exv10w24






Exhibit 10.24




EURONET WORLDWIDE, INC.




STOCK OPTION PLAN



(As Last Amended and Restated in January 2009)



     1. Purpose


          This Stock Option Plan (the “Plan”) for Euronet Worldwide, Inc. (the “Company”) is intended to
provide incentive (i) to officers and other key employees of the Company and (ii) to certain
non-employee Directors and independent contractors providing services to the Company by providing
those persons with opportunities to purchase shares of the Company’s Common Stock under (a)
incentive stock options (“Incentive Stock Options”) as such term is defined under Section 422 of
the Internal Revenue Code of 1986, as amended and (b) other stock options (“Non-Qualified
Options”).



     2. Definitions


          As used in this Plan, the following words and phrases shall have the meanings indicated:




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




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




     (c) “Committee” shall mean the Option Committee of the Board.


          (d) “Common Stock” shall mean the Common Stock, $0.02 par value, of the Company.




     (e) “Company” shall mean Euronet Worldwide, Inc., a Delaware corporation.




     (f) “Fair Market Value” per share as of a particular date shall mean (i) the closing
sales price per share of Common Stock on the principal national securities exchange, if
any, on which the shares of Common Stock shall then be listed for the last preceding date
on which there was a sale of such Common Stock on such exchange, or (ii) if the shares of
Common Stock are not then listed on a national securities exchange, the last sales price
per share of Common Stock entered on a national inter-dealer quotation system for the last
preceding date on which there was a sale of such Common Stock on such national inter-dealer
quotation system, or (iii) if no closing or last sales price per share of Common Stock is
entered on a national inter-dealer quotation system, the average of the closing bid and
asked prices for the shares of Common Stock in the over-the-counter market for the last
preceding date on which there was a quotation for such Common Stock in such market, or (iv)
if no price can be determined under the preceding alternatives, then the



 









 







price per share as most recently determined by the Board, which shall make such
determinations of value at least once annually.




     (g) “Good Reason” shall mean any of the following events, which has not been either
consented to in advance by the Participant in writing or cured by the Company within a
reasonable period of time not to exceed 30 days after the Participant provides written
notice thereof: (i) the requirement that the Participant’s principal service for the
Company be performed more than 30 miles from the Participant’s primary office as of an
Accelerating Event (as defined in Section 12 hereof), (ii) other than as part of an
across-the-board reduction affecting all similarly-situated employees, a material reduction
in the Participant’s base compensation in effect immediately before the Accelerating Event;
(iii) other than as part of an across-the-board reduction affecting all similarly-situated
employees, the failure by the Company to continue to provide the Participant with the same
level of overall compensation and benefits provided immediately before the Accelerating
Event, or the taking of any action by the Company which would directly or indirectly reduce
any of such benefits or deprive the Participant of any material fringe benefit; (iv) the
assignment to the Participant of duties and responsibilities materially different from
those associated with his position immediately before the Accelerating Event; or (v) a
material diminution or reduction, on or after an Accelerating Event, in the Participant’s
responsibilities or authority, including reporting responsibilities in connection with the
Participant’s service with the Company.




     (h) “Group of Persons” — a “group” as such term is defined in Sections 13(d) and
14(d) of the Securities Exchange Act of 1934, as amended, and the regulations promulgated
thereunder (the “Exchange Act”).




     (i) “Incentive Stock Option” means one or more Options to purchase Common Stock which,
at the time such Options are granted under this Plan or any other such plan of the Company,
qualify as incentive stock options under Section 422 of the Code.




     (j) “Non-Qualified Option” shall mean any Option that is not an Incentive Stock
Option.




     (k) “Option Price” shall mean the purchase price of shares of Common Stock covered by
an Option.




     (l) “Parent” shall mean any corporation (other than the Company) in an unbroken chain
of corporations ending with the Company if, at the time of granting an Option, each of the
corporations other than the Company owns stock possessing fifty percent (50%) or more of
the total combined voting power of all classes of stock in one of the other corporations in
such chain.




     (m) “Plan” shall mean this Stock Option Plan.




     (n) “Option” shall mean any option issued pursuant to this Plan.



