**Exhibit 10.8****COHESANT TECHNOLOGIES, INC.****2005 Long-Term Incentive Plan**     **1. ****Purpose of the Plan****.**This Cohesant Technologies Inc. Long-Term IncentivePlan (the “Plan”) is intended as an incentive to further the growth and profitability of CohesantTechnologies Inc. (the “Company”) and to encourage stock ownership on the part of (a) employees ofthe Company and its Affiliates, (b) consultants and advisers who provide significant services tothe Company and its Affiliates, and (c) directors of the Company who are not employees of theCompany. By encouraging such stock ownership, the Company seeks to attract, retain, and motivateEmployees, Consultants, and Directors with training, experience, and ability. All management andEmployees, Consultants and Directors of the Company are eligible to receive Awards under the Plan.     **2. ****Effective Date****.**The Plan shall become effective on March 17, 2005 (the“Effective Date”), subject to ratification by an affirmative vote of the holders of a majority ofthe Shares which are present, in person or by proxy, and entitled to vote at the 2005 AnnualMeeting of Stockholders.     **3. ****Administration****.**          **3.01****Administration of the Plan****.**The Plan shall be administered by the CompensationCommittee of the Board (the “Committee”). If any class of equity securities of the Company isregistered under section 12 of the Exchange Act, all members of the Committee will be “non-employeedirectors” as defined in Rule 16b-3(b)(2)(i) promulgated under the Exchange Act (or any successorrule of like tenor and effect) and “outside directors” as defined in Section 162(m) of the Code andthe regulations promulgated thereunder.          **3.02****Authority of the Committee****.**It shall be the duty of the Committee to administerthe Plan in accordance with the Plan’s provisions. Subject to the provisions of the Plan, theCommittee is authorized to establish, amend and rescind such rules and regulations as it may deemappropriate for its conduct and for the proper administration of the Plan, to make alldeterminations under and interpretations of, and to take such actions in connection with, the Planor the Awards granted thereunder as it may deem necessary or advisable, including, but not limitedto, the power to (a) determine which Employees and Consultants shall be granted Awards, (b)prescribe the terms and conditions of the Awards (other than the Options and Restricted Stockgranted to Non-Employee Directors pursuant to Section 8), (c) interpret the Plan and the Awards,(d) adopt such procedures and subplans as are necessary or appropriate to permit participation inthe Plan by Employees, Consultants and Directors who are foreign nationals or employed outside ofthe United States, (e) adopt rules for the administration, interpretation and application of thePlan as are consistent therewith, and (f) interpret, amend or revoke any such rules. Subject tothe terms and provisions of the Plan, the Committee, in its sole discretion, may grant, at any timeand from time to time as determined by the Committee, Options, SARs, Restricted Stock, or acombination thereof.          **3.03****Non-Employee Directors****.**Notwithstanding any contrary provision of this Section3, the Board shall administer Section 8 of the Plan, and the Committee shall exercise no discretionwith respect to Section 8. In the Board’s administration of Section 8 and the Options, RestrictedStock and any Shares granted to Non-Employee Directors, the Board shall have all of the authorityand discretion otherwise granted to the Committee with respect to the administration of the Plan.          **3.04****Decisions Binding****.**All actions, determinations and decisions made by theCommittee pursuant to the provisions of the Plan shall be final, conclusive, and binding on allpersons,
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and shall be given the maximum deference permitted by law. No member of the Committee shall beliable for any action taken or determination made relating to the Plan, except for gross negligenceor willful misconduct.          **3.05****Delegation by the Committee****.**The Committee, in its sole discretion and on suchterms and conditions as it may provide, may delegate all or any part of its authority and powersunder the Plan to the Chief Executive Officer of the Company; provided, however,that the Committee may not delegate its authority and powers (a) with respect to Section 16Persons, or (b) in any way which would jeopardize the Plan’s qualification under Section 162(m) ofthe Code or Rule 16b-3 of the Exchange Act.          **3.06****Indemnification****.**Each member of the Committee shall be indemnified by theCompany against costs, expenses and liabilities (other than amounts paid in settlements to whichthe Company does not consent, which consent shall not be unreasonably withheld) reasonably incurredby such member in connection with any action taken in relation to the Plan to which he or she maybe a party by reason of service as a member of the Committee, except in relation to matters as towhich he or she shall be adjudged in such action to be personally guilty of gross negligence orwillful misconduct in the performance of his or her duties. The foregoing right to indemnificationshall be in addition to such other rights as the Committee member may enjoy as a matter of law, byreason of insurance coverage of any kind, or otherwise.     **4. ****Stock Subject to Plan****.**          **4.01****Number of Shares****.**The stock subject to Awards under the Plan shall be shares ofthe common stock, $.001 par value, of Cohesant Technologies Inc. (the “Shares”). The Shares issuedpursuant to Awards granted under the Plan may be authorized and unissued Shares, Shares purchasedon the open market or in a private transaction, or Shares held as treasury stock. The aggregatenumber of Shares for which Awards may be granted under the Plan shall not exceed 300,000 Shares,subject to adjustment in accordance with the terms of Section 4.04 hereof.          **4.02****Lapsed Awards****.**Any Shares subject to an Award which for any reason expires or isterminated unexercised as to such Shares and any Shares reacquired by the Company pursuant to anyforfeiture hereunder may again be the subject of an Award under the Plan.          **4.03****Exercise; Proceeds****.**The Committee, in its sole discretion, may permit theexercise or issuance of any Award as to full Shares or fractional Shares. Proceeds from the saleof Shares under Awards shall constitute general funds of the Company.          **4.04****Stock Splits; Mergers; Reorganizations****.**               (a) In the event of a stock split, stock dividend, combination or exchange of shares, exchangefor other securities, reclassification, reorganization, redesignation or other change in theCompany’s capitalization, the aggregate number of Shares for which Awards may be granted under thisPlan, the number of Shares subject to outstanding Awards and the Exercise Price of the Sharessubject to outstanding Options shall be proportionately adjusted or substituted to reflect thesame. The Committee shall make such other adjustments to the Awards, the provisions of the Planand the Awards Agreements, which adjustments may provide for the elimination of fractional Shares.               (b) In the event of a change of the Company’s common stock resulting from a merger or similarreorganization as to which the Company is the surviving corporation, the number and kind of Shareswhich thereafter may be purchased pursuant to an Award under the Plan and the number and kind ofShares then subject to Options granted hereunder and the price per Share thereof shall be
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appropriately adjusted in such manner as the Committee may deem equitable to prevent dilution orenlargement of the rights available or granted hereunder.     **5. ****Stock Options****.**          **5.01****Grant of Options****.**Subject to the terms and provisions of the Plan, Options maybe granted to Employees and Consultants at any time and from time to time as determined by theCommittee in its sole discretion. The Committee, in its sole discretion, shall determine thenumber of Shares subject to each Option. The Committee may grant Incentive Stock Options,Nonqualified Stock Options, or a combination thereof. More than one Option may be granted to anindividual under the Plan.          **5.02****Award Agreement****.**               (a) Each Option shall be evidenced by an Award Agreement that shall specify the ExercisePrice, the expiration date of the Option, the number of Shares to which the Option pertains, anyconditions to exercise of the Option, and such other terms and conditions as the Committee, in itsdiscretion, shall determine. The Award Agreement shall specify whether the Option is intended tobe an Incentive Stock Option or a Nonqualified Stock Option.               (b) The Committee may grant Options having terms and provisions which vary from thosespecified in the Plan if such Options are granted in substitution for, or in connection with theassumption of, existing options granted by another corporation and assumed or otherwise agreed tobe provided for by the Company pursuant to or by reason of a transaction involving a corporatemerger, consolidation, acquisition of property or stock, separation, reorganization or liquidationto which the Company is a party.          **5.03****Exercise Price****.**Subject to the provisions of this Section 5.03, the ExercisePrice for each Option granted under the Plan shall be determined by the Committee in its solediscretion.               **5.03.1****Fair Market Value****.**The Exercise Price of any Option granted under the Planshall be not less than the Fair Market Value of a Share on the Grant Date.               **5.03.2****Incentive Stock Options****.**In the case of an Incentive Stock Option, noIncentive Stock Option may be granted to an Employee (together with persons whose stock ownershipis attributed to the Employee pursuant to Section 424(d) of the Code) who, on the Grant Date, isconsidered under Section 422(b)(6) of the Code to own stock possessing more than ten percent (10%)of the total combined voting power of all classes of stock of the Company or of its Parent or anySubsidiary corporation; provided, however, this restriction shall not apply if atthe time such Incentive Stock Option is granted the Exercise Price of such Incentive Stock Optionshall be at least 110% of the Fair Market Value of such Share.               **5.03.3****Substitute Options****.**Notwithstanding the provisions of Sections 5.03.1 and5.03.2, in the event that the Company or an Affiliate consummates a transaction described inSection 424(a) of the Code (*e.g.,*the acquisition of property or stock from an unrelatedcorporation), persons who become Employees or Consultants on account of such transaction may begranted Options in substitution for options granted by their former employer. If such substituteOptions are granted, the Committee, in its sole discretion and consistent with Section 424(a) ofthe Code, shall determine the exercise price of such substitute Options.          **5.04****Expiration of Options****.**               **5.04.1****Expiration Dates****.**Each Option shall terminate no later than the first to occurof the following events:
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     (a) The date for termination of the Option set forth in the writtenAward Agreement;     (b) The expiration of ten (10) years from the Grant Date (except asprovided in Section 5.08.4 regarding Incentive Stock Options);     (c) Upon Termination of Service For Cause;     (d) The expiration of ninety (90) days from the date and time of theParticipant’s Termination of Service for a reason other than theParticipant’s death, Disability, or Termination of Service For Cause;     (e) The expiration of one (1) year from the date of the Participant’sdeath or the Participant’s Termination of Service by reason of death orDisability (except as provided in Section 5.08.2 regarding Incentive StockOptions); or     (f) Upon the Committee’s determination that, after a Participant’sTermination of Service, the Participant engages or engaged in employment oractivities contrary, in the sole opinion of the Committee, to the bestinterests of the Company.               **5.04.2****Committee Discretion****.**Subject to the limits of Sections 5.04.1, the Committee,in its sole discretion, (a) shall provide in each Award Agreement when each Option expires andbecomes unexercisable, and (b) may, after an Option is granted, extend the maximum term of theOption (subject to Section 5.08.4 regarding Incentive Stock Options).          **5.05****Exercisability of Options****.**Options granted under the Plan will be exercisable atsuch times and be subject to such terms and conditions as the Committee shall determine in its solediscretion. After an Option is granted, the Committee, in its sole discretion, may accelerate theexercisability of the Option.          **5.06****Payment****.**Options shall be exercised by the Participant’s delivery of a writtennotice of exercise to the Company’s Chief Financial Officer or any other officer of the Companydesignated by the Committee to accept such notices on its behalf, specifying the number of Sharesfor which it is exercised.          On the date of exercise of an Option, the Participant or other person exercising the Optionshall make full payment of the Exercise Price (a) in cash; (b) with the consent of the Committee,by tendering previously acquired Shares which have been held by the Participant (valued at theirFair Market Value as of the date of tender); (c) with the consent of the Committee, and to theextent permitted by applicable law, with a full recourse promissory note of the Participant for theportion of the Exercise Price in excess of the par value of Shares subject to the Option, underterms and conditions determined by the Committee and in cash for the par value of the Shares; (d)with the consent of the Committee, any combination of (a), (b), or (c), or (e) with the consent ofthe Committee, if the Shares subject to the Option have been registered under the Securities Act,and there is a regular public market for the Shares, by delivering to the Company on the date ofexercise of the Option written notice of exercise together with:               (i) written instructions to forward a copy of such notice of exercise to a broker or dealer asdefined in Section 3(a)(4) and 3(a)(5) of the Exchange Act, and designated in such notice(“Broker”), and to deliver to the specified account maintained with the Broker by the personexercising the Option a certificate for the Shares purchased upon the exercise of the Option, and
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               (ii) a copy of irrevocable instructions to the Broker to deliver promptly to the Company a sumequal to the purchase price of the Shares purchased upon exercise of the Option.          If previously acquired Shares are to be used to pay the Exercise Price of an Incentive StockOption, the Company prior to such payment must be furnished with evidence satisfactory to it thatthe acquisition of such Shares and their transfer in payment of the exercise price satisfy therequirements of Section 422 of the Code and other applicable laws.          As soon as practicable after receipt of a written notification of exercise and full paymentfor the Shares purchased, the Company shall deliver to the Participant (or the Participant’sdesignated broker), Share certificates (which may be in book entry form) representing such Shares.          **5.07****Restrictions on Share Transferability****.**The Committee may impose suchrestrictions on any Shares acquired pursuant to the exercise of an Option as it may deem advisable,including, but not limited to, restrictions related to applicable federal securities laws, therequirements of the Nasdaq Stock Market or any national securities exchange or system upon whichShares are then listed or traded, or any blue sky or state securities laws.          **5.08****Certain Additional Provisions for Incentive Stock Options****.**Notwithstandinganything to the contrary contained in this Section 5, the following provisions shall apply to anyIncentive Stock Option granted pursuant to the Plan.               **5.08.1****Exercisability****.**The aggregate Fair Market Value (determined on the GrantDate(s)) of the Shares with respect to which Incentive Stock Options are exercisable for the firsttime by any Employee during any calendar year (under all plans of the Company and its Subsidiaries)shall not exceed $100,000. If an Incentive Stock Option which exceeds the $100,000 limitation ofthis Section 5.08.1 is granted, the portion of such Option which is exercisable for Shares inexcess of the $100,000 limitation shall be treated as a Nonqualified Stock Option pursuant toSection 422(d) of the Code. Except as otherwise expressly provided in the immediately precedingsentence, this Section 5.08.1 has no application to Options granted under the Plan as NonqualifiedStock Options.               **5.08.2****Termination of Service****.**No Incentive Stock Option may be exercised more thanthree (3) months after the Participant’s Termination of Service for any reason other thanDisability or death, unless (a) the Participant dies during such three-month period, or (b) theAward Agreement or the Committee permits later exercise, in which case the Incentive Stock Optionshall be deemed a Nonqualified Stock Option.               **5.08.3****Company and Subsidiaries Only****.**Incentive Stock Options may be granted only topersons who are Employees of the Company or a Subsidiary on the Grant Date.               **5.08.4****Expiration****.**No Incentive Stock Option may be exercised after the expiration often (10) years from the Grant Date; provided, however, that if the Option isgranted to an Employee who, together with persons whose stock ownership is attributed to theEmployee pursuant to Section 424(d) of the Code, owns stock possessing more than 10% of the totalcombined voting power of all classes of the stock of the Company or any of its Subsidiaries, theOption may not be exercised after the expiration of five (5) years from the Grant Date.
