EXHIBIT 4.1


 


AMERICAN BANK
NOTE HOLOGRAPHICS, INC.

2005 STOCK INCENTIVE PLAN


 


1.             Purpose.  The purpose of the American Bank Note
Holographics, Inc. 2005 Stock Incentive Plan is to establish a flexible
vehicle through which the Company can attract, motivate, reward and retain key
personnel of the Company and its affiliates through the use of equity-based
incentive compensation awards.


 


2.             Definitions.  For purposes of the Plan, the following terms
shall have the following meanings:


 


(a)           “Award”
shall mean any Option, SAR, Restricted Stock, Deferred Stock, Performance Award
or Other Stock-Based Award granted to a participant under the Plan.


 


(b)           “Board”
shall mean the Board of Directors of the Company.


 


(c)           “Change
in Control” shall mean: (i) a consolidation or merger in which the Company
is not the surviving corporation or which results in the acquisition of all or
substantially all of the Company’s outstanding shares of Common Stock by a
single person or entity or by a group of persons and/or entities acting in
concert, (ii) the sale or other disposition of all or substantially all of
the Company’s assets or (iii) the approval by the stockholders of the
Company of a plan of complete liquidation or dissolution of the Company.


 


(d)           “Code”
shall mean the Internal Revenue Code of 1986, as amended.


 


(e)           “Committee”
shall mean the Compensation Committee of the Board or such other committee
appointed by the Board to administer the Plan from time to time.  The full Board may perform any function of
the Committee hereunder, in which case the term “Committee” shall refer to the
Board.


 


(f)            “Common
Stock” shall mean the Company’s common stock, par value $0.01.


 


(g)           “Company”
shall mean American Bank Note Holographics, Inc., a Delaware corporation,
and any successor thereto.


 


(h)           “Deferred
Stock” means a right, granted to a participant under Section 6(e), to
receive Common Stock or other Awards or a combination thereof at the end of a
specified deferral period.  Deferred
Stock may be denominated as “stock units,” “restricted stock units,” “phantom
shares,” “performance shares,” or other appellations.


 


(i)            “Effective
Date” shall mean the date on which the Plan is approved by the Company’s
stockholders.


 





















 


(j)            “Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended.


 


(k)           “Fair
Market Value” shall mean the fair market value of the Common Stock as
determined in good faith by the Committee or under procedures established by
the Committee.  Unless otherwise
determined by the Committee, the Fair Market Value of the Common Stock as of
any given date shall be the closing sale price per share of Common Stock
reported on a consolidated basis for securities listed on the principal stock
exchange or market on which the Common Stock is traded on the date as of which
such value is being determined or, if there is no sale on that day, then on the
last previous day on which a sale was reported.


 


(l)            “Option”
means a right, granted to a participant under Section 6(b), to purchase Common
Stock at a specified price during specified time periods.


 


(m)          “Other
Stock-Based Awards” means Awards granted to a participant under Section 6(f).


 


(n)           “Performance
Awards” means Awards granted to a participant under Section 6(g).


 


(o)           “Plan”
shall mean this American Bank Note Holographics, Inc. 2005 Stock Incentive
Plan, as amended from time to time.


 


(p)           “Restricted
Stock” means Common Stock granted to a participant under Section 6(d) which
is subject to certain restrictions and to a risk of forfeiture.


 


(q)           “Securities
Act” shall mean the Securities Act of 1933, as amended.


 


(r)            “Stock
Appreciation Right” or “SAR” means a right granted to a participant under Section 6(c).


 


3.             Administration.


 


(a)           Committee.
The Plan will be administered by the Committee.  Notwithstanding the foregoing, the Board will
have sole responsibility and authority for matters relating to the grant and
administration of Awards to non-employee directors of the Company, and
reference herein to the Committee with respect to any such matters will be
deemed to refer to the Board.


