**Exhibit
      10.22**





**STRATUS
      PROPERTIES INC.**


**STOCK
      OPTION PLAN**





SECTION
      1




Purpose .
      The
      purposes of the Stratus Properties Inc. Stock Option Plan (the “Plan”) are to
      promote the interests of Stratus Properties Inc. and its stockholders by (i)
      attracting and retaining officers and executive and other key employees or
      managers of the business of Stratus Properties Inc. and its subsidiaries; (ii)
      motivating such individuals by means of performance-related incentives to
      achieve longer-range performance goals; and (iii) enabling such individuals
      to
      participate in the long-term growth and financial success of Stratus Properties
      Inc. and its subsidiaries.




SECTION
      2




Definitions .
      As used
      in the Plan, the following terms shall have the meanings set forth
      below:




“Award”
      shall mean any Option, Stock Appreciation Right, Limited Right or Other
      Stock-Based Award.




“Award
      Agreement” shall mean any written agreement, contract or other instrument or
      document evidencing any Award, which may, but need not, be executed or
      acknowledged by a Participant.




“Board”
      shall mean the Board of Directors of Stratus Properties Inc.




“Code”
      shall mean the Internal Revenue Code of 1986, as amended from time to
      time.




“Committee”
      shall mean a committee of the Board designated by the Board to administer the
      Plan and composed of not fewer than two directors, each of whom, to the extent
      necessary to comply with Rule 16b-3 only, is a “non-employee director”
within the meaning of Rule 16b-3 and, to the extent necessary to comply
      with Section 162(m) only, is an “outside director” under Section 162(m). Until
      otherwise determined by the Board, the Committee shall be the Corporate
      Personnel Committee of the Board.




“Company”
      shall mean Stratus Properties Inc.




“Designated
      Beneficiary” shall mean the beneficiary designated by the Participant, in a
      manner determined by the Committee, to receive the benefits due the Participant
      under the Plan in the event of the Participant’s death. In the absence of an
      effective designation by the Participant, Designated Beneficiary shall mean
      the
      Participant’s estate.




“Eligible
      Individual” shall mean (i) any person providing services as an officer or an
      executive or key manager of the Company or a Subsidiary, whether or not employed
      by such entity, (ii) any employee of the Company or a Subsidiary, including
      any
      director who is also an









employee
      of the Company or a Subsidiary, and (iii) any person who has agreed in writing
      to become a person described in clauses (i) or (ii) within not more than 30
      days
      following the date of grant of such person’s first Award under the
      Plan.




“Exchange
      Act” shall mean the Securities Exchange Act of 1934, as amended from time to
      time.




“FTX”
      shall mean Freeport-McMoRan Inc.




“Incentive
      Stock Option” shall mean an option granted under Section 6 of the Plan that is
      intended to meet the requirements of Section 422 of the Code or any successor
      provision thereto.




“Limited
      Right” shall mean any right granted under Section 8 of the
      Plan.




“Nonqualified
      Stock Option” shall mean an option granted under Section 6 of the Plan that is
      not intended to be an Incentive Stock Option.




“Offer”
      shall mean any tender offer, exchange offer or series of purchases or other
      acquisitions, or any combination of those transactions, as a result of which
      any
      person, or any two or more persons acting as a group, and all affiliates of
      such
      person or persons, shall own beneficially more than 40% of the Shares
      outstanding (exclusive of Shares held in the Company’s treasury or by the
      Company’s Subsidiaries).




“Offer
      Price” shall mean the highest price per Share paid in any Offer that is in
      effect at any time during the period beginning on the ninetieth day prior to
      the
      date on which a Limited Right is exercised and ending on and including the
      date
      of exercise of such Limited Right. Any securities or property that comprise
      all
      or a portion of the consideration paid for Shares in the Offer shall be valued
      in determining the Offer Price at the higher of (i) the valuation placed on
      such
      securities or property by the person or persons making such Offer, or (ii)
      the
      valuation, if any, placed on such securities or property by the Committee or
      the
      Board.




