**Exhibit 10.1****AMENDED AND RESTATED****SYNERGETICS USA, INC.****2001 STOCK PLAN**     1. ***Purposes of the Plan******.***The purposes of this Stock Plan are to attract and retainthe best available personnel for positions of substantial responsibility, to provide additionalincentive to Employees, Non-Employee members of the Board of Directors and Consultants (sometimesreferred to herein as “Participants”) of the Company and its Subsidiaries and to promote thesuccess of the Company’s business.     2. ***Certain Definitions******.***As used herein, the following definitions shall apply:          (a) “Award” or “Awards,” except where referring to a particularcategory of grant under the Plan, shall include Incentive Stock Options, Nonstatutory StockOptions, Restricted Stock Awards and Stock Awards.          (b) “Board” means the Board of Directors of the Company.          (c) “Code” means the Internal Revenue Code of 1986, as amended, includingany successor law thereto.          (d) “Committee” means any Committee appointed by the Board of Directors inaccordance with Section 4 of the Plan.          (e) “Common Stock” means the Common Stock, $0.001 par value per share, ofthe Company.          (f) “Company” means Synergetics USA, Inc., a Delaware corporation.          (g) “Consultant” means any person, including an advisor, including aNon-Employee Director, who is engaged by the Company or any Parent or Subsidiary to renderservices.          (h) “Continuous Status as an Employee” means the absence of any interruptionor termination of the employment relationship by the Company or any Subsidiary. Continuous Statusas an Employee shall not be considered interrupted in the case of: (i) sick leave; (ii) militaryleave; (iii) any other leave of absence approved by the Board, provided that such leave is for aperiod of not more than ninety (90) days, unless re-employment upon the expiration of such leave isguaranteed by contract or statute, or unless provided otherwise pursuant to Company policy adoptedfrom time to time; or (iv) transfers between locations of the Company or between the Company, itsSubsidiaries or its successor.          (i) “Employee” means any person, including officers and Directors, employedby the Company or any Parent or Subsidiary of the Company.          (j) “Exchange Act” means the Securities Exchange Act of 1934, as amended.
 

 
          (k) “Fair Market Value” means: (i) if the Common Stock is traded in theover-the-counter market and bid and ask prices are reported by a nationally recognized service, theFair Market Value on any given date shall be the average of the highest bid and lowest asked pricesof the Common Stock reported for such date or, if no bid and asked prices were reported for suchdate, for the last day preceding such date for which such prices were reported; or (ii) if theCommon Stock is admitted to trading on a United States securities exchange, the NASDAQ NationalMarket or the NASDAQ Capital Market, the Fair Market Value on any date shall be the closing pricereported for the Common Stock on such exchange or system for such date or, if no sales werereported for such date, for the last day preceding such date for which a sale was reported; and(iiii) in the absence of an established market for the Common Stock, the Fair Market Value thereofshall be determined in good faith by the Plan Administrator.          (l) “Incentive Stock Option” means an Option intended to qualify as anincentive stock option within the meaning of Section 422 of the Code.          (m) “Nonstatutory Stock Option” means an Option not intended to qualify asan Incentive Stock Option.          (n) “Option” means a stock option granted pursuant to the Plan.          (o) “Optioned Stock” means the Common Stock subject to an Option.          (p) “Optionee” means an Employee or Consultant who receives an Option.          (q) “Parent” means a “parent corporation,” whether now or hereafterexisting, as defined in Section 424(e) of the Code.          (r) “Plan” means this Amended and Restated Synergetics USA, Inc. 2001 StockPlan.          (s) “Plan Administrator” means the Board or any of its Committees appointedpursuant to Section 4 of the Plan.          (t) “Restricted Stock” means shares of Common Stock acquired pursuant to aRestricted Stock Award under Section 12 below.          (u) “Restricted Stock Award” means any Award granted pursuant to Section 12of the Plan.          (v) “Share” means a share of the Common Stock, as may be adjusted from timeto time in accordance with Section 15 of the Plan.          (w) “Stock Award” means any award granted pursuant to Section 13 of thePlan.          (x) “Subsidiary” means a “subsidiary corporation,” whether now or hereafterexisting, as defined in Section 424(f) of the Code.          (y) “Termination for Cause” shall include, but not be limited to, a findingby the Board of the Participant’s: (i) performance of duties in an incompetent manner; (ii)commission of any act of fraud, insubordination, misappropriation or personal dishonesty relatingto or involving theCompany in any material way; (iii) gross negligence; (iv) violation of any express directionof the Company or any material violation of any rule, regulation, policy or plan established by theCompany
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from time to time regarding the conduct of its employees or its business; (v) violation ofany obligation of Participant’s consulting relationship or Continuous Status as an Employee withthe Company that is demonstrably willful and deliberate on the Participant’s part; (vi) disclosureor use of confidential information of the Company, other than as required in the performance of theParticipant’s duties; (vii) actions that are clearly contrary to the best interest of the Company;(viii) conviction of a crime constituting a felony or any other crime involving moral turpitude, orno conviction, but the substantial weight of credible evidence indicates that the Participant hascommitted such a crime; or (ix) the Participant’s use of alcohol or any unlawful controlledsubstance to an extent that it interferes with the performance of the Participant’s duties.     3. ***Stock Subject to the Plan******.***Subject to the provisions of Section 15 of the Plan,the maximum number of shares of Common Stock that may be issued under the Plan shall be One MillionThree Hundred Forty Five Thousand (1,345,000) shares. The shares of Common Stock underlying anyAwards which are forfeited, canceled, reacquired by the Company, satisfied without the issuance ofCommon Stock or otherwise terminated (other than by exercise) shall be added back to the number ofshares of Common Stock available for issuance under the Plan. Notwithstanding the foregoing,Options with respect to no more than One Hundred Thousand (100,000) shares of Common Stock may begranted to any one individual Participant during any one (1) calendar year period. Common Stock tobe issued under the Plan may be either authorized and unissued shares or shares held in treasury bythe Company.     4. ***Administration of the Plan******.***The Plan shall be administered by: (i) the full Board;or (ii) a committee of the Board comprised of two or more “Non-Employee Directors” within themeaning of Rule 16b-3(b)(3) promulgated under the Exchange Act. Subject to the provisions of thePlan, the Plan Administrator is authorized to: (a) construe the Plan and any Award under the Plan;  (b) select the Officers, Employees and Consultants of the Companyand its Subsidiaries to whom Awards may be granted;  (c) determine the number of shares of Common Stock to be covered byany Award;  (d) determine and modify from time to time the terms andconditions, including restrictions, of any Award and to approve the form ofwritten instrument evidencing Awards;  (e) accelerate at any time the exercisability or vesting of all orany portion of any Award and/or to include provisions in awards providing forsuch acceleration;  (f) impose limitations on Awards, including limitations on transferand repurchase provisions;  (g) extend the exercise period within which Options may be exercised; and  (h) determine at any time whether, to what extent, and under whatcircumstances Common Stock and other amounts payable with respect to an Awardshall be deferred either automatically or at the election of the Participantand whether and to what extent the Company shall pay or credit amountsconstituting interest (at rates determined by the Plan Administrator) ordividends or deemed dividends on such deferrals.     The determination of the Plan Administrator on any such matters shall be conclusive.
