Exhibit 10.1



 





MAMAMANCINI’S HOLDINGS, INC.


 


2013 INCENTIVE STOCK AND AWARD PLAN


 


1.     Purpose
of the Plan.




 


(a)    
This 2013 Incentive Stock and Award Plan (the “Plan”) is intended as an
incentive to retain in the employ of and as directors, officers, consultants, attorneys, advisors and employees to MamaMancini’s
Holdings, Inc., a Nevada corporation (the “Company”), and any Subsidiary of the Company, within the meaning
of Section 424(f) of the United States Internal Revenue Code of 1986, as amended (the “Code”), persons of training,
experience and ability, to attract new directors, officers, consultants, attorneys, advisors and employees whose services are
considered valuable, to encourage the sense of proprietorship and to stimulate the active interest of such persons in the development
and financial success of the Company and its Subsidiaries. 


 


(b)    
It is further intended that certain options granted pursuant to the Plan shall constitute
incentive stock options within the meaning of Section 422 of the Code (the “Incentive Options”) while certain
other options granted pursuant to the Plan shall be nonqualified stock options (the “Nonqualified Options”).
Incentive Options and Nonqualified Options are hereinafter referred to collectively as “Options”.


 


(c)    
The Company intends that the Plan meet the requirements of Rule 16b-3 (“Rule 16b-3”)
promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and that transactions
of the type specified in subparagraphs (c) to (f) inclusive of Rule 16b-3 by officers and directors of the Company pursuant to
the Plan will be exempt from the operation of Section 16(b) of the Exchange Act. Further, the Plan is intended to satisfy the
performance-based compensation exception to the limitation on the Company’s tax deductions imposed by Section 162(m) of
the Code with respect to those Options for which qualification for such exception is intended. In all cases, the terms, provisions,
conditions and limitations of the Plan shall be construed and interpreted consistent with the Company’s intent as stated
in this Section 1.


 


2.     Administration
of the Plan.




 


(a)    
The Board of Directors of the Company (the “Board”) shall appoint and
maintain as administrator of the Plan a Committee (the “Committee”) consisting of two or more directors who
are (i) “Independent Directors” (as such term is defined under the rules of the NASDAQ Stock Market), (ii) “Non-Employee
Directors” (as such term is defined in Rule 16b-3) and (iii) “Outside Directors” (as such term is defined in
Section 162(m) of the Code), which shall serve at the pleasure of the Board. The Committee, subject to Sections 3, 5 and 6 hereof,
shall have full power and authority to designate recipients of Options and restricted stock (“Restricted Stock”)
and to determine the terms and conditions of the respective Option and Restricted Stock agreements (which need not be identical)
and to interpret the provisions and supervise the administration of the Plan. The Committee shall have the authority, without
limitation, to designate which Options granted under the Plan shall be Incentive Options and which shall be Nonqualified Options.
To the extent any Option does not qualify as an Incentive Option, it shall constitute a separate Nonqualified Option.


 









    	 



     


    

 


(b)    
Subject to the provisions of the Plan, the Committee shall interpret the Plan and all Options
and Restricted Stock granted under the Plan, shall make such rules as it deems necessary for the proper administration of the
Plan, shall make all other determinations necessary or advisable for the administration of the Plan, and shall correct any defects
or supply any omission or reconcile any inconsistency in the Plan or in any Options or Restricted Stock granted under the Plan
in the manner and to the extent that the Committee deems desirable to carry into effect the Plan or any Options or Restricted
Stock. The act or determination of a majority of the Committee shall be the act or determination of the Committee and any decision
reduced to writing and signed by all of the members of the Committee shall be fully effective as if it had been made by a majority
of the Committee at a meeting duly held for such purpose. Subject to the provisions of the Plan, any action taken or determination
made by the Committee pursuant to this and the other Sections of the Plan shall be conclusive on all parties.


 


(c)    
In the event that for any reason the Committee is unable to act or if the Committee at the
time of any grant, award or other acquisition under the Plan does not consist of two or more Non-Employee Directors, or if there
shall be no such Committee, or if the Board otherwise determines to administer the Plan, then the Plan shall be administered by
the Board, and references herein to the Committee (except in the proviso to this sentence) shall be deemed to be references to
the Board, and any such grant, award or other acquisition may be approved or ratified in any other manner contemplated by subparagraph
(d) of Rule 16b-3; provided, however, that grants to the Company’s Chief Executive Officer or to any of the
Company’s other four most highly compensated officers that are intended to qualify as performance-based compensation under
Section 162(m) of the Code may only be granted by the Committee.


 


3.     Designation
of Optionees and Grantees.




 


(a)    
The persons eligible for participation in the Plan as recipients of Options (the “Optionees”)
or Restricted Stock (the “Grantees” and together with Optionees, the “Participants”) shall
include directors, officers and employees to, and consultants, attorneys and advisors to, the Company or any Subsidiary; provided
that Incentive Options may only be granted to employees of the Company and any Subsidiary. In selecting Participants, and
in determining the number of shares to be covered by each Option or award of Restricted Stock granted to Participants, the Committee
may consider any factors it deems relevant, including, without limitation, the office or position held by the Participant or the
Participant’s relationship to the Company, the Participant’s degree of responsibility for and contribution to the
growth and success of the Company or any Subsidiary, the Participant’s length of service, promotions and potential. A Participant
who has been granted an Option or Restricted Stock hereunder may be granted an additional Option or Options, or Restricted Stock
if the Committee shall so determine.


 


(b)    
In the absence of any date specified, the Committee’s grant of Options or award of
Restricted Stock, such grant shall be deemed to have been made effective on the first business day of each March, June, September
or December of any calendar year, or on such other pre-determined dates as may be set by the Committee (the “Pre-Determined
Grant Dates”). Notwithstanding the foregoing, the Committee may grant Options or award Restricted Stock to any employee,
officer, director, consultant, attorney or advisor to the Company as an inducement to such person, in consideration for such person
to enter into any agreement or to provide services to the Company, for prior services rendered to the Company, or for any other
reason determined by the Committee for award, in its sole discretion other than on a Pre-Determined Grant Date.


 


4.     
Stock Reserved for the Plan. Subject to adjustment as provided in Section 8 hereof,
a total of four hundred fifty thousand (450,000) shares of the Company’s common stock, par value $0.00001 per share (the
“Stock”), shall be subject to the Plan. The maximum number of shares of Stock that may be subject to Options shall
conform to any requirements applicable to performance-based compensation under Section 162(m) of the Code, if qualification as
performance-based compensation under Section 162(m) of the Code is intended. The shares of Stock subject to the Plan shall consist
of unissued shares, treasury shares or previously issued shares held by any Subsidiary of the Company, and such amount of shares
of Stock shall be and is hereby reserved for such purpose. Any of such shares of Stock that may remain unsold and that are not
subject to outstanding Options at the termination of the Plan shall cease to be reserved for the purposes of the Plan, but until
termination of the Plan the Company shall at all times reserve a sufficient number of shares of Stock to meet the requirements
of the Plan. Should any Option or Restricted Stock expire or be canceled prior to its exercise or vesting in full or should the
number of shares of Stock to be delivered upon the exercise or vesting in full of any Option or Restricted Stock be reduced for
any reason, the shares of Stock theretofore subject to such Option or Restricted Stock may be subject to future Options or Restricted
Stock under the Plan, except where such reissuance is inconsistent with the provisions of Section 162(m) of the Code where qualification
as performance-based compensation under Section 162(m) of the Code is intended.


 




    	2



     


    

 


5.      
Terms and Conditions of Options. Options granted under the Plan shall be subject to
the following conditions and shall contain such additional terms and conditions, not inconsistent with the terms of the Plan,
as the Committee shall deem desirable:


 


(a)     Option
Price. The purchase price of each share of Stock purchasable under an Incentive Option shall be determined by the Committee
at the time of grant, but shall not be less than 100% of the Fair Market Value (as defined below) of such share of Stock on the
date the Option is granted; provided, however, that with respect to an Optionee who, at the time such Incentive
Option is granted, owns (within the meaning of Section 424(d) of the Code) more than 10% of the total combined voting power of
all classes of stock of the Company or of any Subsidiary, the purchase price per share of Stock shall be at least 110% of the
Fair Market Value per share of Stock on the date of grant. The purchase price of each share of Stock purchasable under a Nonqualified
Option shall be at least 100% of the Fair Market Value of such share of Stock on the date the Option is granted, unless the
Committee, in its sole and absolute discretion, determines to set the purchase price of such Nonqualified Option below Fair Market
Value. The exercise price for each Option shall be subject to adjustment as provided in Section 8 below. “Fair Market
Value” means


 


		(i)	the
                                                                                                                                                                                                                                                        closing
                                                                                                                                                                                                                                                        price
                                                                                                                                                                                                                                                        on
                                                                                                                                                                                                                                                        the
                                                                                                                                                                                                                                                        final
                                                                                                                                                                                                                                                        trading
                                                                                                                                                                                                                                                        day
                                                                                                                                                                                                                                                        immediately
                                                                                                                                                                                                                                                        prior
                                                                                                                                                                                                                                                        to
                                                                                                                                                                                                                                                        the
                                                                                                                                                                                                                                                        grant
                                                                                                                                                                                                                                                        of
                                                                                                                                                                                                                                                        the
                                                                                                                                                                                                                                                        Stock
                                                                                                                                                                                                                                                        on
                                                                                                                                                                                                                                                        (x)
                                                                                                                                                                                                                                                        the
                                                                                                                                                                                                                                                        principal
                                                                                                                                                                                                                                                        securities
                                                                                                                                                                                                                                                        exchange
                                                                                                                                                                                                                                                        on
                                                                                                                                                                                                                                                        which
                                                                                                                                                                                                                                                        shares
                                                                                                                                                                                                                                                        of
                                                                                                                                                                                                                                                        Stock
                                                                                                                                                                                                                                                        are
                                                                                                                                                                                                                                                        listed
                                                                                                                                                                                                                                                        (if
                                                                                                                                                                                                                                                        the
                                                                                                                                                                                                                                                        shares
                                                                                                                                                                                                                                                        of
                                                                                                                                                                                                                                                        Stock
                                                                                                                                                                                                                                                        are
                                                                                                                                                                                                                                                        so
                                                                                                                                                                                                                                                        listed)
                                                                                                                                                                                                                                                        or
                                                                                                                                                                                                                                                        (y)
                                                                                                                                                                                                                                                        on
                                                                                                                                                                                                                                                        the
                                                                                                                                                                                                                                                        NASDAQ
                                                                                                                                                                                                                                                        Stock
                                                                                                                                                                                                                                                        Market,
                                                                                                                                                                                                                                                        OTC
                                                                                                                                                                                                                                                        Markets
                                                                                                                                                                                                                                                        or
                                                                                                                                                                                                                                                        OTC
                                                                                                                                                                                                                                                        Bulletin
                                                                                                                                                                                                                                                        Board
                                                                                                                                                                                                                                                        (if
                                                                                                                                                                                                                                                        the
                                                                                                                                                                                                                                                        shares
                                                                                                                                                                                                                                                        of
                                                                                                                                                                                                                                                        Stock
                                                                                                                                                                                                                                                        are
                                                                                                                                                                                                                                                        regularly
                                                                                                                                                                                                                                                        listed
                                                                                                                                                                                                                                                        or
                                                                                                                                                                                                                                                        quoted
                                                                                                                                                                                                                                                        on
                                                                                                                                                                                                                                                        the
                                                                                                                                                                                                                                                        NASDAQ
                                                                                                                                                                                                                                                        Stock
                                                                                                                                                                                                                                                        Market,
                                                                                                                                                                                                                                                        OTC
                                                                                                                                                                                                                                                        Markets
                                                                                                                                                                                                                                                        or
                                                                                                                                                                                                                                                        OTC
                                                                                                                                                                                                                                                        Bulletin
                                                                                                                                                                                                                                                        Board,
                                                                                                                                                                                                                                                        as
                                                                                                                                                                                                                                                        the
                                                                                                                                                                                                                                                        case
                                                                                                                                                                                                                                                        may
                                                                                                                                                                                                                                                        be);
                                                                                                                                                                                                                                                        or