“Option”
      shall mean an Incentive Stock Option or a Nonqualified Stock
      Option.




“Other
      Stock-Based Award” shall mean any right or award granted under Section 9 of
      the Plan.




“Participant”
      shall mean any Eligible Individual granted an Award under the Plan.




“Partnership”
      shall mean FM Properties Operating Co.




“Person”
      shall mean any individual, corporation, partnership, association, joint-stock
      company, trust, unincorporated organization, government or political subdivision
      thereof or other entity.




“Rule
      16b-3” shall mean Rule 16b-3 promulgated by the SEC under the Exchange Act, or
      any successor rule or regulation thereto as in effect from time to
      time.




“SAR”
      shall mean any Stock Appreciation Right.




2




“SEC”
      shall mean the Securities and Exchange Commission, including the staff thereof,
      or any successor thereto.




“Section
      162(m)” shall mean Section 162(m) of the Code and all regulations promulgated
      thereunder as in effect from time to time.




“Shares”
      shall mean the shares of common stock, par value $.01 per share, of the Company,
      and such other securities of the Company or a Subsidiary as the Committee may
      from time to time designate.




“Stock
      Appreciation Right” shall mean any right granted under Section 7 of the
      Plan.




“Subsidiary”
      shall mean the Partnership and any corporation or other entity in which the
      Company possesses directly or indirectly equity interests representing at least
      50% of the total ordinary voting power or at least 50% of the total value of
      all
      classes of equity interests of such corporation or other entity.




SECTION
      3




Administration .
      The
      Plan shall be administered by the Committee. Subject
      to the terms of the Plan and applicable law, and in addition to other express
      powers and authorizations conferred on the Committee by the Plan, the Committee
      shall have full power and authority to: (i) designate Participants; (ii)
      determine the type or types of Awards to be granted to an Eligible Individual;
      (iii) determine the number of Shares to be covered by, or with respect to which
      payments, rights or other matters are to be calculated in connection with,
      Awards; (iv) determine the terms and conditions of any Award; (v) determine
      whether, to what extent, and under what circumstances Awards may be settled
      or
      exercised in cash, whole Shares, other whole securities, other Awards, other
      property or other cash amounts payable by the Company upon the exercise of
      that
      or other Awards, or canceled, forfeited or suspended and the method or methods
      by which Awards may be settled, exercised, canceled, forfeited or suspended;
      (vi) determine whether, to what extent, and under what circumstances cash,
      Shares, other securities, other Awards, other property, and other amounts
      payable by the Company with respect to an Award shall be deferred either
      automatically or at the election of the holder thereof or of the Committee;
      (vii) interpret and administer the Plan and any instrument or agreement relating
      to, or Award made under, the Plan; (viii) establish, amend, suspend or waive
      such rules and regulations and appoint such agents as it shall deem appropriate
      for the proper administration of the Plan; and (ix) make any other determination
      and take any other action that the Committee deems necessary or desirable for
      the administration of the Plan. Unless otherwise expressly provided in the
      Plan,
      all designations, determinations, interpretations and other decisions under
      or
      with respect to the Plan or any Award shall be within the sole discretion of
      the
      Committee, may be made at any time and shall be final, conclusive and binding
      upon all Persons, including the Company, any Subsidiary, any Participant, any
      holder or beneficiary of any Award, any stockholder of the Company and any
      Eligible Individual.




SECTION
      4




Eligibility .
      Any
      Eligible Individual who is not a member of the Committee shall be eligible
      to be
      granted an Award.




