Exhibit 10.1


    Exhibit
      10.1

    
 

    
      	
               

               

               

               

               

               

               

               

              FIRST
                MID-ILLINOIS BANCSHARES, INC.

              2007
                STOCK INCENTIVE PLAN

               

               

               

               

               

               

               

               

               

               

            


    

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	
              TABLE
                OF CONTENTS

            
	 	 	 
	 	 	
              Page

            
	 	 	 
	
              1.

            	
              PURPOSE
                OF THE PLAN

            	
              1

            
	
              2.

            	
              DEFINITIONS

            	
              1

            
	
              3.

            	
              ADMINISTRATION
                OF THE PLAN

            	
              2

            
	
              4.

            	
              SHARES
                SUBJECT TO THE PLAN

            	
              3

            
	
              5.

            	
              STOCK
                OPTIONS

            	
              3

            
	
              6.

            	
              STOCK
                AWARDS

            	
              4

            
	
              7.

            	
              STOCK
                APPRECIATION RIGHTS

            	
              4

            
	
              8.

            	
              STOCK
                UNITS

            	
              5

            
	
              9.

            	
              CHANGE
                IN CONTROL

            	
              5

            
	
              10.

            	
              AWARD
                AGREEMENTS

            	
              6

            
	
              11.

            	
              NONTRANSFERABILITY

            	
              6

            
	
              12.

            	
              WITHHOLDING
                OF TAX

            	
              6

            
	
              13.

            	
              STOCK
                CERTIFICATES

            	
              6

            
	
              14.

            	
              RIGHT
                OF FIRST REFUSAL

            	
              7

            
	
              15.

            	
              DELIVERY
                AND REGISTRATION OF STOCK

            	
              7

            
	
              16.

            	
              AMENDMENT
                OR TERMINATION OF THE PLAN OR AWARD AGREEMENTS

            	
              7

            
	
              17.

            	
              TERM
                OF PLAN

            	
              8

            
	
              18.

            	
              SERVICE

            	
              8

            
	
              19.

            	
              GOVERNING
                LAW

            	
              8

            


    

     

    
      
        
        

      

      
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    FIRST
      MID-ILLINOIS BANCSHARES, INC.

    2007
      STOCK INCENTIVE PLAN

    


    
      	1.  	
              Purpose
                of the Plan

               

            


    

    First
      Mid-Illinois Bancshares, Inc. (the “Company”) hereby adopts the First
      Mid-Illinois Bancshares, Inc. 2007 Stock Incentive Plan (the “Plan”) as of
      February 27, 2007, subject to approval by Company stockholders at the Company’s
      annual meeting of stockholders to be held on May 23, 2007. The Plan is intended
      to provide a means whereby directors, employees, consultants and advisors of
      the
      Company and its Subsidiaries may sustain a sense of proprietorship and personal
      involvement in the continued development and financial success of the Company
      and its Subsidiaries, thereby advancing the interests of the Company and its
      stockholders. Accordingly, directors and selected employees, consultants and
      advisors may be provided the opportunity to acquire shares of Common Stock
      of
      the Company or otherwise participate in the financial success of the Company,
      on
      the terms and conditions established herein.

     

    
      	2.  	
              Definitions

               

            


    

    The
      following terms shall be defined as set forth below:

     

    (a)  “Award”
shall
      mean any award granted under the Plan, including Stock Options, Stock Awards,
      Stock Appreciation Rights and Stock Units.

