exv10w28



 









Exhibit 10.28




GOLDEN STAR RESOURCES LTD.




SECOND AMENDED AND RESTATED 1997 STOCK OPTION PLAN

(Effective Date of Amendment April 8, 2004)





	1.	 	PURPOSE
	 
	1.1	 	The purpose of the 1997 Stock Option Plan (the “Plan”) is to advance the
interests of Golden Star Resources Ltd. (the “Corporation”) by encouraging
equity participation in the Corporation by selected key employees,
consultants and directors of the Corporation or subsidiaries of the
Corporation through the acquisition of common shares without par value
(“Shares”) in the Corporation. Any reference herein to the Corporation or
any subsidiary of the Corporation shall be deemed to refer to any
predecessor or successor corporation thereto.
	 
	 	 	It is the further purpose of this Plan to permit the granting of awards
that will constitute performance-based compensation for certain executive
officers, as described in section 162(m) of the United States Internal
Revenue Code of 1986, as amended (the “Code”), and regulations
promulgated thereunder.
	 
	 	 	As of the effective date of the Plan, the 1992 Employees’ Stock Option
Plan and the 1992 Non-Discretionary Directors’ Stock Option Plan
(collectively, the “1992 Plans”) will be terminated subject to the
assumption under the Plan of outstanding options granted under the 1992
Plans.
	 
	2.	 	ADMINISTRATION OF THE PLAN
	 
	2.1	 	The Plan will be administered by a specifically designated independent
committee (“Independent Committee”) of the Board of Directors of the
Corporation (the “Board of Directors”), except that with respect to
options granted to non-employee directors of the Corporation, the Board of
Directors shall serve as the Committee, and, where applicable, any
reference herein to the Independent Committee shall be deemed to refer to
the Board of Directors. The Independent Committee shall consist of such
two or more directors of the Corporation as the Board of Directors may
designate from time to time, all of whom shall be and remain directors of
the Corporation. To the extent necessary to comply with Code section
162(m) or Rule 16b-3 under the Securities Exchange Act of 1934 (the
“Exchange Act”), as amended (“Rule 16b-3”), each member of the Independent
Committee shall be intended to be an “outside director” within the meaning
of Code section 162(m) or a “non-employee director” within the meaning of
Rule 16b-3. The Independent Committee is authorized to interpret and to
implement the Plan and all Plan agreements and may from time to time amend
or rescind rules and regulations required for carrying out the Plan. The
Independent Committee shall have the authority to exercise all of the
powers granted to it under the Plan, to make any determination necessary
or advisable in administering the Plan and to correct any defect, supply
any





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	 	 	omission and reconcile any inconsistency in the Plan. Any such
interpretation or construction of any provision of the Plan shall be
final and conclusive. Notwithstanding the foregoing, the Board of
Directors may resolve to administer the Plan with respect to all of the
Plan or certain participants and/or awards made or to be made under the
Plan. To the extent that the Board of Directors determines to administer
the Plan, all references herein to the Independent Committee shall be
deemed to refer to the Board of Directors.
	 
	 	 	All administrative costs of the Plan shall be paid by the Corporation.
No member of the Independent Committee shall be liable for any action or
determination made in good faith with respect to the Plan or any option
granted under it.






	3.	 	PARTICIPATION
	 
	3.1	 	Options may be granted under the Plan to persons who are directors or key
employees (including officers, whether or not directors, and part-time
employees) of, or independent consultants to, the Corporation or any of
its subsidiaries who, by the nature of their positions or jobs, are in the
opinion of the Independent Committee in a position to contribute to the
success of the Corporation or any of its subsidiaries or who, by virtue of
their length of service to the Corporation or to any of its subsidiaries
are, in the opinion of the Independent Committee, worthy of special
recognition. Designation of a participant in any year shall not require
the designation of such person to receive an option in any other year.
The Independent Committee shall consider such factors as it deems
pertinent in selecting participants and in determining the amount and
terms of their respective options.
	 
	3.2	 	Subject to applicable regulatory approval, options may also be granted
under the Plan in exchange for outstanding options granted by the
Corporation, whether such outstanding options are granted under the Plan,
under any other stock option plan of the Corporation or under any stock
option agreement with the Corporation. Options granted under the 1992
Plans which are outstanding upon the effectiveness of the Plan will be
assumed and will be deemed to be governed by the Plan as of such date.
	 