3




SECTION
      5




(a)  Shares
      Available for Awards .
      Subject
      to adjustment as provided in Section 5(b):




(i)  Calculation
      of Number of Shares Available .
      The
      number of Shares with respect to which Awards may be granted under the Plan
      shall be 425,000. If, after the effective date of the Plan, an Award granted
      under the Plan expires or is exercised, forfeited, canceled or terminated
      without the delivery of Shares, then the Shares covered by such Award or to
      which such Award relates, or the number of Shares otherwise counted against
      the
      aggregate number of Shares with respect to which Awards may be granted, to
      the
      extent of any such expiration, exercise, forfeiture, cancellation or termination
      without the delivery of Shares, shall again be, or shall become, Shares with
      respect to which Awards may be granted. Notwithstanding the foregoing and
      subject to adjustment as provided in Section 5(b), the aggregate number of
      Shares in respect of which Awards may be granted under the Plan to any Eligible
      Individual shall not exceed 125,000 in any year.




(ii)  Substitute
      Awards .
      Any
      Shares delivered by the Company, any Shares with respect to which Awards are
      made by the Company, or any Shares with respect to which the Company becomes
      obligated to make Awards, through the assumption of, or in substitution for,
      outstanding awards previously granted by an acquired company or a company with
      which the Company combines, shall not be counted against the Shares available
      for Awards under the Plan.




(iii)  Sources
      of Shares Deliverable Under Awards .
      Any
      Shares delivered pursuant to an Award may consist of authorized and unissued
      Shares or of treasury Shares, including Shares held by the Company or a
      Subsidiary and acquired in the open market or otherwise obtained by the Company
      or a Subsidiary.




(b)  Adjustments .
      In the
      event that the Committee determines that any dividend or other distribution
      (whether in the form of cash, Shares, Partnership interests, Subsidiary
      securities, other securities or other property), recapitalization, stock split,
      reverse stock split, reorganization, merger, consolidation, split-up, spin-off,
      combination, repurchase or exchange of Shares or other securities of the
      Company, issuance of warrants or other rights to purchase Shares or other
      securities of the Company, or other similar corporate transaction or event
      affects the Shares such that an adjustment is determined by the Committee to
      be
      appropriate to prevent dilution or enlargement of the benefits or potential
      benefits intended to be made available under the Plan, then the Committee shall,
      in such manner as it may deem equitable, adjust any or all of (i) the number
      and
      type of Shares (or other securities or property) with respect to which Awards
      may be granted, (ii) the number and type of Shares (or other securities or
      property) subject to outstanding Awards, and (iii) the grant or exercise price
      with respect to any Award or, if deemed appropriate, make provision for a cash
      payment to the holder of an outstanding Award or, if deemed appropriate, adjust
      outstanding Awards to provide the rights contemplated by Section 9(b) hereof; provided ,
      in each
      case, that with respect to Awards of Incentive Stock Options no such adjustment
      shall be authorized to the extent that such authority would cause the Plan
      to
      violate Section 422(b)(1) of the Code or any successor




4




provision
      thereto; and provided  further ,
      that
      the number of Shares subject to any Award denominated in Shares shall always
      be
      a whole number.




SECTION
      6




(a)  Stock
      Options .
      Subject
      to the provisions of the Plan, the Committee shall have sole and complete
      authority to determine the Eligible Individuals to whom Options shall be
      granted, the number of Shares to be covered by each Option, the option price
      therefor and the conditions and limitations applicable to the exercise of the
      Option. The Committee shall have the authority to grant Incentive Stock Options,
      Nonqualified Stock Options or both. In the case of Incentive Stock Options,
      the
      terms and conditions of such grants shall be subject to and comply with such
      rules as may be required by Section 422 of the Code, as from time to time
      amended, and any implementing regulations. Except in the case of an Option
      granted in assumption of or substitution for an outstanding award of a company
      acquired by the Company or with which the Company combines, the exercise price
      of any Option granted under this Plan shall not be less than 100% of the fair
      market value of the underlying Shares on the date of grant.




(b)  Exercise .
      Each
      Option shall be exercisable at such times and subject to such terms and
      conditions as the Committee may, in its sole discretion, specify in the
      applicable Award Agreement or thereafter, provided, however, that in no event
      may any Option granted hereunder be exercisable after the expiration of 10
      years
      after the date of such grant. The Committee may impose such conditions with
      respect to the exercise of Options, including without limitation, any condition
      relating to the application of Federal or state securities laws, as it may
      deem
      necessary or advisable.




