Exhibit 10.1


 


AMERICAN SHARED HOSPITAL SERVICES


 


2006 STOCK INCENTIVE PLAN


 


article
One


 


GENERAL
PROVISIONS


 


		I.	PURPOSE OF THE PLAN



 


This 2006 Stock Incentive
Plan is intended to promote the interests of American Shared Hospital Services, a California corporation, by providing eligible
persons in the Corporation’s service with the opportunity to acquire a proprietary interest, or otherwise increase their
proprietary interest, in the Corporation as an incentive for them to remain in such service.


 


Capitalized terms shall have
the meanings assigned to such terms in the attached Appendix.


 


		II.	STRUCTURE OF THE PLAN



 


A.          The
Plan shall be divided into three separate equity incentive programs:


 


-            the
Discretionary Grant Program under which eligible persons may, at the discretion of the Plan Administrator, be granted options to
purchase shares of Common Stock or stock appreciation rights tied to the value of such Common Stock,


 


-            the
Stock Issuance Program under which eligible persons may, at the discretion of the Plan Administrator, be issued shares of Common
Stock pursuant to restricted stock awards, restricted stock units or other stock-based awards which vest upon the completion of
a designated service period or the attainment of pre-established performance milestones, or such shares of Common Stock may be
issued through direct purchase or as a bonus for services rendered the Corporation (or any Parent or Subsidiary), and


 


-            the
Automatic Grant Program under which eligible non-employee Board members will automatically receive grants at designated intervals
over their period of continued Board service.


 


B.          The
provisions of Articles One and Five shall apply to all equity programs under the Plan and shall govern the interests of all persons
under the Plan.


 




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		III.	ADMINISTRATION OF THE PLAN



 


A.          The
Compensation Committee shall have sole and exclusive authority to administer the Discretionary Grant and Stock Issuance Programs
with respect to Section 16 Insiders. Administration of the Discretionary Grant and Stock Issuance Programs with respect to all
other persons eligible to participate in those programs may, at the Board’s discretion, be vested in the Compensation Committee
or a Secondary Board Committee, or the Board may retain the power to administer those programs with respect to all such persons.
However, any Awards made to the members of the Compensation Committee other than pursuant to the Automatic Grant Program must be
authorized by a disinterested majority of the Board.


 


B.           Members
of the Compensation Committee or any Secondary Board Committee shall serve for such period of time as the Board may determine and
may be removed by the Board at any time. The Board may also at any time terminate the functions of any Secondary Board Committee
and reassume all powers and authority previously delegated to such committee.


 


C.           Each
Plan Administrator shall, within the scope of its administrative functions under the Plan, have full power and authority (subject
to the provisions of the Plan) to establish such rules and regulations as it may deem appropriate for proper administration of
the Discretionary Grant and Stock Issuance Programs and to make such determinations under, and issue such interpretations of, the
provisions of those programs and any outstanding Awards thereunder as it may deem necessary or advisable. Decisions of the Plan
Administrator within the scope of its administrative functions under the Plan shall be final and binding on all parties who have
an interest in the Discretionary Grant and Stock Issuance Programs under its jurisdiction or any Award thereunder.


 


D.           Service
as a Plan Administrator by the members of the Compensation Committee or the Secondary Board Committee shall constitute service
as Board members, and the members of each such committee shall accordingly be entitled to full indemnification and reimbursement
as Board members for their service on such committee. No member of the Compensation Committee or the Secondary Board Committee
shall be liable for any act or omission made in good faith with respect to the Plan or any Award made thereunder..


 


E.           Administration
of the Automatic Grant Program shall be self-executing in accordance with the terms of that program, and no Plan Administrator
shall exercise any discretionary functions with respect to any Award made under that program, except that the Compensation Committee
shall have the express authority to establish from time to time the specific number of shares to be subject to the initial and
annual Awards made to the non-employee Board members under such program.


 




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		IV.	ELIGIBILITY



 


A.          The
persons eligible to participate in the Discretionary Grant and Stock Issuance Programs are as follows:


 


(i)          Employees,


 


(ii)         non-employee
members of the Board or the board of directors of any Parent or Subsidiary, and


 


(iii)        consultants
and other independent advisors who provide services to the Corporation (or any Parent or Subsidiary).


 


B.           The
Plan Administrator shall have full authority to determine, (i) with respect to Awards made under the Discretionary Grant Program,
which eligible persons are to receive such Awards, the time or times when those Awards are to be made, the number of shares to
be covered by each such Award,, the time or times when the Award is to vest and become exercisable, the maximum term for which
such Award is to remain outstanding and the status of a granted option as either an Incentive Option or a Non-Statutory Option
and (ii) with respect to Awards made under the Stock Issuance Program, which eligible persons are to receive such Awards, the time
or times when the Awards are to be made, the number of shares subject to each such Award, the vesting and issuance schedules applicable
to the shares which are the subject of such Award and the cash consideration (if any) payable for those shares.


 


C.           The
Plan Administrator shall have the absolute discretion either to grant options or stock appreciation rights in accordance with the
Discretionary Grant Program or to effect stock issuances and other stock-based awards in accordance with the Stock Issuance Program.


 


D.           The
individuals who shall be eligible to participate in the Automatic Grant Program shall be limited to (i) those individuals who first
become non-employee Board members on or after the Plan Effective Date, whether through appointment by the Board or election by
the Corporation’s shareholders, and (ii) those individuals who continue to serve as non-employee Board members on or after
the Plan Effective Date. A non-employee Board member who has previously been in the employ of the Corporation (or any Parent or
Subsidiary) shall not be eligible to receive an Award under the Automatic Grant Program at the time he or she first becomes a non-employee
Board member, but shall be eligible to receive periodic Awards under the Automatic Grant Program while he or she continues to serve
as a non-employee Board member.


 




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		V.	STOCK SUBJECT TO THE PLAN



 


A.           The
stock issuable under the Plan shall be shares of authorized but unissued or reacquired Common Stock, including shares repurchased
by the Corporation on the open market. The number of shares of Common Stock initially reserved for issuance over the term of the
Plan shall be limited to seven hundred fifty thousand (750,000) shares. Such share reserve is comprised of (i) the number of shares
of Common Stock available for issuance under the Predecessor Plans on the Plan Effective Date, including the shares subject to
options outstanding at that time under the Predecessor Plans, and (ii) an additional increase of approximately three hundred sixty
thousand (360,000) shares of Common Stock. The Plan shall serve as the successor to the Predecessor Plans, and no further stock
option grants or stock issuances shall be made under those Predecessor Plans on or after the Plan Effective Date. All options outstanding
under the Predecessor Plans on the Plan Effective Date shall be transferred to this Plan as part of the initial share reserve hereunder
and shall continue in full force and effect in accordance with their terms, and no provision of this Plan shall be deemed to affect
or otherwise modify the rights or obligations of the holders of those options with respect to their acquisition of shares of Common
Stock thereunder. To the extent any options outstanding under the Predecessor Plans on the Plan Effective Date expire or terminate
unexercised, the number of shares of Common Stock subject to those expired or terminated options at the time of expiration or termination
shall be available for one or more Awards made under this Plan.


 


B.           No
one person participating in the Plan may receive Awards for more than one hundred fifty thousand (150,000)
shares of Common Stock in the aggregate per calendar year.


 


C.           Shares
of Common Stock subject to outstanding Awards made under the Plan (including the options transferred from the Predecessor Plans)
shall be available for subsequent issuance under the Plan to the extent those Awards expire or terminate for any reason prior to
the issuance of the shares of Common Stock subject to those Awards. Unvested shares issued under the Plan and subsequently forfeited
or repurchased by the Corporation, at a price per share not greater than the original issue price paid per share, pursuant to the
Corporation’s repurchase rights under the Plan shall be added back to the number of shares of Common Stock reserved for issuance
under the Plan and shall accordingly be available for subsequent reissuance. Should the exercise price of an option under the Plan
be paid with shares of Common Stock, then the authorized reserve of Common Stock under the Plan shall be reduced by the gross number
of shares for which that option is exercised, and not by the net number of shares issued under the exercised stock option. If shares
of Common Stock otherwise issuable under the Plan are withheld by the Corporation in satisfaction of the withholding taxes incurred
in connection with the issuance, exercise or vesting of an Award, then the number of shares of Common Stock available for issuance
under the Plan shall be reduced by the gross number of shares issued, exercised or vesting under such Award, calculated in each
instance prior to any such share withholding.