 









 






     (o) “Optionee” shall mean any person to whom an Option is granted under this Plan.




     (p) “Subsidiary” shall mean any corporation (other than the Company) in an unbroken
chain of corporations beginning with the Company if, at the time of granting an Option,
each of the corporations other than the last corporation in the unbroken chain owns stock
possessing fifty percent (50%) or more of the total combined voting power of all classes of
stock in one of the other corporations in such chain.




     (q) “Ten Percent Shareholder” shall mean an Optionee who, at the time an Option is
granted, owns directly or indirectly (within the meaning of section 425(d) of the Code)
stock possessing more than ten percent (10%) of the total combined voting power of all
classes of stock of the Company, its Parent or a Subsidiary.



3. General Administration.




     (a) The Plan shall be administered by the Committee.



     (b) The Committee shall have the authority in its discretion, subject to and not inconsistent
with the express provisions of the Plan, to administer the Plan and to exercise all the powers and
authorities either specifically granted to it under the Plan or necessary or advisable in the
administration of the Plan, including, without limitation, the authority to grant Options; to
determine the Option Price; to determine the persons to whom, and the time or times at which,
Options shall be granted; to determine the number of shares to be covered by each Option; to
interpret the Plan; to prescribe, amend and rescind rules and regulations relating to the Plan; to
determine the terms and provisions of the Option Agreements (which need not be identical) entered
into in connection with Options granted under the Plan; and to make all other determinations deemed
necessary or advisable for the administration of the Plan.



     (c) No member of the Committee shall be liable for any action taken or determination made in
good faith with respect to the Plan or any Option granted hereunder.



4. Granting of Options




     Options may be granted under the Plan at any time prior to February 1, 2008.



5. Eligibility




     (a) The Committee may grant Awards to any director, officer, key employee or outside
consultant of the Company or any Subsidiary, as well as to any prospective director, officer, key
employee, or outside consultant of the Company or any Subsidiary as an inducement for such person
to perform services for the Company or any Subsidiary; provided that an Award Agreement may contain
terms and conditions providing for the termination of an inducement Award in the event that a
recipient thereof is not retained to perform services for the Company with the period specified
therein. In determining from time to time the officers and employees to whom



 









 





Options shall be granted and the number of shares to be covered by each Option, the Committee shall
take into account the duties of the respective officers and employees, their present and potential
contributions to the success of the Company and such other factors as the Committee shall deem
relevant in connection with accomplishing the purposes of the Plan.




     (b) At the time of the grant of each Option under the Plan, the Committee shall determine
whether or not such Option is to be designated an Incentive Stock Option. Incentive Stock Options
shall not be granted to a director or a consultant who is not an employee of the Company. The
length of the exercise period of Incentive Stock Options shall be governed by Section 7(e)(2) of
the Plan; the exercise period of all other Options will be governed by Section 7(e)(3).



     (c) An Option designated as an Incentive Stock Option can, prior to its exercise, be changed
to a Non-Qualified Option if the Optionee consents to amend his Option Agreement to provide that
the exercise period of such Option will be governed by Section 7(e)(2) of the Plan.



6. Stock




     The stock subject to the Options shall be shares of the Common Stock. Such shares may, in
whole or in part, be authorized but unissued shares contributed directly by the Company or shares
which shall have been or which may be acquired by the Company. The aggregate number of shares of
Common Stock as to which Options may be granted from time to time under the Plan shall be 2,000,000
shares. The limitation established by the preceding sentence shall be subject to adjustment as
provided in Section 7(j) hereof. If any outstanding Option under the Plan for any reason expires
or is terminated without having been exercised in full, the shares of Common Stock allocable to the
unexercised portion of such Option shall (unless the Plan shall have been terminated) become
available for subsequent grants of Options under the Plan in the following year.



