for prior services (other than benefits under a tax qualified pension plan) during the
taxable year, (iii) has not been an officer of the Company or an "affiliated corporation" at any time, (iv) is not currently receiving direct or indirect remuneration (including any payment in exchange for goods or services) from the Company or an "affiliated
corporation" in any capacity other than as a Director, (v) is otherwise considered an "outside director" for purposes of Section 162(m) of the Code and a "non-employee director" for the purposes of Rule 16b-3 under the Exchange Act.


            "Plan"means this NIC Inc. 2004 Amended and Restated Stock Option Plan.


            "Rule 16b-3"means Rule 16b-3 of the Exchange Act or any successor to Rule 16b-3, as in effect when discretion is being exercised
with respect to the Plan.


ARTICLE III.  ADMINISTRATION.


A.        The Plan shall be administered by the Board unless and until the Board delegates administration to the Committee, as provided in subsection C of this
Article III.


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B.        The Board shall have the power, subject to, and within the limitations of, the express provisions of the Plan:


To determine, in its sole discretion, from time to time which of the persons eligible under the Plan shall be granted Options; when and how each Option shall be granted; whether it will be an Incentive Stock Option or a
Non-Statutory Stock Option, or a combination of the foregoing; the provisions of each Option granted (which need not be identical), including the time or times when a person shall be permitted to receive stock pursuant to an Option; the number of shares with respect
to which an Option shall be granted to each such person; and all other terms, conditions and restrictions applicable to each such Option or shares acquired upon exercise thereof not inconsistent with the terms of the Plan.


To approve one or more forms of Option Agreement.


To construe and interpret, in its sole discretion, the Plan and Options granted under it, and to establish, amend and revoke rules and regulations for its administration.  The Board, in the exercise of this power, may
correct any defect, omission or inconsistency in the Plan or in any Option Agreement, in a manner and to the extent it shall deem necessary or expedient to make the Plan fully effective.


To amend, modify or otherwise change in any manner the Plan or an Option as provided in Article XII and to suspend or terminate the Plan as provided in Article XIII.


Generally, to exercise such powers and to perform such acts as the Board deems necessary or expedient to promote the best interests of the Company that are not in conflict with the provisions of the Plan.


All decisions, determinations and interpretations of the Board shall be final, binding and conclusive on any Optionee and any other person with an interest in the Plan or in an Option and on any Affiliate.


C.        The Board may delegate administration of the Plan to a committee composed of not fewer than two (2) of its members (the "Committee"), all of the members of which
Committee shall be Outside Directors.  Furthermore, notwithstanding anything in this Article III to the contrary, the Board shall delegate administration of the Plan to the Committee for any grant of an Option to an eligible person who is a Covered Employee or
who is expected to be Covered Employee at the time of recognition of income resulting from such Option with respect to either of whom the Company wishes to avoid the application of Section 162(m) of the Code.


Notwithstanding anything in this Article III to the contrary, at any time the Board or the Committee may delegate to a committee of one or more members of the Board the authority to grant Options to eligible persons who (i)
are not then subject to Section 16 of the Exchange Act and (ii) are either (A) not then Covered Employees and are not expected to be Covered Employees at the time of recognition of income resulting from such Option, or (B) not persons with respect to whom the Company
wishes to avoid the application of Section 162(m) of the Code.


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In any event that the administration of the Plan is delegated to the Committee under this Article III, the Committee shall have, in connection with the administration of the Plan, the powers theretofore possessed by the Board
(and references in this Plan to the Board shall thereafter be to the committee), subject, however, to such resolutions, not inconsistent with the provisions of the Plan, as may be adopted from time to time by the Board.  The Board may abolish the Committee at
any time and revest in the Board the administration of the Plan.


D.        Notwithstanding anything in this Article III to the contrary, at any time the Board may also delegate to any proper Officer the authority to grant Options, without
further approval of the Board, to eligible persons who (i) are not then subject to Section 16 of the Exchange Act and (ii) are either (A) not then Covered Employees and are not expected to be Covered Employees at the time of recognition of income resulting from such
Option, or (B) not persons with respect to whom the Company wishes to avoid the application of Section 162(m) of the Code; provided, however, that (i) the exercise price per share of each such Option shall be equal to the Fair Market Value of such stock at the date
of grant, and (ii) each such Option shall be subject to the terms and conditions of the standard form of Option Agreement approved by the Board and shall conform to the provisions of the Plan and such other guidelines as shall be established from time to time by the
Board.


