Unassociated Document


    OVDAT,
      INC.

     

    2000
      STOCK INCENTIVE PLAN

     

    SECTION
      1

     

    Purpose

     

    The
      purpose of the 2000 Stock Incentive Plan (the “Plan”) is to secure for Ovdat
      Inc., a Delaware corporation (the “Company”), and subsidiaries, if any, of the
      Company (collectively the “Related Corporations”) the benefits arising from
      capital stock ownership by those Associates (herein “employees”), directors,
      officers and consultants of the Company and any Related Corporations who will
      be
      responsible for the Company’s future growth and continued success.

     

    The
      Plan
      will provide a means whereby (a) employees of the Company and any Related
      Corporations may purchase stock in the Company pursuant to options that qualify
      as “incentive stock options” (“Incentive Stock Options”) under Section 422 of
      the Internal Revenue Code of 1986, as amended (the “Code”), (b) directors,
      employees and consultants of the Company and any Related Corporations may
      purchase stock in the Company pursuant to options granted hereunder that do
      not
      qualify as Incentive Stock Options (“Non-Qualified Option” or “Non-Qualified
      Options”); (c) directors, employees and consultants of the Company and any
      Related Corporations may be awarded stock in the Company (“Awards”); (d)
      directors, employees and consultants of the Company and any Related Corporations
      may receive stock appreciation rights (“SARs”), and (e) directors, employees and
      consultants of the Company and any Related Corporations may make direct
      purchases of stock in the Company (“Purchases”). Both Incentive Stock Options
      and Non-Qualified Options are referred to hereafter individually as an “Option”
and collectively as “Options.” As used herein, the term subsidiary means
“subsidiary corporation” as such term is defined in Section 424 of the Code.
      Options, Awards, SARs and Purchases are referred to hereafter individually
      as a
“Plan Benefit” and collectively as “Plan Benefits.” Directors, employees and
      consultants of the Company and any Related Corporations are referred to herein
      as “Participants.”

     

    SECTION
      2

     

    Administration

     

    2.1 Board
      of Directors and the Committee. The
      Plan
      will be administered by the Board of Directors of the Company whose construction
      and interpretation of the terms and provisions hereof shall be final and
      conclusive. Any director to whom a Plan Benefit is awarded shall be ineligible
      to vote upon his or her Plan Benefit, but Plan Benefits may be granted any
      such
      director by a vote of the remainder of the directors, except as limited below.
      The Board of Directors may in its sole discretion grant Options, issue shares
      upon exercise of such Options, grant Awards, grant SARs and approve Purchases,
      all as provided in the Plan. The Board of Directors shall have authority,
      subject to the express provisions of the Plan, to construe the Plan and its
      related agreements, to prescribe, amend and rescind rules and regulations
      relating to the Plan, to determine the terms and provisions of the respective
      Option, Award, SAR and Purchase agreements, which need not be identical, and
      to
      make all other determinations in the judgment of the Board of Directors
      necessary or desirable for the administration of the Plan. The Board of
      Directors may correct any defect or supply any omission or reconcile any
      inconsistency in the Plan or in any related agreement in the manner and to
      the
      extent it shall deem expedient to carry the Plan into effect and it shall be
      the
      sole and final judge of such expediency. No director shall be liable for any
      action or determination made in good faith. The Board of Directors may delegate
      any or all of its powers under the Plan to a Compensation Committee or other
      Committee (the “Committee”) appointed by the Board of Directors consisting of at
      least one member of the Board of Directors. If the Company has a class of stock
      registered pursuant to Section 12 of the Securities Exchange Act of 1934, as
      amended (the “Exchange Act”), then members of the Committee shall at all times
      be: (i) “outside directors” as such term is defined in Treas. Reg. §
1.162-27(e)(3) (or any successor regulation); and (ii) “non-employee directors”
within the meaning of Rule 16b-3 (or any successor rule) under the Exchange
      Act,
      as such terms are interpreted from time to time. If the Committee is so
      appointed, all references to the Board of Directors herein shall mean and relate
      to such Committee, unless the context otherwise requires.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    2.2 Compliance
      with Section 162(m) of the Code. Section
      162(m) of the Code, added by the Omnibus Budget Reconciliation Act of 1993,
      generally limits the tax deductibility to publicly held companies of
      compensation in excess of $1,000,000 paid to certain “covered employees”
(“Covered Employees”). If the Company is subject to Section 162(m) of the Code,
      it is the Company’s intention to preserve the deductibility of such compensation
      to the extent it is reasonably practicable and to the extent it is consistent
      with the Company’s compensation objectives. For purposes of this Plan, Covered
      Employees of the Company shall be those employees of the Company described
      in
      Section 162(m)(3) of the Code. 