7. Terms and Conditions of Options




     Each Option granted pursuant to the Plan shall be evidenced by Option Agreements in such forms
as the Committee may from time to time approve. Options shall comply with and be subject to the
following terms and conditions:




     (a) Option Price. Each Option shall state the Option Price, which in the case of
Incentive Stock Options shall be not less than one hundred percent (100%) of the Fair
Market Value of the shares of Common Stock on the date of grant of the Option; provided,
however, that in the case of an Incentive Stock Option granted to a Ten Percent
Shareholder, the Option Price shall not be less than one hundred ten percent (110%) of such
fair market value. The Option Price per share for Non-Qualified Options shall also not be
less than the Fair Market Value value of a share of Common Stock on the effective date of
grant of the Option. The Option Price shall be subject to adjustment as provided in
Section 7(j) hereof. The date on which the Committee adopts a resolution expressly
granting an Option shall generally be considered the day on which such Option is granted.
However, the



 









 







Committee may, in its sole discretion, grant a series of sequential Options to an Optionee
pursuant to a single resolution adopted by the Committee. Such a series of sequential
Options will be treated as granted as of the specific future dates designated by the
Committee and such Options will have an Option Price determined in each case by reference
to the Fair Market Value of Common Stock as of the respective future dates as of which the
Options are deemed granted. For example, as of May 15, 1998, the Committee could, in its
sole discretion, grant a series of Options to an Optionee equal to 1,000 shares of Common
Stock which could be deemed by the Committee to be granted at the rate of 250 shares as of
June 1, 1998 and at the the rate of 250 shares as of the first day of each of the next
three calendar months thereafter for an Option Price in each case equivalent to the Fair
Market Value of 250 shares of Common Stock as of each of the deemed grant days.




     (b) Restrictions. Any Common Stock issued under the Plan may contain restrictions
including, but not limited to, limitations on transferability, as the Committee may
determine.




     (c) Value of Shares. Options may be granted to any eligible person for shares of
Common Stock of any value, provided that the aggregate Fair Market Value (determined at the
time the Option is granted) of the stock with respect to which Incentive Stock Options are
exercisable for the first time by the Optionee during any calendar year (under all the
plans of the Company, its Parent and its Subsidiaries) shall not exceed $100,000.




     (d) Medium and Time of Payment. The Option Price shall be paid in full, at the time
of exercise, in cash or, with the approval of the Committee, in shares of Common Stock
having a Fair Market Value in the aggregate equal to such Option Price or in a combination
of cash and such shares, provided that any shares of Common Stock used to pay the Option
Price must have been held by the Optionee for no less than six (6) months.




     In addition to the foregoing, the Option Price for a Non-Qualified Option may, subject
to procedures approved by the Board, be paid by any of the following methods:




	 	(i)	 	through the sale of the Common Stock acquired on exercise
of the Option through a broker-dealer to whom the Optionee has submitted an
irrevocable notice of exercise and irrevocable instructions to deliver
promptly to the Company the amount of sale or loan proceeds sufficient to pay
for such Shares, together with, if requested by the Company, the amount of
federal, state, local or foreign withholding taxes payable by the Optionee by
reason of such exercise,
	 
	 	(ii)	 	through simultaneous sale through a broker of Common Stock
acquired on exercise, as permitted under Regulation T of the Federal Reserve
Board,




 









 






	 	(iii)	 	in lieu of delivering shares of Common Stock having a Fair
Market Value in the aggregate equal to such Option Price, as provided above,
by submitting to the Company a statement affirming ownership by the Optionee
of such number of shares of Common Stock and request that such shares,
although not actually surrendered, be deemed to have been surrendered by the
Optionee as payment of the exercise price, or
	 
	 	(iv)	 	by a “net exercise” arrangement pursuant to which the
Company will not require a payment of the Option Price but will reduce the
number of shares of Common Stock upon the exercise by the largest number of
whole shares that has a Fair Market Value on the date of exercise that does
not exceed the aggregate Option Price.






     (e) Term and Exercise of Options.