E.         No member of the Board or of any committee constituted under this Article III or any Officer acting pursuant to this Article shall be personally liable for any
action, determination or interpretation made in good faith with respect to the Plan or any Option.


ARTICLE IV.  SHARES SUBJECT TO THE PLAN.


A.        Subject to the provisions of Article XI relating to adjustments upon changes in stock, the amount of stock that may be issued pursuant to Options shall not exceed in
the aggregate nine million two hundred eighty-six thousand seven hundred fifty-four (9,286,754) shares of the Common Stock.  If any Option shall for any reason expire or otherwise terminate, in whole or in part, without having been exercised in full, the shares
not acquired underlying such Option shall revert to and again become available for issuance under the Plan. 


B.        The stock subject to the Plan may be unissued shares or reacquired shares, bought on the market or otherwise.


ARTICLE V.  ELIGIBILITY.


A.        Incentive Stock Options may be granted only to Employees.  Non-Statutory Stock Options may be granted only to Employees, Directors or Consultants.


B.        No person shall be eligible for the grant of an Incentive Stock Option if, at the time of grant, such person owns (or is deemed to own pursuant to Section 424(d) of
the Code) stock representing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company, or of any of its Affiliates (a "Ten Percent Stockholder"), unless the exercise price of such Option is at least one hundred ten percent
(110%) of the Fair Market Value of such stock at the date of grant and the Option is not exercisable after the expiration of five (5) years from the date of grant.


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C.        To the extent that the aggregate Fair Market Value (determined at the time of grant) of stock with respect to which Incentive Stock Options are exercisable for the
first time by any Optionee during any calendar year under all plans of the Company and its Affiliates exceeds one hundred thousand dollars ($100,000), the Options or portions thereof which exceed such limit (according to the order in which they were granted) shall be
treated as Non-Statutory Stock Options.


D.        Subject to the provisions of Article XI relating to adjustments upon changes in stock, no person shall be eligible to be granted Options covering more than two hundred
thousand (200,000)  shares of the Common Stock in any calendar year.


ARTICLE VI.  TERMS OF OPTIONS.


Each Option shall be evidenced by an Option Agreement in such form and shall contain such terms and conditions as the Board shall deem appropriate.   No Option or purported Option shall be a valid and binding
obligation of the Company unless evidenced by a fully executed Option Agreement or by communicating with the Company in such manner as the Company may authorize.  The provisions of separate Options need not be identical, but each Option shall include (through
incorporation of provisions hereof or as specifically set forth in the Option Agreement or otherwise) the substance of each of the following provisions:


A.        Term.  No Incentive Stock Option shall be exercisable after the expiration of ten (10) years from the date it was granted.  However, in the case of an
Incentive Stock Option granted to an Optionee who, at the time the Option is granted, is a Ten Percent Stockholder (as described in subsection B of Article V), the term of the Option shall be five (5) years from the date of grant thereof or such shorter term as may
be provided in the Option Agreement.


B.        Price.  The exercise price of each Option shall be not less than one hundred percent (100%) of the Fair Market Value of the stock subject to the Option on
the date the Option is granted. Notwithstanding the foregoing, an Option (whether an Incentive Stock Option or a Non-Statutory Stock Option) may be granted with an exercise price lower than that set forth in the preceding sentence if such Option is granted pursuant
to an assumption or substitution for another option in a manner satisfying the provisions of Section 424(a) of the Code.


