Exhibit
10.1


GLOBALSCAPE, INC.


2006 NON-EMPLOYEE DIRECTORS LONG-TERM
EQUITY INCENTIVE PLAN



 1















GLOBALSCAPE, INC.


2006 NON-EMPLOYEE DIRECTORS LONG-TERM
EQUITY INCENTIVE PLAN


TABLE OF CONTENTS


	
  PART I

  	
   

  	
   

  	
   

  	
   

  
	
  PURPOSE, ADMINISTRATION AND RESERVATION OF
  SHARES

  	
   

  	
  3

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 1.

  	
   

  	
  Purpose of this Plan

  	
   

  	
  3

  
	
  SECTION 2.

  	
   

  	
  Definitions

  	
   

  	
  3

  
	
  SECTION 3.

  	
   

  	
  Administration of this Plan

  	
   

  	
  5

  
	
  SECTION 4.

  	
   

  	
  Shares Subject to this Plan

  	
   

  	
  6

  
	
  SECTION 5.

  	
   

  	
  Adjustments to Shares Subject to this Plan

  	
   

  	
  7

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  PART II

  	
   

  	
   

  	
   

  	
   

  
	
  TERMS APPLICABLE TO ALL AWARDS

  	
   

  	
  7

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 6.

  	
   

  	
  General Eligibility; Maximum Annual Participant
  Award and Formula Awards

  	
   

  	
  7

  
	
  SECTION 7.

  	
   

  	
  Procedure for Exercise of Awards; Rights as a
  Stockholder

  	
   

  	
  8

  
	
  SECTION 8.

  	
   

  	
  Expiration of Awards

  	
   

  	
  8

  
	
  SECTION 9.

  	
   

  	
  Effect of Change of Control

  	
   

  	
  9

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  PART III

  	
   

  	
   

  	
   

  	
   

  
	
  SPECIFIC TERMS APPLICABLE TO OPTIONS AND STOCK
  AWARDS

  	
   

  	
  9

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 10.

  	
   

  	
  Grant, Terms and Conditions of Options

  	
   

  	
  9

  
	
  SECTION 11.

  	
   

  	
  Grant, Terms and Conditions of Stock Awards

  	
   

  	
  9

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  PART IV

  	
   

  	
   

  	
   

  	
   

  
	
  TERM OF PLAN AND STOCKHOLDER APPROVAL

  	
   

  	
  10

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 12.

  	
   

  	
  Term of Plan

  	
   

  	
  10

  
	
  SECTION 13.

  	
   

  	
  Amendment and Termination of this Plan

  	
   

  	
  10

  
	
  SECTION 14.

  	
   

  	
  Stockholder Approval

  	
   

  	
  10

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  PART V

  	
   

  	
   

  	
   

  	
   

  
	
  MISCELLANEOUS

  	
   

  	
  10

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 15.

  	
   

  	
  Unfunded Plan

  	
   

  	
  10

  
	
  SECTION 16.

  	
   

  	
  Representations and Legends

  	
   

  	
  10

  
	
  SECTION 17.

  	
   

  	
  Assignment of Benefits

  	
   

  	
  11

  
	
  SECTION 18.

  	
   

  	
  Governing Laws

  	
   

  	
  11

  
	
  SECTION 19.

  	
   

  	
  Application of Funds

  	
   

  	
  11

  
	
  SECTION 20.

  	
   

  	
  Right of Removal

  	
   

  	
  11

  



 



 2















GLOBALSCAPE, INC.


2006 Non-Employee Directors Long-Term
Equity Incentive Plan


PART
I


PURPOSE,
ADMINISTRATION AND RESERVATION OF SHARES


SECTION 1.         Purpose of this Plan.  The purposes of this
Plan are (a) to attract and retain members of the Board of Directors, and (b)
to promote the growth and success of the Company’s business, (i) by aligning
the long-term interests of the Company’s Directors with those of the Company’s
stockholders by providing an opportunity to acquire an interest in the Company
and (ii) by providing both rewards for exceptional performance and long term
incentives for future contributions to the success of the Company and its
Subsidiaries.


This Plan permits
the grant of Nonqualified Stock Options or Restricted Stock, at the discretion
of the Committee and as reflected in the terms of the Award Agreement.  Each Award will be subject to conditions
specified in this Plan.


