ex10-4.htm


    NORTHEAST
      BANCORP

    1999
      STOCK OPTION PLAN

    


    ARTICLE
      I

    The
      Plan

    


    1.1
      Establishment of the Plan.

    Northeast
      Bancorp, a Maine corporation (the "Company"), hereby establishes the "Northeast
      Bancorp 1999 Stock Option Plan" (hereinafter referred to as the
      "Plan").  The Plan permits the grant of incentives in the form of
      Nonqualified Stock Options, Incentive Stock Options, and any combination
      thereof.  Unless otherwise defined, all capitalized terms have the
      meaning ascribed to them in Article II.

    


    1.2
      Purpose.

    


    The
      purpose of the Plan is to advance the interests of the Company and its
      stockholders by offering officers, employees, and directors incentives that
      will
      promote the identification of their personal interests with the long-term
financial
      success of the Company and with growth in shareholder value.  The Plan
      is designed to strengthen the Company's ability to recruit, attract, and retain,
      highly qualified managers, consultants, and staff, and qualified and
knowledgeable
      independent directors capable of furthering the future success of the Company
      by
      encouraging the ownership of Shares (as defined below) by such employees and
      directors and to strengthen the mutuality of interest between employees and
      directors, on one hand, and the Company's stockholders, on the other
      hand.  The equity investments granted under the Plan are expected to
      provide employees with an incentive for productivity and to provide both
      employees and directors with an opportunity to share in the growth and value
      of
      the Company.

    


    ARTICLE
      II

    Definitions

    


    As
      used
      in this Plan, unless the context otherwise requires, the following capitalized
      terms are defined as follows:

    


    2.1
      "Award" shall mean any award under this Plan of any Stock
      Option.  Each separate grant of a Stock Option, and each group of
      Stock Options, which mature on a separate date is treated as a separate
      Award.

    


    2.2
      "Board" or "Board of Directors" means the Board of Directors of the Company,
      as
      constituted from time to time.

    


    2.3
      "Cause" means a determination by the Board of Directors that a

    


    Participant
      has: (a) engaged in any type of disloyalty to the Company, including without
      limitation fraud, embezzlement, theft, or dishonesty in the course of his or
      her
      employment or service, or has otherwise breached a duty owed to the Company,
      (b)
      been convicted of a misdemeanor involving moral turpitude or a felony, (c)
      pled
      nolo contendere to a felony, (d) disclosed trade secrets or confidential
      information of the Company to unauthorized parties, except as may be required
      by
      law, or (e) materially breached any material agreement with the Company, unless
      such agreement was materially breached first by the Company.

    


    2.4
      "Change of Control" shall have the meaning set forth in Section 7.2 of this
      Plan.

    


    2.5
      "Code" means the Internal Revenue Code of 1986, as amended, and the rules and
      regulations thereunder.  Reference to any provision of the Code or
      rule or regulation thereunder shall be deemed to include any amended or
      successor provision, rule, or regulation.

    


    2.6
      "Committee" means the committee appointed by the Board in accordance with
      Section 3.1 of the Plan, if one is appointed, to administer this
      Plan.  If no such committee has been appointed, the term Committee
      shall refer to the Board of Directors.

    


    2.7
      "Common Stock" or "Shares" means the shares of common stock, $1.00 par value
      per
      share, of the Company.

    


    2.8
      "Company" shall mean Northeast Bancorp or any successor thereto as provided
      in
      Section 11.8 hereto.

    


    2.9
      "Date
      of Exercise" means the date on which the Company receives notice of the exercise
      of a Stock Option in accordance with the terms of Section 6.8 of this
      Plan.

    


    2.10
      "Date of Grant" or "Award Date" shall be the date on which an Award is made
      by
      the Committee under this Plan.  Such date shall be the date designated
      in a resolution adopted by the Committee pursuant to which the Award is made;
      provided, however, that such date shall not be earlier than the date of such
      resolution and action thereon by the Committee.  In the absence of a
      date of grant or award being specifically set forth in the Committee's
      resolution, or a fixed method of computing such date, then the Date of Grant
      shall be the date of the Committee's resolution and action.

    


    2.11
      "Director" means any person who is a member of the Board of
      Directors.

    


    2.12
      "Employee" means any person who is an officer or full-time employee of the
      Company or any of its Subsidiaries and who receives from it regular compensation
      (other than pension, retirement allowance, retainer, or fee under
      contract).  An Employee does not include independent contractors or
      temporary employees.

    


    2.13
      "Exchange Act" means the Securities Exchange Act of 1934, as amended from time
      to time.

    


    2.14
      "Exercise Period" means the period during which a Stock Option may be
      exercised.

    


    2.15
      "Exercise Price" means the price for Shares at which a Stock Option may be
      exercised.

    


    2.16
      "Fair Market Value" of a share of Common Stock on a particular date shall be
      the
      closing price for a share of Common Stock as quoted on the American Stock
      Exchange ("AMEX"), or the National Association of Securities Dealers Automated
      Quotation System National Market ("Nasdaq-NMS"), or any other national
      securities exchange on which the Common Stock is listed (as reported by the
      Wall
      Street Journal or, if not reported thereby, any other authoritative source
      selected by the Committee), or if there is no trading on that date, on the
      next
      preceding date on which there were reported share prices.  If the
      Common Stock is quoted on any other inter-dealer quotation system (but not
      quoted by Nasdaq-NMS or any national securities exchange), then the Fair Market
      Value per Common Stock on a particular date shall be the mean of the bid and
      asked prices for a share of Common Stock as reported in the Wall Street Journal
      or, if not reported thereby, any other authoritative source selected by the
      Committee.  If the Common Stock is not quoted by the Nasdaq-NMS or any
      other inter-dealer quotation system, and are not listed on any national
      securities exchange,
      then the "Fair Market Value" of a share of Common Stock shall be determined
      by
      the Committee pursuant to any reasonable method adopted by it in good faith
      for
      such purpose.  In the case of an Incentive Stock Option, if the
      foregoing method of determining the fair market value is inconsistent with
      Section 422 of the Code, "Fair Market Value" shall be determined by the
      Committee in a manner consistent with the Code and shall mean the value as
      so
      determined.

    


    2.17
      "Incentive Stock Option" or "ISO" means any Stock Option awarded under this
      Plan
      intended to be and designated as an incentive stock option within the meaning
      of
      Section 422 of the Code.

    


    2.18
      "Non-Employee Director" shall have the meaning as set forth in, and interpreted
      under, Rule 16b-3(b)(3) promulgated by the SEC under the Exchange Act, or any
      successor definition adopted by the SEC.

    


    2.19
      "Nonqualified Stock Option" means any Stock Option awarded under this Plan
      which
      is not an Incentive Stock Option.

    


    2.20
      "Participant" means each Employee or Director to whom an Award has been granted
      under this Plan.

