exv10w5



 





Exhibit 10.5




WPT ENTERPRISES, INC.




2004 STOCK INCENTIVE PLAN




     1.      Purpose. The purpose of the 2004 Stock Incentive Plan (the “Plan”) of
WPT Enterprises, Inc. (the “Company”) is to increase stockholder value and to
advance the interests of the Company by furnishing a variety of economic
incentives (“Incentives’’) designed to attract, retain and motivate employees,
certain key consultants and directors of the Company. Incentives may consist
of opportunities to purchase or receive shares of Common Stock, $.001 par
value, of the Company (“Common Stock”), monetary payments or both on terms
determined under this Plan.



     2.      Administration. The Plan shall be administered by the Board of
Directors or by a stock option or compensation committee (the “Committee”) of
the Board of Directors of the Company. The Committee shall consist of not less
than two directors of the Company and shall be appointed from time to time by
the board of directors of the Company. Each member of the Committee shall be
(i) a “non-employee director” within the meaning of Rule 16b-3 of the
Securities Exchange Act of 1934 (a “Non-Employee Director”), and the
regulations promulgated thereunder (the “1934 Act”) and (ii) shall be an
“outside director” within the meaning of Section 162(m) under the Internal
Revenue Code of 1986, as amended (the “Code”) and the regulations promulgated
thereunder. The Committee shall have complete authority to award Incentives
under the Plan, to interpret the Plan, and to make any other determination
which it believes necessary and advisable for the proper administration of the
Plan. The Committee’s decisions and matters relating to the Plan shall be
final and conclusive on the Company and its participants. If at any time there
is no stock option or compensation committee, the term “Committee”, as used in
the Plan, shall refer to the Board of Directors.



     3.      Eligible Participants. Officers of the Company, other employees of the
Company or its subsidiaries or affiliates, members of the Board of Directors,
and consultants or other independent contractors who provide services to the
Company or its subsidiaries or affiliates shall be eligible to receive
Incentives under the Plan when designated by the Committee. Participants may be
designated individually or by groups or categories (for example, by pay grade)
as the Committee deems appropriate. Participation by officers of the Company
or its subsidiaries or affiliates and any performance objectives relating to
such officers must be approved by the Committee. Participation by others and
any performance objectives relating to others may be approved by groups or
categories (for example, by pay grade) and authority to designate participants
who are not officers and to set or modify such targets may be delegated.



     4.      Types of Incentives. Incentives under the Plan may be granted in any
one or a combination of the following forms: (a) incentive stock options and
non-statutory stock options (section 6); (b) stock appreciation rights (“SARs”)
(section 7); (c) stock awards (section 8); (d) restricted stock (section 8);
(e) performance shares (section 9); and (f) cash awards (section 10).



     5.      Shares Subject to the Plan.



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     5.1.      Number of Shares. Subject to adjustment as provided in Section
11.6, the number of shares of Common Stock which may be issued under the
Plan shall not exceed 3,120,000 shares of Common Stock. Shares of Common
Stock that are issued under the Plan or are subject to outstanding
Incentives will be applied to reduce the maximum number of shares of
Common Stock remaining available for issuance under the Plan.




     5.2.      Cancellation. To the extent that cash in lieu of shares of
Common Stock is delivered upon the exercise of an SAR pursuant to Section
7.4, the Company shall be deemed, for purposes of applying the limitation
on the number of shares, to have issued the greater of the number of
shares of Common Stock which it was entitled to issue upon such exercise
or on the exercise of any related option. In the event that a stock
option or SAR granted hereunder expires or is terminated or canceled
unexercised as to any shares of Common Stock, such shares may again be
issued under the Plan either pursuant to stock options, SARs or
otherwise. In the event that shares of Common Stock are issued as
restricted stock or pursuant to a stock award and thereafter are
forfeited or reacquired by the Company pursuant to rights reserved upon
issuance thereof, such forfeited and reacquired shares may again be
issued under the Plan, either as restricted stock, pursuant to stock
awards or otherwise. The Committee may also determine to cancel, and
agree to the cancellation of, stock options in order to make a
participant eligible for the grant of a stock option at a lower price
than the option to be canceled.




