EXHIBIT 10.3



MTC TECHNOLOGIES, INC.



2002 Equity and Performance Incentive Plan

(Amended and Restated February 25, 2004)



1.
Purpose. The purpose of the Plan is to attract and retain directors, consultants, officers and other key employees of MTC Technologies, Inc., a Delaware corporation and its Subsidiaries and to provide to such persons incentives and rewards
for superior performance.



2. Definitions. As used in
this Plan,



(a) Board means the
Board of Directors of the Company and, to the extent of any delegation by the Board to a committee (or subcommittee thereof) pursuant to Section 14 of this Plan, such committee (or subcommittee).



(b) Business Combination will have the meaning
provided in Section 10 of this Plan.



(c)
Change in Control will have the meaning provided in Section 10 of this Plan.



(d) Code means the Internal Revenue Code of 1986, as amended from time to time.



(e) Common Shares means the shares of common
stock, par value $.001 per share, of the Company or any security into which such Common Shares may be changed by reason of any transaction or event of the type referred to in Section 9 of this Plan.



(f) Company means MTC Technologies, Inc., a
Delaware corporation.



(g) Date of
Grant means the date specified by the Board on which a grant of Option Rights or a grant or sale of Restricted Shares or Restricted Share Units will become effective (which date will not be earlier than the date on which the Board takes action
with respect thereto).



(h)
Director means a member of the Board of Directors of the Company.



(i) Exchange Act means the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, as such law, rules and regulations may be amended from time to time.



(j) Incentive Stock Options means Option Rights
that are intended to qualify as incentive stock options under Section 422 of the Code or any successor provision.



(k) Incumbent Board will have the meaning provided in Section 10 of this Plan.



(l) Market Value per Share means, as of any
particular date, (i) the closing sale price per Common Share as reported on the principal exchange on which Common Shares are then trading, if any, or, if applicable the Nasdaq National Market System, on the Date of Grant, or if there are no sales
on such day, on the next preceding trading day during which a sale occurred, or (ii) if clause (i) does not apply, the fair market value of the Common Shares as determined by the Board.



(m) Non-Employee Director means a Director who is not an employee of the Company or any
Subsidiary.



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(n) Optionee means the optionee named in an agreement evidencing an
outstanding Option Right.



(o) Option
Price means the purchase price payable on exercise of an Option Right.



(p) Option Right means the right to purchase Common Shares upon exercise of an option granted pursuant to Section 4 or Section 7 of this Plan.



(q) Outstanding Company Voting Securities will have the meaning provided in Section 10 of this
Plan.



(r) Participant means a
person who is selected by the Board to receive benefits under this Plan and who is at the time a consultant, an officer, or other key employee of the Company or any one or more of its Subsidiaries, or who has agreed to commence serving in any of
such capacities within 90 days of the Date of Grant, and will also include each Non- Employee Director who receives an award of Option Rights, Restricted Shares or Restricted Share Units.



(s) Person will have the meaning provided in Section 10 of this Plan.



(t) Plan means this MTC Technologies, Inc. 2002
Equity and Performance Incentive Plan (Amended and Restated February 25, 2004).



(u) Restricted Shares means Common Shares granted or sold pursuant to Section 5 or Section 7 of this Plan as to which neither
the substantial risk of forfeiture nor the prohibition on transfers referred to in such Section 5 has expired.



(v) Restricted Share Units means an award made pursuant to Section 6 of this Plan of the right to receive Common Shares at a
specified time in the future.



(w) Soin
Group will have the meaning provided in Section 10 of this Plan.



(x) Subsidiary means a corporation, company or other entity (i) more than 50 percent of whose outstanding shares or securities (representing the right to vote for the election of directors or other
managing authority) are, or (ii) which does not have outstanding shares or securities (as may be the case in a partnership, joint venture or unincorporated association), but more than 50 percent of whose ownership interest representing the right
generally to make decisions for such other entity is, now or hereafter, owned or controlled, directly or indirectly, by the Company except that for purposes of determining whether any person may be a Participant for purposes of any grant of
Incentive Stock Options, Subsidiary means any corporation in which at the time the Company owns or controls, directly or indirectly, more than 50 percent of the total combined voting power represented by all classes of stock issued by
such corporation.