 




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D.           If
any change is made to the Common Stock by reason of any stock split, stock dividend, recapitalization, combination of shares, exchange
of shares or other change affecting the outstanding Common Stock as a class without the Corporation’s receipt of consideration,
appropriate adjustments shall be made by the Plan Administrator to (i) the maximum number and/or class of securities issuable under
the Plan, (ii) the maximum number and/or class of securities for which any one person may receive Awards under the Plan per calendar
year, (iii) the maximum number and/or class of securities for which stock option grants and restricted stock unit awards may subsequently
be made under the Automatic Grant Program to new and continuing non-employee Board members, (iv) the number and/or class of securities
and the exercise or base price per share in effect under each outstanding Award under the Discretionary Grant Program and (v) the
number and/or class of securities subject to each outstanding Award under the Stock Issuance Program and the cash consideration
(if any) payable per share. To the extent the foregoing adjustments are to be made to outstanding Awards, such adjustments shall
be effected in a manner which shall preclude the enlargement or dilution of rights and benefits under those Awards. The adjustments
determined by the Plan Administrator shall be final, binding and conclusive.


 


E.           Outstanding
Awards under the Plan shall in no way affect the right of the Corporation to adjust, reclassify, reorganize or otherwise change
its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business
or assets.


 




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article
Two


 


DISCRETIONARY
GRANT PROGRAM


 


I.            OPTION
TERMS


 


Each option shall be evidenced
by one or more documents in the form approved by the Plan Administrator; provided, however, that each such document shall
comply with the terms specified below. Each document evidencing an Incentive Option shall, in addition, be subject to the provisions
of the Plan applicable to such options.


 


A.           Exercise
Price.


 


1.           The
exercise price per share shall be fixed by the Plan Administrator; provided, however, that such exercise price shall not be less
than one hundred percent (100%) of the Fair Market Value per share of Common Stock on the grant date.


 


2.           The
exercise price shall become immediately due upon exercise of the option and shall, subject to the provisions of the documents evidencing
the option, be payable in one or more of the forms specified below:


 


(i)          cash
or check made payable to the Corporation,


 


(ii)         shares
of Common Stock valued at Fair Market Value on the Exercise Date and held for the requisite period (if any) necessary to avoid
any additional charges to the Corporation’s earnings for financial reporting purposes, or


 


(iii)        to
the extent the option is exercised for vested shares, through a special sale and remittance procedure pursuant to which the Optionee
shall concurrently provide instructions to (a) a brokerage firm (reasonably satisfactory to the Corporation for purposes of administering
such procedure in compliance with the Corporation’s pre-clearance/pre-notification policies) to effect the immediate sale
of the purchased shares and remit to the Corporation, out of the sale proceeds available on the settlement date, sufficient funds
to cover the aggregate exercise price payable for the purchased shares plus all applicable income and employment taxes required
to be withheld by the Corporation by reason of such exercise and (b) the Corporation to deliver the certificates for the purchased
shares directly to such brokerage firm on such settlement date in order to complete the sale.


 


Except to the extent such
sale and remittance procedure is utilized, payment of the exercise price for the purchased shares must be made on the Exercise
Date.


 




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B.           Exercise
and Term of Options.  Each option shall be exercisable at such time or times, during such period and for such number of
shares as shall be determined by the Plan Administrator and set forth in the documents evidencing the option. However, no option
shall have a term in excess of seven (7) years measured from the grant date.


 


C.           Effect
of Termination of Service.


 


1.           The
following provisions shall govern the exercise of any options granted pursuant to the Discretionary Grant Program that are outstanding
at the time of the Optionee’s cessation of Service or death:


 


(i)          Any
option outstanding at the time of the Optionee’s cessation of Service for any reason shall remain exercisable for such period
of time thereafter as shall be determined by the Plan Administrator and set forth in the documents evidencing the option, but no
such option shall be exercisable after the expiration of the option term.


 


(ii)         Any
option held by the Optionee at the time of the Optionee’s death and exercisable in whole or in part at that time may be subsequently
exercised by the personal representative of the Optionee’s estate or by the person or persons to whom the option is transferred
pursuant to the Optionee’s will or the laws of inheritance or by the Optionee’s designated beneficiary or beneficiaries
of that option.


 


(iii)        Should
the Optionee’s Service be terminated for Misconduct or should the Optionee otherwise engage in Misconduct while holding one
or more outstanding options granted under this Article Two, then all of those options shall terminate immediately and cease to
be outstanding.


 


(iv)        During
the applicable post-Service exercise period, the option may not be exercised for more than the number of vested shares for which
the option is at the time exercisable. No additional shares shall vest under the option following the Optionee’s cessation
of Service, except to the extent (if any) specifically authorized by the Plan Administrator in its sole discretion pursuant to
an express written agreement with the Optionee. Upon the expiration of the applicable exercise period or (if earlier) upon the
expiration of the option term, the option shall terminate and cease to be outstanding for any shares for which the option has not
been exercised.


 


2.           The
Plan Administrator shall have complete discretion, exercisable either at the time an option is granted or at any time while the
option remains outstanding, to:


 


(i)          extend
the period of time for which the option is to remain exercisable following the Optionee’s cessation of Service from the limited
exercise period otherwise in effect for that option to such greater period of time as the Plan Administrator shall deem appropriate,
but in no event beyond the expiration of the option term,


 




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(ii)         include
an automatic extension provision whereby the specified post-Service exercise period in effect for any option granted under this
Article Two shall automatically be extended by an additional period of time equal in duration to any interval within the specified
post-Service exercise period during which the exercise of that option or the immediate sale of the shares acquired under such option
could not be effected in compliance with applicable federal and state securities laws, but in no event shall such an extension
result in the continuation of such option beyond the expiration date of the term of that option, and/or


 


(iii)        permit
the option to be exercised, during the applicable post-Service exercise period, not only with respect to the number of vested shares
of Common Stock for which such option is exercisable at the time of the Optionee’s cessation of Service but also with respect
to one or more additional installments in which the Optionee would have vested had the Optionee continued in Service.


 


D.          Shareholder
Rights. The holder of an option shall have no shareholder rights with respect to the shares subject to the option until
such person shall have exercised the option, paid the exercise price and become a holder of record of the purchased shares.


 


E.           Repurchase
Rights.  The Plan Administrator shall have the discretion to grant options which are exercisable for unvested shares of
Common Stock. Should the Optionee cease Service while such shares are unvested, the Corporation shall have the right to repurchase
any or all of those unvested shares at a price per share equal to the lower of (i) the exercise price paid per share
or (ii) the Fair Market Value per share of Common Stock at the time of repurchase. The terms upon which such repurchase right shall
be exercisable (including the period and procedure for exercise and the appropriate vesting schedule for the purchased shares)
shall be established by the Plan Administrator and set forth in the document evidencing such repurchase right.


 


F.           Transferability
of Options. The transferability of options granted under the Plan shall be governed by the following provisions:


 


(i)          Incentive
Options: During the lifetime of the Optionee, Incentive Options shall be exercisable only by the Optionee and shall not
be assignable or transferable other than by will or the laws of inheritance following the Optionee’s death.


 




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(ii)         Non-Statutory
Options. Non-Statutory Options shall be subject to the same limitation on transfer as Incentive Options, except that the
Plan Administrator may structure one or more Non-Statutory Options so that the option may be assigned in whole or in part during
the Optionee’s lifetime to one or more Family Members of the Optionee or to a trust established exclusively for the Optionee
and/or one or more such Family Members, to the extent such assignment is in connection with the Optionee’s estate plan or
pursuant to a domestic relations order. The assigned portion may only be exercised by the person or persons who acquire a proprietary
interest in the option pursuant to the assignment. The terms applicable to the assigned portion shall be the same as those in effect
for the option immediately prior to such assignment and shall be set forth in such documents issued to the assignee as the Plan
Administrator may deem appropriate.


 


(iii)        Beneficiary
Designations. Notwithstanding the foregoing, the Optionee may designate one or more persons as the beneficiary or beneficiaries
of his or her outstanding options under this Article Two (whether Incentive Options or Non-Statutory Options), and those options
shall, in accordance with such designation, automatically be transferred to such beneficiary or beneficiaries upon the Optionee’s
death while holding those options. Such beneficiary or beneficiaries shall take the transferred options subject to all the terms
and conditions of the applicable agreement evidencing each such transferred option, including (without limitation) the limited
time period during which the option may be exercised following the Optionee’s death.


 


		II.	INCENTIVE OPTIONS



 


The terms specified below
shall be applicable to all Incentive Options. Except as modified by the provisions of this Section II, all the provisions of Articles
One, Two and Five shall be applicable to Incentive Options. Options which are specifically designated as Non-Statutory Options
when issued under the Plan shall not be subject to the terms of this Section II.