C.        Consideration.  The purchase price of stock acquired pursuant to an Option (the "Purchase Price") shall be paid, to the extent permitted by applicable
statutes and regulations, either (i) in cash or check at the time the Option is exercised, or (ii) as set forth in the Option Agreement (or in the case of a Non-Statutory Stock Option, as subsequently determined in the discretion of the Board or the Committee) (A) in
shares of Common Stock duly endorsed over to the Company (which shares shall have been owned by the Option holder for at least six (6) months prior to such exercise and, for purposes of this paragraph, be valued at their Fair Market Value as of the business day
immediately preceding the date of such exercise), (B) by written direction to an authorized broker to sell the shares of Common Stock purchased pursuant to such exercise immediately for the account of the Option holder and pay an appropriate portion of the proceeds
thereof to the Company, (C) according to a deferred payment or other arrangement (which may include, without limiting the generality of the foregoing, the use of other Common Stock of the Company) with the Optionee in any other form of legal consideration that may
be


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acceptable to the Board, or (D) any combination of such methods of payment which together amount to the full exercise price of the shares purchased pursuant to the exercise of the Option.  For purposes of this subsection
C, the Purchase Price shall include the amount of the full exercise price of the Common Stock shares purchased pursuant to the exercise of the Option plus the minimum amount, if any, of any applicable taxes which the Company is required to withhold.


In the case of any deferred payment arrangement, interest shall be payable at least annually and shall be charged at the minimum rate of interest necessary to avoid the treatment as interest, under any applicable provisions of
the Code, of any amounts other than amounts stated to be interest under the deferred payment arrangement.  No deferred payment arrangement shall be permitted if the exercise of an Option for such a deferred payment would be a violation of any law.


D.        Transferability.  An Incentive Stock Option shall not be transferable except by will or by the laws of descent and distribution, and shall be exercisable
during the lifetime of the Optionee only by such Optionee or by his attorney-in-fact or conservator, unless such exercise by the attorney-in-fact or the conservator of the Optionee would disqualify the Incentive Stock Option as such.  Unless the Board otherwise
specifies, a Non-Statutory Stock Option shall not be transferable except by will or by the laws of descent and distribution and shall be exercisable during the lifetime of the Optionee only by such person or by his attorney-in-fact or conservator. 
Notwithstanding the foregoing, the Optionee may, by delivering written notice to the Company, in a form satisfactory to the Company, designate a third party who, in the event of the death of the Optionee, shall thereafter be entitled to exercise the Option.


E.         Vesting.  The total number of shares of stock subject to an Option may, but need not, be allotted in periodic installments (which may, but need not,
be equal).  The Option Agreement may provide that from time to time during each of such installment periods, the Option may become exercisable ("vest") with respect to some or all of the shares allotted to that period, and may be exercised with respect to some
or all of the shares allotted to such period and/or any prior period as to which the Option became vested but was not fully exercised.  The Option may be subject to such other terms and conditions on the time or times when it may be exercised (which may be based
on performance or other criteria) as the Board may deem appropriate.  Unless otherwise specified in an Option Agreement, the shares of stock underlying an Option grant shall vest in four equal amounts: the first installment will be first exercisable on the six
(6)-month anniversary of the option grant date and each succeeding installment will be first exercisable one (1) year from the date that the immediately preceding installment became exercisable.  Any vesting schedule can be accelerated in the discretion of the
Board, unless otherwise specified in the Option Agreement.


F.         Termination of Employment or Relationship as a Director or Consultant.  In the event an Optionee's Continuous Status as an Employee, Director or
Consultant terminates (other than upon the Optionee's death or disability), the Optionee may exercise his or her Option (to the extent that the Optionee was entitled to exercise it at the date of termination) but only within such period of time ending on the earlier
of (i) the date three (3) months after the termination of the Optionee's Continuous Status as an Employee, Director or Consultant (or, such longer or shorter period specified in the Option Agreement), or (ii) the expiration of the term of the Option as set forth in
the Option Agreement.  If, at the date of termination, the Optionee is not entitled to


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exercise his or her entire Option, the shares covered by the unexercisable portion of the Option shall revert to and again become available for issuance under the Plan.  If, after termination, the Optionee does not
exercise his or her Option within the time specified in the Option Agreement or in this Plan, the Option shall terminate, and the shares covered by such Option shall revert to and again become available for issuance under the Plan.  The above terms shall apply
only if the specific Option grant is silent on the above issues; however, a specific Option grant may provide for different terms in the event an Optionee's Continuous Status as an Employee, Director or Consultant terminates (other than upon the Optionee's death or
disability).