     

    SECTION
      3

     

    Eligibility

     

    1.1 Incentive
      Stock Options. Participants
      who are employees shall be eligible to receive Incentive Stock Options pursuant
      to the Plan; provided that no person shall be granted any Incentive Stock Option
      under the Plan who, at the time such Option is granted, owns, directly or
      indirectly, Common Stock of the Company possessing more than 10% of the total
      combined voting power of all classes of stock of the Company or of its Related
      Corporations, unless the requirements of Section 6.6(b) hereof are satisfied.
      In
      determining whether this 10% threshold has been reached, the stock attribution
      rules of Section 424(d) of the Code shall apply. Directors who are not regular
      employees are not eligible to receive Incentive Stock Options.

     

    3.1 Non-Qualified
      Options, Awards, SARs and Purchases. Non-Qualified
      Options, Awards, SARs and authorizations to make Purchases may be granted to
      any
      Participant.

     

    3.2 Generally.
      The
      Board
      of Directors may take into consideration a Participant’s individual
      circumstances in determining whether to grant an Incentive Stock Option, a
      Non-Qualified Option, an Award or an SAR or to approve a Purchase. Granting
      of
      any Option, Award or SAR or approval of any Purchase for any individual shall
      neither entitle that individual to, nor disqualify that individual from,
      participation in any other grant of Plan Benefits.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SECTION
      4

     

    Stock
      Subject to Plan

     

    Subject
      to adjustment as provided in Sections 10 and 11 hereof, the stock to be offered
      under the Plan shall consist of shares of the Company’s Common Stock with par
      value $0.01 per share, and the maximum number of shares of stock that will
      be
      reserved for issuance, and in respect of which Plan Benefits may be granted
      pursuant to the provisions of the Plan, shall not exceed in the aggregate
2,307
      shares.
      Such shares may be authorized and unissued shares or may be treasury shares.
      If
      an Option or SAR granted hereunder shall expire or terminate for any reason
      without having been exercised in full, or if the Company shall reacquire any
      unvested shares issued pursuant to Awards or Purchases, the unpurchased shares
      subject thereto and any unvested shares so reacquired shall again be available
      for subsequent grants of Plan Benefits under the Plan. Stock issued pursuant
      to
      the Plan may be subject to such restrictions on transfer, repurchase rights
      or
      other restrictions as shall be determined by the Board of
      Directors.

     

    SECTION
      5

     

    Granting
      of Options, Awards and SARs and Approvals of Purchases

     

    Options,
      Awards and SARs may be granted and Purchases may be approved under the Plan
      at
      any time after July 15, 2000 and prior to July 15, 2010. The date of grant
      of an
      Option, Award or SAR or approval of a Purchase under the Plan will be the date
      specified by the Board of Directors at the time the Board of Directors grants
      such Option, Award or SAR or approves such Purchase; provided, however, that
      such date shall not be prior to the date on which the Board of Directors takes
      such action. The Board of Directors shall have the right, with the consent
      of a
      Participant, to convert an Incentive Stock Option granted under the Plan to
      a
      Non-Qualified Option pursuant to Section 6.7. Plan Benefits may be granted
      alone
      or in addition to other grants under the Plan.

     

    SECTION
      6

     

    Special
      Provisions Applicable to Options and SARs

     

    6.1 Purchase
      Price and Shares Subject to Options and SARs.

     

    (a) The
      purchase price per share of stock deliverable upon the exercise of an Option
      shall be determined by the Board of Directors, provided,
      however,
      that
      (i) in the case of an Incentive Stock Option, the exercise price shall not
      be
      less than 100% of the fair market value of such stock on the day the option
      is
      granted (except as modified in Section 6.6(b) hereof), and (ii) in the case
      of a
      Non-Qualified Option, the exercise price shall not be less than 75% of the
      fair
      market value of such stock on the day such Option is granted.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (b) Options
      granted under the Plan may provide for the payment of the exercise price by
      delivery of (i) cash or a check payable to the order of the Company in an amount
      equal to the exercise price of such Options, (ii) shares of Common Stock of
      the
      Company owned by the Participant having a fair market value equal in amount
      to
      the exercise price of the Options being exercised, or (iii) any combination
      of
      (i) and (ii). The fair market value of any shares of the Company’s Common Stock
      that may be delivered upon exercise of an Option shall be determined by the
      Board of Directors. The Board of Directors may also permit Participants, either
      on a selective or aggregate basis, to simultaneously exercise Options and sell
      the shares of Common Stock thereby acquired, pursuant to a brokerage or similar
      arrangement, approved in advance by the Board of Directors, and to use the
      proceeds from such sale as payment of the purchase price of such
      shares.