    


    2.21
      "Payment Shares" shall have the meaning set forth in Section 6.8(b) of this
      Plan.

    


    2.22
      "Person" shall mean an individual, partnership, corporation, limited liability
      company or partnership, trust, joint venture, unincorporated association, or
      other entity or association.

    


    2.23
      "Plan" means this Northeast Bancorp 1999 Stock Option Plan as defined in Section
      1.1 hereof.

    


    2.24
      "SEC" means the Securities and Exchange Commission.

    


    2.25
      "Securities Act" means the Securities Act of 1933, as amended from time to
      time.

    


    2.26
      "Stock Option" means any Incentive Stock Option or Nonqualified Stock Option
      to
      purchase Common Stock that is awarded under this Plan.

    


    2.27
      "Stock Option Agreement" means the written agreement between the Company and
      a
      Participant implementing the grant of, and evidencing and reflecting the terms
      of, an Award.

    


    2.28
      "Subsidiary" or "Subsidiaries" means any corporation or corporations other
      than
      the Company organized under the laws of the United States or any other
      jurisdiction that the Board of Directors designates, in an unbroken chain of
      corporations beginning with the Company if each corporation other than the
      last
      corporation in the unbroken chain owns more than 50% of the total combined
      voting power of all classes of stock in one of the other corporation in such
      chain.

    


    ARTICLE
      III

    Administration
      of the Plan

    


    3.1
      The Committee.

    


    This
      Plan
      shall be administered by the Committee, subject to such terms and conditions
      as
      the Board may prescribe from time to time.  Pursuant to applicable
      provisions of the Company's Articles of Incorporation, as amended, and Bylaws,
      the Committee, which shall be appointed by the Board, shall consist of no fewer
      than three (3) members of the Board.  Members of the Committee shall
      serve for such period of time as the Board may determine.  From time
      to time the Board may increase the size of the Committee and appoint additional
      members, remove members (with or without cause), and appoint new members, fill
      vacancies however caused, and remove all members and thereafter directly
      administer the Plan.  During such times as the Company's Common Stock
      is registered under the Exchange Act, all members of the Committee shall be
      Non-Employee Directors and "outside directors" as defined under Section
      162(m)(4) (C)(i) of the Code.

    


    3.2
      Duties and Powers of the Committee.

    


    Subject
      to the express provisions of this Plan, the Committee shall have all the power
      and authority to, and shall be authorized to take any and all actions required,
      necessary, or desirable to administer the Plan.  In addition to any
      other powers, subject to the provisions of the Plan, the Committee shall have
      the following powers:

    


           (a)
      subject to Section 3.3 of this Plan, to select the Employees and Directors
      to
      whom Awards may from time to time be granted pursuant to this Plan;

    


           (b)
      to determine all questions as to eligibility;

    


           (c)
      to determine the number of shares of Common Stock to be covered by each Award
      granted under this Plan;

    


           (d)
      subject to the limitations set forth in Section 4.1 of this Plan, to determine
      whether and to what extent Incentive Stock Options, Nonqualified Stock Options,
      or any combination thereof, are to be granted or awarded hereunder;

    


           (e)
      to determine the terms and conditions (to the extent not inconsistent with
      this
      Plan) of any Award granted hereunder, all provisions of each Stock Option
      Agreement, which provisions need not be identical (including, but not limited
      to, the Exercise Price, the Exercise Period, any restriction or limitation,
      any
      vesting schedule or acceleration thereof, or any forfeiture restrictions or
      waiver thereof, regarding any Stock Option or other Award and the Common Stock
      relating thereto, based on such factors as the Committee shall determine, in
      its
      sole discretion);

    


           (f)
      to determine whether, and to what extent, and under what circumstances grants
      of
      Stock Options under this Plan are to operate on a tandem basis and/or in
      conjunction with or apart from other cash awards made by the Company outside
      of
      this Plan;

    


           (g)
      to determine whether and under what circumstances a Stock Option may be settled
      in cash, Common Stock, or any combination thereof under Section 6.8 of this
      Plan;

    


           (h)
      to determine whether, and to what extent, and under what circumstances shares
      of
      Common Stock under this Plan shall be deferred either automatically or at the
      election of the Participant;

    


           (i)
      to prescribe, amend, waive, or rescind rules or regulations relating to the
      Plan's administration;

    


           (j)
      to accelerate the vesting or Exercise Date of any Award, or to waive compliance
      by a holder of an Award of any obligation to be performed by such holder or
      the
      terms and conditions of an Award;

    


           (k)
      to construe and interpret the provisions of the Plan or any Stock Option
      Agreement;

    


           (l)
      to amend the terms of previously granted Awards so long as the terms as amended
      are consistent with the terms of the Plan and provided that the consent of
      the
      Participant is obtained with respect to any amendment that would be detrimental
      to the Participant;

    


           (m)
      require, whether or not provided for in the pertinent Stock Option Agreement,
      of
      any person exercising a Stock Option, or otherwise receiving an Award, at the
      time of such exercise or receipt, the making of any representations or
      agreements that the Board of Directors or Committee may deem necessary or
      advisable in order to comply with the securities laws of the United States
      or of
      any applicable jurisdiction;

    


           (n)
      to delegate to an appropriate officer of the Corporation the authority to select
      Employees for Awards and to recommend to the Committee the components of the
      Award to each, including vesting requirements, subject in each case to final
      approval by the Committee of the selection of the Employee and the
      Award;

    


           (o)
      to authorize any person to execute on behalf of the Company any instrument
      required to effectuate an Award or to take such other actions as may be
      necessary or appropriate with respect to the Company's rights pursuant to Awards
      or agreements relating to the Awards or the exercise thereof; and

    


           (p)
      to make all other determinations and take all other actions necessary or
      advisable for the administration of the Plan.

    


    3.3
      Awards to Members of the Committee.

    


    Each
      Award granted to a Director or members of the Committee shall be approved by
      the
      entire Board of Directors and shall be evidenced by minutes of a meeting or
      the
      written consent of the Board of Directors and a Stock Option
      Agreement.

    


    3.4
      Requirements Relating to Section 162(m) of the Code.

    


    Any
      provision of this Plan notwithstanding:  (a) transactions with respect
      to persons whose remuneration is subject to the provisions of Section 162(m)
      of
      the Code shall conform to the requirements of Section 162(m)(4)(C) of the Code
      unless the Committee determines otherwise; (b) the Plan is intended to give
      the
      Committee the authority to grant Awards that qualify as performance-based
      compensation under Section 162(m)(4)(C) of the Code as well as Awards that
      do
      not qualify; and (c) any provision of the Plan that would prevent the Committee
      from exercising the authority referred to in Section 3.4(b) of this Plan or
      that
      would prevent an Award that the Committee intends to qualify as
      performance-based compensation under Section 162(m)(4)(C) of the Code from
      so
      qualifying shall be administered, interpreted, and construed to carry out the
      Committee's intention and any provision that cannot be so administered,
      interpreted, and construed shall to that extent be disregarded.