 


A.           Eligibility.
Incentive Options may only be granted to Employees.


 


B.           Dollar
Limitation. The aggregate Fair Market Value of the shares of Common Stock (determined as of the respective date or dates
of grant) for which one or more options granted to any Employee under the Plan (or any other option plan of the Corporation or
any Parent or Subsidiary) may for the first time become exercisable as Incentive Options during any one calendar year shall not
exceed the sum of One Hundred Thousand Dollars ($100,000).


 


To the extent the Employee
holds two (2) or more such options which become exercisable for the first time in the same calendar year, then for purposes of
the foregoing limitations on the exercisability of those options as Incentive Options, such options shall be deemed to become first
exercisable in that calendar year on the basis of the chronological order in which they were granted, except to the extent otherwise
provided under applicable law or regulation.


 


C.           10%
Shareholder. If any Employee to whom an Incentive Option is granted is a 10% Shareholder, then the exercise price per share
shall not be less than one hundred ten percent (110%) of the Fair Market Value per share of Common Stock on the option grant date,
and the option term shall not exceed five (5) years measured from the option grant date.


 




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		III.	STOCK APPRECIATION RIGHTS



 


A.           Authority.
The Plan Administrator shall have full power and authority, exercisable in its sole discretion, to grant stock appreciation rights
in accordance with this Section III to selected Optionees or other individuals eligible to receive option grants under the Discretionary
Grant Program.


 


B.           Types.
Two types of stock appreciation rights shall be authorized for issuance under this Section III: (i) tandem stock appreciation rights
(“Tandem Rights”) and (ii) stand-alone stock appreciation rights (“Stand-alone Rights”).


 


C.           Tandem
Rights. The following terms and conditions shall govern the grant and exercise of Tandem Rights.


 


1.           One
or more Optionees may be granted a Tandem Right, exercisable upon such terms and conditions as the Plan Administrator may establish,
to elect between the exercise of the underlying option for shares of Common Stock or the surrender of that option in exchange for
a distribution from the Corporation in an amount equal to the excess of (i) the Fair Market Value (on the option surrender date)
of the number of shares in which the Optionee is at the time vested under the surrendered option (or surrendered portion thereof)
over (ii) the aggregate exercise price payable for such vested shares.


 


2.           No
such option surrender shall be effective unless it is approved by the Plan Administrator, either at the time of the actual option
surrender or at any earlier time. If the surrender is so approved, then the distribution to which the Optionee shall accordingly
become entitled under this Section III shall be made in shares of Common Stock valued at Fair Market Value on the option surrender
date.


 


3.           If
the surrender of an option is not approved by the Plan Administrator, then the Optionee shall retain whatever rights the Optionee
had under the surrendered option (or surrendered portion thereof) on the option surrender date and may exercise such rights at
any time prior to the later of (i) five (5) business days after the receipt of the rejection notice or (ii) the last day
on which the option is otherwise exercisable in accordance with the terms of the instrument evidencing such option, but in no event
may such rights be exercised more than seven (7) years after the date of the option grant.


 


D.           Stand-Alone
Rights. The following terms and conditions shall govern the grant and exercise of Stand-alone Rights:


 


1.           One
or more individuals eligible to participate in the Discretionary Grant Program may be granted a Stand-alone Right not tied to any
underlying option under this Discretionary Grant Program. The Stand-alone Right shall relate to a specified number of shares of
Common Stock and shall be exercisable upon such terms and conditions as the Plan Administrator may establish. In no event, however,
may the Stand-alone Right have a maximum term in excess of seven (7) years measured from the grant date. Upon exercise of the Stand-alone
Right, the holder shall be entitled to receive a distribution from the Corporation in an amount equal to the excess of (i) the
aggregate Fair Market Value (on the exercise date) of the shares of Common Stock underlying the exercised right over (ii) the
aggregate base price in effect for those shares.


 




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2.           The
number of shares of Common Stock underlying each Stand-alone Right and the base price in effect for those shares shall be determined
by the Plan Administrator in its sole discretion at the time the Stand-alone Right is granted. In no event, however, may the base
price per share be less than the Fair Market Value per underlying share of Common Stock on the grant date. In the event outstanding
Stand-alone Rights are to be assumed in connection with a Change in Control transaction or otherwise continued in effect, the shares
of Common Stock underlying each such Stand-alone Right shall be adjusted immediately after such Change in Control so as to apply
to the number and class of securities into which those shares of Common Stock would have been converted in consummation of such
Change in Control had those shares actually been outstanding at that time. Appropriate adjustments to reflect such Change in Control
shall also be made to the base price per share in effect under each outstanding Stand-alone Right, provided the aggregate
base price shall remain the same. To the extent the actual holders of the Corporation’s outstanding Common Stock receive
cash consideration for their Common Stock in consummation of the Change in Control, the successor corporation may, in connection
with the assumption or continuation of the outstanding Stand-alone Rights under the Discretionary Grant Program, substitute, for
the securities underlying those assumed rights, one or more shares of its own common stock with a fair market value equivalent
to the cash consideration paid per share of Common Stock in the Change in Control transaction.


 


3.           Stand-alone
Rights shall be subject to the same transferability restrictions applicable to Non-Statutory Options and may not be transferred
during the holder’s lifetime, except if such assignment is in connection with the holder’s estate plan and is to one
or more Family Members of the holder or to a trust established for the holder and/or one or more such Family Members or pursuant
to a domestic relations order covering the Stand-alone Right as marital property. In addition, one or more beneficiaries may be
designated for an outstanding Stand-alone Right in accordance with substantially the same terms and provisions as set forth in
Section I.F of this Article Two.


 


4.           The
distribution with respect to an exercised Stand-alone Right shall be made in shares of Common Stock valued at Fair Market Value
on the exercise date.


 


5.           The
holder of a Stand-alone Right shall have no shareholder rights with respect to the shares subject to the Stand-alone Right unless
and until such person shall have exercised the Stand-alone Right and become a holder of record of the shares of Common Stock issued
upon the exercise of such Stand-alone Right.


 


E.           Post-Service
Exercise. The provisions governing the exercise of Tandem and Stand-alone Rights following the cessation of the recipient’s
Service shall be substantially the same as those set forth in Section I.C of this Article Two for the options granted under the
Discretionary Grant Program, and the Plan Administrator’s discretionary authority under Section I.C.2 of this Article Two
shall also extend to any outstanding Tandem or Stand-alone Appreciation Rights.


 




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F.           Gross
Counting. Upon the exercise of any Tandem or Stand-alone Right under this Section III, the share reserve under Section
V of Article One shall be reduced by the gross number of shares as to which such right is exercised, and not by the net number
of shares actually issued by the Corporation upon such exercise.


 


IV.          CHANGE
IN CONTROL/HOSTILE TAKE-OVER


 


A.          In
the event of a Change in Control, each outstanding Award under the Discretionary Grant Program shall automatically accelerate so
that each such Award shall, immediately prior to the effective date of that Change in Control, become exercisable as to all the
shares of Common Stock at the time subject to such Award and may be exercised as to any or all of those shares as fully vested
shares of Common Stock. However, an outstanding Award under the Discretionary Grant Program shall not become exercisable
on such an accelerated basis if and to the extent: (i) such Award is to be assumed by the successor corporation (or parent thereof)
or is otherwise to continue in full force and effect pursuant to the terms of the Change in Control transaction or (ii) such Award
is to be replaced with a cash retention program of the successor corporation which preserves the spread existing at the time of
the Change in Control on any shares as to which the Award is not otherwise at that time vested and exercisable and provides for
subsequent payout of that spread in accordance with the same exercise/vesting schedule in effect for that Award or (iii) the acceleration
of such Award is subject to other limitations imposed by the Plan Administrator.


 


B.           All
outstanding repurchase rights under the Discretionary Grant Program shall automatically terminate, and the shares of Common Stock
subject to those terminated rights shall immediately vest in full, in the event of a Change in Control, except to the extent: (i)
those repurchase rights are to be assigned to the successor corporation (or parent thereof) or are otherwise to continue in full
force and effect pursuant to the terms of the Change in Control transaction or (ii) such accelerated vesting is precluded by other
limitations imposed by the Plan Administrator.


 


C.           Immediately
following the consummation of the Change in Control, all outstanding Awards under the Discretionary Grant Program shall terminate
and cease to be outstanding, except to the extent assumed by the successor corporation (or parent thereof) or otherwise continued
in full force and effect pursuant to the terms of the Change in Control transaction.