 


		(ii)	if
                                                                                                                                                                                                                                                         not
                                                                                                                                                                                                                                                         so
                                                                                                                                                                                                                                                         listed
                                                                                                                                                                                                                                                         or
                                                                                                                                                                                                                                                         quoted,
                                                                                                                                                                                                                                                         as
                                                                                                                                                                                                                                                         applicable,
                                                                                                                                                                                                                                                         the
                                                                                                                                                                                                                                                         mean
                                                                                                                                                                                                                                                         between
                                                                                                                                                                                                                                                         the
                                                                                                                                                                                                                                                         closing
                                                                                                                                                                                                                                                         bid
                                                                                                                                                                                                                                                         and
                                                                                                                                                                                                                                                         asked
                                                                                                                                                                                                                                                         prices
                                                                                                                                                                                                                                                         of
                                                                                                                                                                                                                                                         publicly
                                                                                                                                                                                                                                                         traded
                                                                                                                                                                                                                                                         shares
                                                                                                                                                                                                                                                         of
                                                                                                                                                                                                                                                         Stock
                                                                                                                                                                                                                                                         on
                                                                                                                                                                                                                                                         the
                                                                                                                                                                                                                                                         over-the-counter
                                                                                                                                                                                                                                                         market
                                                                                                                                                                                                                                                         on
                                                                                                                                                                                                                                                         the
                                                                                                                                                                                                                                                         final
                                                                                                                                                                                                                                                         trading
                                                                                                                                                                                                                                                         day
                                                                                                                                                                                                                                                         immediately
                                                                                                                                                                                                                                                         prior
                                                                                                                                                                                                                                                         to
                                                                                                                                                                                                                                                         the
                                                                                                                                                                                                                                                         grant
                                                                                                                                                                                                                                                         of
                                                                                                                                                                                                                                                         the
                                                                                                                                                                                                                                                         Stock;
                                                                                                                                                                                                                                                         or



 


		(iii)	if
                                                                                                                                                                                                                                                          such
                                                                                                                                                                                                                                                          bid
                                                                                                                                                                                                                                                          and
                                                                                                                                                                                                                                                          asked
                                                                                                                                                                                                                                                          prices
                                                                                                                                                                                                                                                          shall
                                                                                                                                                                                                                                                          not
                                                                                                                                                                                                                                                          be
                                                                                                                                                                                                                                                          available,
                                                                                                                                                                                                                                                          as
                                                                                                                                                                                                                                                          reported
                                                                                                                                                                                                                                                          by
                                                                                                                                                                                                                                                          any
                                                                                                                                                                                                                                                          nationally
                                                                                                                                                                                                                                                          recognized
                                                                                                                                                                                                                                                          quotation
                                                                                                                                                                                                                                                          service
                                                                                                                                                                                                                                                          selected
                                                                                                                                                                                                                                                          by
                                                                                                                                                                                                                                                          the
                                                                                                                                                                                                                                                          Company
                                                                                                                                                                                                                                                          on
                                                                                                                                                                                                                                                          the
                                                                                                                                                                                                                                                          final
                                                                                                                                                                                                                                                          trading
                                                                                                                                                                                                                                                          day
                                                                                                                                                                                                                                                          immediately
                                                                                                                                                                                                                                                          prior
                                                                                                                                                                                                                                                          to
                                                                                                                                                                                                                                                          the
                                                                                                                                                                                                                                                          grant
                                                                                                                                                                                                                                                          of
                                                                                                                                                                                                                                                          the
                                                                                                                                                                                                                                                          Stock.
                                                                                                                                                                                                                                                          Anything
                                                                                                                                                                                                                                                          in
                                                                                                                                                                                                                                                          this
                                                                                                                                                                                                                                                          Section
                                                                                                                                                                                                                                                          5(a)
                                                                                                                                                                                                                                                          to
                                                                                                                                                                                                                                                          the
                                                                                                                                                                                                                                                          contrary
                                                                                                                                                                                                                                                          notwithstanding,
                                                                                                                                                                                                                                                          in
                                                                                                                                                                                                                                                          no
                                                                                                                                                                                                                                                          event
                                                                                                                                                                                                                                                          shall
                                                                                                                                                                                                                                                          the
                                                                                                                                                                                                                                                          purchase
                                                                                                                                                                                                                                                          price
                                                                                                                                                                                                                                                          of
                                                                                                                                                                                                                                                          a
                                                                                                                                                                                                                                                          share
                                                                                                                                                                                                                                                          of
                                                                                                                                                                                                                                                          Stock
                                                                                                                                                                                                                                                          be
                                                                                                                                                                                                                                                          less
                                                                                                                                                                                                                                                          than
                                                                                                                                                                                                                                                          the
                                                                                                                                                                                                                                                          minimum
                                                                                                                                                                                                                                                          price
                                                                                                                                                                                                                                                          permitted
                                                                                                                                                                                                                                                          under
                                                                                                                                                                                                                                                          the
                                                                                                                                                                                                                                                          rules
                                                                                                                                                                                                                                                          and
                                                                                                                                                                                                                                                          policies
                                                                                                                                                                                                                                                          of
                                                                                                                                                                                                                                                          any
                                                                                                                                                                                                                                                          national
                                                                                                                                                                                                                                                          securities
                                                                                                                                                                                                                                                          exchange
                                                                                                                                                                                                                                                          on
                                                                                                                                                                                                                                                          which
                                                                                                                                                                                                                                                          the
                                                                                                                                                                                                                                                          shares
                                                                                                                                                                                                                                                          of
                                                                                                                                                                                                                                                          Stock
                                                                                                                                                                                                                                                          are
                                                                                                                                                                                                                                                          listed,
                                                                                                                                                                                                                                                          as
                                                                                                                                                                                                                                                          applicable.



 


(b)     Option
Term. The term of each Option shall be fixed by the Committee, but no Option shall be exercisable more than five (5) years
after the date such Option is granted and, in the case of an Incentive Option granted to an Optionee who, at the time such Incentive
Option is granted, owns (within the meaning of Section 424(d) of the Code) more than 10% of the total combined voting power of
all classes of stock of the Company or of any Subsidiary, no such Incentive Option shall be exercisable more than five years after
the date such Incentive Option is granted.


 




    	3



     


    

 


(c)    
Exercisability.


 


		(i)	Subject
                                                                                                                                                                                                                                                       to
                                                                                                                                                                                                                                                       the
                                                                                                                                                                                                                                                       terms
                                                                                                                                                                                                                                                       of
                                                                                                                                                                                                                                                       Section
                                                                                                                                                                                                                                                       5
                                                                                                                                                                                                                                                       hereof,
                                                                                                                                                                                                                                                       Options
                                                                                                                                                                                                                                                       shall
                                                                                                                                                                                                                                                       be
                                                                                                                                                                                                                                                       exercisable
                                                                                                                                                                                                                                                       at
                                                                                                                                                                                                                                                       such
                                                                                                                                                                                                                                                       time
                                                                                                                                                                                                                                                       or
                                                                                                                                                                                                                                                       times
                                                                                                                                                                                                                                                       and
                                                                                                                                                                                                                                                       subject
                                                                                                                                                                                                                                                       to
                                                                                                                                                                                                                                                       such
                                                                                                                                                                                                                                                       terms
                                                                                                                                                                                                                                                       and
                                                                                                                                                                                                                                                       conditions
                                                                                                                                                                                                                                                       as
                                                                                                                                                                                                                                                       shall
                                                                                                                                                                                                                                                       be
                                                                                                                                                                                                                                                       determined
                                                                                                                                                                                                                                                       by
                                                                                                                                                                                                                                                       the
                                                                                                                                                                                                                                                       Committee
                                                                                                                                                                                                                                                       at
                                                                                                                                                                                                                                                       the
                                                                                                                                                                                                                                                       time
                                                                                                                                                                                                                                                       of
                                                                                                                                                                                                                                                       grant;
                                                                                                                                                                                                                                                       provided,
                                                                                                                                                                                                                                                       however,
                                                                                                                                                                                                                                                       that
                                                                                                                                                                                                                                                       in
                                                                                                                                                                                                                                                       the
                                                                                                                                                                                                                                                       absence
                                                                                                                                                                                                                                                       of
                                                                                                                                                                                                                                                       any
                                                                                                                                                                                                                                                       Option
                                                                                                                                                                                                                                                       vesting
                                                                                                                                                                                                                                                       periods
                                                                                                                                                                                                                                                       designated
                                                                                                                                                                                                                                                       by
                                                                                                                                                                                                                                                       the
                                                                                                                                                                                                                                                       Committee
                                                                                                                                                                                                                                                       at
                                                                                                                                                                                                                                                       the
                                                                                                                                                                                                                                                       time
                                                                                                                                                                                                                                                       of
                                                                                                                                                                                                                                                       grant,
                                                                                                                                                                                                                                                       Options
                                                                                                                                                                                                                                                       shall
                                                                                                                                                                                                                                                       vest
                                                                                                                                                                                                                                                       and
                                                                                                                                                                                                                                                       become
                                                                                                                                                                                                                                                       exercisable
                                                                                                                                                                                                                                                       in
                                                                                                                                                                                                                                                       equal
                                                                                                                                                                                                                                                       amounts
                                                                                                                                                                                                                                                       on
                                                                                                                                                                                                                                                       each
                                                                                                                                                                                                                                                       fiscal
                                                                                                                                                                                                                                                       quarter
                                                                                                                                                                                                                                                       of
                                                                                                                                                                                                                                                       the
                                                                                                                                                                                                                                                       Company
                                                                                                                                                                                                                                                       through
                                                                                                                                                                                                                                                       the
                                                                                                                                                                                                                                                       four
                                                                                                                                                                                                                                                       (4)
                                                                                                                                                                                                                                                       year
                                                                                                                                                                                                                                                       anniversary
                                                                                                                                                                                                                                                       of
                                                                                                                                                                                                                                                       the
                                                                                                                                                                                                                                                       date
                                                                                                                                                                                                                                                       of
                                                                                                                                                                                                                                                       grant;
                                                                                                                                                                                                                                                       and
                                                                                                                                                                                                                                                       provided
                                                                                                                                                                                                                                                       further
                                                                                                                                                                                                                                                       that
                                                                                                                                                                                                                                                       no
                                                                                                                                                                                                                                                       Options
                                                                                                                                                                                                                                                       shall
                                                                                                                                                                                                                                                       be
                                                                                                                                                                                                                                                       exercisable
                                                                                                                                                                                                                                                       until
                                                                                                                                                                                                                                                       such
                                                                                                                                                                                                                                                       time
                                                                                                                                                                                                                                                       as
                                                                                                                                                                                                                                                       any
                                                                                                                                                                                                                                                       vesting
                                                                                                                                                                                                                                                       limitation
                                                                                                                                                                                                                                                       required
                                                                                                                                                                                                                                                       by
                                                                                                                                                                                                                                                       Section
                                                                                                                                                                                                                                                       16
                                                                                                                                                                                                                                                       of
                                                                                                                                                                                                                                                       the
                                                                                                                                                                                                                                                       Exchange
                                                                                                                                                                                                                                                       Act,
                                                                                                                                                                                                                                                       and
                                                                                                                                                                                                                                                       related
                                                                                                                                                                                                                                                       rules,
                                                                                                                                                                                                                                                       shall
                                                                                                                                                                                                                                                       be
                                                                                                                                                                                                                                                       satisfied
                                                                                                                                                                                                                                                       if
                                                                                                                                                                                                                                                       such
                                                                                                                                                                                                                                                       limitation
                                                                                                                                                                                                                                                       shall
                                                                                                                                                                                                                                                       be
                                                                                                                                                                                                                                                       required
                                                                                                                                                                                                                                                       for
                                                                                                                                                                                                                                                       continued
                                                                                                                                                                                                                                                       validity
                                                                                                                                                                                                                                                       of
                                                                                                                                                                                                                                                       the
                                                                                                                                                                                                                                                       exemption
                                                                                                                                                                                                                                                       provided
                                                                                                                                                                                                                                                       under
                                                                                                                                                                                                                                                       Rule
                                                                                                                                                                                                                                                       16b-3(d)(3).