     5.3.      Type of Common Stock. Common Stock issued under the Plan in
connection with stock options, SARs, performance shares, restricted stock
or stock awards, may be authorized and unissued shares or treasury stock,
as designated by the Committee.



     6.      Stock Options. A stock option is a right to purchase shares of Common
Stock from the Company. Each stock option granted by the Committee under this
Plan shall be subject to the following terms and conditions:




     6.1.      Price. The option price per share shall be determined by the
Committee, subject to adjustment under Section 11.6.




     6.2.      Number. The number of shares of Common Stock subject to the
option shall be determined by the Committee, subject to adjustment as
provided in Section 11.6. The number of shares of Common Stock subject to
a stock option shall be reduced in the same proportion that the holder
thereof exercises a SAR if any SAR is granted in conjunction with or
related to the stock option. Notwithstanding the foregoing, no person
shall receive grants of Stock Options under the Plan that exceed 750,000
shares during any one fiscal year of the Company.




     6.3.      Duration and Time for Exercise. Subject to earlier termination
as provided in Section 11.4, the term of each stock option shall be
determined by the Committee but shall not exceed ten years and one day
from the date of grant. Each stock



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option shall become exercisable at such time or times during its
term as shall be determined by the Committee at the time of grant. The
Committee may accelerate the exercisability of any stock option. Subject
to the foregoing and with the approval of the Committee, all or any part
of the shares of Common Stock with respect to which the right to purchase
has accrued may be purchased by the Company at the time of such accrual
or at any time or times thereafter during the term of the option.




     6.4.      Manner of Exercise. A stock option may be exercised, in whole
or in part, by giving written notice to the Company, specifying the
number of shares of Common Stock to be purchased and accompanied by the
full purchase price for such shares. The option price shall be payable
(a) in United States dollars upon exercise of the option and may be paid
by cash; uncertified or certified check; bank draft; (b) at the
discretion of the Committee, by delivery of shares of Common Stock in
payment of all or any part of the option price, which shares shall be
valued for this purpose at the Fair Market Value on the date such option
is exercised; or (c) at the discretion of the Committee, by instructing
the Company to withhold from the shares of Common Stock issuable upon
exercise of the stock option shares of Common Stock in payment of all or
any part of the exercise price and/or any related withholding tax
obligations, which shares shall be valued for this purpose at the Fair
Market Value or in such other manner as may be authorized from time to
time by the Committee. The shares of Common Stock delivered by the
participant pursuant to Section 6.4(b) must have been held by the
participant for a period of not less than six months prior to the
exercise of the option, unless otherwise determined by the Committee.
Prior to the issuance of shares of Common Stock upon the exercise of a
stock option, a participant shall have no rights as a stockholder.



     6.5.      Incentive Stock Options. Notwithstanding anything in the Plan
to the contrary, the following additional provisions shall apply to the
grant of stock options which are intended to qualify as Incentive Stock
Options (as such term is defined in Section 422 of the Code):




     (a)      The aggregate Fair Market Value (determined as of the time
the option is granted) of the shares of Common Stock with respect
to which Incentive Stock Options are exercisable for the first time
by any participant during any calendar year (under all of the
Company’s plans) shall not exceed $100,000. The determination will
be made by taking incentive stock options into account in the order
in which they were granted. If such excess only applies to a
portion of an Incentive Stock Option, the Committee, in its
discretion, will designate which shares will be treated as shares
to be acquired upon exercise of an Incentive Stock Option.




     (b)      Any Incentive Stock Option certificate authorized under
the Plan shall contain such other provisions as the Committee shall
deem advisable, but shall in all events be consistent with and
contain all provisions required in order to qualify the options as
Incentive Stock Options.