 




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D.           Each
option which is assumed in connection with a Change in Control or otherwise continued in effect 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
Optionee in consummation of such Change in Control had the option been exercised immediately prior to such Change in Control. Appropriate
adjustments to reflect such Change in Control shall also be made to (i) the exercise price payable per share under each outstanding
option, provided the aggregate exercise price payable for such securities shall remain the same, (ii) the maximum number
and/or class of securities available for issuance over the remaining term of the Plan (iii) the maximum number and/or class of
securities which may be issued without cash consideration under the Stock Issuance Program and (iv) the maximum number and/or class
of securities for which any one person may receive Awards under the Plan per calendar year. To the extent the actual holders of
the Corporation’s outstanding Common Stock receive cash consideration for their Common Stock in consummation of the Change
in Control, the successor corporation may, in connection with the assumption or continuation of the outstanding options under the
Discretionary Grant Program, substitute one or more shares of its own common stock with a fair market value equivalent to the cash
consideration paid per share of Common Stock in such Change in Control transaction.


 


E.           The
Plan Administrator shall have the discretionary authority to structure one or more outstanding Awards rights under the Discretionary
Grant Program so that those Awards shall, immediately prior to the effective date of a Change in Control, become exercisable as
to all the shares of Common Stock at the time subject to those Awards and may be exercised as to any or all of those shares as
fully vested shares of Common Stock, whether or not those Awards are to be assumed in the Change in Control transaction or otherwise
continued in effect. In addition, the Plan Administrator shall have the discretionary authority to structure one or more of the
Corporation’s repurchase rights under the Discretionary Grant Program so that those rights shall immediately terminate upon
the consummation of the Change in Control transaction, and the shares subject to those terminated rights shall thereupon vest in
full.


 


F.           The
Plan Administrator shall have full power and authority to structure one or more outstanding Awards under the Discretionary Grant
Program so that those Awards shall become exercisable as to all the shares of Common Stock at the time subject to those Awards
in the event the Optionee’s Service is subsequently terminated by reason of an Involuntary Termination within a designated
period following the effective date of any Change in Control transaction in which those Awards do not otherwise fully accelerate.
In addition, the Plan Administrator may structure one or more of the Corporation’s repurchase rights so that those rights
shall immediately terminate with respect to any shares held by the Optionee at the time of such Involuntary Termination, and the
shares subject to those terminated repurchase rights shall accordingly vest in full at that time.


 


G.           The
Plan Administrator shall have the discretionary authority to structure one or more outstanding Awards under the Discretionary Grant
Program so that those Awards shall, immediately prior to the effective date of a Hostile Take-Over, become exercisable as to all
the shares of Common Stock at the time subject to those Awards and may be exercised as to any or all of those shares as fully vested
shares of Common Stock. In addition, the Plan Administrator shall have the discretionary authority to structure one or more of
the Corporation’s repurchase rights under the Discretionary Grant Program so that those rights shall terminate automatically
upon the consummation of such Hostile Take-Over, and the shares subject to those terminated rights shall thereupon vest in full.
Alternatively, the Plan Administrator may condition the automatic acceleration of one or more outstanding Awards under the Discretionary
Grant Program and the termination of one or more of the Corporation’s outstanding repurchase rights under such program upon
the subsequent termination of the Optionee’s Service by reason of an Involuntary Termination within a designated period following
the effective date of such Hostile Take-Over.


 




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H.           The
portion of any Incentive Option accelerated in connection with a Change in Control or Hostile Take-Over shall remain exercisable
as an Incentive Option only to the extent the applicable One Hundred Thousand Dollar ($100,000) limitation is not exceeded. To
the extent such dollar limitation is exceeded, the accelerated portion of such option shall be exercisable as a Non-statutory Option
under the Federal tax laws.


 


		V.	PROHIBITION ON REPRICING PROGRAMS



 


The Plan Administrator shall
not (i) implement any cancellation/regrant program pursuant to which outstanding options or stock appreciation rights under the
Plan are cancelled and new options or stock appreciation rights are granted in replacement with a lower exercise price per share,
(ii) cancel outstanding options or stock appreciation rights under the Plan with exercise prices per share in excess of the then
current Fair Market Value per share of Common Stock for consideration payable in equity securities of the Corporation or (iii)
otherwise directly reduce the exercise price in effect for outstanding options or stock appreciation rights under the Plan, without
in each such instance obtaining shareholder approval.


 




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article
Three


 


STOCK
ISSUANCE PROGRAM


 


		I.	STOCK ISSUANCE TERMS



 


Shares of Common Stock may
be issued under the Stock Issuance Program, either as vested or unvested shares, through direct and immediate issuances without
any intervening option grants. Each such stock issuance shall be evidenced by a Stock Issuance Agreement which complies with the
terms specified below. Shares of Common Stock may also be issued under the Stock Issuance Program pursuant to share right awards
or restricted stock units which entitle the recipients to receive the shares underlying those awards or units upon the attainment
of designated performance goals or the satisfaction of specified Service requirements or upon the expiration of a designated time
period following the vesting of those awards or units.


 


A.           Issue
Price.


 


1.           The
issue price per share shall be fixed by the Plan Administrator, but shall not be less than one hundred percent (100%) of the Fair
Market Value per share of Common Stock on the issuance date.


 


2.           Shares
of Common Stock may be issued under the Stock Issuance Program for any of the following items of consideration which the Plan Administrator
may deem appropriate in each individual instance:


 


(i)          cash
or check made payable to the Corporation,


 


(ii)         past
services rendered to the Corporation (or any Parent or Subsidiary); or


 


(iii)        any
other valid consideration under the California Corporation Code.


 


B.           Vesting
Provisions.


 


1.           Shares
of Common Stock issued under the Stock Issuance Program may, in the discretion of the Plan Administrator, be fully and immediately
vested upon issuance or may vest in one or more installments over the Participant’s period of Service or upon the attainment
of specified performance objectives. The elements of the vesting schedule applicable to any unvested shares of Common Stock issued
under the Stock Issuance Program shall be determined by the Plan Administrator and incorporated into the Stock Issuance Agreement.
Shares of Common Stock may also be issued under the Stock Issuance Program pursuant to share right awards or restricted stock units
which entitle the recipients to receive the shares underlying those awards or units upon the attainment of designated performance
goals or the satisfaction of specified Service requirements or upon the expiration of a designated time period following the vesting
of those awards or units, including (without limitation) a deferred distribution date following the termination of the Participant’s
Service.


 




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2.           The
Plan Administrator shall also have the discretionary authority, consistent with Code Section 162(m), to structure one or more Awards
under the Stock Issuance Program so that the shares of Common Stock subject to those Awards shall vest (or vest and become issuable)
upon the achievement of certain pre-established corporate performance goals based on one or more of the following criteria: (1)
return on total shareholder equity; (2) earnings per share of Common Stock; (3) net income or operating income (before or after
taxes); (4) earnings before interest, taxes, depreciation and amortization; (5) earnings before interest, taxes, depreciation,
amortization and charges for stock-based compensation, (6) sales or revenue targets; (7) return on assets, capital or investment;
(8) cash flow; (9) market share; (10) cost reduction goals; (11) budget comparisons; (12) measures of customer satisfaction; (13)
any combination of, or a specified increase in, any of the foregoing; (14) new product development or successful completion of
research and development projects; and (15) the formation of joint ventures, research or development collaborations, or the completion
of other corporate transactions intended to enhance the Corporation’s revenue or profitability or enhance its customer base.
In addition, such performance goals may be based upon the attainment of specified levels of the Corporation’s performance
under one or more of the measures described above relative to the performance of other entities and may also be based on the performance
of any of the Corporation’s business units or divisions or any Parent or Subsidiary. Performance goals may include a minimum
threshold level of performance below which no award will be earned, levels of performance at which specified portions of an award
will be earned and a maximum level of performance at which an award will be fully earned. The performance goals may, at the time
they are established for one or more Awards under the Stock Issuance Program, be subject to adjustment for one or more of the following
items: extraordinary, unusual or non-recurring items of gain, loss or expense; items of gain, loss or expense related to (a) the
disposal of a business or discontinued operations or (b) the operations of any business acquired by Corporation; accruals for reorganization
and restructuring cost and expenses; and items of gain, loss or expense attributable to changes in tax laws and regulations, accounting
principles or other applicable laws or regulations.


 


3.           Any
new, substituted or additional securities or other property (including money paid other than as a regular cash dividend) which
the Participant may have the right to receive with respect to the Participant’s unvested shares of Common Stock by reason
of any stock dividend, stock split, recapitalization, combination of shares, exchange of shares or other change affecting the outstanding
Common Stock as a class without the Corporation’s receipt of consideration shall be issued subject to (i) the same vesting
requirements applicable to the Participant’s unvested shares of Common Stock and (ii) such escrow arrangements as the
Plan Administrator shall deem appropriate.