SECTION 2.         Definitions.  As used herein, the following
definitions shall apply:


(a)           “Active Status”  shall mean that the Director has
not been removed from the Board for cause by the Company’s stockholders as
provided in the Company’s Certificate of Incorporation, as amended, and Bylaws,
as amended.


(b)           “AMEX” shall
mean the American Stock Exchange.


(c)           “Award”  shall mean any award or benefits
granted under this Plan, including Options and Restricted Stock.


(d)           “Award Agreement”  shall mean a written or electronic
agreement between the Company and the Participant setting forth the terms of
the Award.


(e)           “Beneficial Ownership”  shall have the meaning set forth
in Rule 13d-3 promulgated under the Exchange Act.


(f)            “Board”  shall mean the Company’s Board of
Directors.


(g)           “Change of Control”  shall mean the first day that any
one or more of the following conditions shall have been satisfied:


(i)            the
sale, transfer, or assignment to, or other acquisition by any other entity or
entities, of all or substantially all of the Company’s assets and business in
one or a series of related transactions;


(ii)           a
third person, including a “group” as determined in accordance with Section
13(d) or 14(d) of the Exchange Act, obtains the Beneficial Ownership of Common
Stock having thirty percent (30%) or more of the then total number of votes
that may be cast for the election of members of the Board; or


(iii)          a
cash tender or exchange offer, merger, consolidation, reorganization or other
business combination, sale of assets or contested election, or any combination
of the foregoing transactions (each a “Transaction”) in connection with the
Company, as a result of which the persons who are then members of the Board
before the Transaction shall cease to constitute a majority of the Board of the
Company or any successor to the Company after the Transaction.



 3
 









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


(i)            “Committee”  shall mean the Compensation
Committee appointed by the Board.


(j)            “Common Stock”  shall mean the common stock of the
Company, par value $0.001 per share.


(k)           “Company”  shall mean GlobalSCAPE, Inc. a
Delaware corporation, and any successor thereto.


(l)            “Director”  shall mean a member of the Board
and, except with respect to the ability to vote on any issues before the Board
or the delegation of authority from the Board, shall also be deemed to include
advisory directors.


(m)          “Effective Date” shall mean the date
on which the Company’s stockholders have approved this Plan.


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


(o)           “Fair Market Value”
shall mean the closing price per share of the Common Stock on the AMEX as to
the date specified (or the previous trading day if the date specified is a day
on which no trading occurred), or if AMEX is not or shall cease to be the
principal exchange or quotation system upon which the shares of Common Stock
are listed or quoted, then such exchange or quotation system upon which the
Company elects to list or quote its shares of Common Stock.


(p)           “FLSA”  shall mean the Fair Labor
Standards Act of 1938, as amended.


(q)           “Independent Director”  shall mean a Director who: (i)
meets the independence requirements of the AMEX, or if the AMEX is not or shall
cease to be the principal exchange or quotation system upon which the shares of
Common Stock are listed or quoted, then such exchange or quotation system upon
which the Company elects to list or quote its shares of Common Stock; (ii)
qualifies as an “outside director” under Section 162(m) of the Code; (iii)
qualifies as a “non-employee director” under Rule 16b-3 promulgated under the
Exchange Act; and (iv) satisfies independence criteria under any other
applicable laws or regulations relating to the issuance of Shares to
Non-Employee Directors.


(r)            “Maximum Annual Participant Award”  shall have the meaning set forth
in Section 6(b).


(s)           “Misconduct”  shall mean the removal from the
Board for cause.


(t)            “Nominating and Corporate Governance
Committee”  shall
mean the Nominating and Corporate Governance Committee appointed by the Board.


(u)           “Non-Employee Director”  shall mean a Director who is not a
common law employee of the Company or any Subsidiary of the Company.


(v)           “Option”  shall mean a stock option granted
pursuant to Section 10 of this Plan.


(w)          “Optionee”
shall mean a Participant who has been granted an Option.


(x)            “Participant”  shall mean any Non-Employee
Director granted an Award.


(y)           “Plan”  shall mean this GlobalSCAPE, Inc.
2006 Non-Employee Directors Long-Term Equity Incentive Plan, including any
amendments thereto.



 4
 









(z)            “Reprice”  shall mean the adjustment or
amendment of the exercise price of Options or previously awarded whether
through amendment, cancellation, replacement of grants or any other means.