(c)  Payment .
      No
      Shares shall be delivered pursuant to any exercise of an Option until payment
      in
      full of the option price therefor is received by the Company. Such payment
      may
      be made in cash, or its equivalent, or, if and to the extent permitted by the
      Committee, by applying cash amounts payable by the Company upon the exercise
      of
      such Option or other Awards by the holder thereof or by exchanging whole Shares
      owned by such holder (which are not the subject of any pledge or other security
      interest), or by a combination of the foregoing, provided that the combined
      value of all cash, cash equivalents, cash amounts so payable by the Company
      upon
      exercises of Awards and the fair market value of any such whole Shares so
      tendered to the Company, valued (in accordance with procedures established
      by
      the Committee) as of the effective date of such exercise, is at least equal
      to
      such option price.




SECTION
      7




(a)  Stock
      Appreciation Rights .
      Subject
      to the provisions of the Plan, the Committee shall have sole and complete
      authority to determine the Eligible Individuals to whom Stock Appreciation
      Rights shall be granted, the number of Shares to be covered by each Stock
      Appreciation Right, the grant price thereof and the conditions and limitations
      applicable to the exercise thereof. Stock Appreciation Rights may be granted
      in
      tandem with another Award, in addition to another Award, or freestanding and
      unrelated to any other Award. Stock Appreciation Rights granted in tandem with
      or in addition to an Option or other Award may be granted either at the same
      time as the Option or other Award or at a later time. Stock Appreciation Rights
      shall not be exercisable after the expiration of 10 years after the date of




5




grant.
      Except in the case of a Stock Appreciation Right granted in assumption of or
      substitution for an outstanding award of a company acquired by the Company
      or
      with which the Company combines, the grant price of any Stock Appreciation
      Right
      granted under this Plan shall not be less than 100% of the fair market value
      of
      the Shares covered by such Stock Appreciation Right on the date of grant or,
      in
      the case of a Stock Appreciation Right granted in tandem with a then outstanding
      Option or other Award, on the date of grant of such related Option or
      Award.




(b)  A
      Stock
      Appreciation Right shall entitle the holder thereof to receive an amount equal
      to the excess, if any, of the fair market value of a Share on the date of
      exercise of the Stock Appreciation Right over the grant price. Any Stock
      Appreciation Right shall be settled in cash, unless the Committee shall
      determine at the time of grant of a Stock Appreciation Right that it shall
      or
      may be settled in cash, Shares or a combination of cash and Shares.




SECTION
      8




(a)  Limited
      Rights .
      Subject
      to the provisions of the Plan, the Committee shall have sole and complete
      authority to determine the Eligible Individuals to whom Limited Rights shall
      be
      granted, the number of Shares to be covered by each Limited Right, the grant
      price thereof and the conditions and limitations applicable to the exercise
      thereof. Limited Rights may be granted in tandem with another Award, in addition
      to another Award, or freestanding and unrelated to any Award. Limited Rights
      granted in tandem with or in addition to an Award may be granted either at
      the
      same time as the Award or at a later time. Limited Rights shall not be
      exercisable after the expiration of 10 years after the date of grant and shall
      only be exercisable during a period determined at the time of grant by the
      Committee beginning not earlier than one day and ending not more than ninety
      days after the expiration date of an Offer. Except in the case of a Limited
      Right granted in assumption of or substitution for an outstanding award of
      a
      company acquired by the Company or with which the Company combines, the grant
      price of any Limited Right granted under this Plan shall not be less than 100%
      of the fair market value of the Shares covered by such Limited Right on the
      date
      of grant or, in the case of a Limited Right granted in tandem with a then
      outstanding Option or other Award, on the date of grant of such related Option
      or Award.




(b)  A
      Limited
      Right shall entitle the holder thereof to receive an amount equal to the excess,
      if any, of the Offer Price on the date of exercise of the Limited Right over
      the
      grant price. Any Limited Right shall be settled in cash, unless the Committee
      shall determine at the time of grant of a Limited Right that it shall or may
      be
      settled in cash, Shares or a combination of cash and Shares.