	3.3	 	Options may also be granted under the Plan in substitution for
outstanding options of another corporation in connection with a plan of
arrangement, amalgamation, merger, consolidation, acquisition of property
or shares, or other reorganization between or involving such other
corporation and the Corporation or any of its subsidiaries.
	 
	4.	 	NUMBER OF SHARES RESERVED UNDER THE PLAN
	 
	4.1	 	The number of Shares reserved for issuance under the Plan is limited as
follows:






	(a)	 	the maximum number of Shares issuable pursuant to the
exercise of options granted under the Plan shall be 9,000,000
(including such number of Shares issuable upon exercise of options
granted under the 1992 Plan as of the effective date of the Plan)
provided, however, if, after the effective date of the Plan, any
Shares covered by an option granted under the Plan, or to which such
an option




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	 	 	relates, are forfeited, or if an option has expired, terminated or
been cancelled for any reason whatsoever (other than by reason of
exercise), then the Shares covered by such option shall again be,
or shall become, Shares with respect to which options may be
granted hereunder;
	 
	(b)	 	the number of Shares that may be reserved from time to time
under the Plan for issuance to Insiders (as defined below) of the
Corporation shall be limited to that number which is equal to the
difference between (i) 10% of the outstanding number of Shares from
time to time, and (ii) the number of Shares that are reserved for
issuance to Insiders pursuant to stock options granted under other
stock option plans or arrangements of the Corporation;
	 
	(c)	 	the total number of Shares issuable within any one-year
period to all Insiders of the Corporation pursuant to the exercise
of vested options granted under the Plan or pursuant to any other
share compensation arrangements of the Corporation shall not exceed
10% of the Outstanding Issue;
	 
	(d)	 	the total number of Shares reserved for issuance to any one
optionee pursuant to options granted under the Plan or other stock
option plans or arrangements of the Corporation shall not exceed 5%
of the outstanding number of Shares from time to time; and
	 
	(e)	 	the total number of Shares issuable within any one-year
period to an Insider and, if applicable, such Insider’s “associates”
(as defined under the Securities Act (Ontario) pursuant to the
exercise of vested options granted under the Plan or any other share
compensation arrangements of the Corporation shall not exceed 5% of
the Outstanding Issue.






	 	 	“Insiders” has the meaning set forth in the Toronto Stock Exchange’s
policy issued March 22, 1994 entitled “Employee Stock Option and Stock
Purchase Plans, Options for Services and Related Matters.”
	 
	 	 	“Outstanding Issue”, for the purposes of the Plan, is determined on the
basis of the number of Shares that are outstanding immediately prior to
the Shares issuance in question, excluding Shares issued pursuant to the
Plan or the Corporation’s other share compensation arrangements over the
preceding one-year period. The maximum number of Shares set forth in
Section 4.1(a) shall be appropriately adjusted in the event of any
subdivision or consolidation of the Shares or in the discretion of the
Independent Committee, to reflect any other corporate event or change in
the Shares.
	 
	5.	 	NUMBER OF OPTIONED SHARES PER OPTIONEE
	 
	5.1	 	Subject to Section 4.1 hereof, the maximum number of Shares subject to
options granted to any one participant under the Plan in any one calendar
year shall not exceed 400,000 (subject to adjustment in the event of any
subdivision or consolidation of the Shares). Subject to these
limitations, however, the determination regarding the number of




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	 	 	optioned Shares that may be granted to each optionee pursuant to an
option will be made by the Independent Committee and will take into
consideration the optionee’s present and potential contribution to the
success of the Corporation.
	 
	6.	 	PRICE
	 
	6.1	 	The exercise price per optioned Share shall be determined by the
Independent Committee at the time the option is granted, but such price
shall not be less than the fair market value per Share on the date of
grant. For the purposes of the Plan, “fair market value” per Share shall
mean the closing price of the Shares on the stock exchange or other market
on which the Shares principally traded on the day immediately preceding
the date of grant.
	 
	7.	 	EXERCISE OF OPTIONS
	 
	7.1	 	The period during which an option may be exercised (the “Option Period”)
shall be determined by the Independent Committee at the time the option is
granted and may be up to 10 years from the date the option is granted,
except as the same may be reduced pursuant to the provisions of Sections 8
and 9 hereof.
	 