     

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

     

    (c)  “Change
      in Control”
shall
      mean:

    (i)  the
      consummation of the acquisition by any person (as such term is defined in
      Section 13(d) or 14(d) of the Exchange Act) of beneficial ownership (within
      the
      meaning of Rule 13d-3 promulgated under the Exchange Act) of 50% or more of
      the
      combined voting power of the then outstanding voting securities of the Company
      other than through the receipt of Shares pursuant to the Plan or the First
      Mid-Illinois Bancshares, Inc. Dividend Reinvestment Plan; 

    (ii)  the
      individuals who, as of the date hereof, are members of the Board cease for
      any
      reason to constitute a majority of the Board, unless the election, or nomination
      for election by the stockholders of the Company, of any new director was
      approved by a vote of a majority of the board, and such new director shall,
      for
      purposes of this Agreement, be considered as a member of the Board;
      or

    (iii)  approval
      by stockholders of the Company of: (A) a merger or consolidation if the
      stockholders, immediately before such merger or consolidation, do not, as a
      result of such merger or consolidation, own, directly or indirectly, more than
      50% of the combined voting power of the then outstanding voting securities
      of
      the entity resulting from such merger or consolidation in substantially the
      same
      proportion as their ownership of the combined voting power of the voting
      securities of the Company outstanding immediately before such merger or
      consolidation; or (B) a complete liquidation or dissolution or an agreement
      for
      the sale or other disposition of all or substantially all of the assets of
      the
      Company.

     

    Notwithstanding
      the foregoing, a Change in Control shall not be deemed to occur solely because
      50% or more of the combined voting power of the then outstanding securities
      of
      the Company are acquired by a trustee or other fiduciary holding securities
      under one or more employee benefit plans maintained for employees of the entity,
      or by any corporation which, immediately prior to such acquisition, is owner
      directly or indirectly by the stockholders in the same proportion as their
      ownership of stock immediately prior to such acquisition.

     

    (d)  “Code”
shall
      mean the Internal Revenue Code of 1986, and any amendments thereto.

     

    (e)  “Committee”
shall
      mean the committee appointed by the Board in accordance with Section 3
      hereof.

     

    
      
        
        

      

      
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    (f)  “Company”
shall
      mean First Mid-Illinois Bancshares, Inc., a Delaware corporation.

     

    (g)  “Exchange
      Act”
shall
      mean the Securities Exchange Act of 1934, and any amendments
      thereto.

     

    (h)  “Fair
      Market Value”
shall
      mean the closing sales price of a Share on a given date, or as otherwise
      determined by the Committee in its discretion.

     

    (i)  “Incentive
      Stock Option”
or
      “ISO”
shall
      mean a stock option awarded under Section 5 of the Plan that satisfies the
      requirements of Code Section 422 or any successor provision.

     

    (j)  “Nonqualified
      Stock Option”
or
      “NSO”
shall
      mean a stock option awarded under Section 5 of the Plan that is not an Incentive
      Stock Option.

     

    (k)  “Participant”
shall
      mean any director or employee of, or consultant or advisor to, the Company
      or a
      Subsidiary who is selected to participate in the Plan.

     

    (l)  “Securities
      Act”
shall
      mean the Securities Act of 1933, and any amendments thereto.

     

    (m)  “Share”
shall
      mean a share of common stock of the Company.

     

    (n)  “Stock
      Appreciation Right”
or
      “SAR”
shall
      mean a right awarded under Section 7 of the Plan to receive the appreciation
      in
      the Fair Market Value of a stated number of Shares.

    (o)  “Stock
      Award”
shall
      mean a grant of Shares awarded under Section 6 of the Plan.

     

    (p)  “Stock
      Option”
shall
      mean an Incentive Stock Option or Nonqualified Stock Option granted under the
      Plan.

     

    (q)  “Stock
      Unit”
shall
      mean a right to receive Shares awarded under Section 8 of the Plan.

     

    (r)  “Subsidiary”
shall
      mean an entity of which the Company is the direct or indirect beneficial owner
      of not less than 50% of all issued and outstanding equity interest of such
      entity.

