Exhibit
4.1


 


2017
INCENTIVE STOCK PLAN


 


This
2017 Incentive Stock Plan (the “Plan”) of Titan Computer Services, Inc., make available the amount of 3,000,000 shares
of common stock authorized but unissued. It is designed to retain directors, executives and selected employees and consultants and reward
them for making major contributions to the success of the Company. These objectives are accomplished by making long-term incentive awards
under the Plan thereby providing Participants with a proprietary interest in the growth and performance of the Company. The Company,
in its sole discretion, may authorize and file a Form S-8 Registration Statement covering the shares issued under the Plan if it is eligible
to file such a plan.


 


	1.	Definitions.



 


	(a)	“Board”
                                            - The Board of Directors of the Company.



 


	(b)	“Code”
                                            - The Internal Revenue Code of 1986, as amended from time to time.



 


	(c)	“Committee”
                                            - The Compensation Committee of the Company’s Board, or such other committee of the
                                            Board that is designated by the Board to administer the Plan, composed of not less than one
                                            member of the Board all of whom are disinterested persons, as contemplated by Rule 16b-3
                                            (“Rule 16b-3”) promulgated under the Securities Exchange Act of 1934, as amended
                                            (the “Exchange Act”).



 


	(d)	“Company”
                                            - Titan Computer Services, Inc. and its subsidiaries including subsidiaries of subsidiaries.



 


	(e)	“Exchange
                                            Act” - The Securities Exchange Act of 1934, as amended from time to time.



 


	(f)	“Fair
                                            Market Value” - The fair market value of the Company’s issued and outstanding
                                            Stock as determined in good faith by the Board or Committee.



 


	(g)	“Grant”
                                            - The grant of any form of stock option, stock award, or stock purchase offer, whether granted
                                            singly, in combination or in tandem, to a Participant pursuant to such terms, conditions
                                            and limitations as the Committee may establish in order to fulfill the objectives of the
                                            Plan.



 


	(h)	“Grant
                                            Agreement” - An agreement between the Company and a Participant that sets forth the
                                            terms, conditions and limitations applicable to a Grant.



 


	(i)	“Option”
                                            - Either an Incentive Stock Option, in accordance with Section 422 of Code, or a Nonstatutory
                                            Option, to purchase the Company’s Stock that may be awarded to a Participant under
                                            the Plan. A Participant who receives an award of an Option shall be referred to as an “Optionee.”



 


	(j)	“Participant”
                                            - A director, officer, employee or consultant of the Company to whom an Award has been made
                                            under the Plan.



 


	(k)	“Restricted
                                            Stock Purchase Offer” - A Grant of the right to purchase a specified number of shares
                                            of Stock pursuant to a written agreement issued under the Plan.



 


	(l)	“Securities
                                            Act” - The Securities Act of 1933, as amended from time to time.



 


	(m)	“Stock”
                                            - Authorized and issued or unissued shares of common stock of the Company.



 


	(n)	“Stock
                                            Award” - A Grant made under the Plan in stock or denominated in units of stock for
                                            which the Participant is not obligated to pay additional consideration.



 




    	 



    	 



    

 


	2.	Administration.
                                            The Plan shall be administered by the Board, provided however, that the Board may delegate
                                            such administration to the Committee. Subject to the provisions of the Plan, the Board and/or
                                            the Committee shall have authority to (a) grant, in its discretion, Incentive Stock Options
                                            in accordance with Section 422 of the Code, or Nonstatutory Options, Stock Awards or Restricted
                                            Stock Purchase Offers; (b) determine in good faith the fair market value of the Stock covered
                                            by any Grant; (c) determine which eligible persons shall receive Grants and the number of
                                            shares, restrictions, terms and conditions to be included in such Grants; (d) construe and
                                            interpret the Plan; (e) promulgate, amend and rescind rules and regulations relating to its
                                            administration, and correct defects, omissions and inconsistencies in the Plan or any Grant;
                                            (f) consistent with the Plan and with the consent of the Participant, as appropriate, amend
                                            any outstanding Grant or amend the exercise date or dates thereof; (g) determine the duration
                                            and purpose of leaves of absence which may be granted to Participants without constituting
                                            termination of their employment for the purpose of the Plan or any Grant; and (h) make all
                                            other determinations necessary or advisable for the Plan’s administration. The interpretation
                                            and construction by the Board of any provisions of the Plan or selection of Participants
                                            shall be conclusive and final. No member of the Board or the Committee shall be liable for
                                            any action or determination made in good faith with respect to the Plan or any Grant made
                                            thereunder.