     

    (c) If,
      at
      the time an Option is granted under the Plan, the Company’s Common Stock is
      publicly traded, “fair market value” shall be determined as of the last business
      day for which the prices or quotes discussed in this sentence are available
      prior to the date such Option is granted (the “Determination Date”) and shall
      mean (i) the average (on the Determination Date) of the high and low prices
      of
      the Common Stock on the principal national securities exchange on which the
      Common Stock is traded, if such Common Stock is then traded on a national
      securities exchange; (ii) the last reported sale price (on the Determination
      Date) of the Common Stock on the Nasdaq Stock Market if the Common Stock is
      not
      then traded on a national securities exchange; or (iii) the closing bid price
      (or average of bid prices) last quoted (on the Determination Date) by an
      established quotation service for over-the-counter securities, if the Common
      Stock is not reported on the Nasdaq Stock Market. However, if the Common Stock
      is not publicly traded at the time an Option is granted under the Plan, “fair
      market value” shall be deemed to be the fair value of the Common Stock as
      determined by the Board of Directors after taking into consideration all factors
      that it deems appropriate, including, without limitation, recent sale and offer
      prices of the Common Stock in private transactions negotiated at arm’s
      length.

     

    (d) If
      the
      Company is subject to Section 162(m) of the Code, the maximum number of shares
      with respect to which Options or SARs may be granted to any employee, including
      any cancellations or repricings that may occur, shall be limited to 2,307 shares
      in any calendar year. 

     

    6.2 Duration
      of Options and SARs. Subject
      to Section 6.6(b) hereof, each Option and SAR and all rights thereunder shall
      be
      expressed to expire on such date as the Board of Directors may determine, but
      in
      no event later than ten (10) years from the day on which the Option or SAR
      is
      granted and shall be subject to earlier termination as provided
      herein.

     

    6.3 Exercise
      of Options and SARs.

     

    (a) Subject
      to Section 6.6(b) hereof, each Option and SAR granted under the Plan shall
      be
      exercisable at such time or times and during such period as shall be set forth
      in the instrument evidencing such Option or SAR. To the extent that an Option
      or
      SAR is not exercised by a Participant when it becomes initially exercisable,
      it
      shall not expire but shall be carried forward and shall be exercisable, on
      a
      cumulative basis, until the expiration of the exercise period. No partial
      exercise may be for less than five (5) full shares of Common Stock (or its
      equivalent).


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (b) The
      Board
      of Directors shall have the right to accelerate the date of exercise of any
      installments of any Option or SAR; provided that the Board of Directors shall
      not accelerate the exercise date of any installment of any Option granted to
      a
      Participant as an Incentive Stock Option (and not previously converted into
      a
      Non-Qualified Option pursuant to Section 6.7) if such acceleration would violate
      the annual vesting limitation contained in Section 422(d)(1) of the Code, which
      provides generally that the aggregate fair market value (determined at the
      time
      the Option is granted) of the stock with respect to which Incentive Stock
      Options granted to any Participant are exercisable for the first time by such
      Participant during any calendar year (under all plans of the Company and any
      Related Corporations) shall not exceed $100,000.

     

    6.4 Nontransferability
      of Options and SARs.

     

    No
      Option
      or SAR granted under the Plan shall be assignable or transferable by the
      Participant, either voluntarily or by operation of law, except by will or the
      laws of descent and distribution or unless, with respect to Non-Qualified
      Options and SARs, the Participant’s non-qualified stock option agreement
      granting such options (the “Non-Qualified Stock Option Agreement”) or the
      Participant’s SAR agreement granting such SARs (the “SAR Agreement”) provides
      otherwise. Unless otherwise provided by the Non-Qualified Stock Option Agreement
      or the SAR Agreement, during the life of the Participant, the Option or SAR
      shall be exercisable only by him or her. If any Participant should attempt
      to
      dispose of or encumber his or her Options or SARs, other than in accordance
      with
      the applicable terms of a Non-Qualified Stock Option Agreement or SAR Agreement,
      his or her interest in such Options or SARs shall terminate.