3. Shares Available Under the Plan.



(a) Subject to adjustment as provided in
Section 3(b) and Section 9 of this Plan, the number of Common Shares that may be issued or transferred (i) upon the exercise of Option Rights, (ii) as Restricted Shares and released from substantial risks of forfeiture thereof, (iii) as Restricted
Stock Units, (iv) as awards to Non-Employee Directors or (v) in payment of dividend equivalents paid with respect to awards made under the Plan will not exceed in the aggregate 474,599 Common Shares, plus any shares described in Section 3(b). Such
shares may be shares of original issuance or treasury shares or a combination of the foregoing.



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(b) The number of shares available in Section 3(a) above will be adjusted to account for
shares relating to awards that expire, are forfeited or are transferred, surrendered or relinquished upon the payment of any Option Price by the transfer to the Company of Common Shares or upon satisfaction of any withholding amount. Upon payment in
cash of the benefit provided by any award granted under this Plan, any shares that were covered by that award will again be available for issue or transfer hereunder.



(c) Notwithstanding anything in this Section 3, or elsewhere in this Plan, to the contrary and subject to
adjustment as provided in Section 9 of this Plan, (i) the aggregate number of Common Shares actually issued or transferred by the Company upon the exercise of Incentive Stock Options will not exceed 474,599 Common Shares; (ii) no Participant will be
granted Option Rights in the aggregate, for more than 24,718 Common Shares during any calendar year; (iii) the number of shares issued as Restricted Shares or Restricted Share Units will not in the aggregate exceed 74,156 Common Shares; and (iv) no
Non- Employee Director will be granted Option Rights, Restricted Shares and Restricted Share Units, in the aggregate, for more than 24,718 Common Shares during any fiscal year of the Company.



4. Option Rights. The Board may, from time to time and upon such terms
and conditions as it may determine, authorize the granting to Participants of options to purchase Common Shares. Each such grant may utilize any or all of the authorizations, and will be subject to all of the requirements contained in the following
provisions:



(a) Each grant will specify the
number of Common Shares to which it pertains subject to the limitations set forth in Section 3 of this plan.



(b) Each grant will specify an Option Price per share, which may not be less than the Market Value per Share on the Date of Grant.



(c) Each grant will specify whether the Option
Price will be payable (i) in cash or by check acceptable to the Company, (ii) by the actual or constructive transfer to the Company of Common Shares owned by the Optionee for at least 6 months having a value at the time of exercise equal to the
total Option Price, or (iii) by a combination of such methods of payment.



(d) Any grant may provide for deferred payment of the Option Price from the proceeds of sale through a bank or broker on a date satisfactory to the Company of some or all of the shares to which such exercise relates.



(e) Successive grants may be made to the same
Participant whether or not any Option Rights previously granted to such Participant remain unexercised.



(f) Each grant will specify the period or periods of continuous service by the Optionee with the Company or any Subsidiary that is
necessary before the Option Rights or installments thereof will become exercisable and may provide for the earlier exercise of such Option Rights in the event of a Change in Control.



(g) Option Rights granted under this Plan may be (i) options, including, without limitation, Incentive Stock
Options, that are intended to qualify under particular provisions of the Code, (ii) options that are not intended to so qualify, or (iii) combinations of the foregoing. Incentive Stock Options may be granted to a Participant who on the Date of
Grant is an officer or other key employee of the Company or any Subsidiary.



(h) The Board may, at or after the Date of Grant of any Option Rights (other than Incentive Stock Options), provide for the payment of dividend equivalents to the Optionee on either a



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current or deferred or contingent basis or may provide that such equivalents will be credited against the
Option Price.



(i) No Option Right will be
exercisable more than 10 years from the Date of Grant.