 


(b)           Responsibility
and Authority of Committee.  Subject
to the provisions of the Plan, the Committee, acting in its discretion, will
have responsibility and full power and authority to (i) select the persons
to whom Awards will be made, (ii) prescribe the terms and conditions of
each Award and make amendments thereto, (iii) construe, interpret and
apply the provisions of the Plan and of any agreement or other document
evidencing an Award made under the Plan, and (iv) make any and all
determinations and take any and all other actions as it deems necessary or
desirable in order to carry out the terms of the Plan.  In exercising its responsibilities under the
Plan, the Committee may obtain at the Company’s expense such


 


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advice, guidance
and other assistance from outside compensation consultants and other
professional advisers as it deems appropriate.


 


(c)           Delegation
of Authority.  To the fullest extent
authorized under Section 157(c) and other applicable provisions of
the Delaware General Corporation Law, the Committee may delegate to officers or
managers of the Company or any affiliate, or committees thereof, the authority,
subject to such terms as the Committee shall determine, to perform such functions,
including administrative functions, as the Committee may determine.


 


(d)           Committee
Actions.  A majority of the members
of the Committee shall constitute a quorum. 
The Committee may act by the vote of a majority of its members present
at a meeting at which there is a quorum or by unanimous written consent.  The decision of the Committee as to any
disputed question, including questions of construction, interpretation and
administration, shall be final and conclusive on all persons.  The Committee shall keep a record of its
proceedings and acts and shall keep or cause to be kept such books and records
as may be necessary in connection with the proper administration of the Plan.


 


(e)           Limitation
on Repricing.  Subject to the
provisions of Section 8, in no event shall any repricing (within the
meaning of any stock exchange or market on which the shares of Common Stock may
then be listed) of Awards granted under the Plan be permitted, without the
approval of the stockholders of the Company.


 


(f)            Indemnification.
 The Company shall indemnify and hold
harmless each member of the Board, the Committee or any subcommittee appointed
by the Committee and any employee of the Company who provides assistance with
the administration of the Plan from and against any loss, cost, liability
(including any sum paid in settlement of a claim with the approval of the
Board), damage and expense (including reasonable legal fees and other expenses
incident thereto and, to the extent permitted by applicable law, advancement of
such fees and expenses) arising out of or incurred in connection with the Plan,
unless and except to the extent attributable to such person’s fraud or willful
misconduct.


 


4.             Eligibility
and Certain Award Limitations.


 


(a)           Eligibility.  Awards may be granted under the Plan to any
member of the Board (whether or not an employee of the Company or its
affiliates), to any officer or other employee of the Company or its affiliates
(including prospective officers and employees) and to any consultant or other
independent contractor who performs or will perform services for the Company or
its affiliates.


 


(b)           Per-Person
Award Limitations.  In each fiscal
year during any part of which the Plan is in effect, an eligible person may be
granted Awards intended to qualify as “performance-based compensation” under Section 162(m)
of the Code relating to up to his Annual Share Limit.  Subject to adjustment as provided in Section 8
below, an eligible person’s “Annual Share Limit” shall equal, in any year
during any part of which the eligible person is then eligible under the Plan,
50,000 shares.


 


5.             Aggregate
Share Limitation.  Subject to
adjustment as provided in Section 8 below, the total number of shares of Common
Stock which may be issued pursuant to the Plan


 


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shall not exceed 1,600,000
shares (the “Authorized Shares”). 
In determining the number of Authorized Shares available for issuance
under the Plan at any time after the Effective Date, the following shares shall
be deemed not to have been issued (and will remain available for issuance)
pursuant to the Plan: (i) shares subject to an Award that is forfeited,
canceled, terminated or settled in cash, (ii) shares repurchased by the
Company from the recipient of an Award for not more than the original purchase
price of such shares or forfeited to the Company by the recipient of an Award,
and (iii) shares withheld or tendered by the recipient of an Award as
payment of the exercise or purchase price under an Award or the tax withholding
obligations associated with an Award.  Shares
of Common Stock available for issuance under the Plan may be either authorized
and unissued or held by the Company in its treasury.  No fractional shares of Common Stock may be
issued under the Plan.