	7.2	 	In order to ensure that the Corporation will receive the benefits
contemplated in exchange for the options granted hereunder, no option
shall be exercisable until it has vested. The vesting schedule for each
option shall be specified in an option agreement as provided for in
Section 12 hereof; provided, however, that the Independent Committee shall
have the right with respect to any one or more optionees to accelerate the
time at which an option may be exercised. Notwithstanding the foregoing
provisions of this Section 7.2, if there is a Change of Control, as
defined below, then all options outstanding shall become immediately
exercisable.
	 
	 	 	For purposes of this Plan, a “Change of Control” shall mean the
occurrence of any of the following: (i) the sale, lease, transfer,
conveyance or other disposition, in one or a series of related
transactions, of all or substantially all of the assets of the
Corporation to any “person” or “group” (as such terms are used in
Sections 13(d)(3) and 14(d)(2) of the Exchange Act), (ii) any person or
group, is or becomes the “beneficial owner” (as defined in Rules 13d-3
and 13d-5 under the Exchange Act, except that a person shall be deemed to
have “beneficial ownership” of all shares that any such person has the
right to acquire, whether such right is exercisable immediately or only
after the passage of time), directly or indirectly, of more than 50% of
the total voting power of the voting stock of the Corporation, including
by way of merger, consolidation or otherwise or (iii) during any period
of two consecutive years, individuals who at the beginning of such period
constituted the Board of Directors (together with any new directors whose
election by such Board of Directors whose nomination for election by the
shareholders of the Corporation was approved by a vote of a majority of
the directors of the Corporation, then still in office, who were either
directors at the beginning of such period or whose election or nomination
for election was previously so approved) cease for any reason to
constitute a majority of the Board of Directors, then in office.





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	7.3	 	Options shall be exercisable, either all or in part, at any time after
vesting. If less than all of the Shares included in the vested portion of
any option are purchased, the remainder may be purchased, subject to the
option’s terms, at any subsequent time prior to the expiration of the
Option Period.
	 
	7.4	 	Except as set forth in Sections 8 and 9 hereof, no option may be
exercised unless the optionee is at the time of such exercise an employee
or director of, or consultant to, the Corporation or any of its
subsidiaries and shall have continuously served in any one or more of such
capacities since the grant of the option. Absence on leave, with the
approval of the Independent Committee, shall not be considered an
interruption of service for any purpose of the Plan.
	 
	7.5	 	The exercise of any option will be contingent upon receipt by the
Corporation of payment for the full purchase price of the Shares being
purchased in cash by way of certified cheque or bank draft or by way of
proceeds of any loan made by the Corporation to the optionee pursuant to
Section 10 hereof. No optionee or his or her legal representatives,
legatees or distributees will be, or will be deemed to be, a holder of any
Shares subject to an option under the Plan, unless and until certificates
for such Shares are issued to him, her or them under the terms of the
Plan.
	 
	7.6	 	No option granted under the Plan shall be an “incentive stock option”
within the meaning of Code section 422.
	 
	8.	 	TERMINATION OF EMPLOYMENT
	 
	8.1	 	If an optionee ceases to be employed by, or provide services to, the
Corporation or any of its subsidiaries for any reason (other than death),
or shall receive notice from the Corporation or any of its subsidiaries of
the termination of his or her employment or services (such optionee being
referred to in this Section 8.1 as a “Former Optionee”), the Former
Optionee may only exercise each option held, to the extent that it has
vested and not been exercised before such termination, until the earlier
of:






	 	(a)	 	the date which is 30 days after the Former Optionee ceased to
be employed by, or provide services to, the Corporation or any of
its subsidiaries; and
	 	 
	 	(b)	 	the expiry of the Option Period for the option (the “Option Expiry
Date”);
	 	 
	 	provided, however, that:
	 	 
	 	(c)	 	if the Former Optionee was a director of the Corporation or
any of its subsidiaries, each option held will continue to be
exercisable until the earlier of:






	(i)	 	the date which is 12 months after the Former
Optionee ceases to be such a director for any reason (other
than death), and
	 
	(i)	 	the Option Expiry Date, and




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	(d)	 	each option held may continue to be exercisable for such
longer period than that provided for in this Section 8.1 if and as
may be determined by the Independent Committee and any such
determination by the Independent Committee may be made retroactively
effective in order to reinstate the effectiveness of an option held
by a Former Optionee that is otherwise rendered unexercisable
pursuant to the other provisions of this Section 8.1; provided,
however, that any such determination by the Independent Committee
shall be subject to the following:
	 
	(i)	 	such determination shall be made within three months after
the date that the Former Optionee ceased to be employed by, or
provide services to, the Corporation or any of its subsidiaries;
	 
	(ii)	 	such determination shall be subject to applicable regulatory
approvals; and
	 
	(iii)	 	such longer exercise period determined by the Independent
Committee for any option shall not extend beyond the Option Expiry
Date for such option.