SECTION
      9




(a)  Other
      Stock-Based Awards .
      The
      Committee is hereby authorized to grant to Eligible Individuals an “Other
      Stock-Based Award”, which shall consist of an Award, the value of which is based
      in whole or in part on the value of Shares, that is not an instrument or Award
      specified in Sections 6 through 8 of this Plan. Other Stock-Based Awards may
      be
      awards of Shares or may be denominated or payable in, valued in whole or in
      part
      by reference to, or otherwise based on or related to, Shares (including, without
      limitation, securities convertible or exchangeable into or exercisable for
      Shares), as deemed by the Committee consistent with the




6




purposes
      of the Plan. The Committee shall determine the terms and conditions of any
      such
      Other Stock-Based Award. Except in the case of an Other Stock-Based Award
      granted in assumption of or in substitution for an outstanding award of a
      company acquired by the Company or with which the Company combines, the price
      at
      which securities may be purchased pursuant to any Other Stock-Based Award
      granted under this Plan, or the provision, if any, of any such Award that is
      analogous to the purchase or exercise price, shall not be less than 100% of
      the
      fair market value of the securities to which such Award relates on the date
      of
      grant.




(b)  Dividend
      Equivalents .
      In the
      sole and complete discretion of the Committee, an Award, whether made as an
      Other Stock-Based Award under this Section 9 or as an Award granted pursuant
      to
      Sections 6 through 8 hereof, may provide the holder thereof with dividends
      or
      dividend equivalents, payable in cash, Shares, Partnership interests, Subsidiary
      securities, other securities or other property on a current or deferred
      basis.




SECTION
      10




(a)  Amendments
      to the Plan .
      The
      Board may amend, suspend or terminate the Plan or any portion thereof at any
      time, provided that no amendment shall be made without stockholder approval
      if
      such approval is necessary to comply with any tax or regulatory requirement.
      Notwithstanding anything to the contrary contained herein, the Committee may
      amend the Plan in such manner as may be necessary for the Plan to conform with
      local rules and regulations in any jurisdiction outside the United
      States.




(b)  Amendments
      to Awards .
      The
      Committee may amend, modify or terminate any outstanding Award with the holder’s
      consent at any time prior to payment or exercise in any manner not inconsistent
      with the terms of the Plan, including without limitation, (i) to change the
      date
      or dates as of which an Award becomes exercisable, or (ii) to cancel an Award
      and grant a new Award in substitution therefor under such different terms and
      conditions as it determines in its sole and complete discretion to be
      appropriate.




(c)  Adjustment
      of Awards Upon the Occurrence of Certain Unusual or Nonrecurring
      Events .
      The
      Committee is hereby authorized to make adjustments in the terms and conditions
      of, and the criteria included in, Awards in recognition of unusual or
      nonrecurring events (including, without limitation, the events described in
      Section 5(b) hereof) affecting the Company, or the financial statements of
      the
      Company or any Subsidiary, or of changes in applicable laws, regulations, or
      accounting principles, whenever the Committee determines that such adjustments
      are appropriate to prevent dilution or enlargement of the benefits or potential
      benefits intended to be made available under the Plan.




(d)  Cancellation .
      Any
      provision of this Plan or any Award Agreement to the contrary notwithstanding,
      the Committee may cause any Award granted hereunder to be canceled in
      consideration of a cash payment or alternative Award made to the holder of
      such
      canceled Award equal in value to such canceled Award. The determinations of
      value under this subparagraph shall be made by the Committee in its sole
      discretion.




7




SECTION
      11




(a)  Delegation .
      Subject
      to the terms of the Plan and applicable law, the Committee may delegate to
      one
      or more officers of the Company the authority, subject to such terms and
      limitations as the Committee shall determine, to grant Awards to, or to cancel,
      modify or waive rights with respect to, or to alter, discontinue, suspend,
      or
      terminate Awards held by, Eligible Individuals who are not officers or directors
      of the Company for purposes of Section 16 of the Exchange Act, or any successor
      section thereto, or who are otherwise not subject to such Section.