 


	3.	Eligibility.



 


	(a)	General:
                                            The persons who shall be eligible to receive Grants shall be directors, officers, employees
                                            or consultants to the Company. The term consultant shall mean any person, other than an employee,
                                            who is engaged by the Company to render services and is compensated for such services. An
                                            Optionee may hold more than one Option. Any issuance of a Grant to an officer or director
                                            of the Company subsequent to the first registration of any of the securities of the Company
                                            under the Exchange Act shall comply with the requirements of Rule 16b-3.



 


	(b)	Incentive
                                            Stock Options: Incentive Stock Options may only be issued to employees of the Company.
                                            Incentive Stock Options may be granted to officers or directors, provided they are also employees
                                            of the Company. Payment of a director’s fee shall not be sufficient to constitute employment
                                            by the Company. The Company shall not grant an Incentive Stock Option under the Plan to any
                                            employee if such Grant would result in such employee holding the right to exercise for the
                                            first time in any one calendar year, under all Incentive Stock Options granted under the
                                            Plan or any other plan maintained by the Company, with respect to shares of Stock having
                                            an aggregate fair market value, determined as of the date of the Option is granted, in excess
                                            of $100,000. Should it be determined that an Incentive Stock Option granted under the Plan
                                            exceeds such maximum for any reason other than a failure in good faith to value the Stock
                                            subject to such option, the excess portion of such option shall be considered a Nonstatutory
                                            Option. To the extent the employee holds two (2) or more such Options which become exercisable
                                            for the first time in the same calendar year, the foregoing limitation on the exercisability
                                            of such Option as Incentive Stock Options under the Federal tax laws shall be applied on
                                            the basis of the order in which such Options are granted. If, for any reason, an entire Option
                                            does not qualify as an Incentive Stock Option by reason of exceeding such maximum, such Option
                                            shall be considered a Nonstatutory Option.



 


	(c)	Nonstatutory
                                            Option: The provisions of the foregoing Section 3(b) shall not apply to any Option designated
                                            as a “Nonstatutory Option” or which sets forth the intention of the parties that
                                            the Option be a Nonstatutory Option.



 


	(d)	Stock
                                            Awards and Restricted Stock Purchase Offers: The provisions of this Section 3 shall not
                                            apply to any Stock Award or Restricted Stock Purchase Offer under the Plan.



 


	4.	Stock.



 


	(a)	Authorized
                                            Stock: Stock subject to Grants may be either unissued or reacquired Stock.



 


	(b)	Number
                                            of Shares: Subject to adjustment as provided in Section 5(i) of the Plan, the total number
                                            of shares of Stock which may be purchased or granted directly by Options, Stock Awards or
                                            Restricted Stock Purchase Offers, or purchased indirectly through exercise of Options granted
                                            under the Plan shall not exceed 3,000,000. If any Grant shall for any reason terminate or
                                            expire, any shares allocated thereto but remaining unpurchased upon such expiration or termination
                                            shall again be available for Grants with respect thereto under the Plan as though no Grant
                                            had previously occurred with respect to such shares. Any shares of Stock issued pursuant
                                            to a Grant and repurchased pursuant to the terms thereof shall be available for future Grants
                                            as though not previously covered by a Grant.



 






    	 



    	 



    

 


	(c)	Reservation
                                            of Shares: The Company shall reserve and keep available at all times during the term
                                            of the Plan such number of shares as shall be sufficient to satisfy the requirements of the
                                            Plan. If, after reasonable efforts, which efforts shall not include the registration of the
                                            Plan or Grants under the Securities Act, the Company is unable to obtain authority from any
                                            applicable regulatory body, which authorization is deemed necessary by legal counsel for
                                            the Company for the lawful issuance of shares hereunder, the Company shall be relieved of
                                            any liability with respect to its failure to issue and sell the shares for which such requisite
                                            authority was so deemed necessary unless and until such authority is obtained.