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     **6. ****Stock Appreciation Rights****.**          **6.01****Grant of SARs; Exercise Price and Other Terms****.**               (a) Subject to the terms and conditions of the Plan, the Committee may grant a SAR toEmployees and Consultants at any time and from time to time as shall be determined by theCommittee, in its sole discretion. The Committee shall have complete discretion to determine thenumber of SARs granted to any Participant. SARs must be stand-alone, not affiliated with anyOption. SARs may only relate to Shares traded on an established securities market.               (b) The Committee, subject to the provisions of the Plan, shall have complete discretion todetermine the terms and conditions of SARs granted under the Plan. However, the exercise price ofa SAR shall be not less than the Fair Market Value of a Share on the Grant Date. In no event shallan SAR granted to a Section 16 Person become exercisable in any period shorter than may bepermissible to maintain the Plan’s compliance with Rule 16b-3.          **6.02****Exercise of SARs****.**SARs shall be exercisable on such terms and conditions as theCommittee, in its sole discretion, shall determine. However, no SAR granted to a Section 16 Personshall be exercisable until the end of the shortest period as may be permissible to maintain thePlan’s compliance with Rule 16b-3.          **6.03****SAR Agreement****.**Each SAR grant shall be evidenced by an Award Agreement thatshall specify the exercise price, the term of the SAR, the conditions of exercise, and such otherterms and conditions as the Committee, in its sole discretion, shall determine.          **6.04****Expiration of SARs****.**An SAR granted under the Plan shall expire upon the datedetermined by the Committee, in its sole discretion, and set forth in the Award Agreement.Notwithstanding the foregoing, the rules of Section 5.04 also shall apply to SARs.          **6.05****Payment****.**Upon exercise of an SAR, a Participant shall be entitled to receivefrom the Company the number of Shares with respect to which the SAR is exercised.     **7. ****Restricted Stock****.**          **7.01****Grant of Restricted Stock****.**Subject to the terms and provisions of the Plan, theCommittee, at any time and from time to time, may grant Shares of Restricted Stock to Employees andConsultants in such amounts as the Committee, in its sole discretion, shall determine. TheCommittee, in its sole discretion, shall determine the number of Shares to be granted to eachParticipant.          **7.02****Restricted Stock Agreement****.**Each Award of Restricted Stock shall be evidenced byan Award Agreement that shall specify the Period of Restriction, if any, the number of Sharesgranted, any price to be paid for the Shares, and such other terms and conditions as the Committee,in its sole discretion, shall determine. Unless the Committee determines otherwise, Shares ofRestricted Stock shall be held by the Company or its designee as escrow agent until therestrictions on such Shares have lapsed.          **7.03****Transferability****.**Shares of Restricted Stock may not be sold, transferred,pledged, assigned, or otherwise alienated or hypothecated until the end of the applicable Period ofRestriction. In no event may Restricted Stock granted to a Section 16 Person be transferred priorto six (6) months following the Grant Date.          **7.04****Other Restrictions****.**The Committee, in its sole discretion, may impose such otherrestrictions on Shares of Restricted Stock as it may deem advisable or appropriate, in accordance
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with this Section 7.04. For example, the Committee may set restrictions based upon the achievementof specific performance objectives (Company-wide, divisional, or individual), applicable Federal orstate securities laws, or any other basis determined by the Committee in its discretion. TheCommittee, in its discretion, may legend the certificates representing Restricted Stock to giveappropriate notice of the restrictions applicable to such Shares.          **7.05****Removal of Restrictions****.**Shares of Restricted Stock covered by each RestrictedStock grant made under the Plan shall be released from escrow as soon as practicable after the lastday of the Period of Restriction. The Committee, in its discretion, may accelerate the time atwhich any restrictions shall lapse, and remove any restrictions. After the restrictions havelapsed, the Participant shall be entitled to have any legend or legends under Section 7.04 removedfrom his or her Share certificate, and the Shares shall be freely transferable by the Participant.          **7.06****Voting Rights****.**During the Period of Restriction, Participants holding Shares ofRestricted Stock granted hereunder may exercise full voting rights with respect to those Shares,unless otherwise provided in the Award Agreement.          **7.07****Dividends and Other Distributions****.**During the Period of Restriction,Participants holding Shares of Restricted Stock shall be entitled to receive all dividends andother distributions paid with respect to such Shares unless otherwise provided in the AwardAgreement. If any such dividends or distributions are paid in Shares, the Shares shall be subjectto the same restrictions on transferability and forfeitability as the Shares of Restricted Stockwith respect to which they were paid. With respect to Restricted Stock granted to a Section 16Person, any dividend or distribution that constitutes a “derivative security” or an “equitysecurity” under Section 16 of the Exchange Act shall be subject to a Period of Restriction equal tothe longer of: (a) the remaining Period of Restriction on the Shares of Restricted Stock withrespect to which the dividend or distribution is paid; or (b) six (6) months.          **7.08****Return of Restricted Stock to Company****.**On the date set forth in the AwardAgreement, the Restricted Stock for which restrictions have not lapsed shall revert to the Companyand again shall become available for grant under the Plan.     **8. ****Non-Employee Directors****.**          **8.01****Granting of Options****.**If any class of equity securities of the Company isregistered under Section 12 of the Exchange Act, the Board, in its sole discretion, will determinefrom time to time the number of Nonqualified Stock Options each Non-Employee Director will receiveunder the Plan. Future grants will cease and be suspended at any time that there are notsufficient Shares available under the Plan. Options granted pursuant to this Section 8 shall notbe designated as Incentive Stock Options.          **8.02****Terms of Options****.**               **8.02.1****Option Agreement****.**Each Option granted pursuant to this Section 8 shall beevidenced by a written stock option agreement which shall be executed by the Participant and theCompany.               **8.02.2****Exercise Price****.**The Exercise Price for the Shares subject to each Optiongranted pursuant to this Section 8 shall be 100% of the Fair Market Value of such Shares on theGrant Date.               **8.02.3****Exercisability****.**Each Option granted pursuant to this Section 8 shall becomeexercisable at such time or times as is determined by the Board, provided that no Option granted aNon-Employee Director may be exercised for at least one year after the date the Option is granted.If a