     

    6.5 Effect
      of Termination of Employment or Death.

     

    (a) If
      a
      Participant ceases to be employed by the Company or a Related Corporation for
      any reason, including retirement but other than death, any Option or SAR granted
      to such Participant under the Plan shall immediately terminate; provided,
      however,
      that
      any portion of such Option or SAR that was otherwise exercisable on the date
      of
      termination of the Participant’s employment may be exercised, unless a different
      period, approved by the Committee, is provided for in the applicable agreement,
      (i) within the twelve (12) month period following the date on which the
      Participant ceased to be so employed, but in no event after the expiration
      of
      the exercise period, if such Participant’s employment was terminated due to
      death or to a “disability” within Section 22(e)(3) of the Code, or (ii) within
      the two (2) month period following the date on which the Participant ceased
      to
      be so employed, but in no event after the expiration of the exercise period,
      if
      such Participant’s employment was terminated for any other reason (other than
      death or disability). Any such exercise may be made only to the extent of the
      number of shares subject to the Option or SAR that were purchasable on the
      date
      of such termination of employment. If the Participant dies during such twelve
      (12) month or three (3) month period, as applicable, the Option or SAR shall
      be
      exercisable by the Participant’s personal representatives, heirs or legatees to
      the same extent and during the same period that the Participant could have
      exercised the Option or SAR on the date of his or her death.

     

    (b) If
      the
      Participant dies while an employee of the Company or any Related Corporation,
      any Option or SAR granted to such Participant under the Plan shall be
      exercisable by the Participant’s personal representatives, heirs or legatees,
      for the purchase of that number of shares and to the same extent that the
      Participant could have exercised the Option or SAR on the date of his or her
      death. The Option or SAR or any unexercised portion thereof shall terminate
      unless so exercised prior to the earlier of the expiration of twelve (12) months
      from the date of such death or the expiration of the exercise
      period.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (c) In
      the
      case of a Non-Qualified Option or SAR, the Board of Directors may vary the
      terms
      set forth in Sections 6.5(a) and 6.5(b) by providing for different provisions
      in
      the applicable Non-Qualified Stock Option Agreement or SAR
      Agreement.

     

    6.6 Designation
      of Incentive Stock Options; Limitations.

     

    Options
      granted under the Plan that are intended to be Incentive Stock Options
      qualifying under Section 422 of the Code shall be designated as Incentive Stock
      Options and shall be subject to the following additional terms and
      conditions:

     

    (a) Dollar
      Limitation.
      The
      aggregate fair market value (determined at the time the option is granted)
      of
      the Common Stock for which Incentive Stock Options are exercisable for the
      first
      time during any calendar year by any person under the Plan (and all other
      incentive stock option plans of the Company and any Related Corporations) shall
      not exceed $100,000. In the event that Section 422(d)(1) of the Code is amended
      to alter the limitation set forth therein so that following such amendment
      such
      limitation shall differ from the limitation set forth in this Section 6.6(a),
      the limitation of this Section 6.6(a) shall be automatically adjusted
      accordingly.

     

    (b) 10%
      Stockholder.
      If any
      employee to whom an Incentive Stock Option is to be granted pursuant to the
      provisions of the Plan is on the date of grant the owner of stock possessing
      more than 10% of the total combined voting power of all classes of stock of
      the
      Company or any Related Corporations, then the following special provisions
      shall
      be applicable to the Incentive Stock Option granted to such
      individual:

     

    (i) The
      option price per share of the Common Stock subject to such Incentive Stock
      Option shall not be less than 110% of the fair market value of one share of
      Common Stock on the date of grant; and

     

    (ii) The
      option exercise period shall not exceed five (5) years from the date of
      grant.

     

    In
      determining whether the 10% threshold has been reached, the stock attribution
      rules of Section 424(d) of the Code shall apply.

     

    (c) Except
      as
      modified by the preceding provisions of this Section 6.6, all of the provisions
      of the Plan shall be applicable to Incentive Stock Options granted hereunder;
      provided that, in the case of an Incentive Stock Option, notwithstanding the
      provisions of the applicable agreement, the periods to exercise following a
      termination of employment for any reason shall not exceed the periods prescribed
      by Section 422 of the Code.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	
            	6.7	
              Conversion
                of Incentive Stock Options into Non-Qualified Options; Termination
                of
                Incentive Stock Options.