 


	(d)	Application
                                            of Funds: The proceeds received by the Company from the sale of Stock pursuant to the
                                            exercise of Options or rights under Stock Purchase Agreements will be used for general corporate
                                            purposes.



 


	(e)	No
                                            Obligation to Exercise: The issuance of a Grant shall impose no obligation upon the Participant
                                            to exercise any rights under such Grant.



 


	5.	Terms
                                            and Conditions of Options. Options granted hereunder shall be evidenced by agreements
                                            between the Company and the respective Optionees, in such form and substance as the Board
                                            or Committee shall from time to time approve. The form of Incentive Stock Option Agreement
                                            and the forms of a Nonstatutory Stock Option Agreement for employees, for directors and for
                                            consultants, shall be prepared for each issuance. Option agreements need not be identical,
                                            and in each case may include such provisions as the Board or Committee may determine, but
                                            all such agreements shall be subject to and limited by the following terms and conditions:



 


	(a)	Number
                                            of Shares: Each Option shall state the number of shares to which it pertains.



 


	(b)	Exercise
                                            Price: Each Option shall state the exercise price, which shall be determined as follows:



 


	i.	Any
                                            Incentive Stock Option granted to a person who at the time the Option is granted owns (or
                                            is deemed to own pursuant to Section 424(d) of the Code) stock possessing more than ten percent
                                            (10%) of the total combined voting power or value of all classes of stock of the Company
                                            (“Ten Percent Holder”) shall have an exercise price of no less than 110% of the
                                            Fair Market Value of the Stock as of the date of grant; and



 


	ii.	Incentive
                                            Stock Options granted to a person who at the time the Option is granted is not a Ten Percent
                                            Holder shall have an exercise price of no less than 100% of the Fair Market Value of the
                                            Stock as of the date of grant.



 


For
the purposes of this Section 5(b), the Fair Market Value shall be as determined by the Board in good faith, which determination shall
be conclusive and binding; provided however, that if there is a public market for such Stock, the Fair Market Value per share shall be
the average of the bid and asked prices (or the closing price if such stock is listed on the NASDAQ National Market System or Small Cap
Issue Market) on the date of grant of the Option, or if listed on a stock exchange, the closing price on such exchange on such date of
grant.


 


	(c)	Medium
                                            and Time of Payment: The exercise price shall become immediately due upon exercise of
                                            the Option and shall be paid in cash or check made payable to the Company. Should the Company’s
                                            outstanding Stock be registered under Section 12(g) of the Exchange Act at the time the Option
                                            is exercised, then the exercise price may also be paid as follows:



 


	i.	in
                                            shares of Stock held by the Optionee for the requisite period necessary to avoid a charge
                                            to the Company’s earnings for financial reporting purposes and valued at Fair Market
                                            Value on the exercise date, or



 


	ii.	through
                                            a special sale and remittance procedure pursuant to which the Optionee shall concurrently
                                            provide irrevocable written instructions (a) to a Company designated brokerage firm to effect
                                            the immediate sale of the purchased shares and remit to the Company, out of the sale proceeds
                                            available on the settlement date, sufficient funds to cover the aggregate exercise price
                                            payable for the purchased shares plus all applicable Federal, state and local income and
                                            employment taxes required to be withheld by the Company by reason of such purchase and (b)
                                            to the Company to deliver the certificates for the purchased shares directly to such brokerage
                                            firm in order to complete the sale transaction.



 






    	 



    	 



    

 


At
the discretion of the Board, exercisable either at the time of Option grant or of Option exercise, the exercise price may also be paid
(i) by Optionee’s delivery of a promissory note in form and substance satisfactory to the Company and permissible under applicable
securities rules and bearing interest at a rate determined by the Board in its sole discretion, but in no event less than the minimum
rate of interest required to avoid the imputation of compensation income to the Optionee under the Federal tax laws, or (ii) in such
other form of consideration permitted by the State of New York corporations law as may be acceptable to the Board.