 


6.             Specific
Terms of Awards.


 


(a)           General.  Awards may be granted on the terms and
conditions set forth in this Section 6. 
In addition, the Committee may impose on any Award or the exercise
thereof, at the date of grant or thereafter, such additional terms and conditions,
not inconsistent with the provisions of the Plan, as the Committee shall
determine, including terms requiring forfeiture of Awards in the event of
termination of employment or service by the participant and terms permitting a participant
to make elections relating to his or her Award. 
The Committee shall require the payment of lawful consideration for an
Award to the extent necessary to satisfy the requirements of the Delaware
General Corporation Law, and may otherwise require payment of consideration for
an Award except as limited by the Plan.


 


(b)           Options.  The Committee is authorized to grant Options
to participants on the following terms and conditions:


 


(i)            Exercise
Price.  The exercise price per share
of Common Stock purchasable under an Option shall be determined by the
Committee, provided that such exercise price shall be not less than the Fair
Market Value of a share of Common Stock on the date of grant of such Option.


 


(ii)           Option
Term; Time and Method of Exercise. 
The Committee shall determine the term of each Option, which in no event
shall exceed a period of ten years from the date of grant.  The Committee shall determine the time or
times at which or the circumstances under which an Option may be exercised in
whole or in part (including based on achievement of performance goals and/or
future service requirements), the methods by which such exercise price may be
paid or deemed to be paid and the form of such payment (including, cash, Common
Stock, other Awards or awards granted under other plans of the Company or any
affiliate, or other property (including through “cashless exercise”
arrangements, to the extent permitted by applicable law)), and the methods by
or forms in which Common Stock will be delivered or deemed to be delivered to participants.


 


(c)           Stock
Appreciation Rights.  The Committee
is authorized to grant SARs to participants on the following terms and
conditions:


 


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(i)            Right
to Payment.  A SAR shall confer on
the participant to whom it is granted a right to receive, upon exercise
thereof, the excess of (1) the Fair Market Value of one share of Common
Stock on the date of exercise over (2) the base price of the SAR as
determined by the Committee, which base price shall be not less than the Fair
Market Value of a share of Common Stock on the date of grant of such SAR.


 


(ii)           Other
Terms.  The Committee shall determine
at the date of grant or thereafter, the time or times at which and the
circumstances under which a SAR may be exercised in whole or in part (including
based on achievement of performance goals and/or future service requirements),
the method of exercise, method of settlement, method by or forms in which Common
Stock will be delivered or deemed to be delivered to participants, whether or
not a SAR shall be free-standing or in tandem or combination with any other
Award, and the maximum term of an SAR, which in no event shall exceed a period
of ten years from the date of grant.


 


(d)           Restricted
Stock.  The Committee is authorized
to grant Restricted Stock to participants on the following terms and
conditions:


 


(i)            Grant
and Restrictions.  Restricted Stock
shall be subject to such restrictions on transferability, risk of forfeiture
and other restrictions, if any, as the Committee may impose, which restrictions
may lapse separately or in combination, at such times, under such circumstances
(including based on achievement of performance goals and/or future service
requirements), in such installments or otherwise and under such other
circumstances as the Committee may determine at the date of grant or
thereafter.  Except to the extent
restricted under the terms of the Plan or any Award document relating to the
Restricted Stock, a participant granted Restricted Stock shall have all of the
rights of a stockholder, including the right to vote the Restricted Stock and
the right to receive dividends thereon (subject to any mandatory reinvestment
or other requirement imposed by the Committee).


 


(ii)           Forfeiture.  Except as otherwise determined by the
Committee, upon termination of employment or service during the applicable
restriction period, Restricted Stock that is at that time subject to
restrictions shall be forfeited and reacquired by the Company; provided that
the Committee may provide, by rule or regulation or in any Award document,
or may determine in any individual case, that restrictions or forfeiture
conditions relating to Restricted Stock will lapse in whole or in part,
including in the event of terminations resulting from specified causes.