(aa)         “Restricted Stock”  shall mean a grant of Shares
pursuant to Section 11 of this Plan.


(bb)         “Retirement”  shall mean ceasing to be a Director pursuant to
election by the Company’s stockholders or by voluntary resignation with the
approval of the Board’s chair after having served continuously on the Board for
at least six years.


(cc)         “SEC”  shall
mean the Securities and Exchange Commission.


(dd)         “Share”  shall
mean one share of Common Stock, as adjusted in accordance with Section 5 of
this Plan.


(ee)         “Subcommittee” shall have the
meaning set forth in Section 3(d).


(ff)           “Subsidiary”  shall mean a “subsidiary
corporation,” whether now or hereafter existing, as defined in Section 424(f)
of the Code, a limited liability company, partnership or other entity in which
the Company controls fifty percent (50%) or more of the voting power or equity
interests, or an entity with respect to which the Company possesses the power,
directly or indirectly, to direct or cause the direction of the management and
policies of that entity, whether through the Company’s ownership of voting
securities, by contract or otherwise.


SECTION 3.           Administration of this Plan.


(a)           Authority.  This
Plan shall be administered by the Committee. 
The Committee shall have full and exclusive power to administer this
Plan on behalf of the Board, subject to such terms and conditions as the
Committee may prescribe.  Notwithstanding
anything herein to the contrary, the Committee’s power to administer this Plan,
and actions the Committee takes under this Plan, shall be limited by the
provisions set forth in the Committee’s charter, as such charter may be amended
from time to time, and the further limitation that certain actions may be
subject to review and approval by either the full Board or a panel consisting
of all of the Independent Directors of the Company.


(b)           Powers
of the Committee.  Subject to the other provisions of this Plan,
the Committee shall have the authority, in its discretion:


(i)            to
determine the Participants, to whom Awards, if any, will be granted hereunder;


(ii)           to
grant Options and Restricted Stock to Participants and to determine the terms
and conditions of such Awards, including the determination of the Fair Market
Value of the Shares, the number of Shares to be represented by each Award and
the vesting schedule, the exercise price, the timing of such Awards, and to
modify or amend each Award, with the consent of the Participant when required;


(iii)          to
construe and interpret this Plan and the Awards granted hereunder;


(iv)          to
prescribe, amend, and rescind rules and regulations relating to this Plan,
including the form of Award Agreement, and manner of acceptance of an Award,
such as correcting a defect or supplying any omission, or reconciling any
inconsistency so that this Plan or any Award Agreement complies with applicable
law, regulations and listing requirements and to avoid unanticipated
consequences deemed by the Committee to be inconsistent with the purposes of
this Plan or any Award Agreement;


(v)           to
accelerate or defer (with the consent of the Participant) the exercise or
vested date of any Award;



 5
 









(vi)          to
authorize any person to execute on behalf of the Company any instrument
required to effectuate the grant of an Award previously granted by the
Committee; and


(vii)         to
make all other determinations deemed necessary or advisable for the
administration of this Plan;


provided, that,  no
consent of a Participant is necessary under clauses (i) or (v) if a
modification, amendment, acceleration, or deferral, in the reasonable judgment
of the Committee confers a benefit on the Participant or is made pursuant to an
adjustment in accordance with Section 5.


(c)           Effect
of Committee’s Decision.  All
decisions, determinations, and interpretations of the Committee shall be final
and binding on all Participants, the Company (including its Subsidiaries), any
stockholder and all other persons.


(d)           Delegation.  Consistent with the
Committee’s charter, as such charter may be amended from time to time, the
Committee may delegate its authority and duties under this Plan to one or more
separate committees consisting of members of the Committee or other Directors
who are Independent Directors (any such committee a “Subcommittee”), and such
actions shall be treated for all purposes as if taken by the Committee;
provided that the grant of Awards shall be made in accordance with parameters
established by the Committee.  Any action
by any such Subcommittee within the scope of such delegation shall be deemed
for all purposes to have been taken by the Committee.


SECTION 4.           Shares Subject to this Plan.