 


	(d)	Term
    and Exercise of Options: Any Option granted to an employee of the Company shall become exercisable over a period of no longer
    than five (5) years and no less than twenty percent (20%) of the shares covered thereby shall become exercisable annually unless
    the Board determines otherwise. No Option shall be exercisable, in whole or in part, prior to one (1) year from the date it is granted
    unless the Board shall specifically determine otherwise, as provided herein. In no event shall any Option be exercisable after the
    expiration of ten (10) years from the date it is granted, and no Incentive Stock Option granted to a Ten Percent Holder shall, by
    its terms, be exercisable after the expiration of five (5) years from the date of the Option. Unless otherwise specified by the Board
    or the Committee in the resolution authorizing such Option, the date of grant of an Option shall be deemed to be the date upon which
    the Board or the Committee authorizes the granting of such Option. Each Option shall be exercisable to the nearest whole share, in
    installments or otherwise, as the respective Option agreements may provide. During the lifetime of an Optionee, the Option shall
    be exercisable only by the Optionee and shall not be assignable or transferable by the Optionee, and no other person shall acquire
    any rights therein. To the extent not exercised, installments (if more than one) shall accumulate, but shall be exercisable, in whole
    or in part, only during the period for exercise as stated in the Option agreement, whether or not other installments are then exercisable.


 


	(e)	Termination
                                            of Status as Employee, Consultant or Director: If Optionee’s status as an employee
                                            shall terminate for any reason other than Optionee’s disability or death, then Optionee
                                            (or if the Optionee shall die after such termination, but prior to exercise, Optionee’s
                                            personal representative or the person entitled to succeed to the Option) shall have the right
                                            to exercise the portions of any of Optionee’s Incentive Stock Options which were exercisable
                                            as of the date of such termination, in whole or in part, not less than 30 days nor more than
                                            three (3) months after such termination (or, in the event of “termination for good
                                            cause” as that term is defined in New York case law related thereto, or by the terms
                                            of the Plan or the Option Agreement or an employment agreement, the Option shall automatically
                                            terminate as of the termination of employment as to all shares covered by the Option). With
                                            respect to Nonstatutory Options granted to employees, directors or consultants, the Board
                                            may specify such period for exercise, not less than 30 days (except that in the case of “termination
                                            for cause” or removal of a director, the Option shall automatically terminate as of
                                            the termination of employment or services as to shares covered by the Option, following termination
                                            of employment or services as the Board deems reasonable and appropriate. The Option may be
                                            exercised only with respect to installments that the Optionee could have exercised at the
                                            date of termination of employment or services. Nothing contained herein or in any Option
                                            granted pursuant hereto shall be construed to affect or restrict in any way the right of
                                            the Company to terminate the employment or services of an Optionee with or without cause.



 


	(f)	Disability
                                            of Optionee: If an Optionee is disabled (within the meaning of Section 22(e)(3) of the
                                            Code) at the time of termination, the three (3) month period set forth in Section 5(e) shall
                                            be a period, as determined by the Board and set forth in the Option, of not less than six
                                            months nor more than one year after such termination.



 


	(g)	Death
                                            of Optionee: If an Optionee dies while employed by, engaged as a consultant to, or serving
                                            as a Director of the Company, the portion of such Optionee’s Option which was exercisable
                                            at the date of death may be exercised, in whole or in part, by the estate of the decedent
                                            or by a person succeeding to the right to exercise such Option at any time within (i) a period,
                                            as determined by the Board and set forth in the Option, of not less than six (6) months nor
                                            more than one (1) year after Optionee’s death, which period shall not be more, in the
                                            case of a Nonstatutory Option, than the period for exercise following termination of employment
                                            or services, or



 






    	 



    	 



    

 


(ii)
during the remaining term of the Option, whichever is the lesser. The Option may be so exercised only with respect to installments exercisable
at the time of Optionee’s death and not previously exercised by the Optionee.


 


	(h)	Nontransferability
                                            of Option: No Option shall be transferable by the Optionee, except by will or by the
                                            laws of descent and distribution.



 


	(i)	Recapitalization:
                                            Subject to any required action of shareholders, the number of shares of Stock covered by
                                            each outstanding Option, and the exercise price per share thereof set forth in each such
                                            Option, shall be proportionately adjusted for any increase or decrease in the number of issued
                                            shares of Stock of the Company resulting from a stock split, stock dividend, combination,
                                            subdivision or reclassification of shares, or the payment of a stock dividend, or any other
                                            increase or decrease in the number of such shares affected without receipt of consideration
                                            by the Company; provided, however, the conversion of any convertible securities of the Company
                                            shall not be deemed to have been “effected without receipt of consideration”
                                            by the Company.



