Exhibit 4.1



 





Ex 4.1




2007 EQUITY INCENTIVE PLAN

OF

POINT.360





	1.	 	PURPOSES OF THE PLAN





     The purposes of the 2007 Equity Incentive Plan (the “Plan”) of Point.360, a California
corporation (the “Company”), are to:



     1.1 Encourage selected employees, directors, consultants and advisers to improve operations
and increase the profitability of the Company;



     1.2 Encourage selected employees, directors, consultants and advisers to accept or continue
employment or association with the Company or its Affiliates; and



     1.3 Increase the interest of selected employees, directors, consultants and advisers in the
Company’s welfare through participation in the growth in value of the common stock of the Company
(the “Common Stock”). All references herein to stock or shares, unless otherwise specified, shall
mean Common Stock.




	2.	 	TYPES OF AWARDS; ELIGIBLE PERSONS





     2.1 The Administrator (as defined below) may, from time to time, take the following action,
separately or in combination, under the Plan: (i) grant “incentive stock options” (“ISOs”) intended
to satisfy the requirements of Section 422 of the Internal Revenue Code of 1986, as amended, and
the regulations thereunder (the “Code”); (ii) grant “non-qualified options” (“NQOs,” and together
with ISOs, “Options”); (iii) grant or sell Common Stock subject to restrictions (“restricted
stock”) and (iv) grant stock appreciation rights (any such right would permit the holder to receive
the excess of the fair market value of Common Stock on the exercise date over its fair market value
(or a greater base value) on the grant date (“SARs”)), either in tandem with Options or as separate
and independent grants. Any such awards may be made to employees, including employees who are
officers or directors, and to individuals described in Section 1 of the Plan who the Administrator
believes have made or will make a contribution to the Company or any Affiliate (as defined below);
provided, however, that only a person who is an employee of the Company or any
Affiliate at the date of the grant of an Option is eligible to receive ISOs under the Plan. The
term “Affiliate” as used in the Plan means a parent or subsidiary corporation as defined in the
applicable provisions (currently Sections 424(e) and (f), respectively) of the Code. The term
“employee” includes an officer or director who is an employee of the Company. The term
“consultant” includes persons employed by, or otherwise affiliated with, a consultant. The term
“adviser” includes persons employed by, or otherwise affiliated with, an adviser.



     2.2 Except as otherwise expressly set forth in the Plan, no right or benefit under the Plan
shall be subject in any manner to anticipation, alienation, hypothecation, or charge, and any such
attempted action shall be void. No right or benefit under the Plan shall in any manner be



 









 







liable for or subject to debts, contracts, liabilities, or torts of any option holder or any
other person except as otherwise may be expressly required by applicable law.




	3.	 	STOCK SUBJECT TO THE PLAN; MAXIMUM NUMBER OF GRANTS





     Subject to the provisions of Sections 6.1.1 and 8.2 of the Plan, the total number of shares of
Common Stock which may be offered, or issued as restricted stock or on the exercise of Options or
SARs under the Plan shall not exceed two million (2,000,000) shares of Common Stock. The shares
subject to an Option or SAR granted under the Plan that expire, terminate or are cancelled
unexercised shall become available again for grants under the Plan. If shares of restricted stock
awarded under the Plan are forfeited to the Company or repurchased by the Company, the number of
shares forfeited or repurchased shall again be available under the Plan. Where the exercise price
of an Option is paid by means of the optionee’s surrender of previously owned shares of Common
Stock or the Company’s withholding of shares otherwise issuable upon exercise of the Option as may
be permitted herein, only the net number of shares issued and which remain outstanding in
connection with such exercise shall be deemed “issued” and no longer available for issuance under
the Plan. No eligible person shall be granted Options or other awards during any twelve-month
period covering more than five hundred thousand (500,000) shares.




	4.	 	ADMINISTRATION





     4.1 The Plan shall be administered by the Board of Directors of the Company (the “Board”) or
by a committee (the “Committee”) selected by the Board to administer the Plan, or of part thereof
(in either case, the “Administrator”). The Board shall appoint and remove members of the Committee
in its discretion in accordance with applicable laws. At the Board’s discretion, the Committee may
be comprised solely of “non-employee directors” within the meaning of Rule 16b-3 under the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), or “outside directors” within
the meaning of Section 162(m) of the Code. The Administrator may delegate non-discretionary
administrative duties to such employees of the Company as the Administrator deems proper and the
Board, in its absolute discretion, may at any time and from time to time exercise any and all
rights and duties of the Administrator under the Plan.