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     (c)      All Incentive Stock Options must be granted within ten
years from the earlier of the date on which this Plan was adopted
by board of directors or the date this Plan was approved by the
stockholders.




     (d)      Unless sooner exercised, all Incentive Stock Options shall
expire no later than 10 years after the date of grant.




     (e)      The option price for Incentive Stock Options shall be not
less than the Fair Market Value of the Common Stock subject to the
option on the date of grant.




     (f)      If Incentive Stock Options are granted to any participant
who, at the time such option is granted, would own (within the
meaning of Section 422 of the Code) stock possessing more than 10%
of the total combined voting power of all classes of stock of the
employer corporation or of its parent or subsidiary corporation,
(i) the option price for such Incentive Stock Options shall be not
less than 110% of the Fair Market Value of the Common Stock subject
to the option on the date of grant and (ii) such Incentive Stock
Options shall expire no later than five years after the date of
grant.



     7.      Stock Appreciation Rights. An SAR is a right to receive, without
payment to the Company, a number of shares of Common Stock, cash or any
combination thereof, the amount of which is determined pursuant to the formula
set forth in Section 7.4. An SAR may be granted (a) with respect to any stock
option granted under this Plan, either concurrently with the grant of such
stock option or at such later time as determined by the Committee (as to all or
any portion of the shares of Common Stock subject to the stock option), or (b)
alone, without reference to any related stock option. Each SAR granted by the
Committee under this Plan shall be subject to the following terms and
conditions:




     7.1.      Number. Each SAR granted to any participant shall relate to
such number of shares of Common Stock as shall be determined by the
Committee, subject to adjustment as provided in Section 11.6. In the
case of an SAR granted with respect to a stock option, the number of
shares of Common Stock to which the SAR pertains shall be reduced in the
same proportion that the holder of the option exercises the related stock
option.




     7.2.      Duration. Subject to earlier termination as provided in
Section 11.4, the term of each SAR shall be determined by the Committee
but shall not exceed ten years and one day from the date of grant.
Unless otherwise provided by the Committee, each SAR shall become
exercisable at such time or times, to such extent and upon such
conditions as the stock option, if any, to which it relates is
exercisable. The Committee may in its discretion accelerate the
exercisability of any SAR.




     7.3.      Exercise. An SAR may be exercised, in whole or in part, by
giving written notice to the Company, specifying the number of SARs which
the holder wishes to



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exercise. Upon receipt of such written notice, the Company shall,
within 90 days thereafter, deliver to the exercising holder certificates
for the shares of Common Stock or cash or both, as determined by the
Committee, to which the holder is entitled pursuant to Section 7.4.




     7.4.      Payment. Subject to the right of the Committee to deliver cash
in lieu of shares of Common Stock (which, as it pertains to officers and
directors of the Company, shall comply with all requirements of the 1934
Act), the number of shares of Common Stock which shall be issuable upon
the exercise of an SAR shall be determined by dividing:




     (a)      the number of shares of Common Stock as to which the SAR
is exercised multiplied by the amount of the appreciation in such
shares (for this purpose, the “appreciation” shall be the amount by
which the Fair Market Value of the shares of Common Stock subject
to the SAR on the exercise date exceeds (1) in the case of an SAR
related to a stock option, the purchase price of the shares of
Common Stock under the stock option or (2) in the case of an SAR
granted alone, without reference to a related stock option, an
amount which shall be determined by the Committee at the time of
grant, subject to adjustment under Section 11.6); by




     (b)      the Fair Market Value of a share of Common Stock on the
exercise date.




     In lieu of issuing shares of Common Stock upon the exercise of a
SAR, the Committee may elect to pay the holder of the SAR cash equal to
the Fair Market Value on the exercise date of any or all of the shares
which would otherwise be issuable. No fractional shares of Common Stock
shall be issued upon the exercise of an SAR; instead, the holder of the
SAR shall be entitled to receive a cash adjustment equal to the same
fraction of the Fair Market Value of a share of Common Stock on the
exercise date or to purchase the portion necessary to make a whole share
at its Fair Market Value on the date of exercise.