 


In
the event of a proposed dissolution or liquidation of the Company, a merger or consolidation in which the Company is not the surviving
entity, or a sale of all or substantially all of the assets or capital stock of the Company (collectively, a “Reorganization”),
unless otherwise provided by the Board, this Option shall terminate immediately prior to such date as is determined by the Board, which
date shall be no later than the consummation of such Reorganization. In such event, if the entity which shall be the surviving entity
does not tender to Optionee an offer, for which it has no obligation to do so, to substitute for any unexercised Option a stock option
or capital stock of such surviving of such surviving entity, as applicable, which on an equitable basis shall provide the Optionee with
substantially the same economic benefit as such unexercised Option, then the Board may grant to such Optionee, in its sole and absolute
discretion and without obligation, the right for a period commencing thirty (30) days prior to and ending immediately prior to the date
determined by the Board pursuant hereto for termination of the Option or during the remaining term of the Option, whichever is the lesser,
to exercise any unexpired Option or Options without regard to the installment provisions of Paragraph 6(d) of the Plan; provided, that
any such right granted shall be granted to all Optionees not receiving an offer to receive substitute options on a consistent basis,
and provided further, that any such exercise shall be subject to the consummation of such Reorganization.


 


Subject
to any required action of shareholders, if the Company shall be the surviving entity in any merger or consolidation, each outstanding
Option thereafter shall pertain to and apply to the securities to which a holder of shares of Stock equal to the shares subject to the
Option would have been entitled by reason of such merger or consolidation.


 


In
the event of a change in the Stock of the Company as presently constituted, which is limited to a change of all of its authorized shares
without par value into the same number of shares with a par value, the shares resulting from any such change shall be deemed to be the
Stock within the meaning of the Plan.


 


To
the extent that the foregoing adjustments relate to stock or securities of the Company, such adjustments shall be made by the Board,
whose determination in that respect shall be final, binding and conclusive.


 


Except
as expressly provided in this Section 5(i), the Optionee shall have no rights by reason of any subdivision or consolidation of shares
of stock of any class or the payment of any stock dividend or any other increase or decrease in the number of shares of stock of any
class, and the number or price of shares of Stock subject to any Option shall not be affected by, and no adjustment shall be made by
reason of, any dissolution, liquidation, merger, consolidation or sale of assets or capital stock, or any issue by the Company of shares
of stock of any class or securities convertible into shares of stock of any class.


 


The
Grant of an Option pursuant to the Plan shall not affect in any way the right or power of the Company to make any adjustments, reclassifications,
reorganizations or changes in its capital or business structure or to merge, consolidate, dissolve, or liquidate or to sell or transfer
all or any part of its business or assets.


 


	(j)	Rights
                                            as a Shareholder: An Optionee shall have no rights as a shareholder with respect to any
                                            shares covered by an Option until the effective date of the issuance of the shares following
                                            exercise of such Option by Optionee. No adjustment shall be made for dividends (ordinary
                                            or extraordinary, whether in cash, securities or other property) or distributions or other
                                            rights for which the record date is prior to the date such stock certificate is issued, except
                                            as expressly provided in Section 5(i) hereof.



 






    	 



    	 



    

 


	(k)	Modification,
                                            Acceleration, Extension, and Renewal of Options: Subject to the terms and conditions
                                            and within the limitations of the Plan, the Board may modify an Option, or, once an Option
                                            is exercisable, accelerate the rate at which it may be exercised, and may extend or renew
                                            outstanding Options granted under the Plan or accept the surrender of outstanding Options
                                            (to the extent not theretofore exercised) and authorize the granting of new Options in substitution
                                            for such Options, provided such action is permissible under Section 422 of the Code and applicable
                                            state securities rules. Notwithstanding the provisions of this Section 5(k), however, no
                                            modification of an Option shall, without the consent of the Optionee, alter to the Optionee’s
                                            detriment or impair any rights or obligations under any Option theretofore granted under
                                            the Plan.