(b)  Award
      Agreements .
      Each
      Award hereunder shall be evidenced by a writing delivered to the Participant
      that shall specify the terms and conditions thereof and any rules applicable
      thereto, including but not limited to the effect on such Award of the death,
      retirement or other termination of employment of the Participant and the effect
      thereon, if any, of a change in control of the Company or any
      Subsidiary.




(c)  Withholding . (i) A
      Participant shall be required to pay to the Company, and the Company shall
      have
      the right to deduct from all amounts paid to a Participant (whether under the
      Plan or otherwise), any taxes required by law to be paid or withheld in respect
      of Awards hereunder to such Participant. The Committee may provide for
      additional cash payments to holders of Awards to defray or offset any tax
      arising from the grant, vesting, exercise or payment of any Award.




(ii)  At
      any
      time that a Participant is required to pay to the Company an amount required
      to
      be withheld under the applicable tax laws in connection with the issuance of
      Shares under the Plan, the Participant may, if permitted by the Committee,
      satisfy this obligation in whole or in part by electing (the “Election”) to have
      the Company withhold from the issuance Shares having a value equal to the
      minimum amount required to be withheld. The value of the Shares withheld shall
      be based on the fair market value of the Shares on the date as of which the
      amount of tax to be withheld shall be determined in accordance with applicable
      tax laws (the “Tax Date”).




(iii)  If
      permitted by the Committee, a Participant may also satisfy up to his or her
      total tax liability related to an Award by delivering Shares owned by the
      Participant, which Shares may be subject to holding period requirements
      determined by the Committee. The value of the Shares delivered shall be based
      on
      the fair market value of the Shares on the Tax Date.




(iv)  Each
      Election to have Shares withheld must be made prior to the Tax Date. If a
      Participant wishes to deliver Shares in payment of taxes, the Participant must
      so notify the Company prior to the Tax Date.




(d)  Transferability .
      No
      Awards granted hereunder may be transferred, pledged, assigned or otherwise
      encumbered by a Participant except: (i) by will; (ii) by the laws of descent
      and
      distribution; (iii) pursuant to a domestic relations order, as defined in the
      Code, if permitted by the Committee and so provided in the Award Agreement
      or an
      amendment thereto; or (iv) if permitted by the Committee and so provided in
      the
      Award Agreement or an amendment




8




thereto,
      Options and Limited Rights granted in tandem therewith may be transferred or
      assigned (a) to Immediate Family Members, (b) to a partnership in which
      Immediate Family Members, or entities in which Immediate Family Members are
      the
      owners, members or beneficiaries, as appropriate, are the partners, (c) to
      a
      limited liability company in which Immediate Family Members, or entities in
      which Immediate Family Members are the owners, members or beneficiaries, as
      appropriate, are the members, or (d) to a trust for the benefit of Immediate
      Family Members; provided, however, that no more than a *de
      minimus* beneficial interest in a partnership, limited liability company or trust
      described in (b), (c) or (d) above may be owned by a person who is not an
      Immediate Family Member or by an entity that is not beneficially owned solely
      by
      Immediate Family Members. “Immediate Family Members” shall be defined as the
      spouse and natural or adopted children or grandchildren of the Participant
      and
      their spouses. To the extent that an Incentive Stock Option is permitted to
      be
      transferred during the lifetime of the Participant, it shall be treated
      thereafter as a Nonqualified Stock Option. Any attempted assignment, transfer,
      pledge, hypothecation or other disposition of Awards, or levy of attachment
      or
      similar process upon Awards not specifically permitted herein, shall be null
      and
      void and without effect. The designation of a Designated Beneficiary shall
      not
      be a violation of this Section 11(d).