 




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4.           The
Participant shall have full shareholder rights with respect to any shares of Common Stock issued to the Participant under the Stock
Issuance Program, whether or not the Participant’s interest in those shares is vested. Accordingly, the Participant shall
have the right to vote such shares and to receive any dividends paid on such shares, subject to any applicable vesting requirements.
The Participant shall not have any shareholder rights with respect to the shares of Common Stock subject to a restricted stock
unit or share right award until that award vests and the shares of Common Stock are actually issued thereunder. However, dividend-equivalent
units may be paid or credited, either in cash or in actual or phantom shares of Common Stock, on outstanding restricted stock unit
or share right awards, subject to such terms and conditions as the Plan Administrator may deem appropriate.


 


5.           Should
the Participant cease to remain in Service while holding one or more unvested shares of Common Stock issued under the Stock Issuance
Program or should the performance objectives not be attained with respect to one or more such unvested shares of Common Stock,
then those shares shall be immediately surrendered to the Corporation for cancellation, and the Participant shall have no further
shareholder rights with respect to those shares. To the extent the surrendered shares were previously issued to the Participant
for consideration paid in cash or cash equivalent, the Corporation shall repay to the Participant the lower of (i)
the cash consideration paid for the surrendered shares or (ii) the Fair Market Value of those shares at the time of cancellation.


 


6.           The
Plan Administrator may in its discretion waive the surrender and cancellation of one or more unvested shares of Common Stock which
would otherwise occur upon the cessation of the Participant’s Service or the non-attainment of the performance objectives
applicable to those shares. Any such waiver shall result in the immediate vesting of the Participant’s interest in the shares
of Common Stock as to which the waiver applies. Such waiver may be effected at any time, whether before or after the Participant’s
cessation of Service or the attainment or non-attainment of the applicable performance objectives. However, no vesting requirements
tied to the attainment of performance objectives may be waived with respect to shares which were intended at the time of issuance
to qualify as performance-based compensation under Code Section 162(m), except in the event of the Participant’s Involuntary
Termination or as otherwise provided in Section II of this Article Three.


 


7.           Outstanding
share right awards or restricted stock units under the Stock Issuance Program shall automatically terminate, and no shares of Common
Stock shall actually be issued in satisfaction of those awards or units, if the performance goals or Service requirements established
for such awards or units are not attained or satisfied. The Plan Administrator, however, shall have the discretionary authority
to issue vested shares of Common Stock under one or more outstanding share right awards or restricted stock units as to which the
designated performance goals or Service requirements have not been attained or satisfied. However, no vesting requirements tied
to the attainment of performance goals may be waived with respect to awards or units which were intended, at the time those awards
or units were granted, to qualify as performance-based compensation under Code Section 162(m), except in the event of the Participant’s
Involuntary Termination or as otherwise provided in Section II of this Article Three.


 




    	17



    	 



    

 


		II.	CHANGE IN CONTROL/HOSTILE TAKE-OVER



 


A.           All
of the Corporation’s outstanding repurchase rights under the Stock Issuance Program shall terminate automatically, and all
the shares of Common Stock subject to those terminated rights shall immediately vest in full, in the event of any Change in Control,
except to the extent (i) those repurchase rights are to be assigned to the successor corporation (or parent thereof) or are otherwise
to continue in full force and effect pursuant to the terms of the Change in Control transaction or (ii) such accelerated vesting
is precluded by other limitations imposed in the Stock Issuance Agreement.


 


B.           Each
outstanding Award under the Stock Issuance Program which is assumed in connection with a Change in Control or otherwise continued
in effect shall be adjusted immediately after the consummation of that Change in Control so as to apply to the number and class
of securities into which the shares of Common Stock subject to that Award immediately prior to the Change in Control would have
been converted in consummation of such Change in Control had those shares actually been outstanding at that time, and appropriate
adjustments shall also be made to the cash consideration (if any) payable per share thereunder, provided the aggregate amount
of such consideration shall remain the same. To the extent the actual holders of the Corporation’s outstanding Common Stock
receive cash consideration for their Common Stock in consummation of the Change in Control, the successor corporation may, in connection
with the assumption or continuation of the outstanding Awards, substitute one or more shares of its own common stock with a fair
market value equivalent to the cash consideration paid per share of Common Stock in such Change in Control transaction.


 


C.           If
an Award under the Stock Issuance Program is not assumed or otherwise continued in effect or replaced with a cash retention program
of the successor corporation which preserves the Fair Market Value of the underlying shares of Common Stock at the time of the
Change in Control and provides for the subsequent payout of that value in accordance with the same vesting schedule applicable
to those shares, then such Award shall vest, and the shares of Common Stock subject to that Award shall be issued as fully-vested
shares, immediately prior to the consummation of the Change in Control.


 


D.           The
Plan Administrator shall have the discretionary authority to structure one or more unvested Awards under the Stock Issuance Program
so that the shares of Common Stock subject to those Awards shall automatically vest (or vest and become issuable) in whole or in
part immediately upon the occurrence of a Change in Control or upon the subsequent termination of the Participant’s Service
by reason of an Involuntary Termination within a designated period following the effective date of that Change in Control transaction.


 




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E.           The
Plan Administrator shall also have the discretionary authority to structure one or more unvested Awards under the Stock Issuance
Program so that the shares of Common Stock subject to those Awards shall automatically vest (or vest and become issuable) in whole
or in part immediately upon the occurrence of a Hostile Take-Over or upon the subsequent termination of the Participant’s
Service by reason of an Involuntary Termination within a designated period following the effective date of that Hostile Take-Over.


 


F.           The
Plan Administrator’s authority under Paragraphs D and E of this Section II shall also extend to any Awards under the Stock
Issuance Program which are intended to qualify as performance-based compensation under Code Section 162(m), even though the automatic
vesting of those issuances, units or awards pursuant to Paragraph D or E of this Section II may result in their loss of performance-based
status under Code Section 162(m).


 




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article
Four


 


AUTOMATIC
GRANT PROGRAM


 


		I.	TERMS



 


A.          Grant
Dates. Grants shall be made pursuant to the Automatic Grant Program in effect under this Article Four as follows:


 


1.           Each
individual who is first elected or appointed as a non-employee Board member at any time on or after the date of the 2006 Annual
Meeting shall automatically be granted, on the date of such initial election or appointment, a Non-Statutory Option to purchase
not more than ten thousand (10,000) shares of Common Stock and restricted stock units covering not more than three thousand (3,000)
shares of Common Stock, provided that individual has not previously been in the employ of the Corporation or any Parent or Subsidiary.
The actual number of shares for which such initial option grant and restricted stock unit award shall be made shall (subject to
the respective ten thousand (10,000) and three thousand (3,000)-share limits) be determined by the Plan Administrator at the time
of each such grant.


 


2.           On
the date of each annual shareholders meeting, beginning with the 2006 Annual Meeting, each individual who is to continue to serve
as a non-employee Board member, whether or not that individual is standing for re-election to the Board at that particular annual
meeting, shall automatically be granted a Non-Statutory Option to purchase not more than three thousand (3,000) shares of common
stock and restricted stock units covering up to not more than an additional one thousand (1,000) shares of Common Stock, provided
that such individual has served as a non-employee Board member for a period of at least six (6) months. There shall be no limit
on the number of such option grants and restricted stock unit awards any one continuing non-employee Board member may receive over
his or her period of Board service, and non-employee Board members who have previously been in the employ of the Corporation (or
any Parent or Subsidiary) shall be eligible to receive one or more such annual option grants and restricted stock unit awards over
their period of continued Board service. The actual number of shares for which such annual option grants and restricted stock unit
awards are made to each continuing non-employee Board member shall (subject to the respective three thousand (3,000) and one thousand
(1,000)-share limits) be determined by the Plan Administrator on or before the date of the annual shareholders meeting on which
those grants are to be made.


 


B.           Exercise
Price.


 


1.           The
exercise price per share for each option granted under this Article Four shall be equal to one hundred percent (100%) of the
Fair Market Value per share of Common Stock on the option grant date.


 




    	20



    	 



    

 


2.           The
exercise price shall be payable in one or more of the alternative forms authorized under the Discretionary Grant Program. Except
to the extent the sale and remittance procedure specified thereunder is utilized, payment of the exercise price for the purchased
shares must be made on the Exercise Date.


 


C.           Option
Term. Each option granted under this Article Four shall have a maximum term of seven (7) years measured from the option
grant date, subject to earlier termination following the Optionee’s cessation of Service.