 


	(l)	Exercise
                                            Before Exercise Date: At the discretion of the Board, the Option may, but need not, include
                                            a provision whereby the Optionee may elect to exercise all or any portion of the Option prior
                                            to the stated exercise date of the Option or any installment thereof. Any shares so purchased
                                            prior to the stated exercise date shall be subject to repurchase by the Company upon termination
                                            of Optionee’s employment as contemplated by Section 5(n) hereof prior to the exercise
                                            date stated in the Option and such other restrictions and conditions as the Board or Committee
                                            may deem advisable.



 


	(m)	Other
                                            Provisions: The Option agreements authorized under the Plan shall contain such other
                                            provisions, including, without limitation, restrictions upon the exercise of the Options,
                                            as the Board or the Committee shall deem advisable. Shares shall not be issued pursuant to
                                            the exercise of an Option, if the exercise of such Option or the issuance of shares thereunder
                                            would violate, in the opinion of legal counsel for the Company, the provisions of any applicable
                                            law or the rules or regulations of any applicable governmental or administrative agency or
                                            body, such as the Code, the Securities Act, the Exchange Act, applicable state securities
                                            rules, New York corporation law, and the rules promulgated under the foregoing or the rules
                                            and regulations of any exchange upon which the shares of the Company are listed. Without
                                            limiting the generality of the foregoing, the exercise of each Option shall be subject to
                                            the condition that if at any time the Company shall determine that (i) the satisfaction of
                                            withholding tax or other similar liabilities, or (ii) the listing, registration or qualification
                                            of any shares covered by such exercise upon any securities exchange or under any state or
                                            federal law, or (iii) the consent or approval of any regulatory body, or (iv) the perfection
                                            of any exemption from any such withholding, listing, registration, qualification, consent
                                            or approval is necessary or desirable in connection with such exercise or the issuance of
                                            shares thereunder, then in any such event, such exercise shall not be effective unless such
                                            withholding, listing registration, qualification, consent, approval or exemption shall have
                                            been effected, obtained or perfected free of any conditions not acceptable to the Company.



 


	(n)	Repurchase
                                            Agreement: The Board may, in its discretion, require as a condition to the Grant of an
                                            Option hereunder, that an Optionee execute an agreement with the Company, in form and substance
                                            satisfactory to the Board in its discretion (“Repurchase Agreement”), (i) restricting
                                            the Optionee’s right to transfer shares purchased under such Option without first offering
                                            such shares to the Company or another shareholder of the Company upon the same terms and
                                            conditions as provided therein; and (ii) providing that upon termination of Optionee’s
                                            employment with the Company, for any reason, the Company (or another shareholder of the Company,
                                            as provided in the Repurchase Agreement) shall have the right at its discretion (or the discretion
                                            of such other shareholders) to purchase and/or redeem all such shares owned by the Optionee
                                            on the date of termination of his or her employment at a price equal to: (A) the fair value
                                            of such shares as of such date of termination; or (B) if such repurchase right lapses at
                                            20% of the number of shares per year, the original purchase price of such shares, and upon
                                            terms of payment permissible under applicable state securities rules; provided that in the
                                            case of Options or Stock Awards granted to officers, directors, consultants or affiliates
                                            of the Company, such repurchase provisions may be subject to additional or greater restrictions
                                            as determined by the Board or Committee.



 


	6.	Stock
                                            Awards and Restricted Stock Purchase Offers.



 


	(a)	Types
                                            of Grants.



 


	i.	Stock
                                            Award. All or part of any Stock Award under the Plan may be subject to conditions established
                                            by the Board or the Committee, and set forth in the Stock Award Agreement, which may include,
                                            but are not limited to, continuous service with the Company, achievement of specific business
                                            objectives, increases in specified indices, attaining growth rates and other comparable measurements
                                            of Company performance. Such Awards may be based on Fair Market Value or other specified
                                            valuation. All Stock Awards will be made pursuant to the execution of a Stock Award Agreement.



 






    	 



    	 



    

 


	ii.	Restricted
                                            Stock Purchase Offer. A Grant of a Restricted Stock Purchase Offer under the Plan shall
                                            be subject to such (i) vesting contingencies related to the Participant’s continued
                                            association with the Company for a specified time and (ii) other specified conditions as
                                            the Board or Committee shall determine, in their sole discretion, consistent with the provisions
                                            of the Plan. All Restricted Stock Purchase Offers shall be made pursuant to a Restricted
                                            Stock Purchase Offer.