 


		(ii)	Upon
                                                                                                                                                                                                                                                        the
                                                                                                                                                                                                                                                        occurrence
                                                                                                                                                                                                                                                        of
                                                                                                                                                                                                                                                        a
                                                                                                                                                                                                                                                        Change
                                                                                                                                                                                                                                                        in
                                                                                                                                                                                                                                                        Control
                                                                                                                                                                                                                                                        (as
                                                                                                                                                                                                                                                        hereinafter
                                                                                                                                                                                                                                                        defined),
                                                                                                                                                                                                                                                        the
                                                                                                                                                                                                                                                        Committee
                                                                                                                                                                                                                                                        may
                                                                                                                                                                                                                                                        accelerate
                                                                                                                                                                                                                                                        the
                                                                                                                                                                                                                                                        vesting
                                                                                                                                                                                                                                                        and
                                                                                                                                                                                                                                                        exercisability
                                                                                                                                                                                                                                                        of
                                                                                                                                                                                                                                                        outstanding
                                                                                                                                                                                                                                                        Options,
                                                                                                                                                                                                                                                        in
                                                                                                                                                                                                                                                        whole
                                                                                                                                                                                                                                                        or
                                                                                                                                                                                                                                                        in
                                                                                                                                                                                                                                                        part,
                                                                                                                                                                                                                                                        as
                                                                                                                                                                                                                                                        determined
                                                                                                                                                                                                                                                        by
                                                                                                                                                                                                                                                        the
                                                                                                                                                                                                                                                        Committee
                                                                                                                                                                                                                                                        in
                                                                                                                                                                                                                                                        its
                                                                                                                                                                                                                                                        sole
                                                                                                                                                                                                                                                        discretion.
                                                                                                                                                                                                                                                        In
                                                                                                                                                                                                                                                        its
                                                                                                                                                                                                                                                        sole
                                                                                                                                                                                                                                                        discretion,
                                                                                                                                                                                                                                                        the
                                                                                                                                                                                                                                                        Committee
                                                                                                                                                                                                                                                        may
                                                                                                                                                                                                                                                        also
                                                                                                                                                                                                                                                        determine
                                                                                                                                                                                                                                                        that,
                                                                                                                                                                                                                                                        upon
                                                                                                                                                                                                                                                        the
                                                                                                                                                                                                                                                        occurrence
                                                                                                                                                                                                                                                        of
                                                                                                                                                                                                                                                        a
                                                                                                                                                                                                                                                        Change
                                                                                                                                                                                                                                                        in
                                                                                                                                                                                                                                                        Control,
                                                                                                                                                                                                                                                        each
                                                                                                                                                                                                                                                        outstanding
                                                                                                                                                                                                                                                        Option
                                                                                                                                                                                                                                                        shall
                                                                                                                                                                                                                                                        terminate
                                                                                                                                                                                                                                                        within
                                                                                                                                                                                                                                                        a
                                                                                                                                                                                                                                                        specified
                                                                                                                                                                                                                                                        number
                                                                                                                                                                                                                                                        of
                                                                                                                                                                                                                                                        days
                                                                                                                                                                                                                                                        after
                                                                                                                                                                                                                                                        notice
                                                                                                                                                                                                                                                        to
                                                                                                                                                                                                                                                        the
                                                                                                                                                                                                                                                        Optionee
                                                                                                                                                                                                                                                        thereunder,
                                                                                                                                                                                                                                                        and
                                                                                                                                                                                                                                                        each
                                                                                                                                                                                                                                                        such
                                                                                                                                                                                                                                                        Optionee
                                                                                                                                                                                                                                                        shall
                                                                                                                                                                                                                                                        receive,
                                                                                                                                                                                                                                                        with
                                                                                                                                                                                                                                                        respect
                                                                                                                                                                                                                                                        to
                                                                                                                                                                                                                                                        each
                                                                                                                                                                                                                                                        share
                                                                                                                                                                                                                                                        of
                                                                                                                                                                                                                                                        Company
                                                                                                                                                                                                                                                        Stock
                                                                                                                                                                                                                                                        subject
                                                                                                                                                                                                                                                        to
                                                                                                                                                                                                                                                        such
                                                                                                                                                                                                                                                        Option,
                                                                                                                                                                                                                                                        an
                                                                                                                                                                                                                                                        amount
                                                                                                                                                                                                                                                        equal
                                                                                                                                                                                                                                                        to
                                                                                                                                                                                                                                                        the
                                                                                                                                                                                                                                                        excess
                                                                                                                                                                                                                                                        of
                                                                                                                                                                                                                                                        the
                                                                                                                                                                                                                                                        Fair
                                                                                                                                                                                                                                                        Market
                                                                                                                                                                                                                                                        Value
                                                                                                                                                                                                                                                        of
                                                                                                                                                                                                                                                        such
                                                                                                                                                                                                                                                        shares
                                                                                                                                                                                                                                                        immediately
                                                                                                                                                                                                                                                        prior
                                                                                                                                                                                                                                                        to
                                                                                                                                                                                                                                                        such
                                                                                                                                                                                                                                                        Change
                                                                                                                                                                                                                                                        in
                                                                                                                                                                                                                                                        Control
                                                                                                                                                                                                                                                        over
                                                                                                                                                                                                                                                        the
                                                                                                                                                                                                                                                        exercise
                                                                                                                                                                                                                                                        price
                                                                                                                                                                                                                                                        per
                                                                                                                                                                                                                                                        share
                                                                                                                                                                                                                                                        of
                                                                                                                                                                                                                                                        such
                                                                                                                                                                                                                                                        Option;
                                                                                                                                                                                                                                                        such
                                                                                                                                                                                                                                                        amount
                                                                                                                                                                                                                                                        shall
                                                                                                                                                                                                                                                        be
                                                                                                                                                                                                                                                        payable
                                                                                                                                                                                                                                                        in
                                                                                                                                                                                                                                                        cash,
                                                                                                                                                                                                                                                        in
                                                                                                                                                                                                                                                        one
                                                                                                                                                                                                                                                        or
                                                                                                                                                                                                                                                        more
                                                                                                                                                                                                                                                        kinds
                                                                                                                                                                                                                                                        of
                                                                                                                                                                                                                                                        property
                                                                                                                                                                                                                                                        (including
                                                                                                                                                                                                                                                        the
                                                                                                                                                                                                                                                        property,
                                                                                                                                                                                                                                                        if
                                                                                                                                                                                                                                                        any,
                                                                                                                                                                                                                                                        payable
                                                                                                                                                                                                                                                        in
                                                                                                                                                                                                                                                        the
                                                                                                                                                                                                                                                        transaction)
                                                                                                                                                                                                                                                        or
                                                                                                                                                                                                                                                        a
                                                                                                                                                                                                                                                        combination
                                                                                                                                                                                                                                                        thereof,
                                                                                                                                                                                                                                                        as
                                                                                                                                                                                                                                                        the
                                                                                                                                                                                                                                                        Committee
                                                                                                                                                                                                                                                        shall
                                                                                                                                                                                                                                                        determine
                                                                                                                                                                                                                                                        in
                                                                                                                                                                                                                                                        its
                                                                                                                                                                                                                                                        sole
                                                                                                                                                                                                                                                        discretion.



 


		(iii)	For
                                                                                                                                                                                                                                                         purposes
                                                                                                                                                                                                                                                         of
                                                                                                                                                                                                                                                         the
                                                                                                                                                                                                                                                         Plan,
                                                                                                                                                                                                                                                         unless
                                                                                                                                                                                                                                                         otherwise
                                                                                                                                                                                                                                                         defined
                                                                                                                                                                                                                                                         in
                                                                                                                                                                                                                                                         an
                                                                                                                                                                                                                                                         employment
                                                                                                                                                                                                                                                         agreement
                                                                                                                                                                                                                                                         between
                                                                                                                                                                                                                                                         the
                                                                                                                                                                                                                                                         Company
                                                                                                                                                                                                                                                         and
                                                                                                                                                                                                                                                         the
                                                                                                                                                                                                                                                         relevant
                                                                                                                                                                                                                                                         Optionee,
                                                                                                                                                                                                                                                         a
                                                                                                                                                                                                                                                         “Change
                                                                                                                                                                                                                                                         in
                                                                                                                                                                                                                                                         Control”
                                                                                                                                                                                                                                                         shall
                                                                                                                                                                                                                                                         be
                                                                                                                                                                                                                                                         deemed
                                                                                                                                                                                                                                                         to
                                                                                                                                                                                                                                                         have
                                                                                                                                                                                                                                                         occurred
                                                                                                                                                                                                                                                         if:



 


		(A)	a
                                                                                                                                                                                                                                                        tender
                                                                                                                                                                                                                                                        offer
                                                                                                                                                                                                                                                        (or
                                                                                                                                                                                                                                                        series
                                                                                                                                                                                                                                                        of
                                                                                                                                                                                                                                                        related
                                                                                                                                                                                                                                                        offers)
                                                                                                                                                                                                                                                        shall
                                                                                                                                                                                                                                                        be
                                                                                                                                                                                                                                                        made
                                                                                                                                                                                                                                                        and
                                                                                                                                                                                                                                                        consummated
                                                                                                                                                                                                                                                        for
                                                                                                                                                                                                                                                        the
                                                                                                                                                                                                                                                        ownership
                                                                                                                                                                                                                                                        of
                                                                                                                                                                                                                                                        fifty
                                                                                                                                                                                                                                                        percent
                                                                                                                                                                                                                                                        (50%)
                                                                                                                                                                                                                                                        or
                                                                                                                                                                                                                                                        more
                                                                                                                                                                                                                                                        of
                                                                                                                                                                                                                                                        the
                                                                                                                                                                                                                                                        outstanding
                                                                                                                                                                                                                                                        voting
                                                                                                                                                                                                                                                        securities
                                                                                                                                                                                                                                                        of
                                                                                                                                                                                                                                                        the
                                                                                                                                                                                                                                                        Company,
                                                                                                                                                                                                                                                        unless
                                                                                                                                                                                                                                                        as
                                                                                                                                                                                                                                                        a
                                                                                                                                                                                                                                                        result
                                                                                                                                                                                                                                                        of
                                                                                                                                                                                                                                                        such
                                                                                                                                                                                                                                                        tender
                                                                                                                                                                                                                                                        offer
                                                                                                                                                                                                                                                        more
                                                                                                                                                                                                                                                        than
                                                                                                                                                                                                                                                        fifty
                                                                                                                                                                                                                                                        percent
                                                                                                                                                                                                                                                        (50%)
                                                                                                                                                                                                                                                        of
                                                                                                                                                                                                                                                        the
                                                                                                                                                                                                                                                        outstanding
                                                                                                                                                                                                                                                        voting
                                                                                                                                                                                                                                                        securities
                                                                                                                                                                                                                                                        of
                                                                                                                                                                                                                                                        the
                                                                                                                                                                                                                                                        surviving
                                                                                                                                                                                                                                                        or
                                                                                                                                                                                                                                                        resulting
                                                                                                                                                                                                                                                        corporation
                                                                                                                                                                                                                                                        shall
                                                                                                                                                                                                                                                        be
                                                                                                                                                                                                                                                        owned
                                                                                                                                                                                                                                                        in
                                                                                                                                                                                                                                                        the
                                                                                                                                                                                                                                                        aggregate
                                                                                                                                                                                                                                                        by
                                                                                                                                                                                                                                                        the
                                                                                                                                                                                                                                                        stockholders
                                                                                                                                                                                                                                                        of
                                                                                                                                                                                                                                                        the
                                                                                                                                                                                                                                                        Company
                                                                                                                                                                                                                                                        (as
                                                                                                                                                                                                                                                        of
                                                                                                                                                                                                                                                        the
                                                                                                                                                                                                                                                        time
                                                                                                                                                                                                                                                        immediately
                                                                                                                                                                                                                                                        prior
                                                                                                                                                                                                                                                        to
                                                                                                                                                                                                                                                        the
                                                                                                                                                                                                                                                        commencement
                                                                                                                                                                                                                                                        of
                                                                                                                                                                                                                                                        such
                                                                                                                                                                                                                                                        offer),
                                                                                                                                                                                                                                                        any
                                                                                                                                                                                                                                                        employee
                                                                                                                                                                                                                                                        benefit
                                                                                                                                                                                                                                                        plan
                                                                                                                                                                                                                                                        of
                                                                                                                                                                                                                                                        the
                                                                                                                                                                                                                                                        Company
                                                                                                                                                                                                                                                        or
                                                                                                                                                                                                                                                        its
                                                                                                                                                                                                                                                        Subsidiaries,
                                                                                                                                                                                                                                                        and
                                                                                                                                                                                                                                                        their
                                                                                                                                                                                                                                                        affiliates;