 


D.           Exercise
and Vesting of Options. Each option granted under this Article Four shall be immediately exercisable for any or all
of the option shares. However, any unvested shares purchased under the option shall be subject to repurchase by the Corporation,
at the lower of (i) the exercise price paid per share or (ii) the Fair Market Value per share of Common Stock at
the time of repurchase, upon the Optionee’s cessation of Service prior to vesting in those shares. The shares subject to
each initial ten thousand (10,000)-share-or-less grant shall vest, and the Corporation’s repurchase right shall lapse, in
four (4) successive equal annual installments upon the Optionee’s completion of each year of service as a non-employee Board
member over the four (4)-year period measured from the option grant date. The shares subject to each annual three thousand (3,000)-share-or-less
grant made to a non-employee Board member for his or her continued Board service shall vest, and the Corporation’s repurchase
right shall lapse, in one installment upon the earlier of (i) the Optionee’s completion of one (1)-year of
service as a non-employee Board member measured from the grant date or (ii) the Optionee’s continuation in such Board service
through the day immediately preceding the next annual shareholders meeting following such grant date.


 


E.           Vesting
of Restricted Stock Units and Issuance of Shares. Each restricted stock unit award for up to three thousand (3,000) shares
shall vest in a series of four (4) successive equal annual installments upon the individual’s completion of each year of
service as a non-employee Board member over the four (4)-year period measured from the date that award is made. Each restricted
stock unit award for up to one thousand (1,000) shares shall vest in one installment upon the earlier of (i) the individual’s
completion of one (1)-year of service as a non-employee Board member measured from the date that award is made or (ii) the individual’s
continuation in such Board service through the day immediately preceding the next annual shareholders meeting following such grant
date. However, each restricted stock unit award held by an individual under the Automatic Grant Program will immediately vest in
full upon his or her cessation of Board service by reason of death or Permanent Disability. As the restricted stock units under
the Automatic Grant Program vest in one or more installments, the shares of Common Stock underlying those vested units shall be
promptly issued.


 




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F.           Limited
Transferability of Options. Each option under this Article Four may be assigned in whole or in part during the Optionee’s
lifetime to one or more of his or her Family Members or to a trust established exclusively for the Optionee and/or one or more
such Family Members, to the extent such assignment is in connection with the Optionee’s estate plan or pursuant to a domestic
relations order. The assigned portion may only be exercised by the person or persons who acquire a proprietary interest in the
option pursuant to the assignment. The terms applicable to the assigned portion shall be the same as those in effect for the option
immediately prior to such assignment and shall be set forth in such documents issued to the assignee as the Plan Administrator
may deem appropriate. The Optionee may also designate one or more persons as the beneficiary or beneficiaries of his or her outstanding
options under this Article Four, and the options shall, in accordance with such designation, automatically be transferred to such
beneficiary or beneficiaries upon the Optionee’s death while holding those options. Such beneficiary or beneficiaries shall
take the transferred options subject to all the terms and conditions of the applicable agreement evidencing each such transferred
option, including (without limitation) the limited time period during which the option may be exercised following the Optionee’s
death.


 


G.          Termination
of Service. The following provisions shall govern the exercise of any options held by the Optionee at the time the Optionee
ceases Service:


 


(i)          The
Optionee (or, in the event of Optionee’s death while holding the option, the personal representative of the Optionee’s
estate or the person or persons to whom the option is transferred pursuant to the Optionee’s will or the laws of inheritance
or the designated beneficiary or beneficiaries of such option) shall have a twelve (12)-month period following the date of such
cessation of Service in which to exercise such option.


 


(ii)         During
the twelve (12)-month exercise period, the option may not be exercised in the aggregate for more than the number of vested shares
of Common Stock for which the option is exercisable at the time of the Optionee’s cessation of Service. However, should the
Optionee cease to serve as a Board member by reason of death or Permanent Disability, then all shares at the time subject to the
option shall immediately vest so that such option may, during the twelve (12)-month exercise period following such cessation of
Board service, be exercised for any or all of those shares as fully vested shares of Common Stock.


 


(iii)        In
no event shall the option remain exercisable after the expiration of the option term. Upon the expiration of the twelve (12)-month
exercise period or (if earlier) upon the expiration of the option term, the option shall terminate and cease to be outstanding
for any vested shares for which the option has not been exercised. However, the option shall, immediately upon the Optionee’s
cessation of Service for any reason (other than cessation of Board service by reason of death or Permanent Disability), terminate
and cease to be outstanding to the extent the option is not otherwise at that time exercisable for vested shares.


 




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		II.	CHANGE IN CONTROL/HOSTILE TAKE-OVER



 


A.         In
the event of any Change in Control while the individual remains in Service, the following provisions shall apply:


 


(i)           Should
a Change in Control occur prior to the Optionee’s cessation of Service, then the shares of Common Stock at the time subject
to each outstanding option held by such Optionee under this Automatic Grant Program but not otherwise vested shall automatically
vest in full so that each such option shall, immediately prior to the effective date of the Change in Control, become exercisable
for all the option shares as fully vested shares of Common Stock and may be exercised for any or all of those vested shares. Immediately
following the consummation of the Change in Control, each automatic option grant shall terminate and cease to be outstanding, except
to the extent assumed by the successor corporation (or parent thereof) or otherwise continued in effect pursuant to the terms of
the Change in Control transaction.


 


(ii)          The
shares of Common Stock which are at the time of such Change in Control subject to any outstanding restricted stock units awarded
to such individual under the Automatic Grant Program shall, immediately prior to the effective date of the Change in Control, vest
in full and be issued to such individual as soon as administratively practicable thereafter, but in no event later than fifteen (15)
business days.


 


B.          In
the event of a Hostile Take-Over while the individual remains in Service, the following provisions shall apply:


 


(i)           The
shares of Common Stock at the time subject to each outstanding option held by such Optionee under this Automatic Grant Program
but not otherwise vested shall automatically vest in full so that each such option shall, immediately prior to the effective date
of the Hostile Take-Over, become exercisable for all the option shares as fully vested shares of Common Stock and may be exercised
for any or all of those vested shares. Each such option shall remain exercisable for such fully vested option shares until the
expiration or sooner termination of the option term.


 


(ii)          The
shares of Common Stock which are at the time of the Hostile Take-Over subject to any restricted stock units awarded to such individual
under this Automatic Grant Program shall, immediately prior to the effective date of the Hostile Take-Over, vest in full and be
issued to such individual as soon as administratively practicable thereafter, but in no event later than fifteen (15) business
days.


 




    	23



    	 



    

 


C.          All
outstanding repurchase rights under this Automatic Grant Program shall automatically terminate, and the shares of Common Stock
subject to those terminated rights shall immediately vest in full, in the event of any Change in Control or Hostile Take-Over.


 


D.           Each
option which is assumed in connection with a Change in Control or otherwise continued in effect 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
Optionee in consummation of such Change in Control had the option been exercised immediately prior to such Change in Control. Appropriate
adjustments shall also be made to the exercise price payable per share under each outstanding option, provided the aggregate
exercise price payable for such securities shall remain the same. To the extent the actual holders of the Corporation’s outstanding
Common Stock receive cash consideration for their Common Stock in consummation of the Change in Control, the successor corporation
may, in connection with the assumption or continuation of the outstanding options under the Automatic Grant Program, substitute
one or more shares of its own common stock with a fair market value equivalent to the cash consideration paid per share of Common
Stock in such Change in Control transaction.


 


		III.	REMAINING TERMS



 


The remaining terms of each
grant shall be the same as the terms in effect for option grants made under the Discretionary Grant Program, including the prohibition
on repricing contained in Section V of Article Two.


 


		IV.	ALTERNATIVE AWARDS



 


The Compensation Committee
shall have full power and authority to award, in lieu of one or more initial or annual automatic option grants under this Article
Four, unvested shares of Common Stock or restricted stock units which in each instance have an aggregate Fair Market Value substantially
equal to the fair value (as determined for financial reporting purposes in accordance with Financial Accounting Standard 123R or
any successor standard) of the automatic option grant which such award replaces. Any such alternative award shall be made at the
same time the automatic option grant or restricted stock unit award which it replaces would have been made, and the vesting provisions
(including vesting acceleration) applicable to such award shall be substantially the same as in effect for the automatic option
grant or restricted stock unit award so replaced.


 




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article
Five


 


MISCELLANEOUS


 


		I.	TAX WITHHOLDING



 


A.          The
Corporation’s obligation to deliver shares of Common Stock upon the issuance, exercise or vesting of an Award under the Plan
shall be subject to the satisfaction of all applicable income and employment tax withholding requirements.