          (1) Unless the applicable Option Agreement otherwise provides, each Option
granted to an independent contractor performing services for the Company shall be
vested immediately and each Option granted to an employee or Director shall become
vested and first exercisable in the following installments:



	 	 	 	 	 
	Anniversary	 	 
	Date of Grant	 	Percentage Exercisable
	 
	Less than One
	 	 	0	%
	One
	 	 	20	%
	Two
	 	 	40	%
	Three
	 	 	60	%
	Four
	 	 	80	%
	Five
	 	 	100	%







          (2) Incentive Stock Options shall be exercisable over the exercise
period specified by the Committee in the Option Agreement, but in no event shall
such period exceed ten (10) years from the date of the grant of each such
Incentive Stock Option; provided, however, that in the case of an Incentive Stock
Option granted to a Ten Percent Shareholder, the exercise period shall not exceed
five (5) years from the date of grant of such Option. Non-Qualified Options shall
be exercisable over a period not to exceed ten (10) years. The exercise period of
any Option shall be subject to earlier termination as provided in Section 7(g) and
7(h) hereof. An Option may be exercised, as to any or all full shares of Common
Stock as to which the Option has become exercisable, by giving written notice of
such exercise to the Committee; provided that an Option may not be exercised at
any one time as to less than 100 shares (or such number of shares as to which the
Option is then exercisable if such number of shares is less than 100).



 









 






(f) Dividend Equivalency




Any Option may, in the discretion of the Committee, provide for
dividend equivalency rights under which the Optionee shall be entitled to
additional payments, in the nature of compensation, equal to the amount of
dividends which would have been paid, during the period such Option is held, on
the number of shares of Common Stock equal to the number of shares subject to such
Option.




(g) Termination of Employment. Except as provided in this Section 7(g) and
Section 7(h) hereof and except with respect to Options granted to an independent
contractor performing services for the Company, an Option may only be exercised by
persons who are employees or of the Company or any Parent or Subsidiary of the
Company (or a corporation or a Parent or Subsidiary of such corporation issuing or
assuming the Option in a transaction to which Section 425(a) of the Code applies),
who have remained continuously, a director or so employed since the date of grant
of the Option. In the event all association of an Optionee with the Company (as
an employee or director) shall terminate (other than by reason of death), all
Options or unexercised portions thereof granted to such Optionee which are then
exercisable may, unless earlier terminated in accordance with their terms, be
exercised within sixty (60) days after such termination; provided, however, that
if the association of the Optionee with the Company shall terminate for “cause”
(as determined by the Committee), all Options theretofore granted to such Optionee
shall, to the extent not theretofore exercised, terminate forthwith, and provided
further that the Committee may, on a case by case basis, permit extension of the
period of time within which an Optionee may exercise Options beyond such 60 day
period. A bona fide leave of absence shall not be considered a termination or
break in continuity of employment for any purpose of the Plan so long as the
period of such leave does not exceed ninety (90) days or such longer period during
which the Optionee’s right to reemployment is guaranteed by statute or by
contract. Where the period of such leave exceeds ninety (90) days and the
Optionee’s right to reemployment is not guaranteed, the Optionee’s employment will
be deemed to have terminated on the ninety-first (1st) day of such leave. Nothing
in the Plan or in any Option granted pursuant hereto shall confer upon an employee
any right to continue in the employ of the Company or any of its divisions or
Parent or Subsidiaries or interfere in any way with the right of the Company or
any such divisions or Parent or Subsidiary to terminate or change the terms of
such employment at any time.




(h) Death of Optionee. If an Optionee who was an outside consultant when his
Option was granted shall die, all Options heretofore granted to such Optionee may
be exercised at any time during the remaining period of their terms by the
personal representative of the Optionee’s estate or by a person who acquired the
right to exercise such Options by bequest or inheritance or otherwise



 









 







by reason of death of the Optionee. If an Optionee shall die while a director of
or employed by the Company or any Parent or Subsidiary of the Company, all Options
theretofore granted to such Optionee may, unless earlier terminated in accordance
with their terms and to the extent already vested and exercisable, be exercised by
the Optionee or by the Optionee’s beneficiary or personal representative of the
Optionee’s estate or by a person who acquired the right to exercise such Option by
bequest or inheritance or otherwise by reason of death of the Optionee, at any
time within one year after the date of death of the Optionee.




(i) Nontransferability of Options. Options granted under the Plan shall not be
transferable other than by will or by the laws of descent and distribution, and
Options may be exercised, during the lifetime of the Optionee, only by the
Optionee. Notwithstanding the preceding sentence, the Committee, in its sole
discretion, may permit the assignment or transfer of a Non-Qualified Option and
the exercise thereof by a person other than an Optionee, on such terms and
conditions as the Committee may determine.