            


    

     

    The
      Board
      of Directors, at the written request of any Participant, may in its discretion
      take such actions as may be necessary to convert such Participant’s Incentive
      Stock Options (or any installments or portions of installments thereof) that
      have not been exercised on the date of conversion into Non-Qualified Options
      at
      any time prior to the expiration of such Incentive Stock Options, regardless
      of
      whether the Participant is an employee of the Company or a Related Corporation
      at the time of such conversion. Such actions may include, but not be limited
      to,
      extending the exercise period or reducing the exercise price of the appropriate
      installments of such Options. At the time of such conversion, the Board of
      Directors (with the consent of the Participant) may impose such conditions
      on
      the exercise of the resulting Non-Qualified Options as the Board of Directors
      in
      its discretion may determine, provided that such conditions shall not be
      inconsistent with the Plan. Nothing in the Plan shall be deemed to give any
      Participant the right to have such Participant’s Incentive Stock Options
      converted into Non-Qualified Options, and no such conversion shall occur until
      and unless the Board of Directors takes appropriate action. The Board of
      Directors, with the consent of the Participant, may also terminate any portion
      of any Incentive Stock Option that has not been exercised at the time of such
      termination.

     

    6.8 Stock
      Appreciation Rights.

     

    An
      SAR is
      the right to receive, without payment, an amount equal to the excess, if any,
      of
      the fair market value of a share of Common Stock on the date of exercise over
      the grant price, which amount will be multiplied by the number of shares with
      respect to which the SARs shall have been exercised. The grant of SARs under
      the
      Plan shall be subject to the following terms and conditions and shall contain
      such additional terms and conditions, not inconsistent with the express terms
      of
      the Plan, as the Board of Directors shall deem desirable:

     

    (a) Grant.
      SARs
      may be granted in tandem with, in addition to or completely independent of
      any
      Plan Benefit.

     

    (b) Grant
      Price.
      The
      grant price of an SAR may be the fair market value of a share of Common Stock
      on
      the date of grant or such other price as the Board of Directors may
      determine.

     

    (c) Exercise.
      An SAR
      may be exercised by a Participant in accordance with procedures established
      by
      the Board of Directors or as otherwise provided in any agreement evidencing
      any
      SARs. The Board of Directors may provide that an SAR shall be automatically
      exercised on one or more specified dates.

     

    (d) Form
      of Payment.
      Payment
      upon exercise of an SAR may be made in cash, in shares of Common Stock or any
      combination thereof, as the Board of Directors shall determine.

     

    (e) Fair
      Market Value.
      Fair
      market value shall be determined in accordance with Section 6.1(c) with the
      “Determination Date” being determined by reference to the date of grant or the
      date of exercise of an SAR, as applicable.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    6.9 Rights
      as a Stockholder.

     

    The
      holder of an Option or SAR shall have no rights as a stockholder with respect
      to
      any shares covered by the Option or SAR until the date of issue of a stock
      certificate to him or her for such shares. Except as otherwise expressly
      provided in the Plan, no adjustment shall be made for dividends or other rights
      for which the record date is prior to the date such stock certificate is
      issued.

     

    
      
        6.10
          Special
          Provisions Applicable to Non-Qualified Options and SARs Granted to Covered
          Employees.

      

    

     

    If
      the
      Company is subject to Section 162(m) of the Code, in order for the full value
      of
      Non-Qualified Options or SARs granted to Covered Employees to be deductible
      by
      the Company for federal income tax purposes, the Company may intend for such
      Non-Qualified Options or SARs to be treated as “qualified performance-based
      compensation” as described in Treas. Reg. §1.162-27(e) (or any successor
      regulation). In such case, Non-Qualified Options or SARs granted to Covered
      Employees shall be subject to the following additional
      requirements:

     

    (a) such
      options and rights shall be granted only by the Committee; and

     

    (b) the
      exercise price of such Options and the grant price of such SARs granted shall
      in
      no event be less than the fair market value of the Common Stock as of the date
      of grant of such Options or SARs.

     

    SECTION
      7

     

    Special
      Provisions Applicable to Awards

     

    7.1 Grants
      of Awards.

     

    The
      Board
      of Directors may grant a Participant an Award subject to such terms and
      conditions as the Board of Directors deems appropriate, including, without
      limitation, restrictions on the pledging, sale, assignment, transfer or other
      disposition of such shares and the requirement that the Participant forfeit
      all
      or a portion of such shares back to the Company upon termination of
      employment.