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Non-Employee Director incurs a Termination of Service, his or her Options which are not exercisableon the date of such Termination shall immediately terminate.               **8.02.4****Expiration of Options*****.***Each Option shall terminate upon the first to occur ofthe following events:     (a) The expiration of five (5) years from the Grant Date;     (b) The expiration of ninety (90) days from the date and time of theParticipant’s Termination of Service for a reason other than death orDisability; or     (c) The expiration of one (1) year from the date of the Participant’sdeath or Termination of Service by reason of death or Disability.               **8.02.5****Other Terms****.**All provisions of the Plan not inconsistent with this Section 8shall apply to Options granted to Non-Employee Directors; provided, however, thatSection 5.02 (relating to the Committee’s discretion to set the terms and conditions of Options)shall be inapplicable with respect to Non-Employee Directors.          **8.03****Elections by Non-Employee Directors***.*Pursuant to such procedures as the Board(in its discretion) may adopt from time to time, each Non-Employee Director may elect to foregoreceipt of all or a portion of committee fees and meeting fees otherwise due to the Non-EmployeeDirector in exchange for Shares. The number of Shares received by any Non-Employee Director shallequal the amount of foregone compensation divided by the Fair Market Value of a Share on the datethat the compensation otherwise would have been paid to the Non-Employee Director, rounded up tothe nearest whole number of Shares. The procedures adopted by the Board for elections under thisSection 8.03 shall be designed to ensure that any such election by a Non-Employee Director will notdisqualify him or her as a “non-employee director” under Rule 16b-3.          **8.04****Restricted Stock****.**Subject to the terms and conditions of the Plan, the Board,at any time and from time to time, may grant Shares of Restricted Stock to Non-Employee Directorsin such amounts as the Board, in its sole discretion, shall determine. The Board, in its solediscretion, shall determine the number of Shares to be granted to each Non-Employee Director.Awards of Restricted Stock to Non-Employee Directors shall be subject to the provisions of Section7 of this Plan; provided, however, that the Board shall have all of the authorityand discretion otherwise granted to the Committee with respect to the administration of Section 7regarding Non-Employee Directors only.     **9. ****Section ****162(m)****Deduction Qualification**. Except as otherwiseprovided in Section 9.05, the provisions of this Section 9 shall apply only to Awards of CoveredOfficers.          **9.01****Awards for Covered Officers****.**Any other provision of the Plan notwithstanding,all Awards to Covered Officers shall be made in a manner that allows for the full deductibility ofthe Award by the Company or its Subsidiaries under Section 162(m) of the Code; unless the Committeedetermines that compliance with Section 162(m) of the Code is not desired with respect to anyspecified Award or Awards. In addition, if changes are made to Code Section 162(m) to permitgreater flexibility with respect to any Award or Awards available under the Plan, the Committee maymake adjustments as it deems appropriate. All Awards for Covered Officers shall comply with theprovisions of this Section 9.          **9.02****Designation of Covered Officers****.**For each Performance Period, the Committee willdesignate which Participants are Covered Officers within 90 days of the beginning of the
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Performance Period (or such earlier or later date as is permitted or required by Section 162(m) ofthe Code).          **9.03****Establishment of Performance Goals and Awards for Covered Officers****.**Within 90days of the beginning of a Performance Period (or such earlier or later date as is permitted orrequired by Section 162(m) of the Code), the Committee shall in its sole discretion, for each suchPerformance Period: (a) determine and establish in writing one or more Performance Goalsapplicable to the Performance Period for each Covered Officer; and (b) either (i) assign eachCovered Officer a target Award expressed as a fixed number of Shares or a whole dollar amount or(ii) establish a payout table or formula for purposes of determining the Award payable to eachCovered Officer. Each payout table or formula: (a) shall be in writing; (b) shall be based on acomparison of actual performance to the Performance Goals; (c) may include a “floor” which is thelevel of achievement of the Performance Goal in which payout begins; and (d) shall provide for anactual Award equal to, less than or greater than the Covered Officer’s target Award, depending onthe extent to which actual performance approached, reached, or exceeded the Performance Goal. Suchpre-established Performance Goals and Awards must state, in terms of an objective formula orstandard, the method for computing the amount of the Award payable to each Covered Officer if thePerformance Goal is met. A formula or standard is objective if a third party having knowledge ofthe relevant performance results could calculate the amount to be paid to the Covered Officer. TheCommittee may from time to time establish any number of Performance Periods, Performance Goals andAwards for any Covered Officer running concurrently, in whole or in part, provided, that in sodoing the Committee does not jeopardize the Company’s deduction for such Awards under Section162(m) of the Code. The Committee may select different Performance Goals and Awards for differentCovered Officers.          **9.04****Certification of Achievement of Performance Goals and Amount of Awards****.**Afterthe end of each Performance Period, or such earlier date if the Performance Goals are achieved (andsuch date otherwise complies with Section 162(m) of the Code), the Committee shall certify inwriting, prior to the unconditional payment of any Award, that the Performance Goals for thePerformance Period and all other material terms of the Plan were satisfied and to what extent theywere satisfied. The Committee shall determine the actual Award for each Covered Officer based onthe payout table/formula established in Section 9.03, as the case may be. Extraordinary Eventsshall either be excluded or included in determining the extent to which the correspondingPerformance Goal has been achieved, whichever will produce the higher Award; provided,however, notwithstanding the attainment of specified Performance Goals, the Committee hasthe discretion to reduce or eliminate an Award that would otherwise be paid to any Participant,including any Covered Officer, based on the Committee’s evaluation of Extraordinary Events or otherfactors. Without limiting the manner of computing Awards set forth in the preceding sentence, withrespect to Covered Officers, the Committee may not under any circumstances increase the amount ofan Award.          **9.05****Maximum Award****.**Any other provision of the Plan notwithstanding, the maximumaggregate Awards payable to any Participant under the Plan during any one or more PerformancePeriods during a Fiscal Year shall not exceed 30,000 Shares, which maximum number of Shares shallbe adjusted pursuant to Section 4.04.     **10. ****Miscellaneous****.**          **10.01****Forfeiture****.**Notwithstanding anything in the Plan or in any Award Agreement tothe contrary, in the event of a breach of conduct by a Participant or former Participant(including, without limitation, any conduct prejudicial to or in conflict with the Company or anAffiliate), or any activity of a Participant or former Participant in competition with any of thebusinesses of the Company or an Affiliate, the Committee may (a) cancel any outstanding Awardgranted to the Participant, in whole or in part, whether or not vested, and/or (b) if such conductor activity occurs within one year following the exercise or payment of an Award, require theformer Participant to repay to the Company any gain