5.
Restricted Shares. The Board may also authorize the grant or sale of Restricted Shares to Participants. Each such grant or sale may utilize any or all of the authorizations, and will be subject to all of the requirements, contained in the
following provisions:



(a) Each such grant or
sale will constitute an immediate transfer of the ownership of Common Shares to the Participant in consideration of the performance of services, entitling such Participant to voting, dividend and other ownership rights, but subject to the
substantial risk of forfeiture and restrictions on transfer hereinafter referred to.



(b) Each such grant or sale may be made without additional consideration or in consideration of a payment by such Participant that is less
than Market Value per Share at the Date of Grant.



(c) Each such grant or sale will provide that the Restricted Shares covered by such grant or sale will be subject to a substantial risk of forfeiture within the meaning of Section 83 of the Code for a period of not less than one
year to be determined by the Board at the Date of Grant and may provide for the earlier lapse of such substantial risk of forfeiture in the event of a Change in Control.



(d) Each such grant or sale will provide that during the period for which such substantial risk of
forfeiture is to continue, the transferability of the Restricted Shares will be prohibited or restricted in the manner and to the extent prescribed by the Board at the Date of Grant (which restrictions may include, without limitation, rights of
repurchase or first refusal in the Company or provisions subjecting the Restricted Shares to a continuing substantial risk of forfeiture in the hands of any transferee).



(e) Any such grant or sale of Restricted Shares may require that any or all dividends or other distributions
paid thereon during the period of such restrictions be automatically deferred and reinvested in additional Restricted Shares, which may be subject to the same restrictions as the underlying award.



(f) Each grant or sale of Restricted Shares will be evidenced
by an agreement executed on behalf of the Company by any officer and delivered to and accepted by the Participant and will contain such terms and provisions, consistent with this Plan, as the Board may approve. Unless otherwise directed by the
Board, all certificates representing Restricted Shares will be held in custody by the Company until all restrictions thereon will have lapsed, together with a stock power or powers executed by the Participant in whose name such certificates are
registered, endorsed in blank and covering such Shares.



6. Restricted Share Units. The Board may also authorize the granting or sale of Restricted Share Units to Participants. Each such grant or sale may utilize any or all of the authorizations, and shall be subject to all of the
requirements contained in the following provisions:



(a) Each such grant or sale shall constitute the agreement by the Company to deliver Common Shares to the Participant in the future in consideration of the performance of services, but subject to the fulfillment of such conditions as the
Board may specify.



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(b) Each such grant or sale may be made without additional consideration or in
consideration of a payment by such Participant that is less than the Market Value per Share at the Date of Grant.



(c) Each such grant or sale shall be subject to forfeiture during a period of not less than 1 year, as determined by the Board at the Date
of Grant, and may provide for the earlier lapse or other modification of such period of forfeiture in the event of a Change in Control.



(d) Until the Common Shares underlying the Restricted Share Units are delivered to the Participant, the Participant shall have no (i)
right to transfer any rights under his or her award; (ii) rights of ownership in the Common Shares underlying the Restricted Share Units and (iii) right to vote such Common Shares, but the Board may, at or after the Date of Grant, authorize the
payment of dividend equivalents on such Common Shares underlying the Restricted Share Units on either a current or deferred or contingent basis, either in cash or in additional Common Shares.



(e) Each grant or sale of Restricted Share Units will be
evidenced by an agreement executed on behalf of the Company by any officer and delivered to and accepted by the Participant and will contain such terms and provisions, consistent with this Plan, as the Board may approve.



7. Awards to Non-Employee Directors. The Board may, from time to time
and upon such terms and conditions as it may determine, authorize the granting to Non-Employee Directors of Option Rights and may also authorize the grant or sale of Restricted Shares and Restricted Share Units to Non- Employee Directors.