 


		(B)	the
                                                                                                                                                                                                                                                        Company
                                                                                                                                                                                                                                                        shall
                                                                                                                                                                                                                                                        be
                                                                                                                                                                                                                                                        merged
                                                                                                                                                                                                                                                        or
                                                                                                                                                                                                                                                        consolidated
                                                                                                                                                                                                                                                        with
                                                                                                                                                                                                                                                        another
                                                                                                                                                                                                                                                        corporation,
                                                                                                                                                                                                                                                        unless
                                                                                                                                                                                                                                                        as
                                                                                                                                                                                                                                                        a
                                                                                                                                                                                                                                                        result
                                                                                                                                                                                                                                                        of
                                                                                                                                                                                                                                                        such
                                                                                                                                                                                                                                                        merger
                                                                                                                                                                                                                                                        or
                                                                                                                                                                                                                                                        consolidation
                                                                                                                                                                                                                                                        more
                                                                                                                                                                                                                                                        than
                                                                                                                                                                                                                                                        fifty
                                                                                                                                                                                                                                                        percent
                                                                                                                                                                                                                                                        (50%)
                                                                                                                                                                                                                                                        of
                                                                                                                                                                                                                                                        the
                                                                                                                                                                                                                                                        outstanding
                                                                                                                                                                                                                                                        voting
                                                                                                                                                                                                                                                        securities
                                                                                                                                                                                                                                                        of
                                                                                                                                                                                                                                                        the
                                                                                                                                                                                                                                                        surviving
                                                                                                                                                                                                                                                        or
                                                                                                                                                                                                                                                        resulting
                                                                                                                                                                                                                                                        corporation
                                                                                                                                                                                                                                                        shall
                                                                                                                                                                                                                                                        be
                                                                                                                                                                                                                                                        owned
                                                                                                                                                                                                                                                        in
                                                                                                                                                                                                                                                        the
                                                                                                                                                                                                                                                        aggregate
                                                                                                                                                                                                                                                        by
                                                                                                                                                                                                                                                        the
                                                                                                                                                                                                                                                        stockholders
                                                                                                                                                                                                                                                        of
                                                                                                                                                                                                                                                        the
                                                                                                                                                                                                                                                        Company
                                                                                                                                                                                                                                                        (as
                                                                                                                                                                                                                                                        of
                                                                                                                                                                                                                                                        the
                                                                                                                                                                                                                                                        time
                                                                                                                                                                                                                                                        immediately
                                                                                                                                                                                                                                                        prior
                                                                                                                                                                                                                                                        to
                                                                                                                                                                                                                                                        such
                                                                                                                                                                                                                                                        transaction),
                                                                                                                                                                                                                                                        any
                                                                                                                                                                                                                                                        employee
                                                                                                                                                                                                                                                        benefit
                                                                                                                                                                                                                                                        plan
                                                                                                                                                                                                                                                        of
                                                                                                                                                                                                                                                        the
                                                                                                                                                                                                                                                        Company
                                                                                                                                                                                                                                                        or
                                                                                                                                                                                                                                                        its
                                                                                                                                                                                                                                                        Subsidiaries,
                                                                                                                                                                                                                                                        and
                                                                                                                                                                                                                                                        their
                                                                                                                                                                                                                                                        affiliates;



 




    	4



     


    

 


		(C)	the
                                                                                                                                                                                                                                                        Company
                                                                                                                                                                                                                                                        shall
                                                                                                                                                                                                                                                        sell
                                                                                                                                                                                                                                                        substantially
                                                                                                                                                                                                                                                        all
                                                                                                                                                                                                                                                        of
                                                                                                                                                                                                                                                        its
                                                                                                                                                                                                                                                        assets
                                                                                                                                                                                                                                                        to
                                                                                                                                                                                                                                                        another
                                                                                                                                                                                                                                                        corporation
                                                                                                                                                                                                                                                        that
                                                                                                                                                                                                                                                        is
                                                                                                                                                                                                                                                        not
                                                                                                                                                                                                                                                        wholly
                                                                                                                                                                                                                                                        owned
                                                                                                                                                                                                                                                        by
                                                                                                                                                                                                                                                        the
                                                                                                                                                                                                                                                        Company,
                                                                                                                                                                                                                                                        unless
                                                                                                                                                                                                                                                        as
                                                                                                                                                                                                                                                        a
                                                                                                                                                                                                                                                        result
                                                                                                                                                                                                                                                        of
                                                                                                                                                                                                                                                        such
                                                                                                                                                                                                                                                        sale
                                                                                                                                                                                                                                                        more
                                                                                                                                                                                                                                                        than
                                                                                                                                                                                                                                                        fifty
                                                                                                                                                                                                                                                        percent
                                                                                                                                                                                                                                                        (50%)
                                                                                                                                                                                                                                                        of
                                                                                                                                                                                                                                                        such
                                                                                                                                                                                                                                                        assets
                                                                                                                                                                                                                                                        shall
                                                                                                                                                                                                                                                        be
                                                                                                                                                                                                                                                        owned
                                                                                                                                                                                                                                                        in
                                                                                                                                                                                                                                                        the
                                                                                                                                                                                                                                                        aggregate
                                                                                                                                                                                                                                                        by
                                                                                                                                                                                                                                                        the
                                                                                                                                                                                                                                                        stockholders
                                                                                                                                                                                                                                                        of
                                                                                                                                                                                                                                                        the
                                                                                                                                                                                                                                                        Company
                                                                                                                                                                                                                                                        (as
                                                                                                                                                                                                                                                        of
                                                                                                                                                                                                                                                        the
                                                                                                                                                                                                                                                        time
                                                                                                                                                                                                                                                        immediately
                                                                                                                                                                                                                                                        prior
                                                                                                                                                                                                                                                        to
                                                                                                                                                                                                                                                        such
                                                                                                                                                                                                                                                        transaction),
                                                                                                                                                                                                                                                        any
                                                                                                                                                                                                                                                        employee
                                                                                                                                                                                                                                                        benefit
                                                                                                                                                                                                                                                        plan
                                                                                                                                                                                                                                                        of
                                                                                                                                                                                                                                                        the
                                                                                                                                                                                                                                                        Company
                                                                                                                                                                                                                                                        or
                                                                                                                                                                                                                                                        its
                                                                                                                                                                                                                                                        Subsidiaries
                                                                                                                                                                                                                                                        and
                                                                                                                                                                                                                                                        their
                                                                                                                                                                                                                                                        affiliates;
                                                                                                                                                                                                                                                        or



 


		(D)	a
                                                                                                                                                                                                                                                        Person
                                                                                                                                                                                                                                                        (as
                                                                                                                                                                                                                                                        defined
                                                                                                                                                                                                                                                        below)
                                                                                                                                                                                                                                                        shall
                                                                                                                                                                                                                                                        acquire
                                                                                                                                                                                                                                                        fifty
                                                                                                                                                                                                                                                        percent
                                                                                                                                                                                                                                                        (50%)
                                                                                                                                                                                                                                                        or
                                                                                                                                                                                                                                                        more
                                                                                                                                                                                                                                                        of
                                                                                                                                                                                                                                                        the
                                                                                                                                                                                                                                                        outstanding
                                                                                                                                                                                                                                                        voting
                                                                                                                                                                                                                                                        securities
                                                                                                                                                                                                                                                        of
                                                                                                                                                                                                                                                        the
                                                                                                                                                                                                                                                        Company
                                                                                                                                                                                                                                                        (whether
                                                                                                                                                                                                                                                        directly,
                                                                                                                                                                                                                                                        indirectly,
                                                                                                                                                                                                                                                        beneficially
                                                                                                                                                                                                                                                        or
                                                                                                                                                                                                                                                        of
                                                                                                                                                                                                                                                        record),
                                                                                                                                                                                                                                                        unless
                                                                                                                                                                                                                                                        as
                                                                                                                                                                                                                                                        a
                                                                                                                                                                                                                                                        result
                                                                                                                                                                                                                                                        of
                                                                                                                                                                                                                                                        such
                                                                                                                                                                                                                                                        acquisition
                                                                                                                                                                                                                                                        more
                                                                                                                                                                                                                                                        than
                                                                                                                                                                                                                                                        fifty
                                                                                                                                                                                                                                                        percent
                                                                                                                                                                                                                                                        (50%)
                                                                                                                                                                                                                                                        of
                                                                                                                                                                                                                                                        the
                                                                                                                                                                                                                                                        outstanding
                                                                                                                                                                                                                                                        voting
                                                                                                                                                                                                                                                        securities
                                                                                                                                                                                                                                                        of
                                                                                                                                                                                                                                                        the
                                                                                                                                                                                                                                                        surviving
                                                                                                                                                                                                                                                        or
                                                                                                                                                                                                                                                        resulting
                                                                                                                                                                                                                                                        corporation
                                                                                                                                                                                                                                                        shall
                                                                                                                                                                                                                                                        be
                                                                                                                                                                                                                                                        owned
                                                                                                                                                                                                                                                        in
                                                                                                                                                                                                                                                        the
                                                                                                                                                                                                                                                        aggregate
                                                                                                                                                                                                                                                        by
                                                                                                                                                                                                                                                        the
                                                                                                                                                                                                                                                        stockholders
                                                                                                                                                                                                                                                        of
                                                                                                                                                                                                                                                        the
                                                                                                                                                                                                                                                        Company
                                                                                                                                                                                                                                                        (as
                                                                                                                                                                                                                                                        of
                                                                                                                                                                                                                                                        the
                                                                                                                                                                                                                                                        time
                                                                                                                                                                                                                                                        immediately
                                                                                                                                                                                                                                                        prior
                                                                                                                                                                                                                                                        to
                                                                                                                                                                                                                                                        the
                                                                                                                                                                                                                                                        first
                                                                                                                                                                                                                                                        acquisition
                                                                                                                                                                                                                                                        of
                                                                                                                                                                                                                                                        such
                                                                                                                                                                                                                                                        securities
                                                                                                                                                                                                                                                        by
                                                                                                                                                                                                                                                        such
                                                                                                                                                                                                                                                        Person),
                                                                                                                                                                                                                                                        any
                                                                                                                                                                                                                                                        employee
                                                                                                                                                                                                                                                        benefit
                                                                                                                                                                                                                                                        plan
                                                                                                                                                                                                                                                        of
                                                                                                                                                                                                                                                        the
                                                                                                                                                                                                                                                        Company
                                                                                                                                                                                                                                                        or
                                                                                                                                                                                                                                                        its
                                                                                                                                                                                                                                                        Subsidiaries,
                                                                                                                                                                                                                                                        and
                                                                                                                                                                                                                                                        their
                                                                                                                                                                                                                                                        affiliates.