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realized or payment received upon the exercise or payment of such Award (with such gain orrepayment valued as of the date of exercise or payment). Such cancellation or repayment obligationshall be effective as of the date specified by the Committee. Any repayment obligation may besatisfied in Shares or cash or a combination thereof (based upon the Fair Market Value of theShares on the day prior to the date of payment), and the Committee may provide for an offset to anyfuture payments owed by the Company or Affiliate to such individual if necessary to satisfy therepayment obligation. The determination of whether any Participant or former Participant hasengaged in a breach of conduct or any activity in competition with any of the businesses of theCompany or an Affiliate shall be determined by the Committee in good faith and in its solediscretion.          **10.02****No Contract of Employment****.**Nothing in the Plan or in any Award or AwardAgreement shall confer on any Participant any right to continue in the employ or service of theCompany or any Parent or Subsidiary of the Company or interfere with the right of the Company toterminate such Participant’s employment or other services at any time. The establishment of thePlan shall in no way, now or hereafter, reduce, enlarge or modify the employment relationshipbetween the Company or any Parent or Subsidiary of the Company and the Participant. Awards grantedunder the Plan shall not be affected by any change of duties or position of the Participant withthe Company.          **10.03****Participation****.**No Employee or Consultant shall have the right to be selected toreceive an Award under this Plan, or, having been so selected, to be selected to receive a futureAward.          **10.04****Change in Control****.**In the event of a Change in Control, the Board of Directorsmay, in its discretion, make any or all outstanding Awards immediately exercisable or fully vestedto the extent of 100% of the Shares subject thereto notwithstanding any contrary waiting or vestingperiods specified in this Plan or in any applicable Award Agreement. In addition to the foregoing,the Board of Directors may, in its discretion, accelerate the exercisability or vesting of Awardsgranted under the Plan in circumstances that do not constitute a change in control as definedherein.          **10.05****Successors****.**All obligations of the Company under the Plan, with respect toAwards granted hereunder, shall be binding on any successor to the Company, whether the existenceof such successor is the result of a direct or indirect purchase, merger, consolidation, orotherwise, of all or substantially all of the business or assets of the Company.          **10.06****Beneficiary Designations****.**If permitted by the Committee, a Participant underthe Plan may name a beneficiary or beneficiaries to whom any vested but unpaid Award shall be paidin the event of the Participant’s death. Each such designation shall revoke all prior designationsby the Participant and shall be effective only if given in a form and manner acceptable to theCommittee. In the absence of any such designation, any vested benefits remaining unpaid at theParticipant’s death shall be paid to the Participant’s estate and, subject to the terms of the Planand of the applicable Award Agreement, any unexercised vested Award may be exercised by theadministrator or executor of the Participant’s estate.          **10.07****Nontransferability of Awards; Unfunded Plan****.**No Award granted under the Planmay be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than (a)by will or the laws of descent and distribution, (b) pursuant to a qualified domestic relationsorder (as defined in Section 401(a)(13) of the Code or Section 206(d)(3) of the Employee RetirementIncome Security Act of 1974, as amended, or (c) to the limited extent provided in Section 10.05;provided that in the case of an Incentive Stock Option, such transfer or assignment may occur onlyto the extent it will not result in disqualifying such option as an incentive stock option underSection 422 of the Code, or any successor provision. All rights with respect to an Award granted toa Participant shall be available during his or her lifetime only to the Participant or his or herguardian or legal representative. Notwithstanding the foregoing, to the extent provided in theapplicable Award Agreement, a Participant may transfer a Nonqualified Stock Option either (i) tomembers of his or her immediate family (as defined in Rule 16a-1
10

 
promulgated under the Exchange Act), to one or more trusts for the benefit of such family members,or to partnerships or other entities in which such family members are the only partners or owners,provided that the Participant does not receive any consideration for the transfer, or (ii) if suchtransfer is approved by the Committee. If such transfer is permitted under the Award Agreement,any Nonqualified Stock Option held by such transferees are subject to the same terms and conditionsthat applied to such Nonqualified Stock Options immediately prior to transfer based on thetransferor Participant’s continuing relationship with the Company. It is intended that the Plan bean “unfunded” plan for incentive compensation. The Plan does not give a Participant any interest,lien or claim against any specific asset of the Company. No Participant or beneficiary shall haveany rights under this Plan other than as a general unsecured creditor of the Company.          **10.08****No Rights as Stockholder****.**Except to the limited extent provided in Sections7.06 and 7.07, no Participant (nor any beneficiary) shall have any of the rights or privileges of astockholder of the Company with respect to any Shares issuable pursuant to an Award (or exercisethereof), unless and until certificates representing such Shares shall have been issued, recordedon the records of the Company or its transfer agents or registrars, and delivered to theParticipant (or beneficiary).          **10.09****Agreements and Representations of Optionees****.**As a condition to the exercise ofan Award, the Committee may, in its sole determination, require the Participant to represent inwriting that the Shares being purchased are being purchased only for investment and without anypresent intent at the time of the acquisition of such Shares to sell or otherwise dispose of thesame.          **10.10****Tax Withholding Requirements****.**               (a) The Company’s obligation to deliver Shares upon issuance or exercise of an Award shall besubject to the Participant’s satisfaction of all applicable federal, state or local tax withholdingobligations. Prior to the delivery of any Shares or cash pursuant to an Award (or exercisethereof), the Company shall have the power and the right to deduct or withhold from any salary,wages, or other compensation for services payable by the Company to or with respect to aParticipant, or require a Participant to remit to the Company, an amount sufficient to satisfy anyfederal, state, and local withholding tax liability (including the Participant’s FICA obligation)attributable to such Participant’s (or any beneficiary’s or personal representative’s) receipt ordisposition of Shares purchased or acquired under any Award or to take any such other action as itdeems necessary to enable it to satisfy any such tax withholding obligations.               (b) The Committee, in its sole discretion and pursuant to such procedures as it may specifyfrom time to time, may permit or require a Participant to satisfy all or part of the Participant’stax withholding liabilities in connection with an Award by (i) having the Company withholdotherwise deliverable Shares, or (ii) delivering to the Company already-owned Shares having a FairMarket Value equal to the amount required to be withheld. The amount of the withholdingrequirement shall be deemed to include any amount which the Committee determines, not to exceed theamount determined by using the minimum federal, state or local marginal income tax rates applicableto the Participant with respect to the Award on the date that the amount of tax to be withheld isto be determined. The Fair Market Value of the Shares to be withheld or delivered shall bedetermined as of the date that the taxes are required to be withheld.          **10.11****Exchanges****.**The Committee may permit the voluntary surrender of all ora portion of any Award granted under the Plan to be conditioned upon the granting to theParticipant of a new Award for the same or a different type and number of Shares as the Awardsurrendered, or may require such voluntary surrender as a condition precedent to a grant of a newAward to such Participant. Subject to the provisions of the Plan, such new Award shall be on suchother terms and conditions as are specified by the Committee at the time the new Award is granted.Upon surrender, the Awards