(a) Each grant of Option Rights awarded
pursuant to this Section 7 will be upon terms and conditions consistent with Section 4 of this Plan and will be evidenced by an agreement in such form as will be approved by the Board. Each grant will specify an Option Price per share, which will
not be less than the Market Value per Share on the Date of Grant. Each such Option Right granted under the Plan will expire not more than 10 years from the Date of Grant and will be subject to earlier termination as hereinafter provided. Unless
otherwise determined by the Board, such Option Rights will be subject to the following additional terms and conditions:



| | (i) | Each grant will specify the number of Common Shares to which it pertains subject to the limitations set forth in Section 3 of this plan.
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| | (ii) | Each such Option Right will become exercisable to the extent of one-third of the number of shares covered thereby one year after the Date of Grant and to the extent of an additional
one-third of such shares after each of the next two successive years thereafter. Such Option Rights will become exercisable in full immediately in the event of a Change in Control.
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| | (iii) | In the event of the termination of service on the Board by the holder of any such Option Rights, other than by reason of disability or death, the then outstanding Option Rights of
such holder may be exercised to the extent that they would be exercisable on the date of such termination and will expire six months and one day after such termination, or on their stated expiration date, whichever occurs first.
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| | (iv) | In the event of the death or disability of the holder of any such Option Rights, each of the then outstanding Option Rights of such holder may be exercised at any time within one
year after such death or disability, but in no event after the expiration date of the term of such Option Rights.
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| | (v) | If a Non-Employee Director subsequently becomes an employee of the Company or a Subsidiary while remaining a member of the Board, any Option Rights held under the Plan by such
individual at the time of such commencement of employment will not be affected thereby.
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| | (vi) | Option Rights may be exercised by a Non-Employee Director only upon payment to the Company in full of the Option Price of the Common Shares to be delivered. Such payment will be
made in cash or in Common Shares then owned by the optionee for at least six months, or in a combination of cash and such Common Shares.
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| | (vii) | Common Shares acquired upon the exercise of these Option Rights may not be transferred for one year except in the case of the Directors death, disability or other termination
of service as a Director.
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(b)
Each grant or sale of Restricted Shares pursuant to this Section 7 will be upon terms and conditions consistent with Section 5 of this Plan.



(c) Each grant or sale of Restricted Share Units pursuant to this Section 7 will be upon terms and conditions consistent with Section 6 of
this Plan.



8. Transferability.



(a) Except as otherwise determined by the Board, no Option
Right will be transferable by a Participant other than by will or the laws of descent and distribution. Except as otherwise determined by the Board, Option Rights will be exercisable during the Optionees lifetime only by him or her or by his
or her guardian or legal representative.



(b)
The Board may specify at the Date of Grant that part or all of the Common Shares that are (i) to be issued or transferred by the Company upon the exercise of Option Rights (ii) no longer subject to the substantial risk of forfeiture and restrictions
on transfer referred to in Section 5 of this Plan, or (iii) to be delivered to Participants pursuant to an award of Restricted Share Units, will be subject to further restrictions on transfer.



9. Adjustments. The Board may make or provide for such adjustments in
the numbers of Common Shares covered by outstanding Option Rights or Restricted Share Units granted hereunder, in the Option Price, and in the kind of shares covered thereby, as the Board, in its sole discretion, exercised in good faith, may
determine is equitably required to prevent dilution or enlargement of the rights of Participants or Optionees that otherwise would result from (a) any stock dividend, stock split, combination of shares, recapitalization or other change in the
capital structure of the Company, or (b) any merger, consolidation, spin-off, split- off, spin-out, split-up, reorganization, partial or complete liquidation or other distribution of assets, issuance of rights or warrants to purchase securities, or
(c) any other corporate transaction or event having an effect similar to any of the foregoing. Moreover, in the event of any such transaction or event, the Board, in its discretion, may provide in substitution for any or all outstanding awards under
this Plan such alternative consideration as it, in good faith, may determine to be equitable in the circumstances and may require in connection therewith the surrender of all awards so replaced. The Board may also make or provide for such
adjustments in the numbers of shares specified in Section 3 of this Plan as the Board in its sole discretion, exercised in good faith, may determine is appropriate to reflect any transaction or event described in this Section 9; provided, however,
that any such adjustment to the number specified in Section 3(c)(i) will be made only if and to the extent that such adjustment would not cause any Option intended to qualify as an Incentive Stock Option to fail so to qualify.