(a)           Reservation
of Shares.  The
shares of Common Stock reserved under this Plan shall be 500,000 shares of
Common Stock.  If an Award expires, is
forfeited or becomes unexercisable for any reason without having been exercised
in full, the undelivered Shares which were subject thereto shall, unless this
Plan shall have been terminated, become available for future Awards under this
Plan.  Without limiting the foregoing,
unless this Plan shall have been terminated, Shares underlying an Award that
has been exercised, either in part or in full, including any Shares that would
otherwise be issued to a Participant that are used to satisfy any withholding
tax obligations that arise with respect to any Award, shall become available
for future Awards under this Plan except to the extent Shares were issued in
settlement of the Award.  The Shares may
be authorized but unissued, or reacquired shares of Common Stock.  The Company, during the term of this Plan,
will at all times reserve and keep available such number of Shares as shall be
sufficient to satisfy the requirements of this Plan.


(b)           Time
of Granting Awards.  The
date of grant of an Award shall, for all purposes, be the date on which the
Company completes the corporate action relating to the grant of such Award and
all conditions to the grant have been satisfied, provided that conditions to
the exercise of an Award shall not defer the date of grant.  Notice of a grant shall be given to each
Participant to whom an Award is so granted within a reasonable time after the
determination has been made.


(c)           Securities
Law Compliance.  Shares
shall not be issued pursuant to the exercise of an Award unless the exercise of
such Award and the issuance and delivery of such Shares pursuant thereto shall
comply with all relevant provisions of law, including, without limitation, the
Securities Act of 1933, as amended, the Exchange Act, the rules and regulations
promulgated under either such Acts, and the requirements of any stock exchange
or quotation system upon which the Shares may then be listed or quoted, and
shall be further subject to the approval of counsel for the Company with
respect to such compliance.


(d)           Substitutions
and Assumptions.  The
Board or the Committee shall have the right to substitute or assume Awards in
connection with mergers, reorganizations, separations, or other transactions to
which Section 424(a) of the Code applies, provided such substitutions and
assumptions are permitted by Section 424 of the Code and the regulations
promulgated thereunder.  The number of
Shares reserved pursuant to Section 4(a) may be increased by the corresponding
number of Awards assumed and, in the case of a substitution, by the net
increase in the number of Shares subject to Awards before and after the
substitution.



 6
 









SECTION 5.           Adjustments to Shares Subject to
this Plan.


(a)           Adjustments.  If the outstanding shares of Common Stock
shall be changed into or exchanged for a different number or kind of shares of
stock or other securities or property of the Company or of another corporation
(whether by reason of merger, consolidation, recapitalization,
reclassification, split up, combination of shares or otherwise), or if the
number of such shares of Common Stock shall be increased by a stock dividend or
stock split, there shall be substituted for or added to each share of Common
Stock theretofore reserved for the purposes of this Plan, whether or not such
shares are at the time subject to outstanding Awards, the number and kind of
shares of stock or other securities or property into which each outstanding
share of Common Stock shall be so changed or for which it shall be so
exchanged, or to which each such share shall be entitled, as the case may
be.  Outstanding Awards shall also be
considered to be appropriately amended as to price and other terms as may be
necessary or appropriate to reflect the foregoing events.  If there shall be any other change in the
number or kind of the outstanding shares of Common Stock, or of any stock or
other securities or property into which such Common Stock shall have been
changed, or for which it shall have been exchanged, and if the Committee shall
in its sole discretion determine that such change equitably requires an
adjustment in the number or kind or price of the shares then reserved for the
purposes of this Plan, or in any Award theretofore granted or which may be
granted under this Plan, then such adjustment shall be made by the Committee
and shall be effective and binding for all purposes of the Plan.  In making any such substitution or adjustment
pursuant to this Section 5, fractional shares may be ignored.


(b)           Amendments.  The Committee shall have the power, in the
event of any merger or consolidation of the Company with or into any other
corporation, or the merger or consolidation of any other corporation with or
into the Company, to amend all outstanding Awards to permit the exercise
thereof in whole or in part at anytime, or from time to time, prior to the
effective date of any such merger or consolidation and to terminate each such
Award as of such effective date.


(c)           No Other Adjustment.  Except as expressly provided herein, no
issuance by the Company of shares of any class, or securities convertible into
shares of any class, shall affect, and no adjustment by reason thereof shall be
made with respect to, the number or price of shares subject to an Award.


PART
II


TERMS
APPLICABLE TO ALL AWARDS


SECTION 6.           General Eligibility; Maximum
Annual Participant Award and Formula Awards.


(a)           Awards.  Awards may be granted only
to Participants who are Non-Employee Directors.