 


		(iv)	Notwithstanding
                                                                                                                                                                                                                                                        Section
                                                                                                                                                                                                                                                        5(c)(iii)
                                                                                                                                                                                                                                                        above,
                                                                                                                                                                                                                                                        if
                                                                                                                                                                                                                                                        Change
                                                                                                                                                                                                                                                        of
                                                                                                                                                                                                                                                        Control
                                                                                                                                                                                                                                                        is
                                                                                                                                                                                                                                                        defined
                                                                                                                                                                                                                                                        in
                                                                                                                                                                                                                                                        an
                                                                                                                                                                                                                                                        employment
                                                                                                                                                                                                                                                        agreement
                                                                                                                                                                                                                                                        between
                                                                                                                                                                                                                                                        the
                                                                                                                                                                                                                                                        Company
                                                                                                                                                                                                                                                        and
                                                                                                                                                                                                                                                        the
                                                                                                                                                                                                                                                        relevant
                                                                                                                                                                                                                                                        Optionee,
                                                                                                                                                                                                                                                        then,
                                                                                                                                                                                                                                                        with
                                                                                                                                                                                                                                                        respect
                                                                                                                                                                                                                                                        to
                                                                                                                                                                                                                                                        such
                                                                                                                                                                                                                                                        Optionee,
                                                                                                                                                                                                                                                        Change
                                                                                                                                                                                                                                                        of
                                                                                                                                                                                                                                                        Control
                                                                                                                                                                                                                                                        shall
                                                                                                                                                                                                                                                        have
                                                                                                                                                                                                                                                        the
                                                                                                                                                                                                                                                        meaning
                                                                                                                                                                                                                                                        ascribed
                                                                                                                                                                                                                                                        to
                                                                                                                                                                                                                                                        it
                                                                                                                                                                                                                                                        in
                                                                                                                                                                                                                                                        such
                                                                                                                                                                                                                                                        employment
                                                                                                                                                                                                                                                        agreement.



 


		(v)	For
                                                                                                                                                                                                                                                       purposes
                                                                                                                                                                                                                                                       of
                                                                                                                                                                                                                                                       this
                                                                                                                                                                                                                                                       Section
                                                                                                                                                                                                                                                       5(c),
                                                                                                                                                                                                                                                       ownership
                                                                                                                                                                                                                                                       of
                                                                                                                                                                                                                                                       voting
                                                                                                                                                                                                                                                       securities
                                                                                                                                                                                                                                                       shall
                                                                                                                                                                                                                                                       take
                                                                                                                                                                                                                                                       into
                                                                                                                                                                                                                                                       account
                                                                                                                                                                                                                                                       and
                                                                                                                                                                                                                                                       shall
                                                                                                                                                                                                                                                       include
                                                                                                                                                                                                                                                       ownership
                                                                                                                                                                                                                                                       as
                                                                                                                                                                                                                                                       determined
                                                                                                                                                                                                                                                       by
                                                                                                                                                                                                                                                       applying
                                                                                                                                                                                                                                                       the
                                                                                                                                                                                                                                                       provisions
                                                                                                                                                                                                                                                       of
                                                                                                                                                                                                                                                       Rule
                                                                                                                                                                                                                                                       13d-3(d)(I)(i)
                                                                                                                                                                                                                                                       (as
                                                                                                                                                                                                                                                       in
                                                                                                                                                                                                                                                       effect
                                                                                                                                                                                                                                                       on
                                                                                                                                                                                                                                                       the
                                                                                                                                                                                                                                                       date
                                                                                                                                                                                                                                                       hereof)
                                                                                                                                                                                                                                                       under
                                                                                                                                                                                                                                                       the
                                                                                                                                                                                                                                                       Exchange
                                                                                                                                                                                                                                                       Act.
                                                                                                                                                                                                                                                       In
                                                                                                                                                                                                                                                       addition,
                                                                                                                                                                                                                                                       for
                                                                                                                                                                                                                                                       such
                                                                                                                                                                                                                                                       purposes,
                                                                                                                                                                                                                                                       “Person”
                                                                                                                                                                                                                                                       shall
                                                                                                                                                                                                                                                       have
                                                                                                                                                                                                                                                       the
                                                                                                                                                                                                                                                       meaning
                                                                                                                                                                                                                                                       given
                                                                                                                                                                                                                                                       in
                                                                                                                                                                                                                                                       Section
                                                                                                                                                                                                                                                       3(a)(9)
                                                                                                                                                                                                                                                       of
                                                                                                                                                                                                                                                       the
                                                                                                                                                                                                                                                       Exchange
                                                                                                                                                                                                                                                       Act,
                                                                                                                                                                                                                                                       as
                                                                                                                                                                                                                                                       modified
                                                                                                                                                                                                                                                       and
                                                                                                                                                                                                                                                       used
                                                                                                                                                                                                                                                       in
                                                                                                                                                                                                                                                       Sections
                                                                                                                                                                                                                                                       13(d)
                                                                                                                                                                                                                                                       and
                                                                                                                                                                                                                                                       14(d)
                                                                                                                                                                                                                                                       thereof;
                                                                                                                                                                                                                                                       provided,
                                                                                                                                                                                                                                                       however,
                                                                                                                                                                                                                                                       that
                                                                                                                                                                                                                                                       a
                                                                                                                                                                                                                                                       Person
                                                                                                                                                                                                                                                       shall
                                                                                                                                                                                                                                                       not
                                                                                                                                                                                                                                                       include
                                                                                                                                                                                                                                                       (A)
                                                                                                                                                                                                                                                       the
                                                                                                                                                                                                                                                       Company
                                                                                                                                                                                                                                                       or
                                                                                                                                                                                                                                                       any
                                                                                                                                                                                                                                                       of
                                                                                                                                                                                                                                                       its
                                                                                                                                                                                                                                                       Subsidiaries;
                                                                                                                                                                                                                                                       (B)
                                                                                                                                                                                                                                                       a
                                                                                                                                                                                                                                                       trustee
                                                                                                                                                                                                                                                       or
                                                                                                                                                                                                                                                       other
                                                                                                                                                                                                                                                       fiduciary
                                                                                                                                                                                                                                                       holding
                                                                                                                                                                                                                                                       securities
                                                                                                                                                                                                                                                       under
                                                                                                                                                                                                                                                       an
                                                                                                                                                                                                                                                       employee
                                                                                                                                                                                                                                                       benefit
                                                                                                                                                                                                                                                       plan
                                                                                                                                                                                                                                                       of
                                                                                                                                                                                                                                                       the
                                                                                                                                                                                                                                                       Company
                                                                                                                                                                                                                                                       or
                                                                                                                                                                                                                                                       any
                                                                                                                                                                                                                                                       of
                                                                                                                                                                                                                                                       its
                                                                                                                                                                                                                                                       Subsidiaries;
                                                                                                                                                                                                                                                       (C)
                                                                                                                                                                                                                                                       an
                                                                                                                                                                                                                                                       underwriter
                                                                                                                                                                                                                                                       temporarily
                                                                                                                                                                                                                                                       holding
                                                                                                                                                                                                                                                       securities
                                                                                                                                                                                                                                                       pursuant
                                                                                                                                                                                                                                                       to
                                                                                                                                                                                                                                                       an
                                                                                                                                                                                                                                                       offering
                                                                                                                                                                                                                                                       of
                                                                                                                                                                                                                                                       such
                                                                                                                                                                                                                                                       securities;
                                                                                                                                                                                                                                                       or
                                                                                                                                                                                                                                                       (D)
                                                                                                                                                                                                                                                       a
                                                                                                                                                                                                                                                       corporation
                                                                                                                                                                                                                                                       owned,
                                                                                                                                                                                                                                                       directly
                                                                                                                                                                                                                                                       or
                                                                                                                                                                                                                                                       indirectly,
                                                                                                                                                                                                                                                       by
                                                                                                                                                                                                                                                       the
                                                                                                                                                                                                                                                       stockholders
                                                                                                                                                                                                                                                       of
                                                                                                                                                                                                                                                       the
                                                                                                                                                                                                                                                       Company
                                                                                                                                                                                                                                                       in
                                                                                                                                                                                                                                                       substantially
                                                                                                                                                                                                                                                       the
                                                                                                                                                                                                                                                       same
                                                                                                                                                                                                                                                       proportion
                                                                                                                                                                                                                                                       as
                                                                                                                                                                                                                                                       their
                                                                                                                                                                                                                                                       ownership
                                                                                                                                                                                                                                                       of
                                                                                                                                                                                                                                                       stock
                                                                                                                                                                                                                                                       of
                                                                                                                                                                                                                                                       the
                                                                                                                                                                                                                                                       Company.



 


(d)    
Method of Exercise. Options, to the extent then exercisable, may be exercised in whole
or in part at any time during the option period, by giving written notice to the Company specifying the number of shares of Stock
to be purchased, accompanied by payment in full of the purchase price, in cash, or by check or such other instrument as may be
acceptable to the Committee. As determined by the Committee, in its sole discretion, at or after grant, payment in full or in
part may be made at the election of the Optionee (i) in the form of Stock owned by the Optionee based on the Fair Market Value
of the Stock which is not the subject of any pledge or security interest, (ii) in the form of shares of Stock withheld by the
Company from the shares of Stock otherwise to be received with such withheld shares of Stock having a Fair Market Value equal
to the exercise price of the Option, or (iii) by a combination of the foregoing, such Fair Market Value determined by applying
the principles set forth in Section 5(a), provided that the combined value of all cash and cash equivalents and the Fair
Market Value of any shares surrendered to the Company is at least equal to such exercise price and except with respect to (ii)
above, such method of payment will not cause a disqualifying disposition of all or a portion of the Stock received upon exercise
of an Incentive Option. An Optionee shall have the right to dividends and other rights of a stockholder with respect to shares
of Stock purchased upon exercise of an Option at such time as the Optionee (i) has given written notice of exercise and has paid
in full for such shares, and (ii) has satisfied such conditions that may be imposed by the Company with respect to the withholding
of taxes.


 




    	5



     


    

 


(e)    
Non-transferability of Options. Options are not transferable and may be exercised
solely by the Optionee during his lifetime or after his death by the person or persons entitled thereto under his will or the
laws of descent and distribution. The Committee, in its sole discretion, may permit a transfer of a Nonqualified Option to (i)
a trust for the benefit of the Optionee, (ii) a member of the Optionee’s immediate family (or a trust for his or her benefit)
or (iii) pursuant to a domestic relations order. Any attempt to transfer, assign, pledge or otherwise dispose of, or to subject
to execution, attachment or similar process, any Option contrary to the provisions hereof shall be void and ineffective and shall
give no right to the purported transferee.


 


(f)     
Termination by Death. Unless otherwise determined by the Committee, if any Optionee’s
employment with or service to the Company or any Subsidiary terminates by reason of death, the Option may thereafter be exercised,
to the extent then exercisable (or on such accelerated basis as the Committee shall determine at or after grant), by the legal
representative of the estate or by the legatee of the Optionee under the will of the Optionee, for a period of one (1) year after
the date of such death (or, if later, such time as the Option may be exercised pursuant to Section 14(d) hereof) or until the
expiration of the stated term of such Option as provided under the Plan, whichever period is shorter.