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10. Change in Control. For purposes of this Plan, a Change in Control will mean if at
any time any of the following events will have occurred:



(a) The acquisition 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 voting securities of the Company where such acquisition causes such Person to own 50% or more of the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in
the election of directors (the Outstanding Company Voting Securities); provided, however, that for purposes of this subsection (a), the following acquisitions shall not be deemed to result in a Change of Control: (i) any acquisition of
Outstanding Company Voting Securities directly from the Company that is approved by the Incumbent Board, (ii) any acquisition of Outstanding Company Voting Securities by the Company, a Subsidiary of the Company or the Soin Group, or (iii) any
acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company; or



(b) Individuals who, as of the date hereof, are members of the Board (the Incumbent Board) cease for any reason to constitute
at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Companys stockholders, was approved by a vote of at least a majority
of the members of the Board then comprising the Incumbent Board (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for director, without objection to such nomination) shall be
considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the
election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or



(c) The consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets
of the Company or the acquisition of assets of another corporation, or other transaction (Business Combination) excluding, however, a Business Combination (i) effected by the Soin Group or (ii) pursuant to which (A) the individuals and
entities who were the beneficial owners of voting securities of the Company immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of each of (x) the then outstanding shares of common stock and (y) the
combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, of the entity resulting from such Business Combination (including, without limitation, an entity that as a result of such
transaction owns the Company or all or substantially all of the Companys assets either directly or through one or more subsidiaries), (B) no Person (excluding any employee benefit plan (or related trust) of the Company, the Soin Group, the
Company or such entity resulting from such Business Combination) beneficially owns, directly or indirectly 50% or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the
entity resulting from such Business Combination and (C) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the
initial agreement, or of the action of the Board, providing for such Business Combination; or



(d) Approval by the stockholders of the Company of a complete liquidation or dissolution of the Company except pursuant to a Business
Combination that meets each of the criteria described in clauses (A), (B) and (C) of subsection (c)(ii) above.



(e) For purposes of this Section 10, the Soin Group shall mean Rajesh K. Soin, and his spouse, his descendants and spouses of
his descendants, trustees of trusts established for the benefit of such persons (acting in their capacity as trustees of such trusts), and executors of estates of such persons (acting in their capacity as executors of such estates), and each person
or entity of which any of the



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foregoing owns (i) more than 50% of the voting stock or other voting interests and (ii) stock or other
interests representing more than 50% of the total value of the stock or other interests of such person.



11. Fractional Shares. The Company will not be required to issue any fractional Common Shares pursuant to this Plan. The Board may provide for the
elimination of fractions or for the settlement of fractions in cash.



12. Withholding Taxes. To the extent that the Company or any Subsidiary is required to withhold federal, state, local or foreign taxes in connection with any payment made or benefit realized by a Participant or other person under
this Plan, and the amounts available to the Company or such Subsidiary for such withholding are insufficient, it will be a condition to the receipt of such payment or the realization of such benefit that the Participant or such other person make
arrangements satisfactory to the Company or the Subsidiary, as the case may be, for payment of the balance of such taxes required to be withheld, which arrangements (in the discretion of the Board) may include relinquishment of a portion of such
benefit. The Company and/or a Subsidiary and a Participant or such other person may also make similar arrangements with respect to the payment of any taxes with respect to which withholding is not required.