     

    
      	3.  	
              Administration
                of the Plan

               

            


    

    (a)  The
      Committee.
      The
      Plan shall be administered by a Committee appointed by the Board of Directors
      of
      the Company which shall be comprised of two or more directors who are “outside
      directors” (within the meaning of Code Section 162(m)) and “non-employee
      directors” (within the meaning of Rule 16b-3 under the Exchange Act). The
      Committee shall have sole authority to:

    (i)  select
      the directors, employees, consultants and advisors to whom the Awards shall
      be
      granted under the Plan;

    (ii)  establish
      the timing, amount and conditions of each such Award and other limitations,
      restrictions, terms and conditions applicable to each such Award;

    (iii)  prescribe
      any legend to be affixed to certificates representing such Awards;

    (iv)  interpret
      the Plan; and

    (v)  adopt
      such rules, regulations, forms and agreements, not inconsistent with the
      provisions of the Plan, as it may deem advisable to carry out the
      Plan.

    All
      decisions made by the Committee in administering the Plan shall be final. No
      member of the Board or the Committee shall be liable for any action taken or
      determination made hereunder in good faith. 

     

    
      
        
        

      

      
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    (b)  Performance
      Goals.
      The
      Committee may, in its discretion, provide that any Award granted under the
      Plan
      shall be subject to the attainment of performance goals, including those that
      qualify the Award as “performance-based compensation” within the meaning of Code
      Section 162(m). Performance goals may be based on one or more business criteria,
      including but not limited to: earnings or earnings per share; return on equity;
      common stock price; return on investment; return on assets; net income; expense
      management; credit quality; revenue growth; or operating leverage. Performance
      goals may be absolute in their terms or measured against or in relationship
      to
      the performance of other companies or indices selected by the Committee. In
      addition, performance goals may be adjusted for any events or occurrences
      (including acquisition expenses, extraordinary charges, losses from discontinued
      operations, restatements and accounting charges and restructuring expenses),
      as
      may be determined by the Committee. Performance goals may be particular to
      one
      or more lines of business or Subsidiaries or may be based on the performance
      of
      the Company and its Subsidiaries as a whole. With respect to each performance
      period established by the Committee, the Committee shall establish such
      performance goals relating to one or more of the business criteria described
      above, and shall establish targets for Participants for achievement of
      performance goals. The performance goals and performance targets established
      by
      the Committee may be identical for all Participants for a given performance
      period or, at the discretion of the Committee, may differ among Participants.
      Following the completion of each performance period, the Committee shall
      determine the extent to which performance goals for that performance period
      have
      been achieved and shall authorize Awards, as applicable, to the Participant
      for
      whom the targets were established.

     

    
      	4.  	
              Shares
                Subject to the Plan

               

            


    

    (a)  Total
      Number of Shares.
      The
      total number of Shares that may be issued under the Plan shall be 200,000
      Shares. Any Shares that remain unissued at the termination of the Plan shall
      cease to be subject to the Plan, but until termination of the Plan, the Company
      shall at all times make available sufficient Shares to meet the requirements
      of
      the Plan. 

     

    (b)  Reuse
      of Shares.
      The
      number of Shares delivered by a Participant or withheld by the Company on behalf
      of any such Participant as full or partial payment of an Award, including the
      exercise price of a Stock Option or any required withholding taxes, shall once
      again be available for issuance pursuant to subsequent Awards, and shall not
      count towards the aggregate number of Shares that may be issued under the Plan.
      Any Shares subject to an Award may thereafter be available for issuance pursuant
      to subsequent Awards, and shall not count towards the aggregate number of Shares
      that may be issued under the Plan, if there is a lapse, forfeiture, expiration,
      termination or cancellation of any such prior Award for any reason, or if Shares
      are issued under such Award and thereafter are reacquired by the Company
      pursuant to rights reserved by the Company upon issuance thereof.

     

    (c)  Shares
      Under Awards.
      The
      maximum number of Shares as to which an employee of the Company or a Subsidiary
      may receive Stock Options in any calendar year is 50,000. The maximum number
      of
      Shares that may be used for Awards other than Stock Options that are intended
      to
      qualify as “performance based” in accordance with Code Section 162(m) that may
      be granted to any employee of the Company or a Subsidiary in any calendar year
      is 50,000, or, in the event the Award is settled in cash, an amount equal to
      the
      Fair Market Value of such number of Shares on the date on which the Award is
      settled. The maximum number of Shares that may be subject to Incentive Stock
      Options is 200,000.