 


B.           The
Plan Administrator may, in its discretion, provide any or all Optionees and Participants to whom Awards are made under the Plan
(other than the Awards made under the Automatic Grant Program) with the right to use shares of Common Stock in satisfaction of
all or part of the Withholding Taxes to which such individuals may become subject in connection with the issuance, exercise or
vesting of those Awards. Such right may be provided to any such holder in either or both of the following formats:


 


Stock Withholding:
The election to have the Corporation withhold, from the shares of Common Stock otherwise issuable upon the issuance, exercise or
vesting of such Award, a portion of those shares with an aggregate Fair Market Value equal to the percentage of the Withholding
Taxes (not to exceed one hundred percent (100%)) designated by such individual. The shares of Common Stock so withheld shall reduce
the number of shares of Common Stock authorized for issuance under the Plan.


 


Stock Delivery:
The election to deliver to the Corporation, at the time of the issuance, exercise or vesting of the Award, one or more shares of
Common Stock previously acquired by such holder (other than in connection with the issuance exercise or vesting of the shares triggering
the Withholding Taxes) with an aggregate Fair Market Value equal to the percentage of the Withholding Taxes (not to exceed one
hundred percent (100%)) designated by the individual. The shares of Common Stock so delivered shall not be added to the shares
of Common Stock authorized for issuance under the Plan.


 


		II.	SHARE ESCROW/LEGENDS



 


Unvested shares may, in the
Plan Administrator’s discretion, be held in escrow by the Corporation until the Participant’s interest in such shares
vests or may be issued directly to the Participant with restrictive legends on the certificates evidencing those unvested shares.


 


		III.	EFFECTIVE DATE AND TERM OF THE PLAN



 


A.          The
Plan shall become effective on the Plan Effective Date.


 




    	25



    	 



    

 


B.           The
Plan shall serve as the successor to the Predecessor Plans, and no further option grants or stock issuances shall be made under
the Predecessor Plans if this Plan is approved by the stockholders at the 2006 Annual Meeting. Such stockholder approval be obtained,
then all options outstanding under the Predecessor Plans at the time of the 2006 Annual Meeting shall be transferred to this Plan.


 


C.           The
Plan shall terminate upon the earliest to occur of (i) February 22, 2016, (ii) the date on which all shares available
for issuance under the Plan shall have been issued as fully vested shares or (iii) the termination of all outstanding Awards
in connection with a Change in Control. Should the Plan terminate on February 22, 2016, then all Awards outstanding at that time
shall continue to have force and effect in accordance with the provisions of the documents evidencing those Awards.


 


		IV.	AMENDMENT OF THE PLAN



 


A.          The
Board shall have complete and exclusive power and authority to amend or modify the Plan in any or all respects. However, no such
amendment or modification shall adversely affect the rights and obligations with respect to Awards at the time outstanding under
the Plan unless the Optionee or the Participant consents to such amendment or modification. In addition, amendments to the Plan
will be subject to stockholder approval to the extent required under applicable law or regulation or pursuant to the listing standards
of the stock exchange (or the Nasdaq National Market) on which the Common Stock is at the time primarily traded.


 


B.           The
Compensation Committee of the Board shall have the discretionary authority to adopt and implement from time to time such addenda
or subplans to the Plan as it may deem necessary in order to bring the Plan into compliance with applicable laws and regulations
of any foreign jurisdictions in which grants or awards are to be made under the Plan and/or to obtain favorable tax treatment in
those foreign jurisdictions for the individuals to whom the grants or awards are made.


 


C.           Awards
may be made under the Plan that involve shares of Common Stock in excess of the number of shares then available for issuance under
the Plan, provided no shares shall actually be issued pursuant to those Awards until the number of shares of Common Stock available
for issuance under the Plan is sufficiently increased by shareholder approval of an amendment of the Plan authorizing such increase.
If shareholder approval is required and is not obtained within twelve (12) months after the date the first excess Award is made,
then all Awards granted on the basis of such excess shares shall terminate and cease to be outstanding.


 


		V.	USE OF PROCEEDS



 


Any cash proceeds received
by the Corporation from the sale of shares of Common Stock under the Plan shall be used for general corporate purposes.


 




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		VI.	REGULATORY APPROVALS



 


A.          The
implementation of the Plan, the grant of any Award and the issuance of shares of Common Stock in connection with the issuance,
exercise or vesting of any Award made under the Plan shall be subject to the Corporation’s procurement of all approvals and
permits required by regulatory authorities having jurisdiction over the Plan, the Awards made under the Plan and the shares of
Common Stock issuable pursuant to those Awards.


 


B.           No
shares of Common Stock or other assets shall be issued or delivered under the Plan unless and until there shall have been compliance
with all applicable requirements of applicable securities laws, including the filing and effectiveness of the Form S-8 registration
statement for the shares of Common Stock issuable under the Plan, and all applicable listing requirements of any Stock Exchange
(or the Nasdaq National Market, if applicable) on which Common Stock is then listed for trading.


 


		VII.	NO EMPLOYMENT/SERVICE RIGHTS



 


Nothing in the Plan shall
confer upon the Optionee or the Participant any right to continue in Service for any period of specific duration or interfere with
or otherwise restrict in any way the rights of the Corporation (or any Parent or Subsidiary employing or retaining such person)
or of the Optionee or the Participant, which rights are hereby expressly reserved by each, to terminate such person’s Service
at any time for any reason, with or without cause.


 




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APPENDIX 


 


The following definitions
shall be in effect under the Plan:


 


A.           Annual
Meeting shall mean the annual meeting of the Corporation’s shareholders.


 


B.           Automatic
Grant Program shall mean the automatic option grant program in effect under Article Four of the Plan.


 


C.          Award
shall mean any of the following stock or stock-based awards authorized for issuance or grant under the Plan: stock option, stock
appreciation right, direct stock issuance, restricted stock or restricted stock unit award or other stock-based award.


 


D.           Board
shall mean the Corporation’s Board of Directors.


 


E.           Change
in Control shall mean a change in ownership or control of the Corporation effected through any of the following transactions:


 


(i)           a
merger, consolidation or other reorganization approved by the Corporation’s shareholders, unless securities representing
more than fifty percent (50%) of the total combined voting power of the voting securities of the successor corporation are immediately
thereafter beneficially owned, directly or indirectly and in substantially the same proportion, by the persons who beneficially
owned the Corporation’s outstanding voting securities immediately prior to such transaction,


 


(ii)          a
shareholder-approved sale, transfer or other disposition (including in whole or in part through one or more licensing arrangements)
of all or substantially all of the Corporation’s assets, or


 


(iii)         the
closing of any transaction or series of related transactions pursuant to which any person or any group of persons comprising a
“group” within the meaning of Rule 13d-5(b)(1) of the 1934 Act (other than the Corporation or a person that, prior
to such transaction or series of related transactions, directly or indirectly controls, is controlled by or is under common control
with, the Corporation) becomes directly or indirectly the beneficial owner (within the meaning of Rule 13d-3 of the 1934 Act) of
securities possessing (or convertible into or exercisable for securities possessing) more than fifty percent (50%) of the total
combined voting power of the Corporation’s securities (as measured in terms of the power to vote with respect to the election
of Board members) outstanding immediately after the consummation of such transaction or series of related transactions, whether
such transaction involves a direct issuance from the Corporation or the acquisition of outstanding securities held by one or more
of the Corporation’s existing shareholders.


 




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F.           Code
shall mean the Internal Revenue Code of 1986, as amended.


 


G.          Common
Stock shall mean the Corporation’s common stock.


 


H.          Compensation
Committee shall mean the Compensation Committee of the Board comprised of two (2) or more non-employee Board members.


 


I.            Corporation
shall mean American Shared Hospital Services, a California corporation, and any corporate successor to all or substantially
all of the assets or voting stock of American Shared Hospital Services which has by appropriate action assumed the Plan.


 


J.           Discretionary
Grant Program shall mean the discretionary grant program in effect under Article Two of the Plan pursuant to which stock
options and stock appreciation rights may be granted to one or more eligible individuals.


 


K.          Eligible
Director shall mean a non-employee Board member eligible to participate in the Automatic Grant Program in accordance with
the eligibility provisions of Articles One and Four.


 


L.           Employee
shall mean an individual who is in the employ of the Corporation (or any Parent or Subsidiary, whether now existing or subsequently
established), subject to the control and direction of the employer entity as to both the work to be performed and the manner and
method of performance.


 


M.          Exercise Date
shall mean the date on which the Corporation shall have received written notice of the option exercise.