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     5. ***Delegation of Authority to Grant Awards*****.**The Plan Administrator, in itsdiscretion, may delegate to the Chief Executive Officer of the Company all or part of the PlanAdministrator’s authority and duties with respect to granting Awards to individuals who are notsubject to the reporting provisions of Section 16 of the Act or “covered employees” within themeaning of Section 162(m) of the Code. The Plan Administrator may revoke or amend the terms ofsuch a delegation at any time, but such revocation shall not invalidate prior actions of the ChiefExecutive Officer that were consistent with the terms of the Plan.     6. ***Eligibility*****.**          (a) Officers, Employees and Consultants of the Company or its Subsidiaries who, in the opinionof the Plan Administrator, are mainly responsible for the continued growth and development andfuture financial success of the business shall be eligible to participate in the Plan.          (b) The Plan shall not confer upon any Participant any right with respect to continuation ofemployment or consulting relationship with the Company, nor shall it interfere in any way with hisor her right or the Company’s right to terminate his or her employment or consulting relationshipat any time, with or without cause.     7. ***Stock Options*****.**          (a) Options granted pursuant to the Plan may be either Options which are Incentive StockOptions or Nonstatutory Stock Options. Incentive Stock Options and Nonstatutory Stock Optionsshall be granted separately hereunder. The Plan Administrator, shall determine whether and to whatextent Options shall be granted under the Plan and whether such Options granted shall be IncentiveStock Options or Nonstatutory Stock Options; provided, however, that: (i) IncentiveStock Options may be granted only to Employees of the Company or any Subsidiary; and (ii) noIncentive Stock Option may be granted following the tenth (10th) anniversary of the effective dateof the Plan. The provisions of the Plan and any Option Agreement pursuant to which Incentive StockOptions shall be issued shall be construed in a manner consistent with Section 422 of the Code (orany successor provision) and rules and regulations promulgated thereunder.          (b) To the extent that Options designated as Incentive Stock Options (under all plans of theCompany or any Parent or Subsidiary) become exercisable by a Participant for the first time duringany calendar year for Common Stock having a Fair Market Value greater than One Hundred ThousandDollars ($100,000), the portion of such Options which exceeds such amount shall be treated asNonstatutory Stock Options. For purposes of this Section 7, Options designated as Incentive StockOptions shall be taken into account in the order in which they were granted, and the Fair MarketValue of Common Stock shall be determined as of the time the Option with respect to such CommonStock is granted. If the Code is amended to provide for a different limitation from that set forthin this Section 7, such different limitation shall be deemed incorporated herein effective as ofthe amendment date and with respect to such Options as required or permitted by such amendment tothe Code. If an Option is treated as an Incentive Stock Option in part and as a Nonstatutory StockOption in part by reason of the limitation set forth in this Section 7, the Participant maydesignate which portion of such Option the participant is exercising. In the absence of suchdesignation, the Participant shall be deemed to have exercised the Incentive Stock Option portionof the Option first. Separate certificates representing each such portion shall be issued upon theexercise of the Option.     8. ***Term of Plan*****.**The Plan shall become effective on January 16, 2001, provided thePlan has been previously adopted by the Board and approved by the stockholders of the Company asdescribed in Section 22 of the Plan. The Plan shall remain in effect until terminated underSection 18 of the Plan.
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     9. ***Term of Options******.***The term of each Option shall be the term stated in the OptionAgreement; provided, however, that in the case of an Incentive Stock Option, theterm shall be no more than ten (10) years from the date of grant thereof or such shorter term asmay be provided in the Option Agreement. In the case of an Incentive Stock Option granted to anOptionee who, at the time the Option is granted, owns stock representing more than ten percent(10%) of the voting power of all classes of stock of the Company or any Parent or Subsidiary, theterm of the Option shall be five (5) years from the date of grant thereof or such shorter term asmay be provided in the Option Agreement.     10. ***Option Exercise Price and Consideration******.***          (a) The per share exercise price for the Shares to be issued pursuant to exercise of an Optionshall be such price as is determined by the Board, but shall be subject to the following:          (i) In the case of an Incentive Stock Option:               (A) granted to an Employee who, at the time of the grant of such IncentiveStock Option, owns stock representing more than ten percent (10%) of the voting power of allclasses of stock of the Company or any Parent or Subsidiary, the per Share exercise priceshall be no less than one hundred ten percent (110%) of the Fair Market Value per Share onthe date of grant.               (B) granted to any Employee, the per Share exercise price shall be no lessthan one hundred percent (100%) of the Fair Market Value per Share on the date of grant.          (ii) In the case of a Nonstatutory Stock Option granted to any person, theper Share exercise price shall be no less than eighty-five percent (85%) of the Fair MarketValue per Share on the date of grant.          (b) The Option exercise price of each share purchased pursuant to an Option shall be paid infull at the time of each exercise of the Option: (i) in cash; (ii) by check; (iii) by cashequivalent; (iv) by delivering to the Company a notice of exercise with an irrevocable direction toa broker-dealer registered under the Exchange Act to sell a sufficient portion of the shares anddeliver the sale proceeds directly to the Company to pay the exercise price; (v) in the discretionof the Plan Administrator, through the delivery to the Company of previously-owned shares of CommonStock having an aggregate Fair Market Value equal to the Option exercise price of the shares beingpurchased pursuant to the exercise of the Option; provided, however, that shares ofCommon Stock delivered in payment of the exercise price must have been held by the Participant forat least six (6) months in order to be utilized to pay the exercise price; or (vi) in thediscretion of the Plan Administrator, through any combination of the foregoing methods of payment.     11. ***Exercise of Option******.***          (a) Procedure for Exercise; Rights as a Stockholder. Any Option granted hereundershall be exercisable at such times and under such conditions as determined by the PlanAdministrator, including performance criteria with respect to the Company and/or the Optionee, andas shall be permissible under the terms of the Plan.               An Option may not be exercised for a fraction of a Share.               An Option shall be deemed to be exercised when written notice of such exercise has been givento the Company in accordance with the terms of the Option by the person entitled to exercise theOption and full payment for the Shares with respect to which the Option is exercised has beenreceived by the Company through a method of payment allowable under Section 10(b) of the Plan.
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Until the issuance (as evidenced by the appropriate entry on the books of the Company or of aduly authorized transfer agent of the Company) of the stock certificate evidencing such Shares, noright to vote or receive dividends or any other rights as a stockholder shall exist with respect tothe Optioned Stock, notwithstanding the exercise of the Option. The Company shall issue (or causeto be issued) such stock certificate promptly upon exercise of the Option. No adjustment will bemade for a dividend or other right for which the record date is prior to the date the stockcertificate is issued, except as provided in Section 15 of the Plan.          (b) Termination of Employment. Except as set forth below, in the event of terminationof an Optionee’s Continuous Status as an Employee or consulting relationship with the Company (asthe case may be), such Optionee may, but only within ninety (90) days (or such other period of timeas is determined by the Board, with such determination in the case of an Incentive Stock Optionbeing made at the time of grant of the Option and not exceeding ninety (90) days) after the date ofsuch termination (but in no event later than the expiration date of the term of such Option as setforth in the Option Agreement), exercise his or her Option to the extent that Optionee was entitledto exercise it at the date of such termination. To the extent that Optionee was not entitled toexercise the Option at the date of such termination, or if Optionee does not exercise such Optionto the extent so entitled within the time specified herein, the Option shall terminate.          (c) Disability of Optionee. Notwithstanding the provisions of Section 11(b) above, inthe event of termination of an Optionee’s Continuous Status as an Employee or consultingrelationship with the Company (as the case may be) as a result of his or her total and permanentdisability (as defined in Section 22(e)(3) of the Code), Optionee may, but only within twelve (12)months from the date of such termination (but in no event later than the expiration date of theterm of such Option as set forth in the Option Agreement), exercise the Option to the extent theOptionee was otherwise entitled to exercise it at the date of such termination. To the extent thatOptionee was not entitled to exercise the Option at the date of termination, or if Optionee doesnot exercise such Option to the extent so entitled within the time specified herein, the Optionshall terminate.          (d) Death of Optionee.               (i) In the event of the death of an Optionee during the term of Optionee’s Continuous Statusas an Employee or consulting relationship with the Company (as the case may be), the Option may beexercised, at any time within twelve (12) months following the date of death (but in no event laterthan the expiration date of the term of such Option as set forth in the Option Agreement), by theOptionee’s estate or by a person who acquired the right to exercise the Option by bequest orinheritance, but only to the extent the Optionee was entitled to exercise the Option at the date ofdeath. To the extent that Optionee was not entitled to exercise the Option at the date of death,or if the Option is not exercised by the Optionee’s estate or by a person who acquired the right toexercise the Option by bequest or inheritance to the extent so entitled within the time specifiedherein, the Option shall terminate.               (ii) In the event of the death of an Optionee within thirty (30) days after the termination ofOptionee’s Continuous Status as an Employee or consulting relationship with the Company (as thecase may be) pursuant to Section 11(b) above, the Option may be exercised, at any time within six(6) months following the date of death (but in no event later than the expiration date of the termof such Option as set forth in the Option Agreement), by the Optionee’s estate or by a person whoacquired the right to exercise the Option by bequest or inheritance, but only to the extent theOptionee was entitled to exercise the Option at the date of death. To the extent that Optionee wasnot entitled to exercise the Option at the date of death, or if the Option is not exercised by theOptionee’s estate or by a person who acquired the right to exercise the Option by bequest orinheritance to the extent so entitled within the time specified herein, the Option shall terminate.