     

    (d)  Adjustment.
      Awards
      under the Plan shall be adjusted to reflect a change in the outstanding Shares
      of the Company by reason of a recapitalization, reclassification,
      reorganization, stock split, reverse stock split, combination or exchange of
      shares, stock dividend or similar transaction. The adjustment shall be made
      in
      an equitable manner which shall cause the intended benefits under the Awards
      to
      remain unchanged as a result of the applicable transaction.

     

    
      	5.  	
              Stock
                Options

               

            


    

    (a)  Grants
      of Stock Options.
      The
      Committee may grant Stock Options that constitute Incentive Stock Options to
      employees and Nonqualified Stock Options to all Participants. Unless otherwise
      expressly provided at the time of grant, Stock Options granted under the Plan
      shall be NSOs.

     

    (b)  Terms
      and Conditions of Stock Options.
      Each
      Stock Option granted under the Plan shall be subject to the terms and conditions
      established by the Committee, including the type of Stock Option granted, the
      number of Shares subject to the Stock Option, the exercise price, the vesting
      schedule, the terms for payment of the exercise price and any withholding taxes,
      and the expiration date.

     

    
      
        
        

      

      
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    (c)  Additional
      Terms and Conditions Applicable to All Stock Options.
      Each
      Stock Option shall be subject to the following terms and
      conditions:

    (i)  Exercise
      Price.
      The
      exercise price of each Stock Option shall not be less than the Fair Market
      Value
      of a Share on the date the Stock Option is granted.

    (ii)  Vesting.
      Except
      as provided below in (d), each Stock Option that has not terminated earlier
      shall expire on the date 10 years after the date of grant.

    (iii)  Method
      of Exercise.
      A Stock
      Option may be exercised only by giving written notice to the Company specifying
      the number of Shares to be purchased. The
      Stock
      Option exercise price may be paid in any one or a combination of (A) cash
      (including personal check), (B) in cash received from a broker-dealer to whom
      the Participant has submitted an exercise notice together with irrevocable
      instructions to deliver promptly to the Company the amount of sales proceeds
      from the sale of the Shares subject to the Stock Option to pay the exercise
      price, (C) by directing the Company to withhold a number of Shares otherwise
      issuable in connection with the Stock Option having a Fair Market Value equal
      to
      the exercise price, or (D) by delivering (either directly or through
      attestation) previously acquired Shares that are acceptable to the Committee
      and
      that have an aggregate Fair Market Value on the date of exercise equal to the
      Stock Option exercise price.

     

    (d)  Additional
      Terms and Conditions Applicable to Incentive Stock Options.
      Each
      Incentive Stock Option shall be subject to the following terms and
      conditions:

    (i)  ISO
      Exercise Price.
      The
      exercise price of an ISO granted to an employee of the Company or a Subsidiary
      who, at the time such ISO is granted, owns stock of the Company possessing
      more
      than 10% of the total combined voting power of all classes of Shares (or its
      parent or subsidiaries as defined in Code Section 422(b)(6)) (hereinafter
      referred to as a “10% Stockholder”) shall not be less than 110% of the Fair
      Market Value of a Share on the date the ISO is granted.

    (ii)  Term
      of ISO.
      No ISO
      granted to a 10% Stockholder may be exercised more than five years after the
      date of grant.

    (iii)  Annual
      Exercise Limit.
      The
      aggregate Fair Market Value (determined at the time the ISO is granted) of
      Shares which first become exercisable during any calendar year shall not exceed
      $100,000. In the event that this limit is exceeded, so much of the ISO that
      does
      not exceed the limit shall be an ISO and the remainder shall be a NSO, but
      in
      all other respects the original terms and conditions of the Stock Option shall
      remain in full force and effect.

     

    
      	6.  	
              Stock
                Awards

               

            


    

    (a)  Grants.
      The
      Committee may grant Shares under the Plan to any Participant.