G.        Disability of Optionee.  In the event an Optionee's Continuous Status as an Employee, Director or Consultant terminates as a result of the Optionee's
disability, as defined in Section 22(e)(3) of the Code, the Optionee may exercise his or her Option (to the extent that the Optionee was entitled to exercise it at the date of termination), but only within such period of time ending on the earlier of (i) the date
twelve (12) months following such termination (or, such longer or shorter period specified in the Option Agreement), or (ii) the expiration of the term of the Option as set forth in the Option Agreement.  If, at the date of termination, the Optionee is not
entitled to exercise his or her entire Option, the shares covered by the unexercisable portion of the Option shall revert to and again become available for issuance under the Plan.  If, after termination, the Optionee does not exercise his or her Option within
the time specified herein, the Option shall terminate, and the shares covered by such Option shall revert to and again become available for issuance under the Plan.  The above terms shall apply only if the specific Option grant is silent on the above issues;
however, a specific Option grant may provide for different terms in the event an Optionee's Continuous Status as an Employee, Director or Consultant terminates as a result of the Optionee's disability.


H.        Death of Optionee.  In the event of the death of an Optionee during, or within a period specified in the Option after the termination of, the Optionee's
Continuous Status as an Employee, Director or Consultant, the Option may be exercised (to the extent the Optionee was entitled to exercise the Option at the date of death) by the Optionee's estate, by a person who acquired the right to exercise the Option by bequest
or inheritance or by a person designated to exercise the option upon the Optionee's death pursuant to subsection D of Article VI, but only within the period ending on the earlier of (i) the date twelve (12) months following the date of death (or, such longer or
shorter period specified in the Option Agreement), or (ii) the expiration of the term of such Option as set forth in the Option Agreement.  If, at the time of death, the Optionee was not entitled to exercise his or her entire Option, the shares covered by the
unexercisable portion of the Option shall revert to and again become available for issuance under the Plan.  If, after death, the Option is not exercised within the time specified herein, the Option shall terminate, and the shares covered by such Option shall
revert to and again become available for issuance under the Plan. The above terms shall apply only if the specific Option grant is silent on the above issues; however, a specific Option grant may provide for different terms in the event an Optionee's Continuous
Status as an Employee, Director or Consultant terminates as a result of the Optionee's death.


I.          Responsibility for Option Exercise.  An Optionee is responsible for taking any and all actions as may be required to exercise any Option in a timely
manner, and for properly executing any documents as may be required for the exercise of an Option in accordance with such rules and procedures as may be established from time to time under the Plan.  By signing or accepting


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an Option Agreement an Optionee (and any person to whom the Option under that Option Agreement is transferred) acknowledges that information regarding the procedures and requirements for the exercise of that Option is
available upon such Optionee's or person's request to the Board.  The Company shall have no duty or obligation to notify any Optionee of the expiration of any Option.


ARTICLE VII.  REPRICING, CANCELLATION AND RE-GRANT OF OPTIONS.


The Board or the Committee shall not effect at any time directly or indirectly the repricing of any outstanding Options, including without limitation a repricing by the cancellation of any outstanding Options under the Plan
and the grant in substitution therefor of new Options under the Plan covering the same or different amount of shares of stock. Notwithstanding the foregoing, the Board or the Committee may grant an Option with an exercise price lower than that set forth above if such
Option is granted pursuant to an assumption or substitution for another option in a manner satisfying the provisions of Section 424(a) of the Code or pursuant to a Non-Statutory Option.


ARTICLE VIII.  COVENANTS OF THE COMPANY.


During the terms of the Options, the Company shall keep available at all times the number of shares of Common Stock required to satisfy such Options.


ARTICLE  IX.  USE OF PROCEEDS FROM EXERCISE OF OPTIONS.


Proceeds from the exercise of Options shall constitute general funds of the Company.


ARTICLE X.  MISCELLANEOUS.


A.        Neither an Employee, Director or Consultant nor any person to whom an Option may be transferred shall be deemed to be the holder of, or to have any of the rights of a
holder with respect to, any shares subject to such Option unless and until such person has satisfied all requirements for exercise, which can include an early exercise, of the Option pursuant to its terms and the Company has issued such shares.