    


    3.5
      Decisions Final and Binding.

    


    All
      decisions, determinations, and actions taken by the Committee, and the
      interpretation and construction of any provision of the Plan or any Stock Option
      Agreement by the Committee shall be final, conclusive, and binding, unless
      otherwise determined by the Board.

    


    3.6
      Limitation on Liability.

    


    Notwithstanding
      anything herein to the contrary, except as otherwise provided under applicable
      Maine law, no member of the Board of Directors or of the Committee shall be
      liable for any good faith determination, act, or failure to act in connection
      with the Plan or any Award hereunder.

    


    ARTICLE
      IV

    Shares
      Subject to the Plan

    


    4.1
      Number of Shares.

    Subject
      to adjustment as provided in Section 4.4, the maximum aggregate number of Shares
      that may be issued under this Plan shall not exceed 135,000 Shares, which Shares
      may be either authorized but unissued Shares or Shares issued and thereafter
      reacquired by the Company.  Stock Options awarded under the Plan may
      be either Incentive Stock Options or Nonqualified Stock Options, as determined
      by the Committee. 

    Except
      as
      provided in Sections 4.2 and 4.3 of this Plan, Shares issued upon the exercise
      of an Award granted pursuant to the Plan shall not again be available for the
      grant of an Award hereunder.

    


    4.2
      Lapsed Awards.

    


    If
      any
      Award granted under this Plan shall terminate, expire, lapse, or be cancelled
      for any reason without having been exercised in full, any unissued Shares which
      had been subject to the Stock Option Agreement relating thereto shall again
      become available for the grant of an Award under this Plan.

    


    4.3
      Delivery of Shares as Payment.

    


    In
      the
      event a Participant pays the Exercise Price for Shares pursuant to the exercise
      of an Stock Option with previously acquired Shares, the number of Shares
      available for future Awards under the Plan shall be reduced only by the net
      number of new Shares issued upon the exercise of the Stock Option.
      Notwithstanding anything to the contrary herein, no fractional Shares will
      be
      delivered under the Plan.

    


    4.4
      Capital Adjustments.

    


           (a)
      If by reason of a merger, consolidation, reorganization, recapitalization,
      combination of Shares, stock split, reverse stock split, stock dividend,
      separation (including a spin-off or split-off), or other such similar event,
      the
      number of outstanding Shares of the Company are increased, decreased, changed
      into, or been exchanged for a different number or kind of shares, or if
      additional shares or new and different shares are issued in respect of such
      Shares, the Committee in its sole discretion may adjust proportionately (i)
      the
      aggregate maximum number of Shares available for issuance under the Plan, (ii)
      the number and class of Shares covered by outstanding Awards denominated in
      Shares or units of Shares, (iii) the Exercise Price and grant prices related
      to
      outstanding Awards, and (iv) the appropriate Fair Market Value and other price
      determinations for such Awards.

    


           (b)
      In the event of any other change in corporate structure affecting the Common
      Stock or any distribution (other than normal cash dividends) to holders of
      shares of Common Stock, such adjustments in the number and kind of shares and
      the exercise, grant, or conversion prices of the affected Awards as may be
      deemed equitable by the Committee shall be made to give proper effect to such
      event.

    


           (c)
      In the event of a corporate merger, consolidation, or acquisition of property
      or
      stock, separation (including spin-offs and split-offs), reorganization or
      liquidation, the Committee shall be authorized to cause the Company to issue
      or
      assume stock options, whether or not in a transaction to which Section 424(a)
      of
      the Code applies, by means of substitution of new Stock Options for previously
      issued stock options or an assumption of previously issued stock
      options.  In such event, the aggregate maximum number of Shares
      available for issuance under Section 4.1 of the Plan will be increased to
      reflect such substitution or assumption.

    


           (d)
      If any adjustment made pursuant to this Article IV would result in the possible
      issuance of fractional Shares under any then-outstanding Award, the Committee
      may adjust the outstanding Awards so as to eliminate fractional Shares.

    


           (e)
      Any adjustment to be made with respect to Incentive Stock Options shall comply
      with Sections 422 and 424 of the Code.

    


    ARTICLE
      V

    Eligibility

    


    Awards
      may be made to any Employee or Director, except that (a) only Employees
      (including employees who also serve as Director) may receive Incentive Stock
      Options, and (b) the grant of Awards to Directors must comply with Section
      3.3.
      A Participant who has been granted an Award may be granted additional
      Awards.

    


    ARTICLE
      VI

    Stock
      Options

    


    6.1
      Stock Options.

    


    Each
      Stock Option granted under this Plan shall be either an Incentive Stock Option
      or a Nonqualified Stock Option.

    


    6.2
      Grant of Stock Options.

    


    Subject
      to the terms and provisions of this Plan, the Committee shall have the authority
      to grant to any Participant one or more Incentive Stock Options, Nonqualified
      Stock Options, or both kinds of Stock Options.  Subject to Section 4.1
      and Article V, the Committee has complete and sole discretion in determining
      the
      number of Shares subject to Stock Options to be granted to a Participant;
      provided, however, that the aggregate Fair Market Value (determined at the
      time
      the Award is made) of Shares with respect to which a Participant may first
      exercise ISOs granted under the Plan during any calendar year may not exceed
      $100,000 or such amount as shall be specified under Section 422 of the Code
      and
      the rules and regulations promulgated thereunder.  To the extent that
      any Stock Option does not qualify as an Incentive Stock Option (whether because
      of its provisions or the time and manner of its exercise or otherwise), such
      Stock Options or portion thereof which does not qualify shall constitute a
      Nonqualified Stock Option.  To the extent that a Stock Option is to be
      treated in part as an Incentive Stock Option and in part as a Nonqualified
      Stock
      Option, the Company may designate the Shares that are to be treated as Shares
      acquired pursuant to an Incentive Stock Option by issuing a separate certificate
      as Incentive Stock Option Shares in the stock transfer records of the
      Company.  Stock Options granted at different times need not contain
      similar provisions.

    


    6.3
      Incentive Stock Options.

    


    Anything
      in the Plan to the contrary notwithstanding, no term of this Plan relating
      to
      Incentive Stock Options shall be interpreted, amended, or altered, nor shall
      any
      discretion or authority granted under this Plan be so exercised, so as to
      disqualify the Plan under Section 422 of the Code, or, without the consents
      of
      the Participants affected, to disqualify any Incentive Stock Option under
      Section 422 of the Code.