 


(iii)          Certificates
for Stock.  Restricted Stock granted
under the Plan may be evidenced in such manner as the Committee shall
determine.  If certificates representing
Restricted Stock are registered in the name of the participant, the Committee
may require that such certificates bear an appropriate legend referring to the
terms, conditions and restrictions applicable to such Restricted Stock, that
the Company retain physical possession of the certificates, and that the participant
deliver a stock power to the Company, endorsed in blank, relating to the
Restricted Stock.


 


(iv)          Dividends
and Splits.  As a condition to the
grant of an Award of Restricted Stock, the Committee may require that any
dividends paid on a share of Restricted


 


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Stock shall be
either (1) paid with respect to such Restricted Stock at the dividend
payment date in cash, in kind, or in a number of shares of unrestricted Common
Stock having a Fair Market Value equal to the amount of such dividends, or (2) automatically
reinvested in additional Restricted Stock or held in kind, subject to the same
terms as applied to the original Restricted Stock to which it relates.  Unless otherwise determined by the Committee,
Common Stock distributed in connection with a stock split or stock dividend,
and other property distributed as a dividend, shall be subject to restrictions
and a risk of forfeiture to the same extent as the Restricted Stock with
respect to which such Common Stock or other property has been distributed.


 


(e)           Deferred
Stock.  The Committee is authorized
to grant Deferred Stock to participants, which are rights to receive Common
Stock, other Awards, or a combination thereof at the end of a specified
deferral period, subject to the following terms and conditions:


 


(i)            Award
and Restrictions.  Issuance of Common
Stock will occur upon expiration of the deferral period specified for an Award
of Deferred Stock by the Committee.  In
addition, Deferred Stock shall be subject to such restrictions on
transferability, risk of forfeiture and other restrictions, if any, as the
Committee may impose, which restrictions may lapse at the expiration of the
deferral period or at earlier specified times (including based on achievement
of performance goals and/or future service requirements), separately or in
combination, in installments or otherwise, and under such other circumstances
as the Committee may determine at the date of grant or thereafter.  Deferred Stock may be satisfied by delivery
of Common Stock, other Awards, or a combination thereof, as determined by the
Committee at the date of grant or thereafter.


 


(ii)           Forfeiture.  Except as otherwise determined by the
Committee, upon termination of employment or service during the applicable deferral
period or portion thereof to which forfeiture conditions apply (as provided in
the Award document evidencing the Deferred Stock), all Deferred Stock that is
at that time subject to such forfeiture conditions shall be forfeited; provided
that the Committee may provide, by rule or regulation or in any Award
document, or may determine in any individual case, that restrictions or
forfeiture conditions relating to Deferred Stock will lapse in whole or in
part, including in the event of terminations resulting from specified causes.


 


(iii)          Dividend
Equivalents.  Unless otherwise
determined by the Committee, dividend equivalents on the specified number of
shares of Common Stock covered by an Award of Deferred Stock shall be either (1) paid
with respect to such Deferred Stock at the dividend payment date in cash or in
shares of unrestricted Common Stock having a Fair Market Value equal to the
amount of such dividends, or (2) deferred with respect to such Deferred
Stock, with the amount or value thereof automatically deemed reinvested in
additional Deferred Stock.


 


(f)            Other
Stock-Based Awards.  The Committee is
authorized, subject to limitations under applicable law, to grant to participants
such other Awards that may be denominated or payable in, valued in whole or in
part by reference to, or otherwise based on, or related to, Common Stock or
factors that may influence the value of Common Stock, including, without
limitation, stock bonuses, dividend equivalents, convertible or exchangeable
debt securities, other rights convertible or exchangeable into Common Stock,
purchase rights for


 


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Common Stock,
Awards with value and payment contingent upon performance of the Company or
business units thereof or any other factors designated by the Committee, and
Awards valued by reference to the book value of Common Stock or the value of
securities of or the performance of specified subsidiaries or affiliates or
other business units and awards designed to comply with or take advantage of
other applicable local laws or jurisdictions other than the United States.  The Committee shall determine the terms and
conditions of such Awards.