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surrendered shall be cancelled and the Shares previously subject to them shall be available for thegrant of other Awards.          **10.12****Repurchase of Shares by the Company****.**Any Shares purchased or acquired uponissuance or exercise of an Award may, in the sole discretion of the Committee, be subject torepurchase by or forfeiture to the Company if and to the extent and at the repurchase price, ifany, specifically set forth in the Award Agreement pursuant to which the Shares were purchased oracquired. Certificates representing Shares subject to such repurchase or forfeiture may be subjectto such escrow and stock legend provisions as may be set forth in the Award Agreement pursuant towhich the Shares were purchased or acquired.          **10.13****Confidentiality Agreements****.**Upon the Company’s request, each Participant shallexecute, prior to or contemporaneously with the grant of any Award hereunder, the Company’s thencurrent standard form of agreement relating to nondisclosure of confidential information,noncompetition and/or assignment of inventions and related matters.          **10.14****Compliance with Laws and Regulations****.**The Plan, the grant, issuance, andexercise of Awards thereunder, and the obligation of the Company to sell and deliver the Sharesunder such Awards, shall be subject to all applicable federal and state laws, rules and regulationsand to such approvals by any government or regulatory agency as may be required. Awards issuedunder the Plan shall not be exercisable prior to (a) the date upon which the Company shall haveregistered the Shares for which Awards may be issued hereunder under the Securities Act, and (b)the completion of any registration or qualification of such Shares under state law, or any rulingor regulation of any governmental body which the Company shall, in its sole discretion, determineto be necessary or advisable in connection therewith, or alternatively, unless the Company shallhave received an opinion from counsel to the Company stating that the grant, issuance, or exerciseof such Awards may be effected without registering the Shares subject to such Awards under theSecurities Act, or under state or other law.          **10.15****Expenses****.**All expenses and costs in connection with administration of the Planshall be borne by the Company.          **10.16****Limitation of Liability****.**The liability of the Company and itsAffiliates under this Plan or in connection with any grant, issuance, or exercise of an Award islimited to the obligations expressly set forth in the Plan and in any Award Agreements, and no termor provision of this Plan or of any Award Agreements shall be construed to impose any further oradditional duties, obligations or costs on the Company and its Affiliates not expressly set forthin the Plan or the Award Agreements.     **11. ****Amendment, Termination, and Duration****.**          **11.01****Amendment, Suspension, or Termination****.**The Committee may amend, modify, orterminate the Plan at any time without further action on the part of the stockholders of theCompany; provided, however, that (a) in no event shall any amendment be made to thePlan which would cause the Incentive Stock Option granted hereunder to fail to qualify as incentivestock options under the Code; (b) any amendment to the Plan which requires the approval of thestockholders of the Company under the Code or the regulations promulgated thereunder shall besubject to approval by the stockholders of the Company in accordance with the Code or suchregulations; and (c) any amendment to the Plan which requires the approval of the stockholders ofthe Company under any rules promulgated under the Exchange Act shall be subject to the approval ofthe stockholders of the Company in accordance with such rules. In addition, as required by Rule16b-3 of the Exchange Act, the provisions of Section 8 regarding the formula for determining theamount, exercise price, and timing of Non-Employee Director Options shall in no event be amendedmore than once every six (6) months, other than to comport with changes in the Code. No amendment,modification, suspension, or termination of the Plan shall in any
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manner adversely affect any Award previously granted to a Participant under the Plan without theconsent of the Participant or the transferee of such Award. No Award may be granted during anyperiod of suspension or after termination of the Plan.          With the consent of the Participant affected, the Committee may amend outstanding Awards orrelated agreements in a manner not inconsistent with the Plan. The Committee shall have the rightto amend or modify the terms and provisions of the Plan and of any outstanding Incentive StockOptions granted under the Plan to the extent necessary to qualify any or all such Incentive StockOptions for such favorable federal income tax treatment (including deferral of taxation uponexercise) as may be afforded incentive stock options under Section 422 of the Code.          **11.02****Term of the Plan****.**The Plan shall become effective on the Effective Date,subject to the approval of the Plan by the holders of a majority of the shares of common stock ofthe Company entitled to vote on, or within twelve months of, the date of the Plan’s adoption by theBoard, and all Awards granted prior to such approval shall be subject to such approval. The Planshall terminate on the tenth anniversary of the Effective Date, or such earlier date as may bedetermined by the Board. Termination of the Plan, however, shall not affect the rights ofParticipants under Awards previously granted to them, and all unexpired Awards shall continue inforce and operation after termination of the Plan except as they may lapse or be terminated bytheir own terms and conditions.     **12.****Definitions****.**As used in this Plan, the following words andphrases shall have the meanings indicated unless a different meaning is plainly required by thecontext:          **12.01****Affiliate****.**“Affiliate” means any corporation or any other entity (including,but not limited to, partnerships, limited liability corporations and joint ventures) controlling,controlled by, or under common control with the Company.          **12.02****Award****.**“Award” means, individually or collectively, a grant under the Plan ofNonqualified Stock Options, Incentive Stock Options, SARs, or Restricted Stock.          **12.03****Award Agreement****.**“Award Agreement” means the written agreement setting forththe terms and provisions applicable to each Award granted under the Plan.          **12.04****Board****.**“Board” means the Board of Directors of the Company.          **12.05****Change in Control****.**“Change in Control” of the Company shall be deemed to haveoccurred if, as a result of a tender offer, merger, consolidation, sale of assets or contestedelection, or any combination of the foregoing transactions (a “Transaction”), the persons who weredirectors of the Company immediately before the Transaction shall cease to constitute a majority ofthe Board or of any successor to the Company; provided, however, that any Transaction shall not bedeemed to be a change in control if the Transaction causing such change shall have been approved bythe affirmative vote of at least a majority of the members of the Board in office immediately priorto the change in control.          **12.06****Code****.**“Code” means the Internal Revenue Code of 1986, as amended. Reference toa specific section of the Code or regulation thereunder shall include such section or regulation,any valid regulation promulgated under such section, and any comparable provision of any futurelegislation or regulation amending, supplementing or superseding such section or regulation.          **12.07****Committee****.**“Committee” means the committee appointed by the Board (pursuant toSection 3.01) to administer the Plan.          **12.08****Company****.**“Company” means Cohesant Technologies Inc., a Delaware corporation,and any current or future Subsidiary or Parent thereof.