B.        Nothing in the Plan or any instrument executed or Option granted pursuant thereto shall confer upon any Employee, Director or Consultant or other holder of Options or
Common Stock issued upon exercise of Options any right to continue in the employ of the Company or any Affiliate (or to continue acting as a Director or Consultant) or shall affect the right of the Company or any Affiliate to terminate the employment of any Employee
with or without cause, the right of the Company's Board of Directors and/or the Company's stockholders to remove any Director pursuant to the terms of the Company's Articles of Incorporation and By-Laws and the provisions of Colorado Law, or the right to terminate
the relationship of any Consultant with the Company or its Affiliates.


C.        If the Company or its Affiliates shall be required to withhold any amounts by reason of federal, state or local tax laws, rules or regulations, in respect of the
issuance of Options or shares of stock pursuant to the Plan, the Company or such Affiliates shall be entitled to deduct and withhold such amounts from any cash payments to be made to the Optionee.  In any event,


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such person shall promptly make available to the Company or such Affiliate, when requested by the Company or such Affiliate, sufficient funds to meet the requirements of such withholding, and the Company or such Affiliate
shall be entitled to take and authorize such steps as it may deem advisable in order to have such funds made available to the Company or such Affiliate from any funds or property due or to become due to such person.


D.        To the extent provided by the terms of an Option Agreement, the person to whom an Option is granted may satisfy any federal, state or local tax withholding obligation
relating to the exercise or acquisition of stock under an Option by any of the following means or by a combination of such means:  (i) tendering a cash payment; (ii) authorizing the Company to withhold shares from the shares of the stock otherwise issuable to
the Optionee as a result of the exercise or acquisition of stock underlying the Option; or (iii) delivering to the Company unencumbered shares of the Company's stock owned by the person acquiring the stock.  The Fair Market Value of any shares of Common Stock
withheld or tendered to satisfy any such tax withholding obligations shall not exceed the amount determined by the applicable minimum statutory withholding rules.


E.         The Company shall not be required to issue fractional shares pursuant to this Plan and, accordingly, an Optionee may be awarded or required to purchase only
whole shares.


F.         The Plan and all determinations made and actions taken hereunder, to the extent not otherwise governed by the Code or laws of the United States, shall be
governed by the laws of the State of Colorado and construed accordingly, without reference to the conflict of laws principles.


ARTICLE XI.  ADJUSTMENTS UPON CHANGES IN STOCK.


If any change is made in the stock subject to the Plan, or subject to any Option, without the receipt of consideration by the Company (through merger, consolidation, reorganization, recapitalization, reincorporation, stock
dividend, dividend in property other than cash, stock split, liquidating dividend, combination of shares, exchange of shares, change in corporate structure or other transaction not involving the receipt of consideration by the Company), the Plan will be appropriately
adjusted in the class(es) and maximum number of shares subject to the Plan, and the outstanding Options will be appropriately adjusted in the class(es) and number of shares and price per share of stock subject to such outstanding Options.  Such adjustments shall
be made by the Board or the Committee, the determination of which shall be final, binding and conclusive.  (The conversion of any convertible securities of the Company shall not be treated as a transaction not involving the receipt of consideration by the
Company.)


ARTICLE XII.  AMENDMENT OF THE PLAN AND OPTIONS.


A.        The Board at any time, and from time to time, may amend the Plan.  However, except as provided in Article XI relating to adjustments upon changes in stock, no
amendment shall be effective unless approved by the stockholders of the Company within twelve (12) months before or after the adoption of the amendment, where the amendment will:


Increase the number of shares reserved for Options under the Plan;


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Modify the requirements as to eligibility for participation in the Plan (to the extent such modification requires stockholder approval in order for the Plan to satisfy the requirements of Section 422 of the Code);
or


Modify the Plan in any other way if such modification requires stockholder approval in order for the Plan to satisfy the requirements of Section 422 of the Code.


B.        The Board may in its sole discretion submit any other amendment to the Plan for stockholder approval, including, but not limited to, amendments to the Plan intended to
satisfy the requirements of Section 162(m) of the Code and the regulations promulgated thereunder regarding the exclusion of performance-based compensation from the limit on corporate deductibility of compensation paid to certain executive officers.