	9.	 	DEATH OF OPTIONEE
	 
	9.1	 	In the event of the death of an optionee while in service or in the
post-termination period described in Section 8, each option theretofore
granted to him or her shall be exercisable until the earlier of:






	 	(a)	 	the expiry of the period within which the option may be
exercised after such death, which period may be up to one year after
such death and is to be specified in his or her option agreement,
and
	 
	 	(b)	 	the Option Expiry Date;
	 
	 	provided, however, that the option is only exercisable in such event:
	 
	 	(c)	 	by the person or persons to whom the optionee’s rights under
the option shall pass by the optionee’s will or by the laws of
descent and distribution, and
	 
	 	(d)	 	to the extent that the option has vested and not been
exercised prior to the Optionee’s death.






	10.	 	LOANS TO EMPLOYEES
	 
	10.1	 	An interest free loan will be made available to optionees who are
employees of the Corporation or any of its subsidiaries at the time the
loan is made, the proceeds of which loan may only be used directly for the
exercise of options granted under the Plan to the optionee.





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	 	 	The optionee shall pledge the subject shares as security for timely
repayment of the loan and the Corporation’s sole recourse for repayment
and recovery of the loan shall be against the pledged shares. Until the
loan is repaid, the pledged shares will be held by a trustee designated
by the Corporation. The term of the loan shall be five years from the
date of the loan, provided that the due date for the loan shall not in
any event extend beyond that date which is ten years from the date of
grant of the particular option, and, provided further, that the loan
shall be repaid within 30 days of the earlier of the date upon which the
optionee ceases to be an employee of the Corporation or any of its
subsidiaries for any reason (other than death), or the date upon which
the optionee receives notice from the Corporation or any of its
subsidiaries of the termination of his or her employment. If the option
has not been exercised by the optionee prior to his or her death, the
loan provisions shall not be available for the exercise of the option
pursuant to Section 9 hereof after his or her death.
	 
	11.	 	INTENTIONALLY OMITTED
	 
	12.	 	OPTION AGREEMENT
	 
	12.1	 	Upon the grant of an option to an optionee, the Corporation and the
optionee shall enter into an option agreement setting out the number of
optioned Shares granted to the optionee and incorporating the terms and
conditions of the Plan and any other requirements of regulatory bodies
having jurisdiction over the securities of the Corporation and such other
terms and conditions as the Independent Committee may determine are
necessary or appropriate, subject to the Plan’s terms.
	 
	13.	 	ADJUSTMENT IN SHARES SUBJECT TO THE PLAN
	 
	13.1	 	The option exercise price and the number of Shares to be purchased by an
optionee upon the exercise of an option will be adjusted, with respect to
the then unexercised portion thereof, by the Independent Committee from
time to time (on the basis of such advice as the Independent Committee
considers appropriate, including, if considered appropriate by the
Independent Committee, a certificate of auditors of the Corporation) in
the event and in accordance with the provisions and rules set out in this
Section 13. Any dispute that arises at any time with respect to any
adjustment pursuant to such provisions and rules will be conclusively
determined by the Independent Committee, and any such determination will
be binding on the Corporation, the optionee and all other affected
parties.






	 	(a)	 	In the event that a dividend is declared upon the Shares
payable in Shares (other than in lieu of dividends paid in the
ordinary course), the number of Shares then subject to any option
shall be adjusted by adding to each such Share the number of Shares
which would be distributable thereon if such Share had been
outstanding on the date fixed for determining shareholders entitled
to receive such stock dividend.





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	 	(b)	 	In the event that the outstanding Shares are changed into or
exchanged for a different number or kind of Shares or other
securities of the Corporation or of another corporation, whether
through an arrangement, amalgamation or other similar procedure or
otherwise, or a share recapitalization, subdivision or
consolidation, then there shall be substituted for each Share
subject to any option the number and kind of Shares or other
securities of the Corporation or another corporation into which each
outstanding Share shall be so changed or for which each such Share
shall be exchanged.
	 