     8.      Stock Awards and Restricted Stock. A stock award consists of the
transfer by the Company to a participant of shares of Common Stock, without
other payment therefor, as additional compensation for services to the Company.
A share of restricted stock consists of shares of Common Stock which are sold
or transferred by the Company to a participant at a price determined by the
Committee (which price shall be at least equal to the minimum price required by
applicable law for the issuance of a share of Common Stock) and subject to
restrictions on their sale or other transfer by the participant. The transfer
of Common Stock pursuant to stock awards and the transfer and sale of
restricted stock shall be subject to the following terms and conditions:



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     8.1.      Number of Shares. The number of shares to be transferred or
sold by the Company to a participant pursuant to a stock award or as
restricted stock shall be determined by the Committee.




     8.2.      Sale Price. The Committee shall determine the price, if any,
at which shares of restricted stock shall be sold to a participant, which
may vary from time to time and among participants and which may be below
the Fair Market Value of such shares of Common Stock at the date of sale.




     8.3.      Restrictions. All shares of restricted stock transferred or
sold hereunder shall be subject to such restrictions as the Committee may
determine, including, without limitation any or all of the following:




     (a)      a prohibition against the sale, transfer, pledge or other
encumbrance of the shares of restricted stock, such prohibition to
lapse at such time or times as the Committee shall determine
(whether in annual or more frequent installments, at the time of
the death, disability or retirement of the holder of such shares,
or otherwise);




     (b)      a requirement that the holder of shares of restricted
stock forfeit, or (in the case of shares sold to a participant)
resell back to the Company at his or her cost, all or a part of
such shares in the event of termination of his or her employment or
consulting engagement during any period in which such shares are
subject to restrictions;




     (c)      such other conditions or restrictions as the Committee may
deem advisable.




     8.4.      Escrow. In order to enforce the restrictions imposed by the
Committee pursuant to Section 8.3, the participant receiving restricted
stock shall enter into an agreement with the Company setting forth the
conditions of the grant. Shares of restricted stock shall be registered
in the name of the participant and deposited, together with a stock power
endorsed in blank, with the Company. Each such certificate shall bear a
legend in substantially the following form:




     The transferability of this certificate and the shares
of Common Stock represented by it are subject to the
terms and conditions (including conditions of
forfeiture) contained in the 2004 Stock Incentive Plan
of WPT Enterprises, Inc. (the “Company”), and an
agreement entered into between the registered owner
and the Company. A copy of the Plan and the agreement
is on file in the office of the secretary of the
Company.




     8.5.      End of Restrictions. Subject to Section 11.5, at the end of
any time period during which the shares of restricted stock are subject
to forfeiture and restrictions on



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transfer, such shares will be delivered free of all restrictions to
the participant or to the participant’s legal representative, beneficiary
or heir.




     8.6.      Stockholder. Subject to the terms and conditions of the Plan,
each participant receiving restricted stock shall have all the rights of
a stockholder with respect to shares of stock during any period in which
such shares are subject to forfeiture and restrictions on transfer,
including without limitation, the right to vote such shares. Dividends
paid in cash or property other than Common Stock with respect to shares
of restricted stock shall be paid to the participant currently.



     9.      Performance Shares. A performance share consists of an award which
shall be paid in shares of Common Stock, as described below. The grant of
performance share shall be subject to such terms and conditions as the
Committee deems appropriate, including the following:




     9.1.      Performance Objectives. Each performance share will be subject
to performance objectives for the Company or one of its operating units
to be achieved by the end of a specified period. The number of
performance shares granted shall be determined by the Committee and may
be subject to such terms and conditions, as the Committee shall
determine. If the performance objectives are achieved, each participant
will be paid in shares of Common Stock or cash. If such objectives are
not met, each grant of performance shares may provide for lesser payments
in accordance with formulas established in the award.