     

    (b)  Terms
      and Conditions of Grant.
      Each
      Stock Award shall be subject to the terms and conditions as established by
      the
      Committee, including the number of Shares granted, and any restrictions,
      including without limitation, prohibitions against transfer, substantial risks
      of forfeiture or attainment of performance objectives.

     

    (c)  Stockholder
      Rights.
      Subject
      to the foregoing, and except as otherwise provided by the Committee, the
      Participant receiving a Stock Award shall have all other rights of a stockholder
      including, but not limited to, the right to receive dividends and the right
      to
      vote such Shares; provided that the Committee shall have the discretion to
      accumulate and hold such dividends and pay them to the Participant only upon
      the
      lapse of the restrictions to which the Award is subject.

     

    
      	7.  	
              Stock
                Appreciation Rights

               

            


    

    (a)  Grants.
      The
      Committee may grant SARs under the Plan to any Participant.

     

    
      
        
        

      

      
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    (b)  Terms
      and Conditions of Grant.
      

    (i)  Each
      SAR
      granted under the Plan shall be subject to the terms and conditions established
      by the Committee, including the number of Shares subject to the SAR, the
      exercise price, the vesting schedule, and the expiration date. 

    (ii)  An
      SAR
      may be granted independently of a Stock Option, or in tandem with or with
      reference to a related Stock Option granted prior to or at the same time as
      the
      grant of the SAR, in which event the Participant may elect to exercise the
      Stock
      Option or the SAR, but not both, as to the same Shares subject to the Stock
      Option and the SAR. The tandem SAR shall be exercisable only at such time as
      the
      Stock Option to which it relates is exercisable and shall be subject to the
      restrictions and conditions and other terms applicable to such Stock Option.
      Upon the exercise of a tandem SAR, the unexercised Stock Option, or the portion
      thereof to which the exercised portion of the tandem SAR is related, shall
      expire. The exercise of any Stock Option shall cause the expiration of the
      tandem SAR related to such Stock Option, or portion thereof, that is
      exercised.

     

    (c)  Additional
      Terms and Conditions Applicable to All SARs.
      Each
      SAR shall be subject to the following terms and conditions:

    (i)  Exercise
      Price.
      The
      exercise price of each SAR shall not be less than the Fair Market Value of
      a
      Share on the date the SAR is granted.

    (ii)  Vesting.
      Each
      SAR that has not terminated earlier shall expire on the date 10 years after
      the
      date of grant.

     

    (d)  Payment
      on Exercise.
      An SAR
      may be exercised only by giving written notice to the Company specifying the
      number of Shares to be purchased. Upon exercise of an SAR, the Participant
      shall
      be paid the excess of the then Fair Market Value of a Share on the date of
      such
      exercise over the exercise price of the SAR multiplied by the number of Shares
      with respect to which the SAR is being exercised. Such amount shall be paid
      in
      cash or in Shares having a Fair Market Value equal to such amount.

     

    
      	8.  	
              Stock
                Units

               

            


    

    (a)  Grants.
      The
      Committee may grant Stock Units to any Participant. Each Stock Unit shall
      entitle the Participant to receive, on the date or occurrence of an event
      determined by the Committee, one Share or cash equal to the Fair Market Value
      of
      a Share on the date of such event, as determined by the Committee at the time
      of
      grant.

     

    (b)  Terms
      and Conditions of Grant.
      Stock
      Units, and the Shares received pursuant to the Stock Units, shall be subject
      to
      such terms and conditions established by the Committee, including the number
      of
      Stock Units granted, and any restrictions, including without limitation,
      prohibitions against transfer, substantial risks of forfeiture or attainment
      of
      performance objectives.