     4.2 Subject to the other provisions of the Plan, the Administrator shall have the authority,
in its discretion: (i) to grant Options and SARs and grant or sell restricted stock; (ii) to
determine the fair market value of the Common Stock subject to Options or other awards; (iii) to
determine the exercise price of Options granted, which shall be no less than the fair market value
of the Common Stock on the date of grant, the economic terms of SARs granted, which shall provide
for a benefit of the appreciation on Common Stock over not less than the value of the Common Stock
on the date of grant, or the offering price of restricted stock; (iv) to determine the persons to
whom, and the time or times at which, Options or SARs shall be granted or restricted stock granted
or sold, and the number of shares subject to each Option or SAR or the number of shares of
restricted stock granted or sold; (v) to construe and interpret the terms and provisions of the
Plan, of any applicable agreement and all Options and SARs granted under the Plan, and of any
restricted stock award under the Plan; (vi) to prescribe, amend, and rescind rules and regulations
relating to the Plan; (vii) to determine the terms and provisions of each Option and



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SAR granted and award of restricted stock (which need not be identical), including but not
limited to, the time or times at which Options and SARs shall be exercisable or the time at which
the restrictions on restricted stock shall lapse; (viii) with the consent of the grantee, to
rescind any award or exercise of an Option or SAR and to modify or amend the terms of any Option,
SAR or restricted stock; (ix) to reduce the purchase price of restricted stock; (x) to accelerate
or defer (with the consent of the grantee) the exercise date of any Option or SAR or the date on
which the restrictions on restricted stock lapse; (xi) to issue shares of restricted stock to an
optionee in connection with the accelerated exercise of an Option by such optionee; (xii) to
authorize any person to execute on behalf of the Company any instrument evidencing the grant of an
Option. SAR or award of restricted stock; (xiii) to determine the duration and purposes of leaves
of absence which may be granted to participants without constituting a termination of their
employment for the purposes of the Plan; and (xiv) to make all other determinations deemed
necessary or advisable for the administration of the Plan, any applicable agreement, Option, SAR or
award of restricted stock.



     4.3 All questions of interpretation, implementation, and application of the Plan or any
agreement or Option, SAR or award of restricted stock shall be determined by the Administrator,
which determination shall be final and binding on all persons.




	5.	 	GRANTING OF OPTIONS AND SARS; AGREEMENTS





     5.1 No Options or SARs shall be granted under the Plan after ten (10) years from the date of
adoption of the Plan by the Board.



     5.2 Each Option and SAR shall be evidenced by a written agreement, in form satisfactory to the
Administrator, executed by the Company and the person to whom such grant is made. In the event of
a conflict between the terms or conditions of an agreement and the terms and conditions of the
Plan, the terms and conditions of the Plan shall govern.



     5.3 Each agreement shall specify whether the Option it evidences is an NQO or an ISO,
provided, however, all Options granted under the Plan to non-employee directors,
consultants and advisers of the Company are intended to be NQOs.



     5.4 Subject to Section 6.3.3 with respect to ISOs, the Administrator may approve the grant of
Options or SARs under the Plan to persons who are expected to become employees, directors,
consultants or advisers of the Company, but are not employees, directors, consultants or advisers
at the date of approval.




	6.	 	TERMS AND CONDITIONS OF OPTIONS AND SARS





     Each Option and SAR granted under the Plan shall be subject to the terms and conditions set
forth in Section 6.1. NQOs and SARs shall also be subject to the terms and conditions set forth in
Section 6.2, but not those set forth in Section 6.3. ISOs shall also be subject to the terms and
conditions set forth in Section 6.3, but not those set forth in Section 6.2. SARs shall be subject
to the terms and conditions of Section 6.4.



     6.1 Terms and Conditions to Which All Options and SARs Are Subject. All Options and
SARs granted under the Plan shall be subject to the following terms and conditions:



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          6.1.1 Changes in Capital Structure. Subject to Section 6.1.2, if the Common Stock of
the Company is changed by reason of a stock split, reverse stock split, stock dividend,
recapitalization, combination or reclassification, or if the Company effects a spin-off of the
Company’s subsidiary, appropriate adjustments shall be made by the Administrator, in its sole
discretion, in (a) the number and class of shares of stock subject to the Plan and each Option and
SAR outstanding under the Plan, and (b) the exercise price of each outstanding Option;
provided, that the Company shall not be required to issue fractional shares as a result of
any such adjustments. Any adjustment, however, in an outstanding Option shall be made without
change in the total price applicable to the unexercised portion of the Option but with a
corresponding adjustment in the price for each share covered by the unexercised portion of the
Option. Adjustments under this Section 6.1.1 shall be made by the Administrator, whose
determination as to the nature of the adjustments that shall be made, and the extent thereof, shall
be final, binding, and conclusive. If an adjustment under this Section 6.1.1 would result in a
fractional share interest under an option or any installment, the Administrator’s decision as to
inclusion or exclusion of that fractional share interest shall be final, but no fractional shares
of stock shall be issued under the Plan on account of any such adjustment.