    


    6.4
      Stock Option Agreement.

    


    Each
      Stock Option granted under this Plan shall be evidenced by a Stock Option
      Agreement between the Company and the Participant in accordance with Section
      6.2
      that specifies the Exercise Price, the Exercise Period, the number of Shares
      to
      which the Stock Option pertains, method of exercise and the form of
      consideration payable therefor, any vesting requirements, any conditions imposed
      upon the exercise of the Stock Options in the event of retirement, death,
      disability, or other termination of service, and such other provisions and
      conditions, not inconsistent with this Plan, as the Committee may
      determine.  Each Stock Option Agreement relating to a grant of Stock
      Options shall clearly specify whether the Stock Option is intended to be an
      Incentive Stock Option within the meaning of Section 422 of the Code, or a
      Nonqualified Stock Option not intended to be within the provisions of Section
      422 of the Code.

    


    6.5
      Exercise Price.

    


    The
      Exercise Price per Share purchasable under any Stock Option granted under this
      Plan shall be determined by the Committee at the Date of Grant, subject to
      the
      following limitations:

    


           (a)
      In the case of a Stock Option intended to be an Incentive Stock Option, the
      Exercise Price shall not be less than 100% of the Fair Market Value of the
      Common Stock on the Date of Grant or, in the case of any optionee who, at the
      time such Incentive Stock Option is granted, owns Common Stock possessing more
      than 10% of the total combined voting power of all classes of stock of the
      Company or of its parent corporation or Subsidiaries, not less than 110% of
      the
      of the Fair Market Value of the Common Stock on the Date of Grant.

    


           (b)
      In the case of a Stock Option intended to be a Nonqualified Stock Option, the
      Exercise Price shall not be less than 85% of the Fair Market Value of the Common
      Stock on the Date of Grant.

    


           (c)
      In no event shall the Exercise Price of any Stock Option be less than the par
      value of the Common Stock.

    


    6.6
      Exercise Period.

    


    The
      Exercise Period of each Stock Option granted shall be fixed by the Committee
      and
      shall be specified in the Stock Option Agreement; provided, however, that no
      Incentive Stock Option shall be exercisable later than ten years after the
      Award
      Date, and no Incentive Stock Option which is granted to any optionee who, at
      the
      time such Stock Option is granted, owns stock possessing more than 10% of the
      total combined voting power of all classes of stock of the Company or of its
      parent corporation or Subsidiaries, shall be exercisable after the expiration
      of
      five years from the Award Date.

    


    6.7
      Exercise of Stock Options.

    


    Stock
      Options granted under the Plan shall be exercisable at such time or times and
      be
      subject to such terms and conditions as shall be set forth in the Stock Option
      Agreement (as may determined by the Committee at the time of such grant), which
      need not be the same for all Participants.  Such terms and conditions
      may include performance criteria with respect to the Company or the Participant,
      and as shall be permissible under the other terms of the Plan.  No
      Stock Option, however, shall be exercisable until the expiration of the vesting
      period, if any, set forth in the Stock Option Agreement.  To the
      extent that no vesting conditions are stated in the Stock Option Agreement,
      the
      Stock Options represented thereby shall be fully vested at the Date of
      Grant.

    


    6.8
      Method of Exercise.

    


    


           (a)
      Subject to the provisions of the Stock Option Agreement, Stock Options may
      be
      exercised in whole at any time, or in part from time to time with respect to
      whole Shares only, during the Exercise Period by the delivery to the Company
      of
      a written notice of intent to exercise the Stock Option, in such form as the
      Committee may prescribe, setting forth the number of Shares with respect to
      which the Stock Option is to be exercised; provided, however, that the minimum
      exercise amount permitted at any time shall be one hundred (100)
      Shares.  The Exercise Price, which shall accompany the written notice
      of exercise, shall be payable to the Company in full (along with the taxes
      described in the last sentence of this Section 6.8(a)) by the Participant who,
      if so provided in the Stock Option Agreement, may:  (i) deliver cash
      or a check (acceptable to the Committee in accordance with guidelines
      established for this purpose) in satisfaction of all or any part of the Exercise
      Price; (ii) deliver, or cause to be withheld from the Stock Option, Shares
      valued at Fair Market Value on the Date of Exercise in satisfaction of all
      or
      any part of the Exercise Price, (iii) deliver any combination of cash and
      Shares, or (iv) deliver any other consideration and method of payment permitted
      under any laws to which the Company is subject, in each such case as the
      Committee may determine.

    


           (b)
      If the Exercise Price is to be paid by the surrender of previously acquired
      and
      owned Common Stock, the Participant will make representations and warranties
      satisfactory to the Company regarding his title to the Common Stock used to
      effect the purchase (the "Payment Shares"), including, without limitation,
      representations and warranties that the Participant has good and marketable
      title to such Payment Shares free and clear of any and all liens, encumbrances,
      charges, equities, claims, security interests, options or restrictions, and
      has
      full power to deliver such Payment Shares without obtaining the consent or
      approval of any person or governmental authority other than those which have
      already given consent or approval in a manner satisfactory to the
      Company.  If such Payment Shares were acquired upon previous exercise
      of Incentive Stock Options granted within two years prior to the exercise of
      the
      Stock Option or acquired by the Participant within one year prior to the
      exercise of the Stock Option, such Participant shall be required, as a condition
      to using the Payment Shares in payment of the Exercise Price of the Stock
      Option, to acknowledge the tax consequences of doing so, in that such previously
      exercised Incentive Stock Options may have, by such action, lost their status
      as
      Incentive Stock Options, and the Participant may recognize ordinary income
      for
      tax purposes as a result.

    


    6.8
      Transfer Restrictions.

    


    Neither
      the Stock Options granted under the Plan nor any rights or interest in such
      Stock Options may be sold, pledged, hypothecated, assigned, or otherwise
      disposed of or transferred by such Participant, other than by will or by the
      laws of descent and distribution.  Except as permitted by the
      Committee, during the lifetime of Participant to whom a Stock Option is granted,
      the Stock Options shall be exercisable only by him or her or, in the event
      of
      the Participant's permanent and total disability as determined by the Committee
      in accordance with applicable Company policies, by his or her legal
      representative.

    


    6.10
      Termination of Stock Options.

    


            (a)
      Termination by Death.  Unless the Committee provides otherwise in the
      Stock Option Agreement, if a Participant's employment or service with the
      Company or its Subsidiaries terminates by reason of death, then for a period
      of
      one year (or such other period as the Committee may specify at grant) from
      the
      date of such death or until the end of the Exercise Period of such Stock Option,
      whichever period is shorter, the Award may be exercised by the legal
representative
      of the estate or by a person who acquires the right to exercise such Stock
      Option by bequest or inheritance, subject to the limitations of Section 6.11
      with respect to Incentive Stock Options, to the extent that such Participant
      was
      entitled to exercise the Award at the date of such death.