     

    (c)  Stock
      Unit Holder Rights.
      Unless
      otherwise provided by the Committee, a Participant shall have no rights of
      a
      stockholder, including voting or dividend or other distribution rights, with
      respect to any Stock Units prior to the date they are settled in Shares. The
      Committee may provide that, until the Stock Units are settled in Shares or
      cash,
      the Participant shall receive, on each dividend or distribution payment date
      applicable to the Shares, an amount equal to the dividends or distributions
      that
      the Participant would have received had the Stock Units held by the Participant
      as of the related record date been actual Shares; provided that the Committee
      shall have the discretion to accumulate and hold such dividends or distributions
      and pay them to the Participant only upon the lapse of the restrictions to
      which
      the Award is subject.

     

    
      	9.  	
              Change
                in Control

               

            


    

    In
      the
      event of a Change in Control, all outstanding Awards shall become immediately
      and fully exercisable, all restrictions applicable to Awards shall lapse, and
      any performance goals applicable to any Awards shall be deemed satisfied at
      the
      target or higher levels as determined by the Committee. Upon such Change in
      Control, the Committee has sole discretion to: (i) provide for the purchase
      of
      any outstanding Stock Option, and the mandatory exercise of any outstanding
      SAR,
      for an amount of cash equal to the difference between the exercise price of
      the
      Stock Option or SAR and the then Fair Market Value of the Shares covered
      thereby, multiplied by the number of Shares subject to the Stock Option or
      SAR,
      (ii) make such adjustment to any such Award then outstanding as the Committee
      deems appropriate to reflect such Change in Control, or (iii) cause any such
      Award then outstanding to be assumed by the acquiring or surviving corporation
      after such Change in Control. 

    
      
        
        

      

      
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      	10.  	
              Award
                Agreements

               

            


    

     Each
      Award under the Plan shall
      be evidenced by a written Award Agreement specifying the terms and conditions
      of
      the Award. In the sole discretion of the Committee, the Award Agreement may
      condition the grant of an Award upon the Participant’s entering into one or more
      of the following agreements with the Company: (a) an agreement not to compete
      with, or solicit the customers or employees of, the Company and its Subsidiaries
      which shall become effective as of the date of the grant of the Award and remain
      in effect for a specified period of time following termination of the
      Participant’s employment with the Company; (b) an agreement to cancel any
      employment agreement, fringe benefit or compensation arrangement in effect
      between the Company and the Participant; and (c) an agreement to retain the
      confidentiality of certain information. Such Award Agreement or other agreement
      may contain such other terms and conditions as the Committee shall determine,
      including provisions for the Participant’s forfeiture of an Award in the event
      of the Participant’s noncompliance with the provisions of such Award Agreement
      or other agreement. If the Participant shall fail to enter into any such
      agreement at the request of the Committee and within any period specified by
      the
      Committee, then the Award granted or to be granted to such Participant shall
      be
      forfeited and cancelled.

     

    
      	11.  	
              Nontransferability

               

            


    

    

      Awards
        granted under the Plan, and any rights and privileges pertaining thereto,
        may
        not be transferred, assigned, pledged or hypothecated in any manner, or be
        subject to execution, attachment or similar process, by operation of law
        or
        otherwise, other than: (a) by will or by the laws of descent and distribution;
        (b) pursuant to the terms of a qualified domestic relations order to which
        the
        Participant is a party that meets the requirements of any relevant provisions
        of
        the Code; or (c) as permitted by the Committee with respect to a NSO
        transferable by the Participant during his or her lifetime. In each case,
        the
        transfer shall be for no value, and the other terms and conditions applicable
        to
        the transferability of the Award shall be established by the
        Committee.