     9.2.      Not Stockholder. The grant of performance shares to a
participant shall not create any rights in such participant as a
stockholder of the Company, until the payment of shares of Common Stock
with respect to an award.




     9.3.      No Adjustments. No adjustment shall be made in performance
shares granted on account of cash dividends which may be paid or other
rights which may be issued to the holders of Common Stock prior to the
end of any period for which performance objectives were established.




     9.4.      Expiration of Performance Share. If any participant’s
employment or consulting engagement with the Company is terminated for
any reason other than normal retirement, death or disability prior to the
achievement of the participant’s stated performance objectives, all the
participant’s rights on the performance shares shall expire and terminate
unless otherwise determined by the Committee. In the event of
termination of employment or consulting by reason of death, disability,
or normal retirement, the Committee, in its own discretion may determine
what portions, if any, of the performance shares should be paid to the
participant.



     10.      Cash Awards. A cash award consists of a monetary payment made by the
Company to a participant as additional compensation for his or her services to
the Company. Payment of a cash award will normally depend on achievement of
performance objectives by the



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Company or by individuals. The amount of any monetary payment
constituting a cash award shall be determined by the Committee in its sole
discretion. Cash awards may be subject to other terms and conditions, which
may vary from time to time and among participants, as the Committee determines
to be appropriate.



     11.      General.




     11.1.      Effective Date. The Plan will become effective upon its
approval by the Company’s stockholders. Unless approved within one year
after the date of the Plan’s adoption by the board of directors, the Plan
shall not be effective for any purpose.




     11.2.      Duration. The Plan shall remain in effect until all
Incentives granted under the Plan have either been satisfied by the
issuance of shares of Common Stock or the payment of cash or been
terminated under the terms of the Plan and all restrictions imposed on
shares of Common Stock in connection with their issuance under the Plan
have lapsed. No Incentives may be granted under the Plan after the tenth
anniversary of the date the Plan is approved by the stockholders of the
Company.




     11.3.      Non-transferability of Incentives. No stock option, SAR,
restricted stock or performance award may be transferred, pledged or
assigned by the holder thereof (except, in the event of the holder’s
death, by will or the laws of descent and distribution to the limited
extent provided in the Plan or the Incentive), or pursuant to a qualified
domestic relations order as defined by the Code or Title I of the
Employee Retirement Income Security Act, or the rules thereunder, and the
Company shall not be required to recognize any attempted assignment of
such rights by any participant. Notwithstanding the preceding sentence,
stock options may be transferred by the holder thereof to Employee’s
spouse, children, grandchildren or parents (collectively, the “Family
Members”), to trusts for the benefit of Family Members, to partnerships
or limited liability companies in which Family Members are the only
partners or shareholders, or to entities exempt from federal income
taxation pursuant to Section 501(c)(3) of the Internal Revenue Code of
1986, as amended. During a participant’s lifetime, a stock option may
be exercised only by him or her, by his or her guardian or legal
representative or by the transferees permitted by the preceding sentence.




     11.4.      Effect of Termination or Death. In the event that a
participant ceases to be an employee of or consultant to the Company for
any reason, including death, any Incentives may be exercised or shall
expire at such times as may be determined by the Committee.




     11.5.      Additional Condition. Notwithstanding anything in this Plan
to the contrary: (a) the Company may, if it shall determine it necessary
or desirable for any reason, at the time of award of any Incentive or the
issuance of any shares of Common Stock pursuant to any Incentive, require
the recipient of the Incentive, as a condition to the receipt thereof or
to the receipt of shares of Common Stock issued pursuant thereto, to
deliver to the Company a written representation of present intention to
acquire the Incentive or the shares of Common Stock issued pursuant
thereto for his or her own account for investment and not for
distribution; and (b) if at any time the Company