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          **12.09****Consultant****.**“Consultant” means any consultant, adviser, independent contractor,or other person who provides significant services to the Company or its Affiliates, but who isneither an Employee nor a Director.          **12.10****Covered Officers****.**“Covered Officers” means those Participants who the Committeedesignates, for each Performance Period, in order to maintain qualified performance-basedcompensation within the meaning of Code Section 162(m).          **12.11****Director****.**“Director” means any individual who is a member of the Board.          **12.12****Disability****.**“Disability” means any injury of the body or any disorder of thebody or mind which renders the Participant unable to perform the material and substantial duties ofhis regular employment by the Company at the time of the Company’s termination of employment by theCompany. The Company’s determination that a termination of employment was not a Disability relatedTermination of Service may be disputed by the Participant for purposes of any Award held by theParticipant under this Plan upon written notice to the Company’s Chief Financial Officer within 30days after termination of employment. If so disputed, the Company will promptly select aphysician, the Participant will promptly select a physician, and the physicians so selected willselect a third physician (“Independent Physician”) who will make a binding determination ofDisability for purposes of this Plan. The Participant will make himself available for and submit toexaminations by such physicians as may be directed by the Company. Failure of the Participant tosubmit to any examination or failure of the Independent Physician to make his determination within90 days after the date of the notice that the Participant disputed the Company’s determinationshall constitute acceptance of the Company’s determination as to Disability. If the decision ofthe Independent Physician upholds the Company’s determination, any outstanding Award held by theParticipant shall be exercisable for 30 days from the date of such decision (but not later than theexpiration of the date of the Award Agreement) to the extent that the Award was exercisable on thedate of the Participant’s termination of employment and thereafter the Award shall terminate.          **12.13****Employee****.**“Employee” means any officer, manager or employee of the Company orof an Affiliate, whether such employee is so employed at the time the Plan is adopted or becomes soemployed subsequent to the adoption of the Plan.          **12.14****Exchange Act****.**“Exchange Act” means the Securities Exchange Act of 1934, asamended. Reference to a specific section of the Exchange Act or regulation thereunder shallinclude such section or regulation, any valid regulation promulgated under such section, and anycomparable provision of any future legislation or regulation amending, supplementing or supersedingsuch section or regulation.          **12.15****Exercise Price****.**“Exercise Price” means the price at which a Share may bepurchased by a Participant pursuant to the exercise of an Option.          **12.16****Extraordinary Events****.**“Extraordinary Events” shall mean (a) asset write-downs;(b) litigation, claims, judgments, or settlements; (c) the effect of changes in tax law, accountingprinciples or other such laws or provisions affecting reported results; (d) accruals forreorganization and restructuring programs; (e) capital gains and losses, (f) special charges inconnection with mergers and acquisitions; and (g) any extraordinary non-recurring items asdescribed in Accounting Principles Board Opinion No. 30 and/or in management’s discussion andanalysis of financial condition and results of operation appearing or incorporated by reference inthe Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission for theapplicable year.          **12.17****Fair Market Value****.**If the Shares are publicly traded, the term “Fair MarketValue” shall mean (a) the closing price quoted in the Nasdaq Stock Market, if the Shares are soquoted,
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(b) the last quote reported by Nasdaq for small-cap issues, if the Shares are so quoted, (c) themean between the bid and asked prices as reported by Nasdaq, if the Shares are so quoted, or (d) ifthe Shares are listed on a securities exchange, the closing price at which the Shares are quoted onsuch exchange, in each case at the close of the date immediately before the Award is granted or, ifthere be no quotation or sale on that date, the next previous date on which the Shares were quotedor traded. In all other cases, Fair Market Value of the Shares shall be determined by and inaccordance with procedures established in good faith by the Committee and, with respect toIncentive Stock Options, conforming to regulations issued by the Internal Revenue Service regardingincentive stock options.          **12.18****Fiscal Year****.**“Fiscal Year” means the fiscal year of the Company.          **12.19****Grant Date****.**“Grant Date” means, with respect to an Award, the date that theCommittee acts to grant the Award or such later date as the Committee shall specify.          **12.20****Incentive Stock Option****.**“Incentive Stock Option” means an Option to purchaseShares which is designated as an Incentive Stock Option and is intended to meet the requirements ofSection 422 of the Code.          **12.21****Non-Employee Director****.**“Non-Employee Director” means a Director who is not anEmployee of the Company.          **12.22****Nonqualified Stock Option****.**“Nonqualified Stock Option” means an option topurchase Shares which does not meet the requirements of Section 422 of the Code.          **12.23****Option****.**“Option” means an Incentive Stock Option or a Nonqualified StockOption.          **12.24****Participant****.**“Participant” means an Employee, Consultant, or Non-EmployeeDirector who has an outstanding Award.          **12.25****Parent****.**“Parent” shall have the meaning set forth in Section 424(e) of theCode.          **12.26****Performance Goal****.**“Performance Goal” shall mean any one or more of thefollowing performance criteria:               (a) Income (loss) per common share from continuing operations as disclosed in the Company’sannual financial statements;               (b) Percentage increase in sales or gross margins, percentage decreases in expenses, orachievement of pre-determined goals or target levels, all as established by the Committee, in itsdiscretion, prior to the beginning of the vesting period.               (c) Income (loss) per common share or income (loss) per common share from continuingoperations, excluding (i) extraordinary charge(s); (ii) any accruals for restructuring programs,merger integration costs, or merger transaction costs; and/or (iii) other unusual or infrequentitems (whether gains or losses) as defined by generally accepted accounting principles (GAAP) whichare disclosed as a separate component of income or loss on the face of the income statement or asmay be disclosed in the notes to the financial statements (hereinafter “EPS”);               (d) Ratio of (i) operating profit, or other objective and specific income (loss) categoryresults to (ii) average common shares outstanding (adjustments to (i) in this paragraph may be madeat the time of the goal/target establishment by the Committee in its discretion);