     

    7.2 Conditions.

     

    Approvals
      of Awards may be subject to the following conditions:

     

    (a) Each
      Participant receiving an Award shall enter into an agreement (a “Stock
      Restriction Agreement”) with the Company, if required by the Board of Directors,
      in a form specified by the Board of Directors agreeing to such terms and
      conditions of the Award as the Board of Directors deems
      appropriate.

     

    (b) Shares
      issued and transferred to a Participant pursuant to an Award may, if required
      by
      the Board of Directors, be deposited with the Treasurer or other officer of
      the
      Company designated by the Board of Directors to be held until the lapse of
      the
      restrictions upon such shares, and each Participant shall execute and deliver
      to
      the Company stock powers enabling the Company to exercise its rights
      hereunder.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (c) Certificates
      for shares issued pursuant to an Award shall, if the Company shall deem it
      advisable, bear a legend to the effect that they are issued subject to specified
      restrictions.

     

    (d) Certificates
      representing the shares issued pursuant to an Award shall be registered in
      the
      name of the Participant and shall be owned by such Participant. Such Participant
      shall be the holder of record of such shares for all purposes, including voting
      and receipt of dividends paid with respect to such shares.

     

    7.3 Nontransferability.

     

    Shares
      issued pursuant to an Award may not be sold, assigned, transferred, alienated,
      commuted, anticipated, or otherwise disposed of (except, subject to the
      provisions of such Participant’s Stock Restriction Agreement, by will or the
      laws of descent and distribution), or pledged or hypothecated as collateral
      for
      a loan or as security for the performance of any obligation, or be otherwise
      encumbered, and are not subject to attachment, garnishment, execution or other
      legal or equitable process, prior to the lapse of restrictions on such shares,
      and any attempt at action in contravention of this Section shall be null and
      void. If any Participant should attempt to dispose of or encumber his or her
      shares issued pursuant to an Award prior to the lapse of the restrictions
      imposed on such shares, his or her interest in such shares shall
      terminate.

     

    7.4 Effect
      of Termination of Employment or Death on Awards.

     

    Unless
      otherwise provided in the applicable Stock Restriction Agreement, if, prior
      to
      the lapse of restrictions applicable to Awards, the Participant ceases to be
      an
      employee of the Company or the Related Companies for any reason, Awards to
      such
      Participant, as to which restrictions have not lapsed, shall be forfeited to
      the
      Company, effective on the date of the Participant’s termination of employment.
      The Board of Directors shall have the sole power to decide in each case to
      what
      extent leaves of absence shall be deemed a termination of
      employment.

     

    SECTION
      8

     

    Special
      Provisions Applicable to Purchases

     

    All
      approvals of Purchases that provide that the Company has a right to repurchase
      the shares subject to such Purchase (the “Restricted Shares”) shall be subject
      to the terms and conditions set forth in the related agreement (the “Stock
      Purchase Restriction Agreement”) approved by the Board of Directors, and shall
      be subject to the other terms and conditions of this Section 8.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    8.1 Conditions.

     

    All
      approvals of Purchases shall be subject to the following
      conditions:

     

    (a) Prior
      to
      the issuance and transfer of Restricted Shares, the Participant shall pay to
      the
      Company the purchase price (the “Purchase Price”) of the Restricted Shares in
      cash or in such other manner as shall be as approved by the Board of
      Directors.

     

    (b) Restricted
      Shares issued and transferred to a Participant may, if required by the Board
      of
      Directors, be deposited with the Treasurer or other officer of the Company
      designated by the Board of Directors to be held until the lapse of the
      restrictions upon such Restricted Shares, and each Participant shall execute
      and
      deliver to the Company stock powers enabling the Company to exercise its rights
      hereunder.

     

    (c) Certificates
      for Restricted Shares shall, if the Company shall deem it advisable, bear a
      legend to the effect that they are issued subject to specified
      restrictions.

     

    (d) Certificates
      representing the Restricted Shares shall be registered in the name of the
      Participant and shall be owned by such Participant. Such Participant shall
      be
      the holder of record of such Restricted Shares for all purposes, including
      voting and receipt of dividends paid with respect to such Restricted
      Shares.