 


(g)           Performance
Awards.  The Committee is authorized
to grant Performance Awards to eligible persons on the following terms and
conditions:


 


(i)            Generally.  The Committee may specify that any Award
granted under the Plan shall constitute a Performance Award by conditioning the
grant, exercise, vesting or settlement, and the timing thereof, upon achievement
or satisfaction of such performance conditions as may be specified by the
Committee.  The Committee may use such
business criteria and other measures of performance as it may deem appropriate
in establishing any performance conditions, and may exercise its discretion to
reduce or increase the amounts payable under any award subject to performance
conditions, except as limited under this Section 6(g) in the case of
a Performance Award intended to qualify as “performance-based compensation”
under Section 162(m) of the Code.


 


(ii)           Awards
exempt under Section 162(m) of the Code.  If the Committee determines that an Award
should qualify as “performance-based compensation” for purposes of Section 162(m)
of the Code (other than Options or SARs which otherwise qualify as “performance-based
compensation” for purposes of Section 162(m) of the Code), the grant,
exercise, vesting and/or settlement of such Performance Award shall be
contingent upon achievement of one or more preestablished, objective
performance goals.  The performance goal
or goals for such Performance Awards shall consist of one or more business
criteria and a targeted level or levels of performance with respect to each of
such criteria, as specified by the Committee consistent with this subsection (ii).  One or more of the following business
criteria for the Company, on a consolidated basis, and/or, where appropriate,
for specified subsidiaries or affiliates or other business units of the
Company, shall be used by the Committee in establishing performance goals for
such Performance Awards: (1) revenues on a corporate or product by product
basis; (2) earnings from operations, earnings before or after taxes,
earnings before or after interest, depreciation, amortization, incentives,
service fees or extraordinary or special items; (3) net income or net
income per common share (basic or diluted); (4) return on assets, return
on investment, return on capital, or return on equity; (5) cash flow, free
cash flow, cash flow return on investment, or net cash provided by operations; (6) economic
value created or added; (7) operating margin or profit margin; and/or (8) stock
price, dividends or total stockholder return. 
The targeted level or levels of performance with respect to such
business criteria may be established at such levels and in such terms as the
Committee may determine, in its discretion, including in absolute terms, as a
goal relative to performance in prior periods, or as a goal compared to the
performance of one or more comparable companies or an index covering multiple
companies.  All determination by the
Committee as to the establishment of performance goals, the amount potentially
payable in respect of Performance Awards, the level of actual achievement of the
specified performance goals relating to Performance Awards and the amount of
any final Performance Award shall be recorded in writing.  Specifically, the Committee shall certify in
writing, in a manner conforming to applicable regulations under Section 162(m)
of the


 


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Code, prior to
settlement of each such award, that the performance objective relating to the
Performance Award and other material terms of the Award upon which settlement
of the award was conditioned have been satisfied.


 


7.             Limits
on Transferability; Beneficiaries. 
No Award or other right or interest of a participant under the Plan
shall be pledged, hypothecated or otherwise encumbered or subject to any lien,
obligation or liability of such participant to any party (other than the
Company or an affiliate thereof), or assigned or transferred by such
participant otherwise than by will or the laws of descent and distribution or
to a beneficiary upon the death of a participant, and such Awards or rights
that may be exercisable shall be exercised during the lifetime of the
participant only by the participant or his or her guardian or legal
representative, except that Awards (other
than Options intended to qualify as “incentive stock options”  (as defined in Section 422 of the Code))
and other rights may be transferred to one or more transferees during the
lifetime of the participant, and may be exercised by such transferees in
accordance with the terms of such Award, but only if and to the extent such
transfers are permitted by the Committee, subject to any terms and conditions
which the Committee may impose thereon. 
A beneficiary, transferee, or other person claiming any rights under the
Plan from or through any participant shall be subject to all terms and
conditions of the Plan and any Award document applicable to such participant,
except as otherwise determined by the Committee, and to any additional terms
and conditions deemed necessary or appropriate by the Committee.  For purposes hereof, “beneficiary” shall mean
the legal representatives of the participant’s estate entitled by will or the
laws of descent and distribution to receive the benefits under a participant’s
Award upon a participant’s death, provided that, if and to the extent
authorized by the Committee, a participant may be permitted to designate a
beneficiary, in which case the “beneficiary” instead will be the person,
persons, trust or trusts (if any are then surviving) which have been designated
by the participant in his or her most recent written beneficiary designation
filed with the Committee to receive the benefits specified under the
participant’s Award upon such participant’s death.