(e)  Share
      Certificates .
      All
      certificates for Shares or other securities delivered under the Plan pursuant
      to
      any Award or the exercise thereof shall be subject to such stop transfer orders
      and other restrictions as the Committee may deem advisable under the Plan or
      the
      rules, regulations, and other requirements of the SEC, any stock exchange upon
      which such Shares or other securities are then listed, and any applicable
      federal or state laws, and the Committee may cause a legend or legends to be
      put
      on any such certificates to make appropriate reference to such
      restrictions.




(f)  No
      Limit on Other Compensation Arrangements .
      Nothing
      contained in the Plan shall prevent the Company from adopting or continuing
      in
      effect other compensation arrangements, which may, but need not, provide for
      the
      grant of options, stock appreciation rights and other types of Awards provided
      for hereunder (subject to stockholder approval of any such arrangement if
      approval is required), and such arrangements may be either generally applicable
      or applicable only in specific cases.




(g)  No
      Right to Employment .
      The
      grant of an Award shall not be construed as giving a Participant the right
      to be
      engaged or employed by or retained in the employ of FTX, the Company or any
      Subsidiary. FTX, the Company or any Subsidiary may at any time dismiss a
      Participant from engagement or employment, free from any liability or any claim
      under the Plan, unless otherwise expressly provided in the Plan or in any Award
      Agreement or any agreement relating to the engagement or employment of the
      Participant by FTX, the Company or any Subsidiary. No Eligible Individual,
      Participant or other person shall have any claim to be granted any Award, and
      there is no obligation for uniformity of treatment of Eligible Individuals,
      Participants or holders or beneficiaries of Awards.




(h)  Governing
      Law .
      The
      validity, construction, and effect of the Plan, any rules and regulations
      relating to the Plan and any Award Agreement shall be determined in accordance
      with the laws of the State of Delaware.




9




(i)  Severability .
      If any
      provision of the Plan or any Award is or becomes or is deemed to be invalid,
      illegal, or unenforceable in any jurisdiction or as to any Person or Award,
      or
      would disqualify the Plan or any Award under any law deemed applicable by the
      Committee, such provision shall be construed or deemed amended to conform to
      applicable laws, or if it cannot be construed or deemed amended without, in
      the
      determination of the Committee, materially altering the intent of the Plan
      or
      the Award, such provision shall be stricken as to such jurisdiction, Person
      or
      Award and the remainder of the Plan and any such Award shall remain in full
      force and effect.




(j)  No
      Trust or Fund Created .
      Neither
      the Plan nor any Award shall create or be construed to create a trust or
      separate fund of any kind or a fiduciary relationship between the Company and
      a
      Participant or any other Person. To the extent that any Person acquires a right
      to receive payments from the Company pursuant to an Award, such right shall
      be
      no greater than the right of any unsecured general creditor of the
      Company.




(k)  No
      Fractional Shares .
      No
      fractional Shares shall be issued or delivered pursuant to the Plan or any
      Award, and the Committee shall determine whether cash, other securities or
      other
      property shall be paid or transferred in lieu of any fractional Shares or
      whether such fractional Shares or any rights thereto shall be canceled,
      terminated, or otherwise eliminated.




(l)  Headings .
      Headings are given to the subsections of the Plan solely as a convenience to
      facilitate reference. Such headings shall not be deemed in any way material
      or
      relevant to the construction or interpretation of the Plan or any provision
      thereof.




SECTION
      12




Effective
      Date of the Plan .
      The
      Plan shall be effective as of the date of its approval by the Board, provided
      the Plan is approved by the stockholders of the Company at the first annual
      meeting of stockholders of the Company occurring subsequent to such
      date.




SECTION
      13




Term
      of the Plan .
      No
      Award shall be granted under the Plan after the tenth anniversary of the
      effective date of the Plan; however, unless otherwise expressly provided in
      the
      Plan or in an applicable Award Agreement, any Award theretofore granted may,
      and
      the authority of the Committee to amend, alter, adjust, suspend, discontinue,
      or
      terminate any such Award or to waive any conditions or rights under any such
      Award shall, extend beyond such date.




10