 


(g)    
Termination by Reason of Disability. Unless otherwise determined by the Committee,
if any Optionee’s employment with or service to the Company or any Subsidiary terminates by reason of Disability (as defined
below), then any Option held by such Optionee may thereafter be exercised, to the extent it was exercisable at the time of termination
due to Disability (or on such accelerated basis as the Committee shall determine at or after grant), but may not be exercised
after ninety (90) days after the date of such termination of employment or service (or, if later, such time as the Option may
be exercised pursuant to Section 14(d) hereof) or the expiration of the stated term of such Option, whichever period is shorter;
provided, however, that, if the Optionee dies within such ninety (90) day period, any unexercised Option held by
such Optionee shall thereafter be exercisable to the extent to which it was exercisable at the time of death for a period of one
(1) year after the date of such death (or, if later, such time as the Option may be exercised pursuant to Section 14(d) hereof)
or for the stated term of such Option, whichever period is shorter. “Disability” shall mean an Optionee’s
total and permanent disability; due to his or her inability to engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous
period of not less than 12 months; provided, however, that if Disability is defined in an employment agreement between
the Company and the relevant Optionee, then, with respect to such Optionee, Disability shall have the meaning ascribed to it in
such employment agreement.


 


(h)   Termination
by Reason of Retirement.




 


(i)     Unless
otherwise determined by the Committee, if any Optionee’s employment with or service to the Company or any Subsidiary terminates
by reason of Normal Retirement or Early Retirement (as such terms are defined below), any Option held by such Optionee may thereafter
be exercised to the extent it was exercisable at the time of such Retirement (or on such accelerated basis as the Committee shall
determine at or after grant), but may not be exercised after ninety (90) days after the date of such termination of employment
or service (or, if later, such time as the Option may be exercised pursuant to Section 14(d) hereof) or the expiration of the
stated term of such Option, whichever date is earlier; provided, however, that, if the Optionee dies within such
ninety (90) day period, any unexercised Option held by such Optionee shall thereafter be exercisable, to the extent to which it
was exercisable at the time of death, for a period of one (1) year after the date of such death (or, if later, such time as the
Option may be exercised pursuant to Section 14(d) hereof) or for the stated term of such Option, whichever period is shorter


 




    	6



     


    

 


(ii)     For
purposes of this paragraph (h), “Normal Retirement” shall mean retirement from active employment with the Company
or any Subsidiary on or after the normal retirement date specified in the applicable Company or Subsidiary pension plan or if
no such pension plan, age 65, and “Early Retirement” shall mean retirement from active employment with the
Company or any Subsidiary pursuant to the early retirement provisions of the applicable Company or Subsidiary pension plan or
if no such pension plan, age 55.


 


(i)   Other
Terminations. Unless otherwise determined by the Committee upon grant, if any Optionee’s employment with or service
to the Company or any Subsidiary is terminated by such Optionee for any reason other than death, Disability, Normal Retirement
or Early Retirement or Good Reason (as defined below), the Option shall thereupon terminate, except that the portion of any Option
that was exercisable on the date of such termination of employment or service may be exercised for the lesser of ninety (90) days
after the date of termination (or, if later, such time as the Option may be exercised pursuant to Section 14(d) hereof) or the
balance of such Option’s term, which ever period is shorter. The transfer of an Optionee from the employ of or service to
the Company to the employ of or service to a Subsidiary, or vice versa, or from one Subsidiary to another, shall not be deemed
to constitute a termination of employment or service for purposes of the Plan.


 


(i)     In
the event that the Optionee’s employment or service with the Company or any Subsidiary is terminated by the Company or such
Subsidiary for Cause (as defined below) any unexercised portion of any Option shall immediately terminate in its entirety. For
purposes hereof, unless otherwise defined in an employment agreement between the Company and the relevant Optionee, “Cause”
shall exist upon a good-faith determination by the Board, following a hearing before the Board at which an Optionee was represented
by counsel and given an opportunity to be heard, that such Optionee has been accused of fraud, dishonesty or act detrimental to
the interests of the Company or any Subsidiary of the Company or that such Optionee has been accused of or convicted of an act
of willful and material embezzlement or fraud against the Company or any Subsidiary of the Company or of a felony under any state
or federal statute; provided, however, that it is specifically understood that Cause shall not include any act of
commission or omission in the good faith exercise of such Optionee’s business judgment as a director, officer or employee
of the Company, as the case may be, or upon the advice of counsel to the Company. Notwithstanding the foregoing, if Cause is defined
in an employment agreement between the Company and the relevant Optionee, then, with respect to such Optionee, Cause shall have
the meaning ascribed to it in such employment agreement.


 


(ii)     In
the event that an Optionee is removed as a director, officer or employee by the Company at any time other than for Cause or resigns
as a director, officer or employee for Good Reason, the Option granted to such Optionee may be exercised by the Optionee, to the
extent the Option was exercisable on the date such Optionee ceases to be a director, officer or employee. Such Option may be exercised
at any time within one (1) year after the date the Optionee ceases to be a director, officer or employee (or, if later, such time
as the Option may be exercised pursuant to Section 14(d) hereof), or the date on which the Option otherwise expires by its terms;
whichever period is shorter, at which time the Option shall terminate; provided, however, if the Optionee dies before
the Options terminate and are no longer exercisable, the terms and provisions of Section 5(f) shall control. For purposes of this
Section 5(i), and unless otherwise defined in an employment agreement between the Company and the relevant Optionee, “Good
Reason” shall exist upon the occurrence of the following:


 





		(A)	the
                                                                                                                                                                                                assignment
                                                                                                                                                                                                to
                                                                                                                                                                                                Optionee
                                                                                                                                                                                                of
                                                                                                                                                                                                any
                                                                                                                                                                                                duties
                                                                                                                                                                                                inconsistent
                                                                                                                                                                                                with
                                                                                                                                                                                                the
                                                                                                                                                                                                position
                                                                                                                                                                                                in
                                                                                                                                                                                                the
                                                                                                                                                                                                Company
                                                                                                                                                                                                that
                                                                                                                                                                                                Optionee
                                                                                                                                                                                                held
                                                                                                                                                                                                immediately
                                                                                                                                                                                                prior
                                                                                                                                                                                                to
                                                                                                                                                                                                the
                                                                                                                                                                                                assignment;


 




    	7



     


    

 


		(B)	a
                                                                                                                                                                                                Change
                                                                                                                                                                                                of
                                                                                                                                                                                                Control
                                                                                                                                                                                                resulting
                                                                                                                                                                                                in
                                                                                                                                                                                                a
                                                                                                                                                                                                significant
                                                                                                                                                                                                adverse
                                                                                                                                                                                                alteration
                                                                                                                                                                                                in
                                                                                                                                                                                                the
                                                                                                                                                                                                status
                                                                                                                                                                                                or
                                                                                                                                                                                                conditions
                                                                                                                                                                                                of
                                                                                                                                                                                                Optionee’s
                                                                                                                                                                                                participation
                                                                                                                                                                                                with
                                                                                                                                                                                                the
                                                                                                                                                                                                Company
                                                                                                                                                                                                or
                                                                                                                                                                                                other
                                                                                                                                                                                                nature
                                                                                                                                                                                                of
                                                                                                                                                                                                Optionee’s
                                                                                                                                                                                                responsibilities
                                                                                                                                                                                                from
                                                                                                                                                                                                those
                                                                                                                                                                                                in
                                                                                                                                                                                                effect
                                                                                                                                                                                                prior
                                                                                                                                                                                                to
                                                                                                                                                                                                such
                                                                                                                                                                                                Change
                                                                                                                                                                                                of
                                                                                                                                                                                                Control,
                                                                                                                                                                                                including
                                                                                                                                                                                                any
                                                                                                                                                                                                significant
                                                                                                                                                                                                alteration
                                                                                                                                                                                                in
                                                                                                                                                                                                Optionee’s
                                                                                                                                                                                                responsibilities
                                                                                                                                                                                                immediately
                                                                                                                                                                                                prior
                                                                                                                                                                                                to
                                                                                                                                                                                                such
                                                                                                                                                                                                Change
                                                                                                                                                                                                in
                                                                                                                                                                                                Control;
                                                                                                                                                                                                or



 


		(C)	the
                                                                                                                                                                                                failure
                                                                                                                                                                                                by
                                                                                                                                                                                                the
                                                                                                                                                                                                Company
                                                                                                                                                                                                to
                                                                                                                                                                                                continue
                                                                                                                                                                                                to
                                                                                                                                                                                                provide
                                                                                                                                                                                                Optionee
                                                                                                                                                                                                with
                                                                                                                                                                                                benefits
                                                                                                                                                                                                substantially
                                                                                                                                                                                                similar
                                                                                                                                                                                                to
                                                                                                                                                                                                those
                                                                                                                                                                                                enjoyed
                                                                                                                                                                                                by
                                                                                                                                                                                                Optionee
                                                                                                                                                                                                prior
                                                                                                                                                                                                to
                                                                                                                                                                                                such
                                                                                                                                                                                                failure.



 


(iii)     
Notwithstanding the foregoing, if Good Reason is defined in an employment agreement between
the Company and the relevant Optionee, then, with respect to such Optionee, Good Reason shall have the meaning ascribed to it
in such employment agreement.


 


(j)     
Limit on Value of Incentive Option. The aggregate Fair Market Value, determined as
of the date the Incentive Option is granted, of Stock for which Incentive Options are exercisable for the first time by any Optionee
during any calendar year under the Plan (and/or any other stock option plans of the Company or any Subsidiary) shall not exceed
$100,000.


 


6.      
Terms and Conditions of Restricted Stock. Restricted Stock may be granted under this
Plan aside from, or in association with, any other award and shall be subject to the following conditions and shall contain such
additional terms and conditions (including provisions relating to the acceleration of vesting of Restricted Stock upon a Change
of Control), not inconsistent with the terms of the Plan, as the Committee shall deem desirable:


 


(a)    
Grantee rights. A Grantee shall have no rights to an award of Restricted Stock unless
and until Grantee accepts the award within the period prescribed by the Committee and, if the Committee shall deem desirable,
makes payment to the Company in cash, or by check or such other instrument as may be acceptable to the Committee. After acceptance
and issuance of a certificate or certificates, as provided for below, the Grantee shall have the rights of a stockholder with
respect to Restricted Stock subject to the non-transferability and forfeiture restrictions described in Section 6(d) below;


 


(b)    
Issuance of Certificates. The Company shall issue in the Grantee’s name a certificate
or certificates for the shares of Common Stock associated with the award promptly after the Grantee accepts such award;


 


(c)    
Delivery of Certificates. Unless otherwise provided, any certificate or certificates
issued evidencing shares of Restricted Stock shall not be delivered to the Grantee until such shares are free of any restrictions
specified by the Committee at the time of grant;


 


(d)    
Forfeitability, Non-transferability of Restricted Stock. Shares of Restricted Stock
are forfeitable until the terms of the Restricted Stock grant have been satisfied. Shares of Restricted Stock are not transferable
until the date on which the Committee has specified such restrictions have lapsed. Unless otherwise provided by the Committee
at or after grant, distributions in the form of dividends or otherwise of additional shares or property in respect of shares of
Restricted Stock shall be subject to the same restrictions as such shares of Restricted Stock;


 




    	8



     


    

 


(e)    
Change of Control. Upon the occurrence of a Change in Control as defined in Section
5(c) above, the Committee may accelerate the vesting of outstanding Restricted Stock, in whole or in part, as determined by the
Committee in its sole discretion; or


 


(f)     
Termination of Employment. Unless otherwise determined by the Committee at or after
grant, in the event the Grantee ceases to be an employee or otherwise associated with the Company for any other reason, all shares
of Restricted Stock theretofore awarded to him which are still subject to restrictions shall be forfeited and the Company shall
have the right to complete the blank stock power. The Committee may provide (on or after grant) that restrictions or forfeiture
conditions relating to shares of Restricted Stock will be waived in whole or in part in the event of termination resulting from
specified causes, and the Committee may in other cases waive in whole or in part restrictions or forfeiture conditions relating
to Restricted Stock.