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further determines, in its sole discretion, that the listing,
registration or qualification (or any updating of any such document) of
any Incentive or the shares of Common Stock issuable pursuant thereto is
necessary on any securities exchange or under any federal or state
securities or blue sky law, or that the consent or approval of any
governmental regulatory body is necessary or desirable as a condition of,
or in connection with the award of any Incentive, the issuance of shares
of Common Stock pursuant thereto, or the removal of any restrictions
imposed on such shares, such Incentive shall not be awarded or such
shares of Common Stock shall not be issued or such restrictions shall not
be removed, as the case may be, in whole or in part, unless such listing,
registration, qualification, consent or approval shall have been effected
or obtained free of any conditions not acceptable to the Company.




     11.6.      Adjustment. In the event of any recapitalization, stock
dividend, stock split, combination of shares or other change in the
Common Stock, the number of shares of Common Stock then subject to the
Plan, including shares subject to restrictions, options or achievements
of performance shares, shall be adjusted in proportion to the change in
outstanding shares of Common Stock. In the event of any such
adjustments, the purchase price of any option, the performance objectives
of any Incentive, and the shares of Common Stock issuable pursuant to any
Incentive shall be adjusted as and to the extent appropriate, in the
discretion of the Committee, to provide participants with the same
relative rights before and after such adjustment.




     11.7.      Incentive Plans and Agreements. Except in the case of stock
awards or cash awards, the terms of each Incentive shall be stated in a
plan or agreement approved by the Committee. The Committee may also
determine to enter into agreements with holders of options to reclassify
or convert certain outstanding options, within the terms of the Plan, as
Incentive Stock Options or as non-statutory stock options and in order to
eliminate SARs with respect to all or part of such options and any other
previously issued options.




     11.8.      Withholding.




     (a)      The Company shall have the right to withhold from any
payments made under the Plan or to collect as a condition of
payment, any taxes required by law to be withheld. At any time
when a participant is required to pay to the Company an amount
required to be withheld under applicable income tax laws in
connection with a distribution of Common Stock or upon exercise of
an option or SAR, the participant may satisfy this obligation in
whole or in part by electing (the “Election”) to have the Company
withhold from the distribution shares of Common Stock having a
value up to the minimum amount of withholding taxes required to be
collected on the transaction. The value of the shares to be
withheld shall be based on the Fair Market Value of the Common
Stock on the date that the amount of tax to be withheld shall be
determined (“Tax Date”).



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     (b)      Each Election must be made prior to the Tax Date. The
Committee may disapprove of any Election, may suspend or terminate
the right to make Elections, or may provide with respect to any
Incentive that the right to make Elections shall not apply to such
Incentive. An Election is irrevocable.




     11.9.      No Continued Employment, Engagement or Right to Corporate
Assets. No participant under the Plan shall have any right, because of
his or her participation, to continue in the employ of the Company for
any period of time or to any right to continue his or her present or any
other rate of compensation. Nothing contained in the Plan shall be
construed as giving an employee, a consultant, such persons’
beneficiaries or any other person any equity or interests of any kind in
the assets of the Company or creating a trust of any kind or a fiduciary
relationship of any kind between the Company and any such person.




     11.10.      Deferral Permitted. Payment of cash or distribution of any
shares of Common Stock to which a participant is entitled under any
Incentive shall be made as provided in the Incentive. Payment may be
deferred at the option of the participant if provided in the Incentive.




     11.11.      Amendment of the Plan. The Board may amend or discontinue
the Plan at any time. However, no such amendment or discontinuance shall
change or impair, without the consent of the recipient, an Incentive
previously granted. Further, no such amendment shall, without approval of
the shareholders of the Company, (a) increase the maximum number of
shares of Common Stock which may be issued to all participants under the
Plan, (b) change or expand the types of Incentives that may be granted
under the Plan, (c) change the class of persons eligible to receive
Incentives under the Plan, or (d) materially increase the benefits
accruing to participants under the Plan.