(b)           Maximum
Annual Participant Award.  The
aggregate number of Shares with respect to which an Award or Awards may be
granted to any one Participant in any one taxable year of the Company (the “Maximum
Annual Participant Award”) shall not exceed 20,000 shares of Common Stock
(subject to adjustment as set forth in Section 5(a)) pursuant to the Awards to
be granted pursuant to Section 6(c).


(c)           Formula Awards.  Each year at the conclusion of the Company’s
annual stockholders meeting for that year, each Non-Employee Director at such
time, shall be granted Awards of 20,000 shares of Common Stock (subject to
adjustment as set forth in Section 5(a)), unless the Committee shall decide
otherwise prior to such meeting.  The
Awards granted pursuant to this Section 6(c) are intended to compensate each
Non-Employee Director for that Non-Employee Director’s participation in Board
and Committee meetings during the Company’s previous calendar year.  Any Non-Employee Director who leaves the
Board (including ceasing to be an advisory Director) prior to the date of the
Company’s annual stockholders meeting shall not be entitled to any Awards under
this Section 6(c) and no newly elected Non-Employee Director shall be entitled
to any Awards under this Section 6(c).



 7
 









SECTION 7.           Procedure for Exercise of Awards;
Rights as a Stockholder.


(a)           Procedure.  An Award shall be exercised
when written, electronic or verbal notice of exercise has been given to the
Company, or the brokerage firm or firms approved by the Company to facilitate
exercises and sales under this Plan, in accordance with the terms of the Award
by the person entitled to exercise the Award and full payment for the Shares
with respect to which the Award is exercised has been received by the Company
or the brokerage firm or firms, as applicable. 
The notification to the brokerage firm shall be made in accordance with
procedures of such brokerage firm approved by the Company.  Full payment may, as authorized by the
Committee, consist of any consideration and method of payment allowable under
Section 7(b) of this Plan.  The Company
shall issue (or cause to be issued) such share certificate promptly upon
exercise of the Award.  No adjustment
will be made for a dividend or other right for which the record date is prior
to the date the share certificate is issued, except as provided in Section 5 of
this Plan.


(b)           Method
of Payment.  The
consideration to be paid for any Shares to be issued upon exercise or other
required settlement of an Award, including the method of payment, shall be
determined by the Committee at the time of settlement and which forms may
include (without limitation): (i) with respect to an Option, a request that the
Company or the designated brokerage firm conduct a cashless exercise of the
Option; (ii) cash; and (iii) tender of shares of Common Stock owned by the
Participant in accordance with rules established by the Committee from time to
time.  Shares used to pay the exercise
price shall be valued at their Fair Market Value on the exercise date.  Payment of the aggregate exercise price by
means of tendering previously-owned shares of Common Stock shall not be
permitted when the same may, in the reasonable opinion of the Company, cause
the Company to record a loss or expense as a result thereof.


(c)           Withholding
Obligations.  To the extent
required by applicable federal, state, local or foreign law, the Committee may
and/or a Participant shall make arrangements satisfactory to the Company for
the satisfaction of any withholding tax obligations that arise with respect to
any Option or  Restricted Stock or any
sale of Shares.  The Company shall not be
required to issue Shares or to recognize the disposition of such Shares until
such obligations are satisfied.  These
obligations may be satisfied by having the Company withhold a portion of the
Shares that otherwise would be issued to a Participant under such Award or by
tendering Shares previously acquired by the Participant in accordance with
rules established by the Committee from time to time.


(d)           Stockholder
Rights.  Except
as otherwise provided in this Plan, until the issuance (as evidenced by the
appropriate entry on the books of the Company or of a duly authorized transfer
agent of the Company) of the share certificate evidencing such Shares, no right
to vote or receive dividends or any other rights as a stockholder shall exist
with respect to the Shares subject to the Award, notwithstanding the exercise
of the Award.


(e)           Non-Transferability
of Awards.  An
Award may not be sold, pledged, assigned, hypothecated, transferred, or
disposed of in exchange for consideration, except that an Award may be
transferred by will or by the laws of descent or distribution and may be
exercised, during the lifetime of the Participant, only by the Participant;
unless the Committee permits further transferability, on a general or specific
basis, in which case the Committee may impose conditions and limitations on any
permitted transferability.


SECTION 8.           Expiration of Awards.