 


7.      
Term of Plan. No Option or award of Restricted Stock shall be granted pursuant to
the Plan on or after the date which is five (5) years from the effective date of the Plan, but Options and awards of Restricted
Stock theretofore granted may extend beyond that date.


 


8.     Capital
Change of the Company.




 


		(a)	In
                                                                                                                                                                                                                                                         the
                                                                                                                                                                                                                                                         event
                                                                                                                                                                                                                                                         of
                                                                                                                                                                                                                                                         any
                                                                                                                                                                                                                                                         merger,
                                                                                                                                                                                                                                                         reorganization,
                                                                                                                                                                                                                                                         consolidation,
                                                                                                                                                                                                                                                         recapitalization,
                                                                                                                                                                                                                                                         stock
                                                                                                                                                                                                                                                         dividend,
                                                                                                                                                                                                                                                         or
                                                                                                                                                                                                                                                         other
                                                                                                                                                                                                                                                         change
                                                                                                                                                                                                                                                         in
                                                                                                                                                                                                                                                         corporate
                                                                                                                                                                                                                                                         structure
                                                                                                                                                                                                                                                         affecting
                                                                                                                                                                                                                                                         the
                                                                                                                                                                                                                                                         Stock,
                                                                                                                                                                                                                                                         the
                                                                                                                                                                                                                                                         Committee
                                                                                                                                                                                                                                                         shall
                                                                                                                                                                                                                                                         make
                                                                                                                                                                                                                                                         an
                                                                                                                                                                                                                                                         appropriate
                                                                                                                                                                                                                                                         and
                                                                                                                                                                                                                                                         equitable
                                                                                                                                                                                                                                                         adjustment
                                                                                                                                                                                                                                                         in
                                                                                                                                                                                                                                                         the
                                                                                                                                                                                                                                                         number
                                                                                                                                                                                                                                                         and
                                                                                                                                                                                                                                                         kind
                                                                                                                                                                                                                                                         of
                                                                                                                                                                                                                                                         shares
                                                                                                                                                                                                                                                         reserved
                                                                                                                                                                                                                                                         for
                                                                                                                                                                                                                                                         issuance
                                                                                                                                                                                                                                                         under
                                                                                                                                                                                                                                                         the
                                                                                                                                                                                                                                                         Plan
                                                                                                                                                                                                                                                         and
                                                                                                                                                                                                                                                         in
                                                                                                                                                                                                                                                         the
                                                                                                                                                                                                                                                         number
                                                                                                                                                                                                                                                         and
                                                                                                                                                                                                                                                         option
                                                                                                                                                                                                                                                         price
                                                                                                                                                                                                                                                         of
                                                                                                                                                                                                                                                         shares
                                                                                                                                                                                                                                                         subject
                                                                                                                                                                                                                                                         to
                                                                                                                                                                                                                                                         outstanding
                                                                                                                                                                                                                                                         Options
                                                                                                                                                                                                                                                         granted
                                                                                                                                                                                                                                                         under
                                                                                                                                                                                                                                                         the
                                                                                                                                                                                                                                                         Plan,
                                                                                                                                                                                                                                                         to
                                                                                                                                                                                                                                                         the
                                                                                                                                                                                                                                                         end
                                                                                                                                                                                                                                                         that
                                                                                                                                                                                                                                                         after
                                                                                                                                                                                                                                                         such
                                                                                                                                                                                                                                                         event
                                                                                                                                                                                                                                                         each
                                                                                                                                                                                                                                                         Optionee’s
                                                                                                                                                                                                                                                         proportionate
                                                                                                                                                                                                                                                         interest
                                                                                                                                                                                                                                                         shall
                                                                                                                                                                                                                                                         be
                                                                                                                                                                                                                                                         maintained
                                                                                                                                                                                                                                                         (to
                                                                                                                                                                                                                                                         the
                                                                                                                                                                                                                                                         extent
                                                                                                                                                                                                                                                         possible)
                                                                                                                                                                                                                                                         as
                                                                                                                                                                                                                                                         immediately
                                                                                                                                                                                                                                                         before
                                                                                                                                                                                                                                                         the
                                                                                                                                                                                                                                                         occurrence
                                                                                                                                                                                                                                                         of
                                                                                                                                                                                                                                                         such
                                                                                                                                                                                                                                                         event.
                                                                                                                                                                                                                                                         The
                                                                                                                                                                                                                                                         Committee
                                                                                                                                                                                                                                                         shall,
                                                                                                                                                                                                                                                         to
                                                                                                                                                                                                                                                         the
                                                                                                                                                                                                                                                         extent
                                                                                                                                                                                                                                                         feasible,
                                                                                                                                                                                                                                                         make
                                                                                                                                                                                                                                                         such
                                                                                                                                                                                                                                                         other
                                                                                                                                                                                                                                                         adjustments
                                                                                                                                                                                                                                                         as
                                                                                                                                                                                                                                                         may
                                                                                                                                                                                                                                                         be
                                                                                                                                                                                                                                                         required
                                                                                                                                                                                                                                                         under
                                                                                                                                                                                                                                                         the
                                                                                                                                                                                                                                                         tax
                                                                                                                                                                                                                                                         laws
                                                                                                                                                                                                                                                         so
                                                                                                                                                                                                                                                         that
                                                                                                                                                                                                                                                         any
                                                                                                                                                                                                                                                         Incentive
                                                                                                                                                                                                                                                         Options
                                                                                                                                                                                                                                                         previously
                                                                                                                                                                                                                                                         granted
                                                                                                                                                                                                                                                         shall
                                                                                                                                                                                                                                                         not
                                                                                                                                                                                                                                                         be
                                                                                                                                                                                                                                                         deemed
                                                                                                                                                                                                                                                         modified
                                                                                                                                                                                                                                                         within
                                                                                                                                                                                                                                                         the
                                                                                                                                                                                                                                                         meaning
                                                                                                                                                                                                                                                         of
                                                                                                                                                                                                                                                         Section
                                                                                                                                                                                                                                                         424(h)
                                                                                                                                                                                                                                                         of
                                                                                                                                                                                                                                                         the
                                                                                                                                                                                                                                                         Code.
                                                                                                                                                                                                                                                         Appropriate
                                                                                                                                                                                                                                                         adjustments
                                                                                                                                                                                                                                                         shall
                                                                                                                                                                                                                                                         also
                                                                                                                                                                                                                                                         be
                                                                                                                                                                                                                                                         made
                                                                                                                                                                                                                                                         in
                                                                                                                                                                                                                                                         the
                                                                                                                                                                                                                                                         case
                                                                                                                                                                                                                                                         of
                                                                                                                                                                                                                                                         outstanding
                                                                                                                                                                                                                                                         Restricted
                                                                                                                                                                                                                                                         Stock
                                                                                                                                                                                                                                                         granted
                                                                                                                                                                                                                                                         under
                                                                                                                                                                                                                                                         the
                                                                                                                                                                                                                                                         Plan.



 


		(b)	The
                                                                                                                                                                                                                                                         adjustments
                                                                                                                                                                                                                                                         described
                                                                                                                                                                                                                                                         above
                                                                                                                                                                                                                                                         will
                                                                                                                                                                                                                                                         be
                                                                                                                                                                                                                                                         made
                                                                                                                                                                                                                                                         only
                                                                                                                                                                                                                                                         to
                                                                                                                                                                                                                                                         the
                                                                                                                                                                                                                                                         extent
                                                                                                                                                                                                                                                         consistent
                                                                                                                                                                                                                                                         with
                                                                                                                                                                                                                                                         continued
                                                                                                                                                                                                                                                         qualification
                                                                                                                                                                                                                                                         of
                                                                                                                                                                                                                                                         the
                                                                                                                                                                                                                                                         Option
                                                                                                                                                                                                                                                         under
                                                                                                                                                                                                                                                         Section
                                                                                                                                                                                                                                                         422
                                                                                                                                                                                                                                                         of
                                                                                                                                                                                                                                                         the
                                                                                                                                                                                                                                                         Code
                                                                                                                                                                                                                                                         (in
                                                                                                                                                                                                                                                         the
                                                                                                                                                                                                                                                         case
                                                                                                                                                                                                                                                         of
                                                                                                                                                                                                                                                         an
                                                                                                                                                                                                                                                         Incentive
                                                                                                                                                                                                                                                         Option)
                                                                                                                                                                                                                                                         and
                                                                                                                                                                                                                                                         Section
                                                                                                                                                                                                                                                         409A
                                                                                                                                                                                                                                                         of
                                                                                                                                                                                                                                                         the
                                                                                                                                                                                                                                                         Code.



 


9.      
Purchase for Investment/Conditions. Unless the Options and shares covered by the Plan
have been registered under the Securities Act of 1933, as amended (the “Securities Act”), or the Company has
determined that such registration is unnecessary, each person exercising or receiving Options or Restricted Stock under the Plan
may be required by the Company to give a representation in writing that such person is acquiring the securities for such person’s
own account for investment and not with a view to, or for sale in connection with, the distribution of any part thereof. The Committee
may impose any additional or further restrictions on awards of Options or Restricted Stock as shall be determined by the Committee
at the time of award.


 


10.   Taxes.


 


		(a)	The
                                                                                                                                                                                                                                                         Company
                                                                                                                                                                                                                                                         may
                                                                                                                                                                                                                                                         make
                                                                                                                                                                                                                                                         such
                                                                                                                                                                                                                                                         provisions
                                                                                                                                                                                                                                                         as
                                                                                                                                                                                                                                                         it
                                                                                                                                                                                                                                                         may
                                                                                                                                                                                                                                                         deem
                                                                                                                                                                                                                                                         appropriate,
                                                                                                                                                                                                                                                         consistent
                                                                                                                                                                                                                                                         with
                                                                                                                                                                                                                                                         applicable
                                                                                                                                                                                                                                                         law,
                                                                                                                                                                                                                                                         in
                                                                                                                                                                                                                                                         connection
                                                                                                                                                                                                                                                         with
                                                                                                                                                                                                                                                         any
                                                                                                                                                                                                                                                         Options
                                                                                                                                                                                                                                                         or
                                                                                                                                                                                                                                                         Restricted
                                                                                                                                                                                                                                                         Stock
                                                                                                                                                                                                                                                         granted
                                                                                                                                                                                                                                                         under
                                                                                                                                                                                                                                                         the
                                                                                                                                                                                                                                                         Plan
                                                                                                                                                                                                                                                         with
                                                                                                                                                                                                                                                         respect
                                                                                                                                                                                                                                                         to
                                                                                                                                                                                                                                                         the
                                                                                                                                                                                                                                                         withholding
                                                                                                                                                                                                                                                         of
                                                                                                                                                                                                                                                         any
                                                                                                                                                                                                                                                         taxes
                                                                                                                                                                                                                                                         (including
                                                                                                                                                                                                                                                         income
                                                                                                                                                                                                                                                         or
                                                                                                                                                                                                                                                         employment
                                                                                                                                                                                                                                                         taxes)
                                                                                                                                                                                                                                                         or
                                                                                                                                                                                                                                                         any
                                                                                                                                                                                                                                                         other
                                                                                                                                                                                                                                                         tax
                                                                                                                                                                                                                                                         matters.