 


8.             Capital
Changes, Reorganization, Sale.


 


(a)           Adjustments
upon Changes in Capitalization.  The
aggregate number and class of Authorized Shares, the aggregate number and class
of shares referenced by the Annual Share Limit, the number and class of shares
and the exercise price per share covered by each outstanding Option, the number
and class of shares and the base price per share covered by each outstanding
SAR, the number and class of shares covered by each outstanding Deferred Stock
Award, Performance Award and Other Stock-Based Award, any per-share base or
purchase price or target market price included in the terms of any such Award,
and any related terms shall all be adjusted proportionately or as otherwise
appropriate to reflect any increase or decrease in the number of issued shares
of Common Stock resulting from a split-up or consolidation of shares or any
like capital adjustment, or the payment of any stock dividend, and/or to
reflect a change in the character or class of shares covered by the Plan
arising from a readjustment or recapitalization of the Company’s capital stock.


 


(b)           Effect
of Change in Control on Options and SARs. 
Each outstanding Option and SAR at the time of a Change in Control that
is not otherwise fully exercisable shall automatically accelerate so that each
such Option or SAR shall, at least fifteen (15) days prior to the Change in
Control, become fully exercisable (and the Board shall notify each participant
of


 


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such acceleration
at least fifteen (15) days prior to the Change in Control), provided that no
acceleration of exercisability shall occur with respect to an outstanding
Option or SAR if and to the extent such Option or SAR is, in connection with
the Change in Control, to be assumed or otherwise continued in full force or
effect by the successor entity (or parent thereof) pursuant to the terms of the
Change in Control transaction.  Upon the
consummation of the Change in Control, all outstanding Options and SARs shall
terminate and cease to be outstanding, except to the extent assumed by the
successor entity (or parent thereof) or otherwise expressly continued in full
force and effect pursuant to the terms of the Change in Control
transaction.  Each Option and SAR which
is assumed (or is otherwise to continue in effect) in connection with a Change
in Control shall be appropriately adjusted, immediately after such Change in
Control, to apply to the number and class of securities which would have been
issuable to the participant upon consummation of such Change in Control had the
Option or SAR been exercised immediately prior to such Change in Control,
provided the aggregate exercise price of each Option and the aggregate base
price for each SAR shall remain the same. 
The Committee, acting in its discretion, may accelerate vesting of
Restricted Stock, Deferred Stock, Other Stock-Based Awards and Performance Awards,
provide for cash settlement and/or make such other adjustments to the terms of
such awards as it deems appropriate in the context of a Change in Control,
taking into account the manner in which outstanding Options and SARs are being
treated.


 


(c)           Fractional
Shares.  In the event of any
adjustment in the number of shares covered by any Award pursuant to the
provisions hereof, any fractional shares resulting from such adjustment will be
disregarded and each such Award will cover only the number of full shares
resulting from the adjustment.


 


(d)           Determination
of Board to be Final.  All
adjustments under this Section 8 shall be made by the Board, and its
determination as to what adjustments shall be made, and the extent thereof,
shall be final, binding and conclusive.