13. Foreign Employees. In order to facilitate the making of any grant
or combination of grants under this Plan, the Board may provide for such special terms for awards to Participants who are foreign nationals or who are employed by the Company or any Subsidiary outside of the United States of America as the Board may
consider necessary or appropriate to accommodate differences in local law, tax policy or custom. Moreover, the Board may approve such supplements to or amendments, restatements or alternative versions of this Plan as it may consider necessary or
appropriate for such purposes, without thereby affecting the terms of this Plan as in effect for any other purpose, and the Secretary or other appropriate officer of the Company may certify any such document as having been approved and adopted in
the same manner as this Plan. No such special terms, supplements, amendments or restatements, however, will include any provisions that are inconsistent with the terms of this Plan as then in effect unless this Plan could have been amended to
eliminate such inconsistency without further approval by the stockholders of the Company.



14. Administration of the Plan.



(a) This Plan will be administered by the Board, which may from time to time delegate all or any part of its authority under this Plan to a committee of the Board (or subcommittee thereof) consisting of not less than
two Non-Employee Directors appointed by the Board. A majority of the committee (or subcommittee) will constitute a quorum, and the action of the members of the committee (or subcommittee) present at any meeting at which a quorum is present, or acts
unanimously approved in writing, will be the acts of the committee (or subcommittee). To the extent of any such delegation, references in this Plan to the Board will be deemed to be references to any such committee or subcommittee.



(b) The interpretation and construction by the Board of any
provision of this Plan or of any agreement, notification or document evidencing the grant of Option Rights, Restricted Shares or Restricted Share Units and any determination by the Board pursuant to any provision of this Plan or of any such
agreement, notification or document will be final and conclusive. No member of the Board will be liable for any such action or determination made in good faith.



15. Amendments, Etc.



(a) The Board may at any time and from time to time amend the Plan in whole or in part; provided, however, that any amendment which must
be approved by the stockholders of the Company in order to comply with applicable law or Nasdaq rules or, if the Common Shares are not traded



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on the Nasdaq National Market System, the principal national securities exchange upon which the Common
Shares are traded or quoted, will not be effective unless and until such approval has been obtained. Presentation of this Plan or any amendment hereof for stockholder approval will not be construed to limit the Companys authority to offer
similar or dissimilar benefits under other plans without stockholder approval.



(b) The Board also may permit Participants to elect to defer the issuance of Common Shares or the settlement of awards in cash under the Plan pursuant to such rules, procedures or programs as it may establish for
purposes of this Plan. The Board also may provide that deferred issuances and settlements include the payment or crediting of dividend equivalents or interest on the deferral amounts.



(c) The Board may condition the grant of any award or combination of awards authorized under this Plan on
the surrender or deferral by the Participant of his or her right to receive a cash bonus or other compensation otherwise payable by the Company or a Subsidiary to the Participant.



(d) In case of termination of employment by reason of death, disability or normal or early retirement, or in
the case of hardship or other special circumstances, of a Participant who holds an Option Right not immediately exercisable in full, any Restricted Shares or Restricted Share Units as to which any risk of forfeiture or the prohibition or restriction
on transfer has not lapsed, or who holds Common Shares subject to any transfer restriction imposed pursuant to Section 8(b) of this Plan, the Board may, in its sole discretion, accelerate the time at which such Option Right may be exercised, the
time at which any substantial risk of forfeiture or other period of forfeiture or prohibition or restriction on transfer will lapse or the time when such transfer restriction will terminate or may waive any other limitation or requirement under any
such award.



(e) This Plan will not confer upon
any Participant any right with respect to continuance of employment or other service with the Company or any Subsidiary, nor will it interfere in any way with any right the Company or any Subsidiary would otherwise have to terminate such
Participants employment or other service at any time.



(f) To the extent that any provision of this Plan would prevent any Option Right that was intended to qualify as an Incentive Stock Option from qualifying as such, that provision will be null and void with respect to
such Option Right. Such provision, however, will remain in effect for other Option Rights and there will be no further effect on any provision of this Plan.



16. Termination. No grant will be made under this Plan more than 10 years after the date on which this Plan is first approved by the stockholders
of the Company, but all grants made on or prior to such date will continue in effect thereafter subject to the terms thereof and of this Plan.



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