    

     

    
      	12.  	
              Withholding
                of Tax

            


    

     

    In
      connection with any Award, and as a condition to the issuance or delivery of
      any
      Shares or cash amount to the Participant in connection therewith, the Committee
      may require the Participant to pay the Company an amount equal to the minimum
      amount of the tax the Company or any Subsidiary may be required to withhold
      to
      obtain a deduction for federal, state or local income tax purposes as a result
      of such Award or to comply with applicable law. The Committee in its sole
      discretion may make available one or more of the following alternatives for
      the
      payment of such taxes: (a) in cash; (b) in cash received from a broker-dealer
      to
      whom the Participant has submitted notice together with irrevocable instructions
      to deliver promptly to the Company the amount of sales proceeds from the sale
      of
      the Shares subject to the Award to pay the withholding taxes; (c) by directing
      the Company to withhold such number of Shares otherwise issuable in connection
      with the Award having an aggregate Fair Market Value equal to the minimum amount
      of tax required to be withheld; or (d) by delivering (either directly or through
      attestation) previously acquired Shares that are acceptable to the Committee
      that have an aggregate Fair Market Value equal to the amount required to be
      withheld. The Committee shall have the sole discretion to establish the terms
      and conditions applicable to any alternative made available for payment of
      the
      required withholding taxes.

     

     

    
      	13.  	
              Stock
                Certificates

               

            


    

    


    Once
      a
      Participant becomes entitled to receive Shares in connection with an Award
      under
      the Plan, the Company shall either (a) issue, in the name of the Participant,
      stock certificates representing the total number of Shares granted or sold
      to
      the Participant, as soon as may be reasonably practicable after such grant
      or
      sale, which shall be held by the Secretary of the Company until such time as
      the
      Shares are forfeited, resold to the Company, or the restrictions lapse, or
      (b)
      in lieu of issuing stock certificates, reflect the issuance of Shares to a
      Participant on a non-certificated basis, with the ownership of such Shares
      by
      the Participant evidenced solely by book entry in the records of the Company’s
      transfer agent. Each stock certificate issued, or each book-entry made, in
      respect of any Award subject to any restriction or forfeiture shall bear or
      be
      subject to the following legend:

     

    
      The
        Shares represented hereby are subject to the terms and conditions (including
        forfeiture and restrictions on transfer) contained in the First Mid-Illinois
        Bancshares, Inc. 2007 Stock Incentive Plan and any related Award Agreement
        between the Company and the individual receiving the Shares. Release from
        such
        terms and conditions shall be obtained only in accordance with the provisions
        of
        the Plan and Award Agreement, a copy of each of which is on file in the office
        of the Secretary of the Company.

    

    


    
      
        
        

      

      
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      	14.  	
              Right
                of First Refusal

               

            


    

    (a)  Purchase
      by Company.
      If a
      holder of Shares acquired under the Plan wishes to sell such Shares, such holder
      shall first offer such Shares to the Company for purchase, and the Company
      shall
      have 10 business days to exercise its right to purchase such Shares. The
      purchase price shall be as negotiated by the Company and the holder, or if
      applicable, the price offered to the holder pursuant to a bona fide third party
      written offer (such offer to include the number of Shares to be sold, the name
      and address of the person(s) offering to purchase the Shares and the purchase
      price and terms of payment of such sale). The Committee in its discretion may
      pay the holder in a lump sum or, if the lump sum exceeds $225,000, in
      substantially equal annual or more frequent installments over a period not
      exceeding five years. If the purchase price is paid in installments, the unpaid
      balance shall earn interest at a rate that is substantially equal to the rate
      at
      which the Company could borrow the amount due and shall be secured by a pledge
      of the Shares purchased or such other adequate security as agreed to by the
      Company and the holder. If the Company does not exercise its right to purchase
      such Shares (including by reason of the parties’ inability to agree on a
      purchase price), the holder may sell such Shares to any purchaser; provided
      that
      if the holder does not sell such Shares within 10 business days after the
      Company’s right to repurchase expires, such Shares shall again become subject to
      the Company’s right to repurchase as described in this Section 14, and the
      holder may not offer to sell such Shares to the Company until six months from
      the expiration of such 10-business day period. For purposes of this Section,
      a
      holder shall include any person who acquires Shares issued under the Plan from
      any other person and for any reason; including, but not limited to, by gift,
      death or sale. Notwithstanding the foregoing, any purchase of Shares pursuant
      to
      this Section 14 shall be subject to any restrictions set forth in the Company’s
      insider trading policy or applicable law, regulation or rule of any stock
      exchange on which the Shares are listed, and any such restrictions shall toll
      the 10-business day periods described herein. Each Share issued under the Plan
      shall bear or be subject to the legend provided under Section 13. 