     11.12      Sale, Merger, Exchange or Liquidation. Unless otherwise
provided in the agreement for the stock option or other Incentive, in the
event of an acquisition of the Company through the sale of substantially
all of the Company’s assets and the consequent discontinuance of its
business or through a merger, consolidation, exchange, reorganization,
reclassification, extraordinary dividend, divestiture or liquidation of
the Company (collectively referred to as a “transaction”), the Board may
provide for one or more of the following:




     (1) the equitable acceleration of the exercisability of any
outstanding options and the lapsing of the risks of forfeiture on any
restricted stock awards;




     (2) the complete termination of this Plan, the cancellation of
outstanding options not exercised prior to a date specified by the Board
(which date shall give Participants a reasonable period of time in which
to exercise the options prior to the effectiveness of such transaction),
and the cancellation of any restricted stock awards for which the risks
of forfeiture have not lapsed;



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     (3) that Participants holding outstanding stock options shall
receive, with respect to each share of Common Stock subject to such
options, as of the effective date of any such transaction, cash in an
amount equal to the excess, if any, of the Fair Market Value of such
Common Stock on the date immediately preceding the effective date of such
transaction over the option price per share of such options, and that
such stock options shall be cancelled; provided that the Board may, in
lieu of such cash payment, distribute to such Participants shares of
stock of the Company or shares of stock of any corporation succeeding the
Company by reason of such transaction, such shares having a value equal
to the cash payment herein;




     (4) that Participants holding outstanding restricted stock awards
shall receive, with respect to each share of Common Stock subject to such
awards, as of the effective date of any such transaction, cash in an
amount equal to the Fair Market Value of such Common Stock on the date
immediately preceding the effective date of such transaction; provided
that the Board may, in lieu of such cash payment, distribute to such
Participants shares of stock of the Company or shares of stock of any
corporation succeeding the Company by reason of such transaction, such
shares having a value equal to the cash payment herein;




     (5) the continuance of the Plan with respect to the exercise of
options which were outstanding as of the date of adoption by the Board of
such plan for such transaction and provide to Participants holding such
options the right to exercise their respective options as to an
equivalent number of shares of stock of the corporation succeeding the
Company by reason of such transaction; and




     (6) the continuance of the Plan with respect to restricted stock
awards for which the risks of forfeiture have not lapsed as of the date
of adoption by the Board of such plan for such transaction and provide to
Participants holding such awards the right to receive an equivalent
number of shares of stock of the corporation succeeding the Company by
reason of such transaction.




     The Board may restrict the rights of or the applicability of this
Section 11.12 to the extent necessary to comply with Section 16(b) of the
Securities Exchange Act of 1934, the Internal Revenue Code or any other
applicable law or regulation. The grant of an option or restricted stock
award pursuant to the Plan shall not limit in any way the right or power
of the Company to make adjustments, reclassifications, reorganizations or
changes of its capital or business structure or to merge, exchange or
consolidate or to dissolve, liquidate, sell or transfer all or any part
of its business or assets.




     11.13.      Definition of Fair Market Value. For purposes of this Plan,
the “Fair Market Value” of a share of Common Stock at a specified date
shall, unless otherwise expressly provided in this Plan, be the amount
which the Committee or the board of directors of the Company determines
in good faith to be 100% of the fair market value of such a share as of
the date in question; provided, however, that notwithstanding the
foregoing, if such shares are listed on a U.S. securities exchange or are
quoted on the



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Nasdaq National Market or Nasdaq Small-Cap Market (“Nasdaq”), then
Fair Market Value shall be determined by reference to the last sale price
of a share of Common Stock on such U.S. securities exchange or Nasdaq on
the applicable date. If such U.S. securities exchange or Nasdaq is
closed for trading on such date, or if the Common Stock does not trade on
such date, then the last sale price used shall be the one on the date the
Common Stock last traded on such U.S. securities exchange or Nasdaq.




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