 


N.           Fair
Market Value per share of Common Stock on any relevant date shall be determined in accordance with the following provisions:


 


(i)           If
the Common Stock is at the time traded on the NASDAQ National Market, then the Fair Market Value shall be the closing selling price
per share of Common Stock at the close of regular hours trading (i.e., before after- hours trading begins) on the NASDAQ National
Market on the date in question, as such price is reported by the National Association of Securities Dealers. If there is no closing
selling price for the Common Stock on the date in question, then the Fair Market Value shall be the closing selling price on the
last preceding date for which such quotation exists.


 




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(ii)          If
the Common Stock is at the time listed on any Stock Exchange, then the Fair Market Value shall be the closing selling price per
share of Common Stock at the close of regular hours trading (i.e., before after-hours trading begins) on the date in question on
the Stock Exchange determined by the Plan Administrator to be the primary market for the Common Stock, as such price is officially
quoted in the composite tape of transactions on such exchange. If there is no closing selling price for the Common Stock on the
date in question, then the Fair Market Value shall be the closing selling price on the last preceding date for which such quotation
exists.


 


O.           Family
Member means, with respect to a particular Optionee or Participant, any child, stepchild, grandchild, parent, stepparent,
grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law
or sister-in-law.


 


P.           Hostile
Take-Over shall mean a change in ownership or control of the Corporation effected through either of the following transactions:


 


(i)           a
change in the composition of the Board over a period of thirty-six (36) consecutive months or less such that a majority of the
Board members ceases, by reason of one or more contested elections for Board membership, to be comprised of individuals who either
(A) have been Board members continuously since the beginning of such period or (B) have been elected or nominated for election
as Board members during such period by at least a majority of the Board members described in clause (A) who were still in office
at the time the Board approved such election or nomination, or


 


(ii)          the
acquisition, directly or indirectly, by any person or related group of persons (other than the Corporation or a person that directly
or indirectly controls, is controlled by, or is under common control with, the Corporation) of beneficial ownership (within the
meaning of Rule 13d-3 of the 1934 Act) of securities possessing more than fifty percent (50%) of the total combined voting power
of the Corporation’s outstanding securities pursuant to a tender or exchange offer made directly to the Corporation’s
shareholders which the Board does not recommend such shareholders to accept.


 


Q.           Incentive
Option shall mean an option which satisfies the requirements of Code Section 422.


 


R.           Involuntary
Termination shall mean the termination of the Service of any individual which occurs by reason of:


 


(i)           such
individual’s involuntary dismissal or discharge by the Corporation (or any Parent or Subsidiary) for reasons other than Misconduct,
or


 




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(ii)          such
individual’s voluntary resignation following (A) a change in his or her position with the Corporation (or any Parent or Subsidiary)
which materially reduces his or her duties and responsibilities or the level of management to which he or she reports, (B) a reduction
in his or her level of compensation (including base salary, fringe benefits and target bonus under any corporate-performance based
bonus or incentive programs) by more than fifteen percent (15%) or (C) a relocation of such individual’s place of employment
by more than fifty (50) miles, provided and only if such change, reduction or relocation is effected by the Corporation (or
any Parent or Subsidiary) without the individual’s consent.


 


S.           Misconduct
shall mean the commission of any act of fraud, embezzlement or dishonesty by the Optionee or Participant, any unauthorized
use or disclosure by such person of confidential information or trade secrets of the Corporation (or any Parent or Subsidiary),
or any other intentional misconduct by such person adversely affecting the business or affairs of the Corporation (or any Parent
or Subsidiary) in a material manner. The foregoing definition shall not in any way preclude or restrict the right of the Corporation
(or any Parent or Subsidiary) to discharge or dismiss any Optionee, Participant or other person in the Service of the Corporation
(or any Parent or Subsidiary) for any other acts or omissions, but such other acts or omissions shall not be deemed, for purposes
of the Plan, to constitute grounds for termination for Misconduct.


 


T.           1934
Act shall mean the Securities Exchange Act of 1934, as amended.


 


U.           Non-Statutory
Option shall mean an option not intended to satisfy the requirements of Code Section 422.


 


V.           Optionee
shall mean any person to whom an option is granted under the Discretionary Grant or Automatic Grant Program.


 


W.          Parent shall
mean any corporation (other than the Corporation) in an unbroken chain of corporations ending with the Corporation, provided each
corporation in the unbroken chain (other than the Corporation) owns, at the time of the determination, stock possessing fifty percent
(50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.


 


X.           Participant
shall mean any person who is issued shares of Common Stock or restricted stock units or other stock-based awards under the
Stock Issuance Program.


 


Y.           Permanent
Disability or Permanently Disabled shall mean the inability of the Optionee or the Participant to engage in any substantial
gainful activity by reason of any medically determinable physical or mental impairment expected to result in death or to be of
continuous duration of twelve (12) months or more. However, solely for purposes of the Automatic Grant Program, Permanent Disability
or Permanently Disabled shall mean the inability of the non-employee Board member to perform his or her usual duties as a Board
member by reason of any medically determinable physical or mental impairment expected to result in death or to be of continuous
duration of twelve (12) months or more.


 




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Z.           Plan
shall mean the Corporation’s 2006 Stock Incentive Plan, as set forth in this document.


 


AA.       Plan
Administrator shall mean the particular entity, whether the Compensation Committee, the Board or the Secondary Board Committee,
which is authorized to administer the Discretionary Grant and Stock Issuance Programs with respect to one or more classes of eligible
persons, to the extent such entity is carrying out its administrative functions under those programs with respect to the persons
under its jurisdiction.


 


BB.        Plan
Effective Date shall mean the date on which the Plan is approved by the shareholders at the 2006 Annual Meeting.


 


CC.        Predecessor
Plans shall mean (i) the Corporation’s 2001 Stock Option Plan and (ii) the Corporation’s 1995 Stock Option
Plan, as each such Plan is in effect immediately prior to the 2006 Annual Meeting.


 


DD.       Secondary
Board Committee shall mean a committee of one or more Board members appointed by the Board to administer the Discretionary
Grant and Stock Issuance Programs with respect to eligible persons other than Section 16 Insiders.


 


EE.         Section
16 Insider shall mean an officer or director of the Corporation subject to the short-swing profit liabilities of Section
16 of the 1934 Act.


 


FF.         Service
shall mean the performance of services for the Corporation (or any Parent or Subsidiary, whether now existing or subsequently
established) by a person in the capacity of an Employee, a non-employee member of the board of directors or a consultant or independent
advisor, except to the extent otherwise specifically provided in the documents evidencing the option grant or stock issuance. For
purposes of the Plan, an Optionee or Participant shall be deemed to cease Service immediately upon the occurrence of the either
of the following events: (i) the Optionee or Participant no longer performs services in any of the foregoing capacities for the
Corporation or any Parent or Subsidiary or (ii) the entity for which the Optionee or Participant is performing such services ceases
to remain a Parent or Subsidiary of the Corporation, even though the Optionee or Participant may subsequently continue to perform
services for that entity. Service shall not be deemed to cease during a period of military leave, sick leave or other personal
leave approved by the Corporation; provided, however, that should such leave of absence exceed three (3) months, then for
purposes of determining the period within which an Incentive Option may be exercised as such under the federal tax laws, the Optionee’s
Service shall be deemed to cease on the first day immediately following the expiration of such three (3)-month period, unless Optionee
is provided with the right to return to Service following such leave either by statute or by written contract. Except to the extent
otherwise required by law or expressly authorized by the Plan Administrator or by the Corporation’s written policy on leaves
of absence, no Service credit shall be given for vesting purposes for any period the Optionee or Participant is on a leave of absence.


 




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GG.        Stock
Exchange shall mean either the American Stock Exchange or the New York Stock Exchange.


 


HH.       Stock
Issuance Agreement shall mean the agreement entered into by the Corporation and the Participant at the time of issuance
of shares of Common Stock under the Stock Issuance Program.


 


II.           Stock
Issuance Program shall mean the stock issuance program in effect under Article Three of the Plan.


 


JJ.          Subsidiary
shall mean any corporation (other than the Corporation) in an unbroken chain of corporations beginning with the Corporation, provided
each corporation (other than the last corporation) in the unbroken chain owns, at the time of the determination, stock possessing
fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such
chain.


 


KK.       10%
Shareholder shall mean the owner of stock (as determined under Code Section 424(d)) possessing more than ten percent (10%)
of the total combined voting power of all classes of stock of the Corporation (or any Parent or Subsidiary).


 


LL.         Withholding
Taxes shall mean the applicable income and employment withholding taxes to which to which the Optionee or Participant may
become subject in connection with the issuance, exercise or vesting of the Award made to him or her under the Plan.


 




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