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          (e) Termination for Cause or Post-Termination Relationship with Competing Business.Notwithstanding the provisions of Section 11(b) above, in the event of “Termination for Cause” ofan Optionee’s Continuous Status as an Employee or consulting relationship with the Company (as thecase may be), any Option held by the Optionee, whether vested or unvested, shall forthwithterminate. In addition to the immediate forfeiture of all Options upon the occurrence of theevents specified in the preceding sentence, Optionee shall automatically forfeit all sharesunderlying any exercised portion of an Option for which the Company has not yet delivered the sharecertificates, upon refund by the Company of the exercise price paid by the Optionee for suchShares.     12. ***Restricted Stock Awards*****.**          (a) The Plan Administrator may grant Restricted Stock Awards to any officer, Employee orConsultant of the Company and its Subsidiaries. A Restricted Stock Award entitles the recipient toacquire shares of Common Stock subject to such restrictions and conditions as the PlanAdministrator may determine at the time of grant. Conditions may be based on continuing employment(or other business relationship) and/or achievement of pre-established performance goals andobjectives.          (b) Upon execution of a written instrument setting forth the Restricted Stock Award and payingany applicable purchase price, a Participant shall have the rights of a stockholder with respect tothe Common Stock subject to the Restricted Stock Award, including, but not limited to, the right tovote and receive dividends with respect thereto; provided, however, that shares ofCommon Stock subject to Restricted Stock Awards that have not vested shall be subject to therestrictions on transferability described in Section 12(d) below. Unless the Plan Administratorshall otherwise determine, certificates evidencing the Restricted Stock shall remain in thepossession of the Company until such Restricted Stock is vested as provided in Section 12(c) below.          (c) The Plan Administrator at the time of grant shall specify the date or dates and/or theattainment of pre-established performance goals, objectives and other conditions on whichRestricted Stock shall become vested, subject to such further rights of the Company or its assignsas may be specified in the instrument evidencing the Restricted Stock Award. If the grantee or theCompany, as the case may be, fails to achieve the designated goals or the grantee’s relationshipwith the Company is terminated prior to the expiration of the vesting period, the grantee shallforfeit all shares of Common Stock subject to the Restricted Stock Award which have not thenvested.          (d) Unvested Restricted Stock may not be sold, assigned transferred, pledged or otherwiseencumbered or disposed of except as specifically provided herein or in the written instrumentevidencing the Restricted Stock Award.     13. ***Stock Awards*****.**The Plan Administrator may, in its sole discretion, grant (or sellat a purchase price determined by the Plan Administrator) a Stock Award to any officer, Employee orConsultant of the Company or its Subsidiaries, pursuant to which such individual may receive sharesof Common Stock free of any vesting restrictions (a “Stock Award”) under the Plan. Stock Awards maybe granted or sold as described in the preceding sentence in respect of past services or othervalid consideration, or in lieu of any cash compensation due to such individual.     14. ***Withholding Tax Obligations******.***          (a) Whenever Shares are to be issued under the Plan, the Company shall have the right torequire the Participant to remit to the Company an amount sufficient to satisfy applicable federal,state and local tax withholding requirements prior to the delivery of any certificate for Shares;provided, however*,*that in the case of a Participant who receives an Award ofShares under the Plan which is not fully vested, the Participant shall remit such amount on thefirst business day following the Tax Date. The “Tax Date” for purposes of this Section 14 shall bethe date on which the amount of tax to be