     

    8.2 Nontransferability.

     

    A
      Participant’s Restricted Shares may not be sold, assigned, transferred,
      alienated, commuted, anticipated, or otherwise disposed of (except, subject
      to
      the provisions of such Participant’s Stock Purchase Restriction Agreement by
      will or the laws of descent and distribution), or pledged or hypothecated as
      collateral for a loan or as security for the performance of any obligation,
      or
      be otherwise encumbered, and are not subject to attachment, garnishment,
      execution or other legal or equitable process, prior to the lapse of
      restrictions on such Restricted Shares, and any attempt at action in
      contravention of this Section shall be null and void. If any Participant should
      attempt to dispose of or encumber his or her Restricted Shares prior to the
      lapse of the restrictions imposed on such Restricted Shares, his or her interest
      in the Restricted Shares awarded to him or her shall terminate.

     

    SECTION
      9

     

    Requirements
      of Law

     

    9.1 Violations
      of Law.

     

    No
      shares
      shall be issued and delivered upon exercise of any Option or the making of
      any
      Award or Purchase or the payment of any SAR unless and until, in the opinion
      of
      counsel for the Company, any applicable registration requirements of the
      Securities Act of 1933, as amended, any applicable listing requirements of
      any
      national securities exchange on which stock of the same class is then listed,
      and any other requirements of law or of any regulatory bodies having
      jurisdiction over such issuance and delivery, shall have been fully complied
      with in respect to such issuance and delivery. Each Participant may, by
      accepting Plan Benefits, be required to represent and agree in writing, for
      himself or herself and for his or her transferees by will or the laws of descent
      and distribution, that the stock acquired by him, her or them is being acquired
      for investment. The requirement for any such representation may be waived at
      any
      time by the Board of Directors.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    9.2 Compliance
      with Rule 16b-3.

     

    If
      the
      Company has a class of stock registered pursuant to Section 12 of the Exchange
      Act, the intent of this Plan is to qualify for the exemption provided by Rule
      16b-3 under the Exchange Act. To the extent any provision of the Plan does
      not
      comply with the requirements of Rule 16b-3, it shall be deemed inoperative
      to
      the extent permitted by law and deemed advisable by the Board of Directors
      and
      shall not affect the validity of the Plan. In the event Rule 16b-3 is revised
      or
      replaced, the Board of Directors may exercise discretion to modify this Plan
      in
      any respect necessary to satisfy the requirements of the revised exemption
      or
      its replacement.

     

    SECTION
      10

     

    Recapitalization

     

    In
      the
      event that dividends are payable in Common Stock of the Company or in the event
      there are splits, sub-divisions or combinations of shares of Common Stock of
      the
      Company, the number of shares available under the Plan shall be increased or
      decreased proportionately, as the case may be, and the number of shares
      deliverable upon the exercise thereafter of any Option previously granted shall
      be increased or decreased proportionately, as the case may be, without change
      in
      the aggregate purchase price, and the number of shares to which granted SARs
      relate shall be increased or decreased proportionately, as the case may be,
      and
      the grant price of such SARs shall be decreased or increased proportionately,
      as
      the case may be.

     

    SECTION
      11

     

    Reorganization

     

    In
      case
      the Company is merged or consolidated with another corporation and the Company
      is not the surviving corporation, or, in case the property or stock of the
      Company is acquired by any other corporation, or in case of a reorganization
      or
      liquidation of the Company, the Board of Directors of the Company, or the board
      of directors of any corporation assuming the obligations of the Company
      hereunder, shall, as to outstanding Plan Benefits, either (i) make appropriate
      provision for the protection of any such outstanding Plan Benefits by the
      substitution on an equitable basis of appropriate stock of the Company or of
      the
      merged, consolidated or otherwise reorganized corporation that will be issuable
      in respect of the shares of Common Stock of the Company, provided only that
      the
      excess of the aggregate fair market value of the shares subject to the Plan
      Benefits immediately after such substitution over the purchase price thereof
      is
      not more than the excess of the aggregate fair market value of the shares
      subject to such Plan Benefits immediately before such substitution over the
      purchase price thereof, (ii) upon written notice to the Participants, provide
      that all unexercised Plan Benefits must be exercised within a specified number
      of days of the date of such notice or such Plan Benefits will be terminated,
      or
      (iii) upon written notice to the Participants, provide that the Company or
      the
      merged, consolidated or otherwise reorganized corporation shall have the right,
      upon the effective date of any such merger, consolidation, sale of assets or
      reorganization, to purchase all Plan Benefits held by each Participant and
      unexercised as of that date at an amount equal to the aggregate fair market
      value on such date of the shares subject to the Plan Benefits held by such
      Participant over the aggregate purchase price therefor, such amount to be paid
      in cash or, if stock of the merged, consolidated or otherwise reorganized
      corporation is issuable in respect of the shares of the Common Stock of the
      Company, then, in the discretion of the Board of Directors, in stock of such
      merged, consolidated or otherwise reorganized corporation equal in fair market
      value to the aforesaid amount. In any such case the Board of Directors shall,
      in
      good faith, determine fair market value and may, in its discretion, advance
      the
      lapse of any waiting or installment periods and exercise dates.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SECTION
      12