    


            (b)
      Termination by Disability. Unless the Committee provides otherwise in the Stock
      Option Agreement, if a Participant's employment or service with the Company
      or
      its Subsidiaries terminates by reason of permanent and total disability, as
      determined by the Committee in accordance with applicable Company personnel
      policies, then for a period of one year (or such other period as the Committee
      may specify at grant) from the date of such termination of employment or
      service, or until the end of the Exercise Period of such Stock Option, whichever
      is shorter, the Award may be exercised by the Participant, or his or her legal
      representative, subject to the limitations of Section 6.11 with respect to
      Incentive Stock Options, to the extent that such Participant was entitled to
      exercise the Award at the date of such termination; provided, however, that,
      if
      the Participant dies within such one year period (or such other period as the
      Committee may specify at grant), then for a period of one year from the date
      of
      death or until the end of the Exercise Period of such Stock Option, whichever
      period is shorter, any unexercised Stock Options held by such Participant shall
      thereafter be exercisable to the extent to which they were exercisable at the
      time of such termination due to disability.  In the event of
      termination of employment by reason of permanent and total disability, as
      determined by the Committee in accordance with applicable Company personnel
      policies, if an Incentive Stock Option is exercised after the expiration of
      the
      exercise periods that apply for purposes of Section 422 of the Code (currently
      one year from such termination), such Stock Option will thereafter be treated
      as
      a Nonqualified Stock Option.

    


            (c)
      Termination by Retirement.  Unless the Committee provides otherwise in
      the Stock Option Agreement, if a Participant's employment or service with the
      Company or its Subsidiaries terminates by reason of normal or late retirement
      under any retirement plan of the Company or its Subsidiaries or, with the
      consent of Committee, then for a period of three months (or such other period
      as
      the Committee may specify at grant) from the date of such termination of
      employment or service, or until the end of the Exercise Period of such Stock
      Option, whichever is shorter, the Award may be exercised by the Participant,
      or
      his or her legal representative, subject to the limitations of Section 6.11
      with
      respect to Incentive Stock Options, to the extent that such Participant was
      entitled to exercise the Award at the date of such termination; provided,
      however, that, if the Participant dies within such three month period, then
      for
      a period of one year from the date of death or until the end of the Exercise
      Period of such Stock Option, whichever period is shorter, any unexercised Stock
      Options held by such Participant shall thereafter be exercisable to the extent
      to which they were exercisable at the time of such retirement.  In the
      event of termination of employment by reason of retirement pursuant
      to any retirement plan of the Company or its Subsidiaries or with the consent
      of
      the Committee, if an Incentive Stock Option is exercised after the expiration
      of
      the exercise periods that apply for purposes of Section 422 of the Code
      (currently three months from such termination), such Stock Option will
      thereafter be treated as a Nonqualified Stock Option.

    


            (d)
      Other Termination of Employee.  Unless otherwise determined by the
      Committee at or after grant and except as provided in Section 7.1 hereof, if
      a
      Participant's employment by the Company terminates for any reason other than
      death, disability, or retirement covered by Sections (a), (b), or (c) of this
      Plan: (i) any Stock Options that were not exercisable at the date of such
      termination (which date shall be determined by the Committee in its sole
      discretion) will expire automatically, and (ii) any Stock Options exercisable
      on
      the date of termination will remain exercisable only for the lesser of three
      months or the balance of such Exercise Period of such Stock Option; provided,
      however, that the Participant was not involuntarily terminated by the Company
      for Cause.  If the Participant dies within such three month period (or
      such other period as the Committee may specify at grant), then for a period
      of
      one year from the date of death or until the end of the Exercise Period of
      such
      Stock Option, whichever period is shorter, any unexercised Stock Options held
      by
      such Participant shall thereafter be exercisable to the extent to which they
      were exercisable at the time of such termination.  Notwithstanding any
      other provision of this Plan except for Section 7.1 hereof, upon termination
      of
      a Participant's employment with the Company or any of its Subsidiaries for
      Cause, all of the Participant's unexercised Stock Options will terminate
      immediately upon the date of such termination (which date shall be determined
      by
      the Committee in its sole discretion) and the Participant shall forfeit all
      Shares for which the Company has not yet delivered share certificates to the
      Participant.  In such event, the Company shall refund to the
      Participant the Exercise Price paid to it, if any, in the same form as it was
      paid (or in cash at the Company's discretion).  The Company may
      withhold delivery of share certificates pending resolution of any inquiry that
      could lead to a finding that a termination of a Participant's employment was
      for
      Cause.

    


            (e)
      Except as covered by Sections 6.10(a), (b), or (c) of this Plan, if a
      Participant serving as a Non-Employee Director terminates his or her service
      by
      resigning from the Board of Directors or by failing to run for election to
      an
      additional term as a Director after being offered nomination for an additional
      term by a nominating or similar committee of the Board of Directors (or in
      lieu
      of such committee, by the entire Board of Directors), then (i) any Stock Options
      that were not exercisable at the date of such termination of service will expire
      automatically, and (ii) any exercisable Stock Options as of such date held
      by
      the Participant may thereafter be exercised by the Participant for a period
      of
      three months from the date of such resignation or, in the case of a failure
      to
      run for election to an additional term, from (A) the date of such stockholder
      meeting at which such election of Directors takes place, or (B) until the end
      of
      the Exercise Period, whichever is shorter (or such other period as the Committee
      may specify at grant).  If a Participant serving as a Non-Employee
      Director does not resign and is not offered nomination for an additional term,
      all Stock Options held by such Participant shall immediately vest on the date
      that the Participant's service as a Director of the Company terminates and
      such
      Stock Options shall be exercisable until the end of the Exercise Period for
      such
      Stock Options.  Notwithstanding any other provision of this Plan, upon
      removal of a Director by shareholders of the Company for cause under applicable
      state law, all of the Participant's unexercised Stock Options will terminate
      immediately upon the date of such termination (which date shall be determined
      by
      the Committee in its sole discretion) and the Participant shall forfeit all
      Shares for which the Company has not yet delivered share certificates to the
      Participant.  In such event, the Company shall refund to the
      Participant the Exercise Price paid to it, if any, in the same form as it was
      paid (or in cash at the Company's discretion).

    


    6.11
      Incentive Stock Option Limitations.

    


            (a)
      To the extent that the aggregate Fair Market Value (determined as of the Date
      of
      Grant) of the Common Stock with respect to which Incentive Stock Options are
      exercisable for the first time by a Participant during any calendar year under
      the Plan and/or any other stock option plan of the Company or any Subsidiary
      or
      parent corporation (within the meaning of Section 425 of the Code) exceeds
      $100,000, such Stock Options shall be treated as Stock Options which are not
      Incentive Stock Options.