 


	(b)	Conditions
                                            and Restrictions. Shares of Stock that Participants may receive as a Stock Award under
                                            a Stock Award Agreement or Restricted Stock Purchase Offer under a Restricted Stock Purchase
                                            Offer may include such restrictions as the Board or Committee, as applicable, shall determine,
                                            including restrictions on transfer, repurchase rights, right of first refusal, and forfeiture
                                            provisions. When transfer of Stock is so restricted or subject to forfeiture provisions it
                                            is referred to as “Restricted Stock”. Further, with Board or Committee approval,
                                            Stock Awards or Restricted Stock Purchase Offers may be deferred, either in the form of installments
                                            or a future lump sum distribution. The Board or Committee may permit selected Participants
                                            to elect to defer distributions of Stock Awards or Restricted Stock Purchase Offers in accordance
                                            with procedures established by the Board or Committee to assure that such deferrals comply
                                            with applicable requirements of the Code including, at the choice of Participants, the capability
                                            to make further deferrals for distribution after retirement. Any deferred distribution, whether
                                            elected by the Participant or specified by the Stock Award Agreement, Restricted Stock Purchase
                                            Offers or by the Board or Committee, may require the payment be forfeited in accordance with
                                            the provisions of Section 6(c). Dividends or dividend equivalent rights may be extended to
                                            and made part of any Stock Award or Restricted Stock Purchase Offers denominated in Stock
                                            or units of Stock, subject to such terms, conditions and restrictions as the Board or Committee
                                            may establish.



 


	7.	Investment
                                            Intent. All Grants under the Plan are intended to be exempt from registration under
                                            the Securities Act provided by Rule 701 thereunder. Unless and until the granting of Options
                                            or sale and issuance of Stock subject to the Plan are registered under the Securities Act
                                            or shall be exempt pursuant to the rules promulgated thereunder, each Grant under the Plan
                                            shall provide that the purchases or other acquisitions of Stock thereunder shall be for investment
                                            purposes and not with a view to, or for resale in connection with, any distribution thereof.
                                            Further, unless the issuance and sale of the Stock have been registered under the Securities
                                            Act, each Grant shall provide that no shares shall be purchased upon the exercise of the
                                            rights under such Grant unless and until (i) all then applicable requirements of state and
                                            federal laws and regulatory agencies shall have been fully complied with to the satisfaction
                                            of the Company and its counsel, and (ii) if requested to do so by the Company, the person
                                            exercising the rights under the Grant shall (i) give written assurances as to knowledge and
                                            experience of such person (or a representative employed by such person) in financial and
                                            business matters and the ability of such person (or representative) to evaluate the merits
                                            and risks of exercising the Option, and (ii) execute and deliver to the Company a letter
                                            of investment intent and/or such other form related to applicable exemptions from registration,
                                            all in such form and substance as the Company may require. If shares are issued upon exercise
                                            of any rights under a Grant without registration under the Securities Act, subsequent registration
                                            of such shares shall relieve the purchaser thereof of any investment restrictions or representations
                                            made upon the exercise of such rights.


 






    	 



    	 



    

 