 




    	9



     


    

 


		(b)	If
                                                                                                                                                                                                                                                         any
                                                                                                                                                                                                                                                         Grantee,
                                                                                                                                                                                                                                                         in
                                                                                                                                                                                                                                                         connection
                                                                                                                                                                                                                                                         with
                                                                                                                                                                                                                                                         the
                                                                                                                                                                                                                                                         acquisition
                                                                                                                                                                                                                                                         of
                                                                                                                                                                                                                                                         Restricted
                                                                                                                                                                                                                                                         Stock,
                                                                                                                                                                                                                                                         makes
                                                                                                                                                                                                                                                         the
                                                                                                                                                                                                                                                         election
                                                                                                                                                                                                                                                         permitted
                                                                                                                                                                                                                                                         under
                                                                                                                                                                                                                                                         Section
                                                                                                                                                                                                                                                         83(b)
                                                                                                                                                                                                                                                         of
                                                                                                                                                                                                                                                         the
                                                                                                                                                                                                                                                         Code
                                                                                                                                                                                                                                                         (that
                                                                                                                                                                                                                                                         is,
                                                                                                                                                                                                                                                         an
                                                                                                                                                                                                                                                         election
                                                                                                                                                                                                                                                         to
                                                                                                                                                                                                                                                         include
                                                                                                                                                                                                                                                         in
                                                                                                                                                                                                                                                         gross
                                                                                                                                                                                                                                                         income
                                                                                                                                                                                                                                                         in
                                                                                                                                                                                                                                                         the
                                                                                                                                                                                                                                                         year
                                                                                                                                                                                                                                                         of
                                                                                                                                                                                                                                                         transfer
                                                                                                                                                                                                                                                         the
                                                                                                                                                                                                                                                         amounts
                                                                                                                                                                                                                                                         specified
                                                                                                                                                                                                                                                         in
                                                                                                                                                                                                                                                         Section
                                                                                                                                                                                                                                                         83(b)),
                                                                                                                                                                                                                                                         such
                                                                                                                                                                                                                                                         Grantee
                                                                                                                                                                                                                                                         shall
                                                                                                                                                                                                                                                         notify
                                                                                                                                                                                                                                                         the
                                                                                                                                                                                                                                                         Company
                                                                                                                                                                                                                                                         of
                                                                                                                                                                                                                                                         the
                                                                                                                                                                                                                                                         election
                                                                                                                                                                                                                                                         with
                                                                                                                                                                                                                                                         the
                                                                                                                                                                                                                                                         Internal
                                                                                                                                                                                                                                                         Revenue
                                                                                                                                                                                                                                                         Service
                                                                                                                                                                                                                                                         pursuant
                                                                                                                                                                                                                                                         to
                                                                                                                                                                                                                                                         regulations
                                                                                                                                                                                                                                                         issued
                                                                                                                                                                                                                                                         under
                                                                                                                                                                                                                                                         the
                                                                                                                                                                                                                                                         authority
                                                                                                                                                                                                                                                         of
                                                                                                                                                                                                                                                         Code
                                                                                                                                                                                                                                                         Section
                                                                                                                                                                                                                                                         83(b).



 


		(c)	If
                                                                                                                                                                                                                                                         any
                                                                                                                                                                                                                                                         Grantee
                                                                                                                                                                                                                                                         shall
                                                                                                                                                                                                                                                         make
                                                                                                                                                                                                                                                         any
                                                                                                                                                                                                                                                         disposition
                                                                                                                                                                                                                                                         of
                                                                                                                                                                                                                                                         shares
                                                                                                                                                                                                                                                         of
                                                                                                                                                                                                                                                         Stock
                                                                                                                                                                                                                                                         issued
                                                                                                                                                                                                                                                         pursuant
                                                                                                                                                                                                                                                         to
                                                                                                                                                                                                                                                         the
                                                                                                                                                                                                                                                         exercise
                                                                                                                                                                                                                                                         of
                                                                                                                                                                                                                                                         an
                                                                                                                                                                                                                                                         Incentive
                                                                                                                                                                                                                                                         Option
                                                                                                                                                                                                                                                         under
                                                                                                                                                                                                                                                         the
                                                                                                                                                                                                                                                         circumstances
                                                                                                                                                                                                                                                         described
                                                                                                                                                                                                                                                         in
                                                                                                                                                                                                                                                         Section
                                                                                                                                                                                                                                                         421(b)
                                                                                                                                                                                                                                                         of
                                                                                                                                                                                                                                                         the
                                                                                                                                                                                                                                                         Code
                                                                                                                                                                                                                                                         (relating
                                                                                                                                                                                                                                                         to
                                                                                                                                                                                                                                                         certain
                                                                                                                                                                                                                                                         disqualifying
                                                                                                                                                                                                                                                         dispositions),
                                                                                                                                                                                                                                                         such
                                                                                                                                                                                                                                                         Grantee
                                                                                                                                                                                                                                                         shall
                                                                                                                                                                                                                                                         notify
                                                                                                                                                                                                                                                         the
                                                                                                                                                                                                                                                         Company
                                                                                                                                                                                                                                                         of
                                                                                                                                                                                                                                                         such
                                                                                                                                                                                                                                                         disposition
                                                                                                                                                                                                                                                         within
                                                                                                                                                                                                                                                         ten
                                                                                                                                                                                                                                                         (10)
                                                                                                                                                                                                                                                         days
                                                                                                                                                                                                                                                         thereof.



 


11.    
Effective Date of Plan. The Plan shall be effective on May 1, 2013; provided,
however, that if, and only if, certain options are intended to qualify as Incentive Stock Options, the Plan must subsequently
be approved by majority vote of the Company’s stockholders no later than May 1, 2014, and further, that in the event certain
Option grants hereunder are intended to qualify as performance-based compensation within the meaning of Section 162(m) of the
Code, the requirements as to stockholder approval set forth in Section 162(m) of the Code are satisfied.


 


12.   Amendment
and Termination.


 


(a) The Board
may amend, suspend, or terminate the Plan, except that no amendment shall be made that would impair the rights of any Participant
under any Option or Restricted Stock theretofore granted without the Participant’s consent, and except that no amendment
shall be made which, without the approval of the stockholders of the Company, would:


 


	 	(i)	materially
    increase the number of shares that may be issued under the Plan, except as is provided in Section 8;


 


	 	(ii)	materially
    increase the benefits accruing to the Participants under the Plan;


 


	 	(iii)	 materially
    modify the requirements as to eligibility for participation in the Plan;


 


	 	(iv)	decrease
    the exercise price of an Incentive Option to less than 100% of the Fair Market Value per share of Stock on the date of grant
    thereof or the exercise price of a Nonqualified Option to less than 100% of the Fair Market Value per share of Stock on the
    date of grant thereof;


 


	 	(v)	extend
    the term of any Option beyond that provided for in Section 5(b); or


 


	 	(vi)	except
    as otherwise provided in Sections 5(d) and 8 hereof, reduce the exercise price of outstanding Options or effect repricing
    through cancellations and re-grants of new Options.


 


(b) Subject to
the forgoing, the Committee may amend the terms of any Option theretofore granted, prospectively or retrospectively, but no such
amendment shall impair the rights of any Optionee without the Optionee’s consent.


 




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(c) It is the
intention of the Board that the Plan comply strictly with the provisions of Section 409A of the Code and Treasury Regulations
and other Internal Revenue Service guidance promulgated thereunder (the “Section 409A Rules”), as applicable,
and the Committee shall exercise its discretion in granting awards hereunder (and the terms of such awards), accordingly. The
Plan and any grant of an award hereunder may be amended from time to time (without, in the case of an award, the consent of the
Participant) as may be necessary or appropriate to comply with the Section 409A Rules. If the timing of any distribution under
this Plan would result in the imposition of tax penalties under Code Section 409A, (i) then such distribution will be made at
the earliest date after the specified payment date on which that distribution can be effected without resulting in such tax penalties;
(ii) the Company shall have no authority to accelerate any payment hereunder except as permitted under Code Section 409A and regulations
thereunder; and (iii) any rights of any Participant or retained authority of the Company with respect to awards hereunder shall
be automatically modified and limited to the extent necessary so that no Grantee will be deemed to be in constructive receipt
of income relating to the deferrals nor subject to any penalty under Code Section 409A.


 


13.  Government Regulations.
The Plan, and the grant and exercise of Options or Restricted Stock hereunder, and the obligation of the Company to sell and
deliver shares under such Options and Restricted Stock shall be subject to all applicable laws, rules and regulations, and to
such approvals by any governmental agencies, national securities exchanges and interdealer quotation systems as may be required.


 


14.   General Provisions.


 


(a) Certificates.
All certificates for shares of Stock delivered under the Plan shall be subject to such stop transfer orders and other restrictions
as the Committee may deem advisable under the rules, regulations and other requirements of the Securities and Exchange Commission,
or other securities commission having jurisdiction, any applicable Federal or state securities law, any stock exchange or interdealer
quotation system upon which the Stock is then listed or traded and the Committee may cause a legend or legends to be placed on
any such certificates to make appropriate reference to such restrictions.


 


(b) Employment
Matters. Neither the adoption of the Plan nor any grant or award under the Plan shall confer upon any Participant who is an
employee of the Company or any Subsidiary any right to continued employment or, in the case of a Participant who is a director,
continued service as a director, with the Company or a Subsidiary, as the case may be, nor shall it interfere in any way with
the right of the Company or any Subsidiary to terminate the employment of any of its employees, the service of any of its directors
or the retention of any of its consultants, attorneys or advisors at any time.


 


(c) Limitation
of Liability. No member of the Committee, or any officer or employee of the Company acting on behalf of the Committee, shall
be personally liable for any action, determination or interpretation taken or made in good faith with respect to the Plan, and
all members of the Committee and each and any officer or employee of the Company acting on their behalf shall, to the extent permitted
by law, be fully indemnified and protected by the Company in respect of any such action, determination or interpretation.


 


(d) Registration
of Stock. Notwithstanding any other provision in the Plan, no Option may be exercised unless and until the Stock to be issued
upon the exercise thereof has been registered under the Securities Act and applicable state securities laws, or are, in the opinion
of counsel to the Company, exempt from such registration in the United States. The Company shall not be under any obligation to
register under applicable federal or state securities laws any Stock to be issued upon the exercise of an Option granted hereunder
in order to permit the exercise of an Option and the issuance and sale of the Stock subject to such Option, although the Company
may in its sole discretion register such Stock at such time as the Company shall determine. If the Company chooses to comply with
such an exemption from registration, the Stock issued under the Plan may, at the direction of the Committee, bear an appropriate
restrictive legend restricting the transfer or pledge of the Stock represented thereby, and the Committee may also give appropriate
stop transfer instructions with respect to such Stock to the Company’s transfer agent.


 




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(e) Transferability
in accordance with SEC Release No. 33-7646 entitled “Registration of Securities on Form S-8,” as effective April 7,
1999. Notwithstanding anything to the contrary as may be contained in this Plan regarding rights as to transferability or
lack thereof, all options granted hereunder may and shall be transferable to the extent permitted in accordance with SEC Release
No. 33-7646 entitled “Registration of Securities on Form S-8,” as effective April 7, 1999, and in particular in accordance
with that portion of such Release which expands Form S-8 to include stock option exercised by family members so that the rules
governing the use of Form S-8 (i) do not impede legitimate intra-family transfer of options and (ii) may facilitate transfer for
estate planning purposes, all as more specifically defined in Article III, Sections A and B thereto, the contents of which are
herewith incorporated by reference.


 


15.  Non-Uniform Determinations.
The Committee’s determinations under the Plan, including, without limitation, (i) the determination of the Participants
to receive awards, (ii) the form, amount and timing of such awards, (iii) the terms and provisions of such awards and (ii) the
agreements evidencing the same, need not be uniform and may be made by it selectively among Participants who receive, or who are
eligible to receive, awards under the Plan, whether or not such Participants are similarly situated.


 


16.  Governing
Law. The validity, construction, and effect of the Plan and any rules and regulations relating to the Plan shall be determined
in accordance with the internal laws of the State of New York, without giving effect to principles of conflicts of laws, and applicable
federal law.


 




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