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withheld is determined. If a Participant makes a disposition of shares acquired upon theexercise of an Incentive Stock Option within either two (2) years after the Option was granted orone (1) year after its exercise by the Participant, the Participant shall promptly notify theCompany and the Company shall have the right to require the Participant to pay to the Company anamount sufficient to satisfy federal, state and local tax withholding requirements.          (b) A Participant who is obligated to pay the Company an amount required to be withheld underapplicable tax withholding requirements may pay such amount: (i) in cash; (ii) in the discretion ofthe Plan Administrator, through the delivery to the Company of previously-owned shares of CommonStock having an aggregate Fair Market Value on the Tax Date equal to the tax obligation, providedthat the previously owned shares delivered in satisfaction of the withholding obligations must havebeen held by the Participant for at least six (6) months; or (iii) in the discretion of the PlanAdministrator, through a combination of the procedures set forth in subsections (i) and (ii) ofthis Section 14(b).          (c) A Participant who is obligated to pay to the Company an amount required to be withheldunder applicable tax withholding requirements in connection with either the exercise of aNonstatutory Stock Option, the receipt of a Restricted Stock Award or Stock Award under the Planmay, in the discretion of the Plan Administrator, elect to satisfy this withholding obligation, inwhole or in part, by requesting that the Company withhold shares of stock otherwise issued to theParticipant having a Fair Market Value on the Tax Date equal to the amount of the tax required tobe withheld; provided, however*,*that shares may be withheld by the Company only ifsuch withheld shares have vested. Any fractional amount shall be paid to the Company by theParticipant in cash or shall be withheld from the Participant’s next regular paycheck.          (d) An election by a Participant to have shares of stock withheld to satisfy federal, stateand local tax withholding requirements pursuant to Section 14(c) must be in writing and deliveredto the Company prior to the Tax Date.     15. ***Adjustment of Number and Price of Shares*****.**          Any other provision of the Plan notwithstanding:          (a) If, through or as a result of any merger, consolidation, sale of all or substantially allof the assets of the Company, reorganization, recapitalization, reclassification, stock dividend,stock split, reverse stock split or other similar transaction, the outstanding shares of CommonStock are increased or decreased or are exchanged for a different number or kind of shares or othersecurities of the Company, or additional shares or new or different shares or other securities ofthe Company or other non-cash assets are distributed with respect to such shares of Common Stock orother securities, the Plan Administrator shall make an appropriate or proportionate adjustment in:(i) the number of Options that can be granted to any one individual Participant; (ii) the numberand kind of shares or other securities subject to any then outstanding Awards under the Plan; (iii)the price for each share subject to any then outstanding Options under the Plan, without changingthe aggregate exercise price (i.e., the exercise price multiplied by the number of shares) as towhich such Options remain exercisable; and (iv) the maximum number of shares that may be issuedunder the Plan. The adjustment by the Plan Administrator shall be final, binding and conclusive.          (b) In the event that, by reason of a corporate merger, consolidation, acquisition of propertyor stock, separation, reorganization or liquidation, the Board shall authorize the issuance orassumption of an Option or Options in a transaction to which Section 424(a) of the Code applies,then, notwithstanding any other provision of the Plan, the Plan Administrator may grant an Optionor Options upon such terms and conditions as it may deem appropriate for the purpose of assumptionof the old
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Option, or substitution of a new Option for the old Option, in conformity with the provisionsof Code Section 424(a) and the rules and regulations thereunder, as they may be amended from timeto time.          (c) No adjustment or substitution provided for in this Section 15 shall require the Company toissue or to sell a fractional share under any Option Agreement or share award agreement and thetotal adjustment or substitution with respect to each Option and share award agreement shall belimited accordingly.          (d) In the case of the dissolution or liquidation of the Company, the Plan and all Awardsgranted hereunder shall terminate. In the event of such proposed termination, each Participantshall be notified of such termination and shall be permitted to exercise for a period of at leastfifteen (15) days prior to the date of such termination all Options held by such Participant whichare then exercisable.          (e) In the case of: (i) a merger, reorganization or consolidation in which the Company isacquired by another person or entity (other than a holding company formed by the Company); (ii) thesale of all or substantially all of the assets of the Company to an unrelated person or entitywhich is not an “affiliate” (as defined in Rule 144 of the Securities Act of 1933, as amended) ofthe Company; or (iii) the sale of all of the capital stock of the Company to an unrelated person orentity which is not an “affiliate” of the Company (in each case, a “Fundamental Transaction”), allOptions shall be assumed or equivalent options shall be substituted by such successor corporationor a parent or subsidiary of such successor corporation. For the purposes of this paragraph, theOptions shall be considered assumed if, following the Fundamental Transaction, the Options conferthe right to purchase, for each Share subject to the Options immediately prior to the FundamentalTransaction, the consideration (whether stock, cash, or other securities or property) received inthe Fundamental Transaction by holders of Common Stock for each Share held on the effective date ofthe Fundamental Transaction (and if holders were offered a choice of consideration, the type ofconsideration chosen by the holders of a majority of the outstanding Shares); provided,however, that if such consideration received in the Fundamental Transaction was not solelycommon stock of the successor corporation or its Parent, the Board may, with the consent of thesuccessor corporation and the Participant, provide for the consideration to be received upon theexercise of the Options, for each Share subject to the Options, to be solely common stock of thesuccessor corporation or its Parent equal in Fair Market Value to the per share considerationreceived by holders of Common Stock in the Fundamental Transaction.          In the event that such successor corporation does not agree to assume the Options or tosubstitute equivalent options, the Board shall provide for each Optionee to have the right toexercise all Options then held by such Optionee, including Options which would not otherwise beexercisable. In such event, the Board shall notify each Optionee that such Options shall be fullyexercisable for a period of fifteen (15) days from the date of receipt of such notice, and thatsuch Options will terminate upon the expiration of such period.          Notwithstanding anything in the Plan to the contrary, the acceleration of exercisability inthis Section shall not occur in the event that such acceleration would, in the opinion of theCompany’s independent auditors, make the Fundamental Transaction ineligible for pooling ofinterests accounting treatment and the Company intends to use such treatment with respect to suchtransaction. The Board shall obtain a written statement from the Company’s independent auditorswith respect to the effect of accelerated exercisability of outstanding Options prior to providingany Optionee with the notice contemplated by this Section.          (f) In the event that the Company shall be merged or consolidated with another corporation orentity, other than with a corporation or entity which is an “affiliate” of the Company, under theterms of which holders of capital stock of the Company will receive upon consummation thereof acash payment for each share of capital stock of the Company surrendered pursuant to suchtransaction (the “Cash Purchase Price”), the Board may provide that all outstanding options shall
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terminate upon consummation of such transaction and each Optionee shall receive, in exchangetherefor, a cash payment equal to the amount (if any) by which (i) the Cash Purchase Pricemultiplied by the number of shares of Capital Stock of the Company subject to outstanding optionsheld by such optionee exceeds (ii) the aggregate exercise price of such options.     16. ***Nontransferability*****.**A Participant’s rights under the Plan, including the right toany shares or amounts payable may not be assigned, pledged, or otherwise transferred except, in theevent of a Participant’s death, to the Participant’s designated beneficiary or, in the absence ofsuch a designation, by will or by the laws of descent and distribution; provided,however, that the Plan Administrator may, in its discretion, at the time of grant of aNonstatutory Stock Option or by amendment of an Option Agreement for an Incentive Stock Option or aNonstatutory Stock Option, provide that Options granted to or held by a Participant may betransferred, in whole or in part, to one or more transferees and exercised by any such transferee,provided further that: (i) any such transfer must be without consideration; (ii) each transfereemust be a member of such Participant’s “immediate family” (as defined below) or a trust, familylimited partnership or other estate planning vehicle established for the exclusive benefit of oneor more members of the Participant’s immediate family; and (iii) such transfer is specificallyapproved by the Plan Administrator following the receipt of a written request for approval of thetransfer; and provided further that any Incentive Stock Option which is amended to permit transfersduring the lifetime of the Participant