(j) Effect of Certain Changes.




     (1) If there is any change in the number of shares of Common Stock through
the declaration of stock dividends, recapitalization resulting in stock splits, or
combinations or exchanges of such shares, then the number of shares of Common
Stock available for Options, the number of such shares covered by outstanding
Options, and the price per share of such Options shall be proportionately adjusted
to reflect any increase or decrease in the number of issued shares of Common
Stock; provided, however, that any fractional shares resulting from such
adjustment shall be eliminated.




     (2) In the event of a proposed dissolution or liquidation of the Company, or
in the event of any corporate separation or division, including but not limited
to, a split-up, a split-off or spin-off, the Committee may provide that the holder
of each Option then exercisable shall have the right to exercise such Option (at
its then Option Price) solely for the kind and amount of shares of stock and other
securities, property, cash or any combination thereof receivable upon such
dissolutions or liquidation, or corporate separation or division; or the Committee
may provide, in the alternative, that each Option granted under the Plan shall
terminate as of a date to be fixed by the Committee, provided, however, that no
less than thirty (30) days’ written notice of the date so fixed shall be given to
each Optionee, who shall have the right, during the period of thirty (30) days
preceding such termination, to exercise the Options as to all or any
part of the shares of Common Stock covered thereby, including shares as to which such Options
would not otherwise be exercisable.



 









 






     (3) If while unexercised or unvested Options remain outstanding under the
Plan (i) the Company executes a definitive agreement to merge or consolidate with
or into another corporation or to sell or otherwise dispose of substantially all
its assts, or (ii) more than 50% of the Company’s then outstanding voting stock is
acquired by any person or Group of Persons (any such event being an “Accelerating
Event”), then from and after any later date on which a Participant’s service with
the Company (including any successor) terminated involuntary or for Good Reason
(any such date being referred to herein as the “Acceleration Date”), all Options
granted to the Participants shall be exercisable and vested in full, whether or
not otherwise exercisable or vested. Following the Acceleration Date, (a) the
Committee shall, in the case of a merger, consolidation or sale or disposition of
assets, promptly make an appropriate adjustment to the number and class of shares
of Common Stock available for Options, and to the amount and kind of shares or
other securities or property receivable upon exercise of any outstanding Options
after the effective date of such transaction, and the price thereof, and (b) the
Committee may, in its discretion, permit the cancellation of outstanding Options
in exchange for a cash payment in an amount per share subject to any such option
determined by the Committee in its sole discretion, but not less than the
difference between the Option Price per share and the Fair Market Value per share
of Common stock on the Acceleration Date.




     (4) Paragraphs (2) and (3) of this Section 7(i) shall not apply to a merger
or consolidation in which the Company is the surviving corporation and shares of
Common Stock are not converted into or exchanged for stock, securities or any
other corporation, cash or any other thing of value. Notwithstanding the
preceding sentence, in case of any consolidation or merger of another corporation
into the Company in which the Company is the continuing corporation and in which
there is a reclassification or change (including a change to the right to receive
cash or other property) of the shares of Common Stock (other than a change in par
value, or from par value to no par value, or as a result of a subdivision or
combination, but including any change in such shares into two or more classes or
series of shares), the Committee may provide that the holder of each Option then
exercisable shall have the right to exercise such Option solely for the kind and
amount of shares of stock and other securities (including those of any new direct
or indirect parent of the Company), property, cash or any combination thereof
receivable by the holder of the number of shares of Common Stock for which such
Option might have been exercised upon such reclassification, change, consolidation
or merger.




     (5) In the event of a change in the Common Stock as presently constituted,
which is limited to a change of all of its authorized shares with par value into
the same number of shares with a different par value or without par
value, the shares resulting from any such change



 









 







shall be deemed to be the Common Stock within the meaning of the Plan.