(a)           Expiration,
Termination or Forfeiture of Awards. 
Unless otherwise provided in the applicable Award
Agreement or any severance agreement, vested Awards granted under this Plan
shall expire, terminate, or otherwise be forfeited as follows:


(i)            three
(3) months after the date the Company delivers a notice of termination of a
Participant’s Active Status, other than in circumstances covered by (ii), (iii)
or (iv) below;


(ii)           immediately
upon termination of a Participant’s Active Status for Misconduct;


(iii)          twelve
(12) months after the date of the death of a Participant whose Active Status
terminated as a result of his or her death; and



 8
 









(iv)          thirty-six
(36) months after the date on which the Participant ceased performing services
as a result of Retirement.


(b)           Extension
of Term.  Notwithstanding
subsection (a) above, the Committee shall have the authority to extend the
expiration date of any outstanding Option in circumstances in which it deems
such action to be appropriate (provided that no such extension shall extend the
term of an Option beyond the date on which the Option would have expired if no
termination of the Participant’s Active Status had occurred).


SECTION 9.           Effect of Change of Control.  Notwithstanding any
other provision in this Plan to the contrary, the following provisions shall
apply unless otherwise provided in the most recently executed agreement between
the Participant and the Company, or specifically prohibited under applicable
laws, or by the rules and regulations of any applicable governmental agencies
or national securities exchanges or quotation systems.


(a)           Acceleration.  Awards of a Participant
shall be Accelerated (as defined in Section 9(b)) upon the occurrence of a
Change of Control.


(b)           Definition.  For purposes of this
Section 9, Awards of a Participant being “Accelerated” means, with respect to
such Participant:


(i)            any
and all Options shall become fully vested and immediately exercisable, and shall
remain exercisable throughout their entire term; and


(ii)           any
restriction periods and restrictions imposed on Restricted Stock shall lapse.


PART
III


SPECIFIC
TERMS APPLICABLE TO OPTIONS AND STOCK AWARDS


SECTION 10.         Grant, Terms and Conditions of
Options.


(a)           Term
of Options.  The
term of Options shall be at the discretion of the Committee.


(b)           Option
Exercise Prices.  The
per Share exercise price under an Option shall be no less than one hundred
percent (100%) of the Fair Market Value per Share on the date of grant.  In no event shall the Board or the Committee
be permitted to Reprice an Option after the date of grant without stockholder
approval.


(c)           Vesting.  Options granted pursuant to this
section 10 shall vest pursuant to the periods, terms and conditions determined
by the Committee in its sole discretion. 
To the extent Options vest and become exercisable in increments,
such Options shall cease vesting as of the termination of such Optionee’s
Active Status for reasons other than Retirement or death, in each of which
cases such Options shall immediately vest in full.


(d)           Exercise.  Any Option granted
hereunder shall be exercisable at such times and under such conditions as
determined by the Committee at the time of grant, and as are permissible under
the terms of this Plan.  An Option may
not be exercised for a fraction of a Share.


SECTION 11.         Grant, Terms and Conditions of Stock
Awards.


(a)           Designation.  Restricted Stock may be
granted either alone, in addition to, or in tandem with other Awards granted
under this Plan.  After the Committee
determines that it will offer Restricted Stock, it will advise the Participant
in writing or electronically, by means of an Award Agreement, of the terms,
conditions and restrictions, including vesting, if any, related to the offer,
including the number of Shares that the Participant shall be entitled to
receive or purchase, the price to be paid, if any, and, if applicable, the time
within which the Participant must accept the offer.  The offer shall be accepted by execution of
an Award Agreement or as otherwise directed by the Committee.  The term of each award of Restricted Stock
shall be at the discretion of the Committee.



 9
 









(b)           Vesting.    The Committee shall determine the time or
times within which an Award of shares of Restricted Stock may be subject to
forfeiture, the vesting schedule and the rights to acceleration thereof, and
all other terms and conditions of the Award. 
Subject to the applicable provisions of the Award Agreement and this
Section 11, upon termination of a Participant’s Active Status for any reason,
all Restricted Stock subject to the Award Agreement may vest or be forfeited in
accordance with the terms and conditions established by the Committee as
specified in the Award Agreement.


PART
IV


TERM
OF PLAN AND STOCKHOLDER APPROVAL


SECTION 12.         Term of Plan.  This Plan shall
become effective as of the Effective Date. 
It shall continue in effect until the tenth anniversary of the Effective
Date or until terminated under Section 14 of this Plan or extended by an
amendment approved by the stockholders of the Company pursuant to Section
14(a).