	8.	Amendment,
                                            Modification, Suspension or Discontinuance of the Plan. The Board may, insofar as
                                            permitted by law, from time to time, with respect to any shares at the time not subject to
                                            outstanding Grants, suspend or terminate the Plan or revise or amend it in any respect whatsoever,
                                            except that without the approval of the shareholders of the Company, no such revision or
                                            amendment shall (i) increase the number of shares subject to the Plan, (ii) decrease the
                                            price at which Grants may be granted, (iii) materially increase the benefits to Participants,
                                            or (iv) change the class of persons eligible to receive Grants under the Plan; provided,
                                            however, no such action shall alter or impair the rights and obligations under any Option,
                                            or Stock Award, or Restricted Stock Purchase Offer outstanding as of the date thereof without
                                            the written consent of the Participant thereunder. No Grant may be issued while the Plan
                                            is suspended or after it is terminated, but the rights and obligations under any Grant issued
                                            while the Plan is in effect shall not be impaired by suspension or termination of the Plan.
                                            In the event of any change in the outstanding Stock by reason of a stock split, stock dividend,
                                            combination or reclassification of shares, recapitalization, merger, or similar event, the
                                            Board or the Committee may adjust proportionally (a) the number of shares of Stock (i) reserved
                                            under the Plan, (ii) available for Incentive Stock Options and Nonstatutory Options and (iii)
                                            covered by outstanding Stock Awards or Restricted Stock Purchase Offers; (b) the Stock prices
                                            related to outstanding Grants; and (c) the appropriate Fair Market Value and other price
                                            determinations for such Grants. In the event of any other change affecting the Stock or any
                                            distribution (other than normal cash dividends) to holders of Stock, such adjustments as
                                            may be deemed equitable by the Board or the Committee, including adjustments to avoid fractional
                                            shares, shall be made to give proper effect to such event. In the event of a corporate merger,
                                            consolidation, acquisition of property or stock, separation, reorganization or liquidation,
                                            the Board or the Committee shall be authorized to issue or assume stock options, whether
                                            or not in a transaction to which Section 424(a) of the Code applies, and other Grants by
                                            means of substitution of new Grant Agreements for previously issued Grants or an assumption
                                            of previously issued Grants.



 


	9.	Tax
                                            Withholding. The Company shall have the right to deduct applicable taxes from any
                                            Grant payment and withhold, at the time of delivery or exercise of Options, Stock Awards
                                            or Restricted Stock Purchase Offers or vesting of shares under such Grants, an appropriate
                                            number of shares for payment of taxes required by law or to take such other action as may
                                            be necessary in the opinion of the Company to satisfy all obligations for withholding of
                                            such taxes. If Stock is used to satisfy tax withholding, such stock shall be valued based
                                            on the Fair Market Value when the tax withholding is required to be made.



 


	10.	Availability
                                            of Information. During the term of the Plan and any additional period during which
                                            a Grant granted pursuant to the Plan shall be exercisable, the Company shall make available,
                                            not later than one hundred and twenty (120) days following the close of each of its fiscal
                                            years, such financial and other information regarding the Company as is required by the bylaws
                                            of the Company and applicable law to be furnished in an annual report to the shareholders
                                            of the Company.



 


	11.	Notice.
                                            Any written notice to the Company required by any of the provisions of the Plan shall be
                                            addressed to the chief financial officer or to the chief executive officer of the Company,
                                            and shall become effective when it is received by the office of the chief personnel officer
                                            or the chief executive officer.



 


	12.	Indemnification
                                            of Board. In addition to such other rights or indemnifications as they may have as
                                            directors or otherwise, and to the extent allowed by applicable law, the members of the Board
                                            and the Committee shall be indemnified by the Company against the reasonable expenses, including
                                            attorneys’ fees, actually and necessarily incurred in connection with the defense of
                                            any claim, action, suit or proceeding, or in connection with any appeal thereof, to which
                                            they or any of them may be a party by reason of any action taken, or failure to act, under
                                            or in connection with the Plan or any Grant granted thereunder, and against all amounts paid
                                            by them in settlement thereof (provided such settlement is approved by independent legal
                                            counsel selected by the Company) or paid by them in satisfaction of a judgment in any such
                                            claim, action, suit or proceeding, except in any case in relation to matters as to which
                                            it shall be adjudged in such claim, action, suit or proceeding that such Board or Committee
                                            member is liable for negligence or misconduct in the performance of his or her duties; provided
                                            that within sixty (60) days after institution of any such action, suit or Board proceeding
                                            the member involved shall offer the Company, in writing, the opportunity, at its own expense,
                                            to handle and defend the same.



 


	13.	Governing
                                            Law. The Plan and all determinations made and actions taken pursuant hereto, to the
                                            extent not otherwise governed by the Code or the securities laws of the United States, shall
                                            be governed by the law of the State of New York and construed accordingly.



 


	14.	Effective
                                            and Termination Dates. The Plan shall become effective on the date it is approved
                                            by the holders of a majority of the shares of Stock then outstanding. The Plan shall terminate
                                            ten years later, subject to earlier termination by the Board pursuant to Section 8.