     (6) To the extent that the foregoing adjustments relate to stock or
securities of the Company, such adjustments shall be made by the Committee, whose
determination in that respect shall be final, binding and conclusive, provided
that each Option granted pursuant to this Plan and designated an Incentive Stock
Option shall not be adjusted in a manner that causes the Option to fail to
continue to qualify as an Incentive Stock Option within the meaning of Section 422
of the Code.




     (7) Except as hereinbefore expressly provided in this Section 7(i), the
Optionee shall have no rights by reason of any subdivision or
consolidation of shares of stock of any class or the payment of any stock dividend or any other
increase or decrease in the number of shares of stock of any class or by reason of
any dissolution, liquidation, merger, or consolidation, and any issue by the
Company of shares of stock of any class, or securities convertible into shares of
stock of any class, shall not affect, and no adjustment by reason thereof shall be
made with respect to, the number or Option Price of shares of Common Stock subject
to an Option. The grant of an Option pursuant to the Plan shall not affect in any
way the right or power of the Company to make adjustments, reclassifications,
reorganizations or changes of its capital or business structure or to merge or to
consolidate or to dissolve, liquidate or sell, or transfer all or any part of its
business or assets.



     (j) Rights as a Shareholder. An Optionee or a transferee of an Option shall have no rights
as a shareholder with respect to any shares covered by his Option until the date of the issuance of
a stock certificate to him for such shares. No adjustments shall be made for dividends (ordinary
or extraordinary, whether in cash, securities or other property) or distributions or other rights
for which the record date is prior to the date such stock certificate is issued, except as provided
in Section 7(i) or Section 7(f) hereof.



     (k) Other Provisions. The Option Agreements authorized under the Plan shall contain such
other provisions, including, without limitation, (i) the imposition of restrictions upon the
exercise of an Option and (ii) the inclusion of any condition not inconsistent with an Option
designated by the Committee as an Incentive Stock Option qualifying as an Incentive Stock Option,
as the Committee shall deem advisable, including provisions with respect to compliance with federal
and applicable state securities laws. In furtherance of the foregoing, at the time of any exercise
of an Option, the Committee may, if it shall determine it necessary or desirable for any reason,
require the Optionee as a condition to the exercise thereof, to deliver to the Committee a written
representation of the Optionee’s present intention to purchase the Common Stock for investment and
not for distribution. If such representation is required to be delivered, an appropriate legend
may be placed upon each certificate delivered to the Optionee upon his exercise of part or all of
an Option and a stop transfer order may be placed with the transfer agent. Each such



 









 





option shall also be subject to the requirement that, if at any time the Committee determines, in
its discretion, that either (i) the listing, registration or qualification of Common Stock subject
to an Option upon any securities exchange or under any state, federal or foreign law, or (ii) the
consent or approval of any governmental regulatory body, is necessary or desirable as a condition
of, or in connection with, the issue or purchase of Common Stock thereunder, the Option may not be
exercised in whole or in part unless such listing, registration, qualification, consent or approval
shall have been effected or obtained free of any conditions not acceptable to the Committee. An
Optionee shall not have the power to require or oblige the Company to register any Common Stock
subject to an Option.




8. Agreement by Optionee Regarding Withholding Taxes




     (a) No later than the date of exercise of any Option granted hereunder, the Optionee will pay
to the Company or make arrangements satisfactory to the Board regarding payment of any federal,
state or local taxes of any kind required by law to be withheld upon the exercise of such Option,
and



     (b) The Company shall, to the extent permitted or required by law, have the right to deduct
from any payment of any kind otherwise due to the Optionee any federal, state or local taxes of any
kind required by law to be withheld upon the exercise of such Option.



     Without limitation and with respect to Non-Qualified Options, the Company may permit the
Optionee to pay all minimum required amounts of tax withholding, or any part thereof, by electing
to transfer to the Company, or to have the Company withhold from shares of Common Stock otherwise
issuable to the Optionee, shares having a value equal to the minimum amount required to be withheld
under federal, state or local law or such lesser amount as may be elected by the Optionee. For
non-employees, including non-employee directors, the Company may also permit the Optionee to
transfer to the Company or have the Company withhold from shares of Common Stock otherwise issuable
to the Optionee, an amount of shares determined by the Optionee necessary to cover applicable
federal, state or local income or self-employment taxes relating to the exercise, vesting or
payment of the Option. All elections shall be subject to the approval or disapproval of the
Committee or its delegate. The value of shares of Common Stock to be withheld shall be based on
the Fair Market Value of the Common Stock on the date that the amount of tax to be withheld is to
be determined (the “Tax Date”), as determined by the Committee. Any such elections by Optionee to
have shares of Common Stock withheld for this purpose will be subject to the following
restrictions:




	 	(a)	 	All elections must be made prior to the Tax Date;
	 
	 	(b)	 	All elections shall be irrevocable; and
	 
	 	(c)	 	If the Optionee is an officer or director of the Company within the meaning
of Section 16 of the Exchange Act (“Section 16”), the Optionee must satisfy the
requirements of such Section 16 and any applicable rules thereunder with respect to
the use of Common Stock to satisfy such tax withholding obligation.




 









 











9. Term of Plan




     Options may be granted pursuant to the Plan from time to time within a period of ten (10)
years from the date on which the Plan is adopted by the Board, provided that no Options granted
under the Plan shall become exercisable unless and until the Plan shall have been approved by the
Company’s shareholders.



10. Savings Clause




     Notwithstanding any other provision hereof, this Plan is intended to qualify as a plan
pursuant to which Incentive Stock Options may be issued under Section 422 of the Code. If this
Plan or any provision of this Plan shall be held to be invalid or to fail to meet the requirements
of Section 422 of the Code or the regulations promulgated thereunder, such invalidity or failure
shall not affect the remaining parts of this Plan, but rather it shall be construed and enforced as
if the Plan or the affected provision thereof, as the case may be, complied in all respects with
the requirements of Section 422 of the Code.



11. Amendment and Termination of the Plan




     The Board may at any time and from time to time suspend, terminate, modify or amend the Plan,
provided that any amendment that would materially increase the aggregate number of shares of Common
Stock as to which Options may be granted under the Plan, materially increase the benefits accruing
to participants under the Plan, or materially modify the requirements as to eligibility for
participation in the Plan shall be subject to the approval of the holders of a majority of the
Common Stock voting at a meeting at which a quorum is present, except that any such increase or
modification that may result from adjustments authorized by Section 7(i) hereof shall not require
such approval. Except as provided in Section 7 hereof, no suspension, termination, modification or
amendment of the Plan may adversely affect any Option previously granted unless the written consent
of the Optionee is obtained.



12. Nonexclusivity of the Plan




     Neither the adoption of the Plan by the Board nor the submission of the Plan to stockholders
of the Company for approval shall be construed as creating any limitations on the power or
authority of the Board to adopt such other or additional incentive or other compensation
arrangements of whatever nature as the Board may deem necessary or desirable or preclude or limit
the continuation of any other plan, practice or arrangement for the payment of compensation or
fringe benefits to employees generally, or to any class or group of employees, which the Company or
any Subsidiary now has lawfully put into effect, including, without limitation, any retirement,
pension, savings and stock purchase plan, insurance, death and disability benefits and executive
short-term incentive plans.



 









 





13. Nature of Payments




     (a) All Options granted shall be in consideration of services performed for the Company by the
Optionee.



     (b) All Options granted shall constitute a special incentive benefit to the Optionee and shall
not be taken into account in computing the amount of salary or compensation of the Optionee for the
purpose of determining any benefits under any pension, retirement, profit-sharing, bonus, life
insurance or other benefit plan of the Company or under any agreement between the Company and the
Optionee, unless such plan or agreement specifically otherwise provides.



14. Nonuniform Determinations




The Committee’s determinations under this Plan need not be uniform and may be made by it
selectively among persons who receive, or are eligible to receive, Options (whether or not such
persons are similarly situated). Without limiting the generality of the foregoing, the Committee
shall be entitled, among other things, to make nonuniform and selective determinations which may,
inter alia, reflect the specific terms of individual employment agreements, and to
enter into nonuniform and selective Option Agreements, as to the persons to receive Options and the
terms and conditions of Options.




15. Section Headings




The section headings contained herein are for the purpose of convenience only and are not
intended to define or limit the contents of said sections.