    


            (b)
      To the extent (if any) permitted under Section 422 of the Code, or the
      applicable rules and regulations promulgated thereunder or any applicable
      Internal Revenue Service pronouncement, if (i) a Participant's employment with
      the Company or any Subsidiary is terminated by reason of death, disability,
      or
      retirement covered by Section 6.10(a), (b), or (c) of this Plan, and (ii) the
      portion of the Incentive Stock Option that is otherwise exercisable during
      the
      post-termination period specified under Sections 6.10(a), (b), or (c), applied
      without regard to the $100,000 limitation currently contained in Section 422(d)
      of the Code, is greater than the portion of the Stock Option that is immediately
      exercisable as an "incentive stock option" during such post-termination period
      under Section 422 of the Code, such excess shall be treated as a Nonqualified
      Stock Option.

    


            (c)
      In the event that the application of any of the provisions of Section 6.11
      (a)
      or (b) of this Plan not be necessary in order for Stock Options to qualify
      as
      Incentive Stock Options, or should additional provisions be required, the
      Committee may amend the Plan accordingly, without the necessity of obtaining
      the
      approval of the stockholders of the Company.

    


    6.12
      Buy-Out and Settlement Provisions.

    


    The
      Committee may at any time offer to buy-out a Stock Option previously granted,
      based on such terms and conditions as the Committee shall establish and
      communicate to the Participant at the time that such offer is made.

    


    6.13
      No Rights as Stockholder.

    


    No
      Participant or transferee of a Stock Option shall have any rights as a
      stockholder of the Company with respect to any Shares subject to a Stock Option
      (including without limitation, rights to receive dividends, vote, or receive
      notice of meetings) prior to the purchase of such Shares by the exercise of
      such
      Stock Option as provided in this Plan.  A Stock Option shall be deemed
      to be exercised and the Common Stock thereunder purchased when written notice
      of
      exercise has been delivered to the Company in accordance with Section 6.8 of
      the
      Plan and the full Exercise Price for the Shares with respect to which the Stock
      Options is exercised has been received by the Company, accompanied with any
      agreements required by the terms of the Plan and the applicable Stock Option
      Agreement; provided, however, that if the Participant has been terminated for
      Cause, only those shares of Common Stock for which a certificate has been
      delivered to the Participant by the Company will be deemed to be purchased
      by
      such Participant.  Full payment may consist of such consideration and
      method of payment allowable under this Article VI of the Plan.  No
      adjustment will be made for a cash dividend or other rights for which the record
      date precedes the Date of Exercise, except as provided in Section 4.4 of the
      Plan.

    


    6.14
      Sale of Common Stock Upon Exercise of Stock Option.

    


    Unless
      the Committee provides otherwise in the Stock Option Agreement, Common Stock
      acquired pursuant to the exercise of Stock Option shall not be subject to any
      restrictions on transferability under this Plan, except as provided in Section
      11.1 of this Plan.  With respect to Common Stock acquired pursuant to
      the exercise of an Incentive Stock Option, a transfer or other disposition
      of
      such Common Stock by a Participant (other than by will or the laws of descent
      and distribution) may not qualify for favorable tax treatment under Section
      421(a) of the Code if such transfer or other disposition shall occur before
      the
      expiration of the later of (i) the two year period commencing on the Date of
      Grant of the ISO, or (ii) the one year period commencing on the Date of Exercise
      of the ISO.

    


    ARTICLE
      VII

    Change
      of Control

    


    7.1
      Acceleration of Options; Lapse of Restrictions.

    


           (a)
      In the event of a Change of Control of the Company, (i) each Stock Option then
      outstanding under the Plan shall be fully exercisable, regardless of any
      unsatisfied vesting requirements established under the terms of the pertinent
      Stock Option Agreements, and remain so for the duration of the Stock Option
      as
      specified in the Stock Option Agreement, and (ii) all conditions or restrictions
      related to an Award shall be accelerated or released; all in a manner, in the
      case of persons subject to Section 16(b) of the Exchange Act, as to conform
      with
      the provisions of Rule 16b-3 thereunder.

    


           (b)
      Awards that remain outstanding after a Change of Control shall not be terminated
      as a result of a termination of service covered by Section 6.10, and shall
      continue to be exercisable until the end of the Exercise Period in accordance
      with their original terms, except in the case of a Participant's death in which
      case termination shall occur within one year from the date of
      death.

    


           (c)
      Notwithstanding the foregoing, if  any right granted pursuant to this
      Section 7.1 would make a Change of Control transaction ineligible for pooling
      of
      interests accounting treatment under applicable accounting principles that,
      but
      for this Section 7.1, would have been available for such accounting treatment,
      then the Committee shall have the authority to substitute stock for cash which
      would otherwise be payable pursuant to this Section 7.1 having a Fair Market
      Value equal to such cash.

    


    7.2
      Definition of Change of Control.

    


    For
      purposes of this Plan, a "Change of Control" is deemed to have occurred
      if:

    


           (a)
      any individual, entity, or group (within the meaning of Sections 13(d)(3) or
      14(d)(2) of the Exchange Act), is or becomes, directly or indirectly, the
      "beneficial owner" (as defined by Rule 13d-3 promulgated under the Exchange
      Act)
      of 25% or more of the combined voting power of the then outstanding securities
      of the Company entitled to vote generally in the election of Directors ("Voting
      Securities"); provided, however, that any acquisition by the following will
      not
      constitute a Change of Control:

    


               (i)
      the Company or any of its Subsidiaries,

    


               (ii)
      any employee benefit plan (or related trust) of the Company or its Subsidiaries,
      or

    


               (iii)
      any corporation with respect to which, following such acquisition, more than
      50%
      of the combined voting power of the outstanding voting securities of such
      corporation entitled to vote generally in the election of directors is
      then beneficially
      owned by the Persons who were the beneficial owners
      of the Voting Securities immediately prior to such acquisition
      in substantially the same proportion as their ownership
      immediately prior to such acquisition of the Voting Securities;
      or

    


           (b)
      (i) a tender offer or an exchange offer is made to acquire securities of the
      Company whereby following such offer the offerees will hold, control, or
      otherwise have the direct or indirect power to exercise voting control over
      50%
      or more of the Voting Securities, or (ii) Voting Securities are first purchased
      pursuant to any other tender or exchange offer.

