payable in cash, for each meeting of a committee of the Board of Directors and each half-dayspecial meeting of the Board of Directors that he or she attends. No committee meeting fees arepayable with respect to attendance by a Director at a committee meeting held in conjunction with aregular quarterly or all-day special meeting of the Board of Directors. Meeting fees shall be paidto each Director no later than the first March 15th following the end of the year inwhich the meeting to which the payment relates was held.     2.5 **Expense Reimbursement**Each Director shall be reimbursed for his or her reasonableexpenses incurred, if any, when attending meetings of the Board of Directors and committeemeetings. Such reimbursements shall be paid to the Director no later than the first March15th following the end of the year in which the meeting to which the reimbursementrelates was held.III. **RESTRICTED STOCK AWARDS**     3.1 **Annual Retainer Grants of Restricted Stock Awards**As part of the Annual Retainer, at theclose of business on April 1st of each year, each Director shall receive $36,000 payablein shares of restricted stock. The number of shares of restricted stock to be granted shall bedetermined in the manner provided in Section 2.2 of this Plan. In making yearly grants ofrestricted stock, the Board of Directors expects each Director, within three years of the date heor she becomes a member of the Board of Directors, to own an amount of common stock equal to oneyear of his or her average total board compensation. Common stock received from grants madehereunder may be used to meet this requirement.     3.2 **Restrictions, Terms and Conditions**All shares of restricted stock granted under thisPlan may not be sold, traded, assigned, transferred or otherwise encumbered unless and until theapplicable restrictions are removed. Each Director granted restricted stock shall, notwithstandingthe applicable restrictions on transfer, have the right to vote such shares and receive dividendsand other distributions. The Company shall issue restricted stock to Directors receiving suchannual grants in the form of three (3) stock certificates in amounts as nearly equal as ispracticable to reflect the vesting schedule discussed below. Each certificate representingrestricted stock granted to him or her shall bear two (2) legends; a) a restriction substantiallysimilar to the statement immediately below:          **THIS CERTIFICATE AND THE SHARES OF STOCK REPRESENTED HEREBY SHALL NOTVEST UNTIL APRIL 1, _________. IN ADDITION, THIS CERTIFICATE AND THE SHARESOF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE PROVISIONS OF A RESTRICTEDSTOCK AGREEMENT DATED _________ WHEREBY VESTING OF OWNERSHIP OF THE SHARESEVIDENCED BY THIS CERTIFICATE ARE SET FORTH AND A CORRESPONDING RISK OFFORFEITURE IS SET FORTH. A COPY OF SAID RESTRICTED STOCK AGREEMENT IS ONFILE AT THE REGISTERED OFFICE OF THE COMPANY WHERE IT MAY BE INSPECTEDWITH PROPER AUTHORIZATION.**and b) a statement that the restricted stock is subject to resale restrictions byvirtue of the fact that the shares have not been registered under the SecuritiesAct of 1933, as amended, as substantially similar to the statement immediatelybelow:          **THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEENREGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”), AND ARE“RESTRICTED SECURITIES” AS THAT TERM IS DEFINED IN RULE 144 UNDER THE ACT.THE SHARES MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERREDEXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT ORPURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT, THE**
 

 
**AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY.**     3.3 **Vesting and Risk of Forfeiture**Each annual grant of restricted stock shall vest ininstallments as nearly equal as is practicable over a three (3) year period. Except as providedherein, if a Director’s participation as a member of the Board of Directors ceases or is terminatedfor any reason prior to the date the shares of restricted stock are fully vested, the unvestedportion of the restricted stock shall be automatically forfeited and revert back to the Company andagain shall become available for grant under this Plan. Forfeiture of shares will also result withrespect to a Director who, without the Company’s written consent, becomes employed by, or providesservices to, including, without limitation, serving on the board of directors of, a companysubstantially engaged in a business which is competitive to a principal business conducted by theCompany.     