C.        It is expressly contemplated that the Board may amend the Plan in any respect the Board deems necessary or advisable to provide eligible Employees, Directors or
Consultants with the maximum benefits provided or to be provided under the provisions of the Code and the regulations promulgated thereunder relating to Incentive Stock Options and/or to bring the Plan and/or Incentive Stock Options granted under it into compliance
therewith.


D.        Rights and obligations under any Option granted before amendment of the Plan shall not be materially impaired by any amendment of the Plan except with the written
consent of the Optionee, unless such amendment is necessary to comply with any applicable law, regulation or rule as determined in the sole discretion of the Board.


E.         The Board at any time, and from time to time, may amend, modify, extend, cancel or renew any Option or waive any restrictions or conditions applicable to any
Option or any shares acquired upon the exercise thereof and accelerate, continue, extend or defer the exercise time for any Option or the vesting of any shares acquired upon the exercise thereof, including with respect to the period following an
Optionee’s  termination of Continuous Status as an Employee, Director or Consultant; provided, however, that the rights and obligations under any Option shall not be materially impaired by any such amendment except with the written consent of the Optionee,
unless such amendment is necessary to comply with any applicable law, regulation or rule as determined in the sole discretion of the Board.


The Board may accelerate the time at which an Option may first be exercised or the time during which an Option or any part thereof will vest notwithstanding the provisions in the Option Agreement stating the time at which it
may first be exercised or the time during which it will vest.


F.         The Board shall have authority to amend the Plan to take into account changes in law and tax and accounting rules, as well as other developments, and to grant
Options that qualify for beneficial treatment under such rules without stockholder approval.


ARTICLE XIII.  TERMINATION OR SUSPENSION OF THE PLAN.


A.        The Board may suspend or terminate the Plan at any time.  Unless sooner terminated, the Plan shall terminate on December 31, 2013, which shall be within ten (10)
years from the date the Plan is adopted by the Board or approved by the stockholders of the Company, whichever is


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earlier.  No Options may be granted under the Plan while the Plan is suspended or after it is terminated.


B.        Rights and obligations under any Option granted while the Plan is in effect shall not be impaired by suspension or termination of the Plan, except with the written
consent of the Optionee, unless such impairment is necessary to qualify the Option as an Incentive Stock Option or to comply with any applicable law, regulation or rule all as determined in the sole discretion of the Board.


ARTICLE XIV.  EFFECTIVE DATE OF PLAN.


The Plan shall become effective as determined by the Board, but no Options granted under the Plan shall be exercised unless and until the Plan has been approved by the stockholders of the Company, which approval shall be
obtained within twelve (12) months before or after the date when the Plan is adopted by the Board.


ARTICLE XV.  COMPLIANCE WITH SECURITIES LAWS.


The grant of Options and the issuance of shares of Common Stock upon the exercise of Options shall be subject to compliance with all applicable requirements of federal and state law with respect to such securities. 
Options may not be exercised if the issuance of shares of Common Stock upon exercise would constitute a violation of any applicable federal or state securities laws or other laws or regulations or the requirements of any stock exchange or market system upon which the
Common Stock may then be listed.  In addition, no Option may be exercised unless (A) a registration statement under the Act shall at the time of exercise of the Option be in effect with respect to the Common Stock shares to be issued upon the exercise of that
Option or (B) in the opinion of counsel to the Company, the Common Stock shares issuable upon exercise of the Option may be issued in accordance with the terms of an applicable exemption from the registration requirements of the Act.  The inability of the
Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company's counsel to be necessary to the lawful issuance and sale of any Common Stock shares under the Plan shall relieve the Company of any liability in respect of
the failure to issue or sell such shares as to which such requisite authority shall not have been obtained.  As a condition of the exercise of any Option, the Company may require the Optionee to satisfy any qualifications that may be necessary or appropriate, to
evidence compliance with any applicable law or regulation and to make any representation or warranty with respect thereto as may be requested by the Company.   The Company may, upon the advice of counsel to the Company, place legends on stock certificates
issued under the Plan as such counsel deems necessary or appropriate in order to comply with applicable securities laws, including, but not limited to, legends restricting the transfer of the stock.


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