	 	(c)	 	In the event that there is any change, other than as
specified above in this Section 13, in the number or kind of
outstanding Shares or of any securities into which such Shares shall
have been changed or for which they shall have been exchanged, then,
if the Independent Committee, in its sole discretion, determines
that such change equitably requires an adjustment to be made in the
number or kind of Shares, such adjustment shall be made by the
Independent Committee and be effective and binding for all purposes.
	 
	 	(d)	 	In the event that the Corporation distributes by way of a
dividend, or otherwise, to all or substantially all holders of
Shares, property, evidences of indebtedness or shares or other
securities of the Corporation (other than Shares) or rights, options
or warrants to acquire Shares or securities convertible into or
exchangeable for Shares or other securities or property of the
Corporation, other than as a dividend in the ordinary course, then,
if the Independent Committee, in its sole discretion, determines
that such action equitably requires an adjustment in the option
exercise price or number of Shares subject to any option, or both,
such adjustment shall be made by the Independent Committee and shall
be effective and binding for all purposes.






	13.2	 	In the case of any such substitution or adjustment as provided for in
this Section 13, the exercise price in respect of each option for each
Share covered thereby prior to such substitution or adjustment will be
proportionately and appropriately varied, such variation shall generally
require that the number of Shares or securities covered by the option
after the relevant event multiplied by the varied option exercise price be
equal to the number of Shares covered by the option prior to the relevant
event multiplied by the original option exercise price.
	 
	13.3	 	No adjustment or substitution provided for in this Section 13 shall
require the Corporation to issue a fractional share in respect of any
option. Fractional shares shall be eliminated.
	 
	13.4	 	The grant of an option shall not affect in any way the right or power of
the Corporation to effect adjustments, reclassifications, reorganizations,
arrangements or changes of its capital or business structure, or to
amalgamate, merge, consolidate, dissolve or liquidate, or to sell or
transfer all or any part of its business or assets.
	 
	14.	 	TRANSFERABILITY




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	14.1	 	All benefits, rights and options accruing to any optionee in accordance
with the terms and conditions of the Plan shall not be assignable other
than as specifically provided in Section 9 in the event of the death of
the optionee. During the lifetime of an optionee, all benefits, rights
and options shall not be transferable and may only be exercised by the
optionee.
	 
	15.	 	EMPLOYMENT
	 
	15.1	 	Nothing contained in the Plan shall confer upon any optionee any right
with respect to employment or continuance of employment with, or the
provision of services to, the Corporation or any of its subsidiaries, or
interfere in any way with the right of the Corporation or any of its
subsidiaries to terminate the optionee’s employment or services at any
time. Participation in the Plan by an optionee is voluntary.
	 
	16.	 	RECORD KEEPING
	 
	16.1	 	The Corporation shall maintain a register in which shall be recorded:






	(a)	 	the name and address of each optionee; and
	 
	(b)	 	the number of Shares subject to an option granted to an
optionee and the number of Shares subject to the option remaining
outstanding.






	17.	 	SECURITIES REGULATION AND TAX WITHHOLDING
	 
	17.1	 	Where the Independent Committee determines it is necessary or desirable
to effect exemption from registration or distribution of the Shares under
securities laws applicable to the securities of the Corporation, an
optionee shall be required, upon the acquisition of any Shares pursuant to
the Plan, to acquire the Shares with investment intent (i.e., for
investment purposes) and not with a view to their distribution, and to
present to the Independent Committee an undertaking to that effect in a
form acceptable to the Independent Committee. The Board of Directors and
the Independent Committee may take such other action or require such other
action or agreement by such optionee as may from time to time be necessary
to comply with applicable securities laws. This provision shall in no way
obligate the Corporation to undertake the registration or qualification of
any options or the Shares under any securities laws applicable to the
securities of the Corporation.
	 
	17.2	 	The Board of Directors and the Corporation may take all such measures as
they deem appropriate to ensure that the Corporation’s obligations under
the withholding provisions under income and tax laws applicable to the
Corporation and other provisions of applicable laws are satisfied with
respect to the issuance of Shares pursuant to the Plan or the grant or
exercise of options under the Plan, including retention of Shares that would otherwise be issued to the optionee or requiring the optionee to fund the amount
required to be withheld.