3.4 **Removal of Restrictions**All shares of restricted stock will become free of vestingrestrictions and non-forfeitable on the date noted in each Director’s Restricted Stock Agreement.In addition, all shares of restricted stock granted to any Director will become vested and shallbecome non-forfeitable, upon the occurrence of any of the following: (a) the Director’s death or permanent disability,  (b) the occurrence of a “Change of Control” as defined below.A “Change of Control” is defined as: (i) the closing of any merger, combination,consolidation or similar business combination transaction involving the Company inwhich the holders of the Common Stock immediately prior to such transaction arenot the holders of a majority of the ordinary voting securities of the survivingcorporation in such transaction; (ii) the closing of any sale by the Company ofall or substantially all of its assets to an acquiring corporation in which theholders of the Common Stock immediately prior to such closing are not the holdersof a majority of the ordinary voting securities of the acquiring entity; or (iii)the closing of any sale by the holders of the Common Stock to someone other than acurrent holder of the Common Stock of an amount of the Common Stock that equals orexceeds a majority of the Common Stock outstanding immediately prior to suchclosing.     3.5 **Shares Subject to the Plan**207,276 shares of the Common Stock (the “Shares”) areauthorized for issuance under this Plan in accordance with the provisions hereof and subject tosuch restrictions or other provisions as the Compensation Committee may from time to time deemnecessary.     3.6 **Adjustments for Stock Split, Stock Dividend, Etc.**If the Company shall at any timeincrease or decrease the number of its outstanding shares of the Common Stock or change in any waythe rights and privileges of the Common Stock by means of the payment of a stock dividend or anyother distribution payable in shares of the Common Stock, or through a stock split, subdivision,consolidation, combination, reclassification or recapitalization involving the Common Stock, thenin relation to the Shares that are affected by one or more of the above events, the numbers, rightsand privileges of the Shares shall be increased, decreased or changed in like manner as if they hadbeen issued and outstanding, fully paid and nonassessable at the time of such occurrence.     3.7 **Withholding**The Company’s obligations to deliver shares of the Common Stock upon thevesting of any restricted stock award shall be subject to the Director recipient’s satisfaction ofall applicable federal, state and local income and other tax withholding requirements.IV. **ADDITIONAL PROVISIONS**     4.1 The Compensation Committee shall have the complete and exclusive authority to terminatethis Plan. Nothing in this Plan shall limit or be deemed to limit the authority of the Board ofDirectors or
 

 
the Compensation Committee to grant awards or authorize any other compensation, withor without reference to the Common Stock, under any other plan or authority.     4.2 The Compensation Committee may correct any defect, supply any omission or reconcile anyinconsistency in the Plan or in any agreement entered into hereunder in the manner and to theextent it shall deem proper and in the best interest of the Company. No member of the CompensationCommittee shall be liable for any action or determination made in good faith, and all members ofthe Compensation Committee shall, in addition to their rights as Directors, be fully indemnified bythe Company with respect to any such action, determination or interpretation in respect of thisPlan.     4.3 The Board of Directors intends that, except as may be otherwise determined by theCompensation Committee, any payment to be made pursuant to this Plan is either exempt from orsatisfies the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, andrelated regulations and Treasury pronouncements (“Section 409A”) to avoid the imposition of anytaxes, including additional income or penalty taxes, thereunder. If the Compensation Committeedetermines, in its sole discretion, that any payment to be made pursuant to this Plan is or wouldbe subject to any taxes, including additional income or penalty taxes, under Section 409A, unlessthe Compensation Committee expressly determines otherwise, such payment shall not be made and therelated provisions of this Plan will be deemed modified or, if necessary, rescinded in order torender the payment not subject to any taxes, including additional income or penalty taxes, underSection 409A to the extent determined by the Compensation Committee without the consent of, ornotice to, the recipient of such payment.     4.4 This Plan shall be governed by and subject to the laws of the State of Delaware andapplicable federal laws.