 


9.             Tax
Withholding.  As a condition to the
exercise of any Award, the delivery of any shares of Common Stock pursuant to
any Award, the lapse of restrictions on any Award or the settlement of any
Award, or in connection with any other event that gives rise to a federal or
other governmental tax withholding obligation on the part of the Company or an affiliate
relating to an Award, the Company and/or the affiliate may (a) deduct or
withhold (or cause to be deducted or withheld) from any payment or distribution
to an Award recipient whether or not pursuant to the Plan or (b) require
the recipient to remit cash (through payroll deduction or otherwise), in each
case in an amount sufficient in the opinion of the Company to satisfy such
withholding obligation.  If the event
giving rise to the withholding obligation involves a transfer of shares of
Common Stock, then, at the sole discretion of the Committee, the recipient may
satisfy the withholding obligation described under this Section 9 by
electing to have the Company withhold shares of Common Stock or by tendering
previously-owned shares of Common Stock, in each case having a Fair Market Value
equal to the amount of tax to be withheld (or by any other mechanism as may be
required or appropriate to conform with local tax and other rules).  Other provisions of the Plan notwithstanding,
only the minimum amount of Common Stock deliverable in connection with an Award
necessary to satisfy statutory withholding requirements will be withheld,
except a greater amount of Common Stock may be withheld if such withholding
would not result in additional accounting expense to the Company.


 


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10.           Amendment
and Termination.  Except as may
otherwise be required by law or the requirements of any stock exchange or
market upon which the Common Stock may then be listed, the Board, acting in its
sole discretion and without further action on the part of the stockholders of
the Company, may amend the Plan at any time and from time to time and may
terminate the Plan at any time.  No
amendment or termination may affect adversely any outstanding award without the
written consent of the award recipient.


 


11.           General
Provisions.


 


(a)           Compliance
with Law.  The Company will not be
obligated to issue or deliver shares of Common Stock pursuant to the Plan
unless the issuance and delivery of such shares complies with applicable law,
including, without limitation, the Securities Act, the Exchange Act and the
requirements of any stock exchange or market upon which the Common Stock may
then be listed, and shall be further subject to the approval of counsel to the
Company with respect to such compliance.


 


(b)           Transfer
Orders; Placement of Legends.  All
certificates for shares of Common Stock delivered under the Plan shall be
subject to such stock-transfer orders and other restrictions as the Company may
deem advisable under the rules, regulations, and other requirements of the
Securities and Exchange Commission, any stock exchange or market upon which the
Common Stock may then be listed, and any applicable federal or state securities
law.  The Company may cause a legend or
legends to be placed on any such certificates to make appropriate reference to
such restrictions.


 


(c)           No
Employment or other Rights.  Nothing
contained in the Plan or in any Award agreement shall confer upon any recipient
of an Award any right with respect to the continuation of his or her employment
or service with the Company or an affiliate or interfere in any way with the right
of the Company and its affiliates at any time to terminate such employment or
service or to increase or decrease, or otherwise adjust, the other terms and
conditions of the recipient’s employment or service.


 


(d)           Decisions
and Determinations Final.  Except to
the extent rights or powers under the Plan are reserved specifically to the
discretion of the Board, the Committee shall have full power and authority to
interpret the Plan and any Award agreement made under the Plan and to determine
all issues which arise thereunder or in connection therewith, and the decision
of the Board or the Committee, as the case may be, shall be binding and
conclusive on all interested persons.


 


(e)           Nonexclusivity
of the Plan.  No
provision of the Plan, and neither its adoption Plan by the Board or submission
to the stockholders for approval, shall be construed as creating any
limitations on the power of the Board or a committee thereof to adopt such
other incentive arrangements, apart from the Plan, as it may deem desirable.


 


12.           Governing
Law.  All rights and obligations
under the Plan and each Award agreement or instrument shall be governed by and
construed in accordance with the laws of the State of Delaware, without regard
to its principles of conflict of laws.


 


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13.           Term
of the Plan.  The Plan shall become
effective on the Effective Date.  Unless
sooner terminated by the Board, the Plan shall terminate on the tenth
anniversary of the Effective Date.  The
rights of any person with respect to an Award made under the Plan that is
outstanding at the time of the termination of the Plan shall not be affected
solely by reason of the termination of the Plan and shall continue in
accordance with the terms of the Award and of the Plan, as each is then in
effect or is thereafter amended.


 


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