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	17.3	 	Issuance, transfer or delivery of certificates for Shares purchased
pursuant to the Plan may be delayed, at the discretion of the Independent
Committee, until the Independent Committee is satisfied that the
applicable requirement of securities and income tax laws have been met.






	18.	 	AMENDMENT AND TERMINATION
	 
	18.1	 	The Board of Directors reserves the right to amend or to terminate the
Plan at any time if and when it is advisable in the absolute discretion of
the Board of Directors; provided, however, that no such amendment or
termination shall adversely affect any outstanding options granted under
the Plan without the consent of the optionee. Furthermore, to the extent
any amendment would require shareholder approval under Code section
162(m), such amendment shall be effective upon the required approval of
the shareholders of the Corporation. Any amendment to the Plan shall also
be subject to any necessary approvals of any stock exchange or regulatory
body having jurisdiction over the securities of the Corporation and, where
applicable, shareholders approval.
	 
	18.2	 	Subject to regulatory approval, where applicable, the Independent
Committee may waive any conditions or rights under, amend any terms of, or
alter, suspend, discontinue, cancel or terminate, any option theretofore
granted, prospectively or retroactively; provided, however, that any such
waiver, amendment, alteration, suspension, discontinuance, cancellation or
termination that would impair the rights of any optionee or any holder or
beneficiary of any option theretofore granted shall not to that extent be
effective without the consent of the affected optionee, holder or
beneficiary.
	 
	19.	 	NO REPRESENTATION OR WARRANTY
	 
	19.1	 	The Corporation makes no representation or warranty as to the future
market value of any Shares issued in accordance with the provisions of the
Plan.
	 
	20.	 	NECESSARY APPROVALS
	 
	20.1	 	The obligation of the Corporation to issue and to deliver any Shares in
accordance with the Plan is subject to any necessary or desirable approval
of any regulatory authority having jurisdiction over the securities of the
Corporation. If any Shares cannot be issued to any optionee for whatever
reason, the obligation of the Corporation to issue such Shares shall
terminate and any option exercise price paid to the Corporation shall be
returned to the optionee.
	 
	21.	 	GENERAL PROVISIONS
	 
	21.1	 	Nothing contained in the Plan shall prevent the Corporation or any
subsidiary thereof from adopting or continuing in effect other
compensation arrangements, which may, but need not, provide for the grant
of options (subject to shareholder approval if such approval is required),
and such arrangements may be either generally applicable or applicable
only in specific cases.





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	21.2	 	The validity, construction, and effect of the Plan and any rules and
regulations relating to the Plan and any option agreement shall be
determined in accordance with the laws of the State of New York.
	 
	21.3	 	If any provision of the Plan or any option is or becomes or is deemed to
be invalid, illegal, or unenforceable in any jurisdiction or as to any
person or option, or would disqualify the Plan or any option under any law
deemed applicable by the Independent Committee, such provision shall be
construed or deemed amended to conform to the applicable laws, or if it
cannot be construed or deemed amended without, in the determination of the
Independent Committee, materially altering the intent of the Plan or the
option, such provision shall be stricken as to such jurisdiction, person
or option and the remainder of the Plan and any such option shall remain
in full force and effect.
	 
	21.4	 	Neither the Plan nor any option shall create or be construed to create a
trust or separate fund of any kind or a fiduciary relationship between the
Corporation or any subsidiary thereof and an optionee or any other person.
	 
	21.5	 	Headings are given to the Sections of the Plan solely as a convenience to
facilitate reference. Such headings shall not be deemed in any way
material or relevant to the construction or interpretation of the Plan or
any provision thereof.
	 
	22.	 	TERM OF THE PLAN
	 
	22.1	 	The Plan shall be effective as of the date of its approval by the
shareholders of the Corporation, subject to receipt of all necessary
regulatory approvals.
	 
	22.2	 	No option shall be granted under the Plan after June 10, 2007. Unless
otherwise expressly provided in the Plan or in an applicable option
agreement, any option granted hereunder may, and the authority of the
Board of Directors or the Independent Committee to amend, alter, adjust,
suspend, discontinue, or terminate any such option or to waive any
conditions or rights under any such option shall, continue after June 10,
2007.






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