     

    No
      Special Employment Rights

     

    Nothing
      contained in the Plan or in any Plan Benefit documentation shall confer upon
      any
      Participant receiving a grant of any Plan Benefit any right with respect to
      the
      continuation of his or her employment by the Company (or any Related
      Corporation) or interfere in any way with the right of the Company (or any
      Related Corporation), subject to the terms of any separate employment agreement
      to the contrary, at any time to terminate such employment or to increase or
      decrease the compensation of the Participant from the rate in existence at
      the
      time of the grant of any Plan Benefit. Whether an authorized leave of absence,
      or absence in military or government service, shall constitute termination
      of
      employment shall be determined by the Board of Directors.

     

    SECTION
      13

     

    Amendment
      of the Plan

     

    The
      Board
      of Directors may at any time and from time to time modify or amend the Plan
      in
      any respect. The termination or any modification or amendment of the Plan shall
      not, without the consent of a recipient of any Plan Benefit, affect his or
      her
      rights under any Plan Benefit previously granted. With the consent of the
      affected Participant, the Board of Directors may amend outstanding agreements
      relating to any Plan Benefit, in a manner not inconsistent with the Plan. The
      Board of Directors hereby reserves the right to amend or modify the terms and
      provisions of the Plan and of any outstanding Options to the extent necessary
      to
      qualify any or all Options under the Plan for such favorable federal income
      tax
      treatment (including deferral of taxation upon exercise) as may be afforded
      incentive stock options under Section 422 of the Code, provided, however, that
      the consent of an optionee is required if such amendment or modification would
      cause unfavorable income tax treatment for such optionee.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SECTION
      14

     

    Withholding

     

    The
      Company’s obligation to deliver shares of stock upon the exercise of any Option
      or the granting of an Award or to make payment upon any exercise of any SAR
      or
      making of a Purchase shall be subject to the satisfaction by the Participant
      of
      all applicable federal, state and local income and employment tax withholding
      requirements. Subject in particular cases to the approval of the Board of
      Directors, the Company may accept shares of stock of equivalent fair market
      value (as determined in accordance with Section 6.1(c)) in payment of any such
      withholding tax obligations if the Participant selects to make payment in such
      manner.

     

    SECTION
      15

     

    Effective
      Date and Duration of the Plan

     

    15.1 Effective
      Date.

     

    The
      Plan
      shall become effective when adopted by the Board of Directors, but no Incentive
      Stock Option granted under the Plan (or any other Plan Benefits granted to
      Covered Employees, if the Company is subject to Section 162(m) of the Code)
      shall become exercisable unless and until the Plan shall have been approved
      by
      the Company’s stockholders. If such stockholder approval is not obtained within
      twelve (12) months after the date of the Board’s adoption of the Plan, then any
      Incentive Stock Options previously granted under the Plan shall terminate and
      no
      further Incentive Stock Options shall be granted. Subject to such limitation,
      Options may be granted under the Plan at any time after the effective date
      and
      before the date fixed herein for termination of the Plan.

     

    15.2 Duration.

     

    Unless
      sooner terminated in accordance with Section 11 hereof, the Plan shall terminate
      upon the earlier of (i) the tenth anniversary of the date of its adoption by
      the
      Board of Directors or (ii) the date on which all shares available for issuance
      under the Plan shall have been issued pursuant to any Awards or Purchases or
      the
      exercise or cancellation of Options and SARs granted hereunder. If the date
      of
      termination is determined under (i) above, then Plan Benefits outstanding on
      such date shall continue to have force and effect in accordance with the
      provisions of the instruments evidencing such Plan Benefits.

     

    SECTION
      16

     

    Governing
      Law

     

    The
      Plan
      and all actions taken thereunder shall be governed by the laws of the State
      of
      New York.