shall, upon the effectiveness of such amendment, be treatedthereafter as a Nonstatutory Stock Option. In the event an Option is transferred as contemplatedin this Section, such transfer shall become effective when approved by the Plan Administrator andsuch Option may not be subsequently transferred by the transferee other than by will or the laws ofdescent and distribution. Any transferred Option shall continue to be governed by and subject tothe terms and conditions of this Plan and the relevant Option Agreement, and the transferee shallbe entitled to the same rights as the Participant as if no transfer had taken place. As used inthis Section, “immediate family” shall mean, with respect to any person, any spouse, child,stepchild or grandchild, and shall include relationships arising from legal adoption.     17. ***Termination — Certain Forfeitures*****.**Notwithstanding any other provision of thePlan to the contrary, a Participant shall have no right to exercise any Option or vest or receivepayment of any Restricted Stock Award or Stock Award if the Participant is Terminated for Cause.     18. ***Amendment and Termination of the Plan******.***          (a) Amendment and Termination. The Board may at any time amend, alter, suspend ordiscontinue the Plan, but no amendment, alteration, suspension or discontinuation shall be madewhich would impair the rights of any Optionee under any grant theretofore made, without his or herconsent. In addition, to the extent necessary and desirable to comply with Rule 16b-3 under theExchange Act or with Section 422 of the Code (or any other applicable law or regulation, includingthe requirements of the NASD or an established stock exchange), the Company shall obtainstockholder approval of any Plan amendment in such a manner and to such a degree as required.          (b) Effect of Amendment or Termination. Any such amendment or termination of the Planshall not affect Options already granted and such Options shall remain in full force and effect asif this Plan had not been amended or terminated, unless mutually agreed otherwise between theOptionee and the Board, which agreement must be in writing and signed by the Optionee and theCompany.     19. ***Conditions Upon Issuance of Shares******.***Shares shall not be issued pursuant to theany Award under the Plan unless the issuance and delivery of such Shares pursuant thereto shallcomply with all relevant provisions of law, including, without limitation, the Securities Act of1933, as amended, the Exchange Act, the rules and regulations promulgated thereunder, and therequirements of any stock exchange upon which the Shares may then be listed, and shall be furthersubject to the approval of counsel for the Company with respect to such compliance.
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          As a condition to the exercise of an Option, the Company may require the person exercisingsuch Option to represent and warrant at the time of any such exercise that the Shares are beingpurchased only for investment and without any present intention to sell or distribute such Sharesif, in the opinion of counsel for the Company, such a representation is required by any of theaforementioned relevant provisions of law.     20. ***Reservation of Shares******.***The Company, during the term of this Plan, will at alltimes reserve and keep available such number of Shares as shall be sufficient to satisfy therequirements of the Plan.          The inability of the Company to obtain authority from any regulatory body having jurisdiction,which authority is deemed by the Company’s counsel to be necessary to the lawful issuance and saleof any Shares hereunder, shall relieve the Company of any liability in respect of the failure toissue or sell such Shares as to which such requisite authority shall not have been obtained.     21. ***Agreements******.***Options and Restricted Stock Awards shall be evidenced by writtenagreements in such form as the Board shall approve from time to time.     22. ***Stockholder Approval******.***Continuance of the Plan shall be subject to approval by thestockholders of the Company within twelve (12) months before or after the date the Plan is adopted.Such stockholder approval shall be obtained in the degree and manner required under applicablestate and federal law.     23. ***Information to Optionees******.***The Company shall provide to each Optionee, during theperiod for which such Optionee has one or more Options outstanding, copies of all annual reportsand other information which are provided to all stockholders of the Company. The Company shall notbe required to provide such information if the issuance of Options under the Plan is limited to keyemployees whose duties in connection with the Company assure their access to equivalentinformation.* * * *
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