     

    (b)  Change
      in Control.
      Notwithstanding Section 14(a) above, following a Change in Control of the
      Company, (i) the Company’s repurchase right described therein shall not apply,
      and any Shares acquired under the Plan, whether before, on, or after the Change
      in Control shall be freely transferable by the holder thereof; and (ii) any
      amount of the purchase price remaining to be paid by the Company in connection
      with any prior purchase of Shares pursuant to Section 14(a) above shall be
      paid
      to the holder in an immediate lump sum.

     

    
      	15.  	
              Delivery
                and Registration of Stock

               

            


    

    The
      Company shall not be required to deliver any Shares under the Plan prior to
      (a)
      the admission of such Shares to listing on any stock exchange on which Shares
      may then be listed, (b) the completion of registration or other qualification
      of
      such Shares under any state or federal law, rule or regulation, as the Committee
      shall determine to be necessary or advisable and (c) the determination by the
      Committee that the issuance of such Shares does not violate any applicable
      law,
      or regulation or rule of any stock exchange. Any provision of the Plan which
      is
      inconsistent with said law, regulation or rule should to the extent of such
      inconsistence, be inoperative and shall not affect the validity of the remaining
      provisions of the Plan. Any such postponement of Share delivery shall not extend
      the term of an Award and the Company shall have no obligation or liability
      to a
      Participant, the Participant’s successor or any other person with respect to any
      Shares as to which the Award shall lapse because of such
      postponement

     

    
      	16.  	
              Amendment
                or Termination of the Plan or Award Agreements

               

            


    

    (a)  Plan.
      The
      Board may amend, suspend or terminate the Plan, or a portion thereof, at any
      time, but no amendment shall be made without approval of stockholders of the
      Company if such approval is required by applicable law, regulation or rule
      of
      any stock exchange on which the Shares are listed. No amendment, suspension
      or
      termination of the Plan shall materially impair the rights of any Participant,
      without his or her consent, with respect to any outstanding Awards.

     

    (b)  Award
      Agreements.
      The
      Committee shall have the authority to amend any Award Agreement at any time;
      provided however, that no such amendment shall adversely affect the right of
      any
      Participant under any outstanding Award Agreement in any material way without
      the written consent of the Participant, unless such amendment is required by
      applicable law, regulation or rule of any stock exchange on which the Shares
      are
      listed.

     

    
      
        
        

      

      
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      	17.  	
              Term
                of Plan

               

            


    

    The
      Plan
      shall be effective upon the date of its adoption by the Board; provided that
      the
      Plan is approved by the stockholders of the Company within 12 months after
      the
      date of adoption. Unless sooner terminated under the provisions of Section
      15,
      Awards shall not be granted under the Plan after the expiration of 10 years
      from
      the effective date of the Plan; provided that outstanding Awards granted prior
      to such time shall continue to be subject to the terms and conditions of the
      Plan in effect prior to such date.

    


    
      	18.  	
              Service

               

            


    

    A
      Participant shall be considered to be in the service of the Company or a
      Subsidiary as long as he or she remains a director, employee, consultant or
      advisor of the Company or such Subsidiary. Nothing herein shall confer on any
      Participant that right to continued service with the Company or a Subsidiary
      or
      affect the right of the Company or such Subsidiary to terminate such
      service.

     

    
      	19.  	
              Governing
                Law

               

            


    

    All
      questions pertaining to the validity, construction and administration of the
      Plan and all Awards granted under the Plan shall be determined in conformity
      with the laws of the State of Delaware, without regard to the conflict of law
      provisions of any state, and, in the case of Incentive Stock Options, Section
      422 of the Code and regulations issued thereunder.

    


    
      
        
        

      

      
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