    


           (c)
      as a result of a tender offer or exchange offer for the purchase of securities
      of the Company (other than such an offer by the Company for its own securities),
      or as a result of a proxy contest, merger, consolidation, or sale of assets,
      or
      as a result of a combination of the foregoing, during any period of two
      consecutive years, individuals who, at the beginning of such period constitute
      the Board, plus any new Directors of the Company whose election or nomination
      for election by the Company's stockholders was or is approved by a vote of
      at
      least two-thirds of the Directors of the Company then still in office who either
      were Directors of the Company at the beginning of such two year period or whose
      election or nomination for election was previously so approved (but excluding
      for this purpose, any individual whose initial assumption of office was or
      is in
      connection with the actual or threatened election contest relating to the
      election of Directors of the Company (as such term is used in Rule 14a-11 of
      Regulation 14A promulgated under the Exchange Act)), cease for any reason during
      such two year period to constitute at least two-thirds of the members of the
      Board; or

    


           (d)
      the stockholders of the Company approve a reorganization, merger, consolidation,
      or other combination, with or into any other corporation or entity regardless
      of
      which entity is the survivor, other than a reorganization, merger,
      consolidation, or other combination, which would result in the Voting Securities
      outstanding immediately prior thereto continuing to represent (either by
      remaining outstanding or being converted into Voting Securities of the surviving
      entity) at least 60% of the combined voting power of the Voting Securities
      or of
      the voting securities of the surviving entity outstanding immediately after
      such
      reorganization, merger, consolidation; or other combination; or

    


           (e)
      the stockholders of the Company approve a plan of liquidation or winding-up
      of
      the Company or an agreement for the sale or disposition by the Company of all
      or
      substantially all of the Company's assets, or any distribution to security
      holders of assets of the Company having a value equal to 30% or more of the
      total value of all assets of the Company.

    


    7.3
      Occurrence of a Change of Control.

    


    A
      Change
      of Control will be deemed to have occurred:

    


           (a)
      with respect to any acquisition referred to in Section 7.2(a) above, the date
      on
      which the acquisition of such percentage shall have been completed;

    


           (b)
      with respect to a tender or exchange offer, the date the offer referred to
      in
      Section 7.2(b)(i) above is made public or when documents are filed with the
      SEC
      in connection therewith pursuant to Section 14(d) of the Exchange Act, or the
      date of the purchase referenced in Section 7.2(b)(ii);

    


           (c)
      with respect to a change in the composition of the Board of Directors referred
      to in Section 7.2(c), the date on which such change is adopted or is otherwise
      effective, whichever first occurs; or

    


           (d)
      with respect to any stockholder approval referred to in Section 7.2(d) or (e),
      the date of any approval.

    


    7.4
      Application of this Article VII.

    


    The
      provisions of this Article VII shall apply to successive events that may occur
      from time to time but shall only apply to a particular event if it occurs prior
      to the expiration of this Plan and each Award issued pursuant to this
      Plan.

    


    ARTICLE
      VIII

    Amendment,
      Modification, or Termination of Plan

    


    Insofar
      as permitted by applicable law, the Board, by resolution, shall have the power
      at any time, and from time to time, to amend, modify, suspend, terminate or
      discontinue the Plan or any part thereof.  The Board is specifically
      authorized to amend the Plan and take such other action as it deems necessary
      or
      appropriate to comply with Section 162(m) of the Code and the rules and
      regulations promulgated thereunder.  Such amendment or modification
      may be without stockholder approval except to the extent that such approval
      is
      required by the Code, or pursuant to the rules and regulations under the Section
      16 of the Exchange Act, by any national securities exchange or inter-dealer
      quotation system on which the Shares are then listed, quoted, or reported,
      by
      any regulatory authority or board having jurisdiction with respect thereto,
      or
      under any applicable laws, rules, or regulations. Notwithstanding the provisions
      of this Article VIII, no termination, amendment, or modification of the Plan,
      other than those pursuant to Article IV hereof, shall in any manner adversely
      affect any Award theretofore granted under the Plan, without the written consent
      of the Participant so affected.

    


    ARTICLE
      IX

    Modification,
      Extension, and Renewal of Stock Options and Awards

    


    Subject
      to the terms and conditions, and within the limitations, of the Plan, the
      Committee may modify, extend, or renew outstanding Stock Options, prospectively
      or retroactively, or accept the surrender of outstanding Stock Options (to
      the
      extent not theretofore exercised) granted under the Plan or any other plan
      of
      the Company or a Subsidiary, and authorize the granting of new Stock Options
      pursuant to the Plan in substitution therefor (to the extent not theretofore
      exercised), and the substituted Stock Options may specify a lower exercise
      price
      or a longer term than the surrendered Stock Options or have any other provisions
      that are authorized by the Plan.  Notwithstanding the foregoing
      provisions of this Article IX, (a) no amendment or modification of an Award
      which adversely affects the Participant shall not be made without the consent
      of
      the affected Participant, and (b) no Incentive Stock Option may be modified,
      amended, extended, or reissued if such action would cause it to cease to be
      an
      "Incentive Stock Option" within the meaning of Section 422 of the Code, unless
      the Participant specifically acknowledges and consents to the tax consequences
      of such action.

    


    ARTICLE
      X

    Indemnification
      of the Committee

    


    In
      addition to such other rights of indemnification as they may have as Directors
      or as members of the Committee, the members of the Committee shall not be liable
      for any act, omission, interpretation, construction, or determination made
      in
      good faith in connection with their administration of and responsibilities
      with
      respect to the Plan, and the Company hereby agrees to indemnify the members
      of
      the Committee against any claim, loss, damage, or reasonable expense, including
      attorneys' fees, actually and reasonably incurred in connection with the defense
      of any action, suit, or proceeding, or in connection with any appeal therein,
      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 Award granted or
      made
      hereunder, and against all amounts reasonably paid by them in settlement thereof
      or paid by them in satisfaction of a judgment in any such action, suit, or
      proceeding, if such members acted in good faith and in a manner which they
      believed to be in, and not opposed to, the best interests of the Company and
      its
      Subsidiaries.

    


    ARTICLE
      XI

    General
      Provisions

    


    11.1
      Conditions Upon Issuance of Shares.

    


    Shares
      shall not be issued pursuant to the exercise of an Stock Option unless the
      exercise of such Stock Option and the issuance and delivery of such Shares
      pursuant thereto shall comply with all relevant provisions of law, including,
      without limitation, the Securities Act, the Exchange Act, the rules and
      regulations promulgated thereunder, and the requirements of any stock exchange
      or inter-dealer quotation system upon which the Shares may then be listed,
      and
      shall be further subject to the approval of counsel for the Company with respect
      to such compliance.  The Committee may require each person purchasing
      or otherwise acquiring Shares pursuant to a Stock Option under the Plan to
      represent to and agree with the Company in writing to the effect that the
      Participant: (a) is acquiring the Shares for his or her own personal account,
      for investment purposes only, and not with an intent or a view to distribution
      within the meaning of Section 2(11) of the Securities Act (unless such shares
      have been issued to the Participant pursuant to a registration statement
      declared effective by the SEC), and (b) will not sell, assign, pledge,
      hypothecate, or otherwise dispose of or transfer the Shares to be issued upon
      exercise of such Option except as permitted by this Plan and except in
      compliance with the Securities Act and the securities laws of all other
      applicable jurisdictions, as supported by an opinion of counsel if so requested
      by the Committee.  As a further condition to the issuance of such
      Shares, the Participant shall provide any other representation, warranty, or
      covenant as the Committee or its counsel deems necessary under the Securities
      Act and the securities laws of all other applicable jurisdiction.  In
      addition to any legend required by this Plan, the certificates for the Shares
      may include any legend which the Committee deems appropriate to reflect any
      restrictions on transfer.