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               (e) Share price;               (f) Total stockholder return expressed on a dollar or percentage basis as is customarilydisclosed in the proxy statement accompanying the notice of annual meetings of stockholders;               (g) Income (loss) (i) from continuing operations before extraordinary charge(s), (ii) beforeextraordinary charge(s), or (iii) net, as the case may be, adjusted to remove the effect of anyaccruals for restructuring programs or other unusual or infrequent items as defined by generallyaccepted accounting principles (GAAP) disclosed as a separate component of income on the face ofthe income statement or in the notes to the financial statements;               (h) Net income;               (i) Any of items (a) through (h) above with respect to any Parent, Subsidiary, Affiliate,division, business unit or business group of the Company whether or not such information isincluded in the Company’s consolidated financial statements; or               (j) Any other objective criteria established by the Committee prior to payment of any Awardbased on the criteria.          With respect to items (a), (b), (c) and (d) above, other terminology may be used for “income(loss) per common share” (such as “Basic EPS,” “earnings per common share,” “diluted EPS,” or“earnings per common share-assuming dilution”) as contemplated by Statement of Financial AccountingStandards No. 128.          **12.27****Performance Period****.**“Performance Period” means the Fiscal Year except in thefollowing cases: (a) the Employee’s service period within a Fiscal Year in the case of a new hireor promoted Employee; or (b) a period of service determined at the discretion of the Committeeprior to the expiration of more than 25% of the period. Notwithstanding any provision containedherein, Performance Periods of Awards granted to Section 16 Persons shall exceed six (6) months inlength (or such shorter period as may be permissible while maintaining compliance with Rule 16b-3).          **12.28****Period of Restriction****.**“Period of Restriction” means the period during whichshares of Restricted Stock are subject to forfeiture and/or restrictions on transferability.          **12.29****Plan****.**“Plan” means the Cohesant Technologies Inc. Long-Term Incentive Plan, asset forth in this instrument and as hereafter amended from time to time.          **12.30****Restricted Stock****.**“Restricted Stock” means an Award granted to a Participantpursuant to Section 7.          **12.31****Retirement****.**“Retirement” means, in the case of an Employee, a Termination ofService by a Participant who has attained the age of at least 59 1/2, who has been continuouslyemployed by the Company for at least five years, and who has entered into a written confidentialityand non-competition agreement with the Company (“Retirement Agreement”) in a form acceptable to theCommittee at the time of such termination of employment. With respect to a Consultant, noTermination of Service shall be deemed to be on account of “Retirement.” With respect to aNon-Employee Director, “Retirement” means termination of service on the Committee with the consentof the remaining Directors.          **12.32****Rule 16b-3****.**“Rule 16b-3” means Rule 16b-3 promulgated under the Exchange Act,as amended, and any future regulation amending, supplementing or superseding such regulation.
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          **12.33****Section 16 Person****.**“Section 16 Person” means a person who, with respect to theShares, is subject to Section 16 of the Exchange Act.          **12.34****Securities Act****.**“Securities Act” means the Securities Act of 1933, as amended.Reference to a specific section of the Securities Act or regulation thereunder shall include suchsection or regulation, any valid regulation promulgated under such section, and any comparableprovision of any future legislation or regulation amending, supplementing or superseding suchsection or regulation.          **12.35****Shares****.**“Shares” means the shares of the Company’s common stock, $.001 parvalue.          **12.36****Stock Appreciation Right or SAR****.**“Stock Appreciation Right” or “SAR” means astand-alone Award, granted independently of any Option, that pursuant to Section 6 is designated asan SAR.          **12.37****Subsidiary****.**“Subsidiary” means any entity in an unbroken chain of entitiesbeginning with the Company if each of the entities other than the last entity in the chain thenowns fifty percent (50%) or more of the total combined voting power in one of the other entities inthe chain.          **12.38****Termination of Service****.**“Termination of Service” means (a) in the case of anEmployee, a cessation of the employee-employer relationship between an Employee and the Company oran Affiliate for any reason, including, but not by way of limitation, a termination by resignation,discharge, death, Disability, Retirement, or the disaffiliation of an Affiliate, but excluding anysuch termination where there is a simultaneous re-employment by the Company or an Affiliate; (b) inthe case of a Consultant, a cessation of the service relationship between a Consultant and theCompany or an Affiliate for any reason, including, but not by way of limitation, a termination byresignation, discharge, death, Disability, or the disaffiliation of an Affiliate, but excluding anysuch termination where there is a simultaneous re-engagement of the Consultant by the Company or anAffiliate; and (c) in the case of a Non-Employee Director, a cessation of the Non-EmployeeDirector’s service on the Board for any reason. For purposes of the Plan, transfer of employmentof a Participant between the Company and any one of its Affiliates (or between Affiliates) shallnot be deemed a Termination of Service.          **12.39****Termination of Service For Cause****.**“Termination of Service For Cause” meansTermination of Service for (a) the commission of an act of dishonesty, including but not limited tomisappropriation of funds or property of the Company; (b) the engagement in activities or conductinjurious to the reputation of the Company; (c) the conviction or entry of a guilty or no contestplea to (i) a misdemeanor involving an act of moral turpitude or (ii) a felony; (d) the violationof any of the terms and conditions of any written agreement the Participant may have from time totime with the Company (following 30 days’ written notice from the Company specifying the violationand the Participant’s failure to cure such violation within such 30-day period); or (e) any refusalto comply with the written directives, policies or regulations established from time to time by theCompany.     **13. ****Legal Construction****.**          **13.01****Gender and Number****.**Except where otherwise indicated by the context, anymasculine term used herein also shall include the feminine; the plural shall include the singularand the singular shall include the plural.          **13.02****Severability****.**In the event any provision of the Plan shall be held illegal orinvalid for any reason, the illegality or invalidity shall not affect the remaining parts of thePlan, and the Plan shall be construed and enforced as if the illegal or invalid provision had notbeen included.
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          **13.03****Requirements of Law****.**The granting of Awards and the issuance of Shares underthe Plan shall be subject to all applicable laws, rules, and regulations, and to such approvals byany governmental agencies, the Nasdaq National Market, or national securities exchanges as may berequired.          **13.04****Compliance with Rule 16b-3****.**Transactions under this Plan with respect toSection 16 Persons are intended to comply with all applicable conditions of Rule 16b-3 of theExchange Act. To the extent any provision of the Plan, Award Agreement or action by the Committeefails to so comply, it shall be deemed null and void, to the extent permitted by law and deemedadvisable by the Committee. Notwithstanding any contrary provision of the Plan, if the Committeespecifically determines that compliance with Rule 16b-3 of the Exchange Act no longer is required,all references in the Plan to Rule 16b-3 of the Exchange Act shall be null and void.          **13.05****Governing Law****.**The Plan and all Award Agreements shall be construed inaccordance with and governed by the laws of the State of Delaware.          **13.06****Captions****.**Captions are provided herein for convenience only, and shall notserve as a basis for interpretation or construction of the Plan.Adopted: March 17, 2005
18