SECTION 13.         Amendment and Termination of this
Plan.


(a)           Amendment
and Termination.  The
Board or the Committee may amend or terminate this Plan from time to time in such
respects as the Board may deem advisable (including, but not limited, to
amendments which the Board deems appropriate to enhance the Company’s ability
to claim deductions related to stock option exercises); provided, that to the
extent required by the Code or the rules of the AMEX, such other exchange upon
which the Company’s Common Stock is either quoted or traded, or the SEC,
stockholder approval shall be required for any material amendment of this
Plan.  Subject to the foregoing, it is
specifically intended that the Board or Committee may amend this Plan without
stockholder approval to comply with legal, regulatory and listing requirements
and to avoid unanticipated consequences deemed by the Committee to be
inconsistent with the purpose of this Plan or any Award Agreement.


(b)           Effect
of Amendment or Termination.  Any
amendment or termination of this Plan shall not affect Awards already granted
and such Awards shall remain in full force and effect as if this Plan had not
been amended or terminated, unless mutually agreed otherwise between the
Participant and the Committee, which agreement must be in writing and signed by
the Participant and the Company.


SECTION 14.         Stockholder Approval.  The effectiveness of
this Plan is subject to approval by the stockholders of the Company.


PART
V


MISCELLANEOUS


SECTION 15.         Unfunded Plan.  The adoption of this Plan and any setting
aside of amounts by the Company with which to discharge its obligations
hereunder shall not be deemed to create a trust.  The benefits provided under this Plan shall
be a general, unsecured obligation of the Company payable solely from the
general assets of the Company, and neither a Participant nor the Participant’s
beneficiaries or estate shall have any interest in any assets of the Company by
virtue of this Plan.  Nothing in this
Section 15 shall be construed to prevent the Company from implementing or
setting aside funds in a grantor trust subject to the claims of the Company’s
creditors.  Legal and equitable title to
any funds set aside, other than any grantor trust subject to the claims of the
Company’s creditors, shall remain in the Company and any funds so set aside
shall remain subject to the general creditors of the Company, present and
future.  Any liability of the Company to
any Participant with respect to an Award shall be based solely upon contractual
obligations created by this Plan and the Award Agreements.


SECTION 16.         Representations and Legends.  The Committee may require each person
purchasing shares pursuant to an Award under this Plan to represent to and
agree with the Company in writing that the purchaser is acquiring the shares
without a view to distribution thereof. 
In addition to any legend required by this Plan, the certificate for such
shares may include any legend which the Committee deems appropriate to reflect
a restriction on transfer.



 10
 









All certificates for shares of Common Stock
delivered under this Plan shall be subject to such stock transfer orders and
other restrictions as the Committee may deem advisable under the rules,
regulations and other requirements of the SEC, any stock exchange upon which
the Common Stock is listed, applicable federal or state securities laws, and
any applicable corporate law, and the Committee may cause the legend or legends
to be put on any such certificates to make appropriate reference to such
restriction.


SECTION 17.         Assignment of Benefits.  No Award or other benefits payable under this
Plan shall, except as otherwise provided under this Plan or as specifically
provided by law, be subject in any manner to anticipation, alienation,
attachment, sale, transfer, assignment, pledge, encumbrance or charge.  Any attempt to anticipate, alienate, attach,
sell, transfer, assign, pledge, encumber or charge, any such benefit shall be
void, and any such benefit shall not in any manner be subject to the debts,
contracts, liabilities, engagements or torts of any person who shall be
entitled to such benefit, nor shall such benefit be subject to attachment or
legal process for or against that person.


SECTION 18.         Governing Laws.  This Plan and actions taken in connection
herewith shall be governed, construed and enforced in accordance with the laws
of the State of Delaware.


SECTION 19.         Application of Funds.  The proceeds received by the Company from the
sale of shares of Common Stock pursuant to Awards granted under this Plan will
be used for general corporate purposes.


SECTION 20.         Right of Removal.  Nothing in this Plan or in any Award or Award
Agreement shall confer upon any Non-Employee Director or any other individual
the right to continue as a Director of the Company, or affect any right the
Company or the Company’s stockholders may have to remove the Non-Employee
Director as a Director at any time for any reason.



 11