    


    11.2
      Reservation of Shares.

    


    The
      Company shall at all times reserve and keep available such number of Shares
      as
      shall be sufficient to satisfy the requirements of the Plan.  The
      Company shall use its best efforts to seek to obtain from appropriate regulatory
      agencies any requisite authorization in order to issue and sell such number
      of
      Shares as shall be sufficient to satisfy the requirements of the
      Plan.  The inability of the Company to obtain from any such regulatory
      agency having jurisdiction the requisite authorization(s) deemed by the
      Company's counsel to be necessary for the  lawful issuance and sale of
      any Shares hereunder, or the inability of the Company to confirm to its
      satisfaction that any issuance and sale of any Shares hereunder will meet
      applicable legal requirements, shall relieve the Company of any liability in
      respect to the failure to issue or sell such Shares as to which such requisite
      authority shall not have been obtained.

    


    11.3
      Limitation on Legal Rights.

    


    The
      establishment of the Plan shall not confer upon any Employee or Director any
      legal or equitable right against the Company, except as expressly provided
      in
      the Plan.

    


    11.4
      Not a Contract of Employment.

    


    This
      Plan
      is purely voluntary on the part of the Company, and the continuation of the
      Plan
      shall not be deemed to constitute a contract between the Company and any
      Participant, or to be consideration for or a condition of the employment or
      service of any Participant.  Participation in the Plan shall not give
      any Employee or Director any right to be retained in the service of the Company
      or any of its Subsidiaries, nor shall anything in this Plan affect the right
      of
      the Company or any of its Subsidiaries to terminate any such Employee with
      or
      without cause.

    


    11.5
      Other Compensation Plans.

    


    The
      adoption of the Plan shall not affect any other Stock Option or incentive or
      other compensation plans in effect for the Company or any of its Subsidiaries,
      nor shall the Plan preclude the Company or any Subsidiary from establishing
      any
      other forms of incentive or other compensation plan or arrangements for
      Employees or Director of the Company or any of its Subsidiaries.

    


    11.6
      Assumption by the Company.

    


    The
      Company or its Subsidiaries may assume options, warrants, or rights to purchase
      shares issued or granted by other companies whose shares or assets shall be
      acquired by the Company or its Subsidiaries or which shall be merged into or
      consolidated with the Company or its Subsidiaries.  The adoption of
      this Plan shall not be taken to impose any limitations on the powers of the
      Company or its Subsidiaries or affiliates to issue, grant, or assume options,
      warrants, rights, or restricted shares, otherwise than under this Plan, or
      to
      adopt other Stock Option or restricted share plans or to impose any requirements
      of shareholder approval upon the same.

    


    11.7
      Creditors.

    


    The
      interests of any Participant under this Plan is not subject to the claims of
      creditors and may not, in any way, be assigned, alienated, or
      encumbered.

    


    11.8
      Plan Binding on Successors.

    


    All
      obligations of the Company under this Plan and any Awards granted hereunder
      shall be binding upon any successor and assign of the Company, whether the
      existence of such successor or assign is a result of a direct or indirect
      purchase, merger, consolidation, or otherwise, of all or substantially all
      of
      the business or assets of the Company.

    


    11.9
      Unfunded Status of Plan.

    


    This
      Plan
      is intended to constitute an "unfunded" plan for incentive and deferred
      compensation.  With respect to any payments not yet made to a
      Participant by the Company, nothing contained herein shall give any Participant
      any rights that are greater than those of a general creditor of the
      Company.

    


    11.10
      Withholding.

    


             (a)
      Tax Withholding.

    The
      Company shall have the power and the right to deduct or withhold, or require
      a
      Participant to remit to the Company, an amount sufficient to satisfy federal,
      state, and local taxes (including the Participant's FICA obligation) required
      by
      law to be withheld with respect to any grant, exercise, or payment under or
      as a
      result of this Plan.

    


             (b)
      Share Withholding.

    To
      the
      extent the Code requires withholding upon the exercise of Nonqualified Stock
      Options, or upon the occurrence of any other similar taxable event, the
      Committee may permit or require, subject to any rules it deems appropriate,
      the
      withholding requirement to be satisfied, in whole or in part, with or without
      the consent of the participant, by having the Company withhold Shares having
      a
      Fair Market Value equal to the amount required to be withheld.  The
      value of the Shares to be withheld shall be based on Fair Market Value of the
      Shares on the date that the amount of tax to be withheld is to be
      determined.

    


    11.10
      Singular, Plural; Gender.

    


    Whenever
      used in this Plan, nouns in the singular shall include the plural, and vice
      versa, and the masculine pronoun shall include the feminine gender.

    


    11.11
      Headings.

    


    Headings
      to the Sections and subsections are included for convenience and reference
      and
      do not constitute part of the Plan.

    


    11.12
      Costs.

    


    The
      Company shall bear all expenses incurred in administrating this Plan, including
      original issue, transfer, and documentary stamp taxes, and other expenses of
      issuing the Shares pursuant to Awards granted hereunder.

    


    11.13
      Governing Law.

    


    This
      Plan
      and the actions taken in connection herewith shall be governed, construed,
      and
      administered in accordance with the laws of the State of Maine (regardless
      of
      the law that might otherwise govern under applicable Maine principles of
      conflicts of laws).

    


    ARTICLE
      XII

    Effectiveness
      of the Plan

    


    This
      Plan
      shall become effective on the date that it is adopted by both the Board of
      Directors; provided, however, that it shall become limited to a Nonqualified
      Stock Option Plan if it is not approved by the stockholders of the Company
      within one year (365 days) of its adoption by the Board of Directors, by a
      majority of the votes cast at a duly held stockholder meeting at which a quorum
      representing a majority of the Company's outstanding voting shares is present,
      either in person or by proxy.  The Committee may make awards hereunder
      prior to stockholder approval of the Plan; provided, however, that any and
      all
      Stock Options awarded shall automatically be converted into Nonqualified Stock
      Options if the Plan is not approved by such stockholders within 365 days of
      its
      adoption by the Board of Directors.

    


    ARTICLE
      XIII

    Term
      of the Plan

    


    Unless
      sooner terminated by the Board pursuant to Article VIII hereof, this Plan shall
      terminate ten (10) years from its effective date and no Awards may be granted
      after termination, but Awards granted prior to such termination may extend
      beyond that date.  The Board of Directors may terminate this Plan at
      any time.  The termination shall not affect the validity of any Stock
      Option outstanding on the date of termination.

    


    Date
      Approved by Board of Directors:  September 17, 1999

    


    /s/
      Suzanne M. Carney

         Clerk
      Certification

    


    Date
      Approved by the Stockholders:  November 9, 1999

    


    /s/
      Suzanne M. Carney

         Clerk
      Certification