          6.1.2 Corporate Transactions. Except as otherwise provided in the applicable
agreement, in the event of a Corporate Transaction (as defined below), the Administrator shall
notify each holder of an Option or SAR at least thirty (30) days prior thereto or as soon as may be
practicable. To the extent not then exercised all Options and SARs shall terminate immediately
prior to the consummation of such Corporate Transaction unless the Administrator determines
otherwise in its sole discretion; provided. however, that the Administrator, in its
sole discretion, may (i) permit exercise of any Options or SARs prior to their termination, even if
such Options or SARs would not otherwise have been exercisable, and/or (ii) provide that all or
certain of the outstanding Options and SARs shall be assumed or an equivalent Option or SAR
substituted by an applicable successor corporation or entity or any Affiliate of the successor
corporation or entity. A “Corporate Transaction” means (i) a liquidation or dissolution of the
Company; (ii) a merger or consolidation of the Company with or into another corporation or entity
(other than a merger with a wholly-owned subsidiary); (iii) a sale of all or substantially all of
the assets of the Company; or (iv) a purchase or other acquisition of more than 50% of the
outstanding stock of the Company by one person or by more than one person acting in concert.




          6.1.3 Time of Option or SAR Exercise. Subject to Section 5 and Section 6.3.4, an
Option or SAR granted under the Plan shall be exercisable (a) immediately as of the effective date
of the of the applicable agreement or (b) in accordance with a schedule or performance criteria as
may be set by the Administrator and specified in the applicable agreement. However, in no case may
an Option or SAR be exercisable until a written agreement in form and substance satisfactory to the
Company is executed by the Company and the grantee.




          6.1.4 Grant Date. The date of grant of an Option or SAR under the Plan shall be the
date approved or specified by the Administrator and reflected as the effective date of the
applicable agreement.




          6.1.5 Non-Transferability of Rights. Except with the express written approval of the
Administrator, which approval the Administrator is authorized to give only with respect to NQOs and
SARs, no Option or SAR granted under the Plan shall be assignable or otherwise



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transferable by the grantee except by will or by the laws of descent and distribution. During
the life of the grantee, an Option or SAR shall be exercisable only by the grantee or permitted
transferee.




          6.1.6 Payment. Except as provided below, payment in full, in cash, shall be made for
all Common Stock purchased at the time written notice of exercise of an Option is given to the
Company and the proceeds of any payment shall be considered general funds of the Company. The
Administrator, in the exercise of its absolute discretion after considering any tax, accounting and
financial consequences, may authorize any one or more of the following additional methods of
payment:




               (a) Subject to the Sarbanes-Oxley Act of 2002, acceptance of the optionee’s full recourse
promissory note for all or part of the Option price, payable on such terms and bearing such
interest rate as determined by the Administrator (but in no event less than the minimum interest
rate specified under the Code at which no additional interest or original issue discount would be
imputed), which promissory note may be either secured or unsecured in such manner as the
Administrator shall approve (including, without limitation, by a security interest in the shares of
the Company);



               (b) Subject to the discretion of the Administrator and the terms of the stock option agreement
granting the Option, delivery by the optionee of shares of Common Stock already owned by the
optionee for all or part of the Option price, provided the fair market value (determined as set
forth in Section 6.1.9) of such shares of Common Stock is equal on the date of exercise to the
Option price, or such portion thereof as the optionee is authorized to pay by delivery of such
stock;



               (c) Subject to the discretion of the Administrator, through the surrender of shares of Common
Stock then issuable upon exercise of the Option, provided the fair market value (determined as set
forth in Section 6.1.9) of such shares of Common Stock is equal on the date of exercise to the
Option price, or such portion thereof as the optionee is authorized to pay by surrender of such
stock; and



               (d) By means of so-called cashless exercises as permitted under applicable rules and
regulations of the Securities and Exchange Commission and the Federal Reserve Board.



          6.1.7 Withholding and Employment Taxes. At the time of exercise and as a condition
thereto, or at such other time as the amount of such obligation becomes determinable, the grantee
of an Option or SAR shall remit to the Company in cash all applicable federal and state withholding
and employment taxes. Such obligation to remit may be satisfied, if authorized by the
Administrator in its sole discretion, after considering any tax, accounting and financial
consequences, by the holder’s (i) delivery of a promissory note in the required amount on such
terms as the Administrator deems appropriate, (ii) tendering to the Company previously owned shares
of Common Stock or other securities of the Company with a fair market value equal to the required
amount, or (iii) agreeing to have shares of Common Stock (with a fair market value equal to the
required amount), which are acquired upon exercise of the Option or SAR, withheld by the Company.




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          6.1.8 Other Provisions. Each Option and SAR granted under the Plan may contain such
other terms, provisions, and conditions not inconsistent with the Plan as may be determined by the
Administrator, and each ISO granted under the Plan shall include such provisions and conditions as
are necessary to qualify the Option as an “incentive stock option” within the meaning of Section
422 of the Code.




          6.1.9 Determination of Value. For purposes of the Plan, the fair market value of
Common Stock or other securities of the Company shall be determined as follows:




               (a) If the stock of the Company is listed on a securities exchange or is regularly quoted by a
recognized securities dealer, and selling prices are reported, its fair market value shall be the
closing price of such stock on the date the value is to be determined, but if selling prices are
not reported, its fair market value shall be the mean between the high bid and low asked prices for
such stock on the date the value is to be determined (or if there are no quoted prices for the date
of grant, then for the last preceding business day on which there were quoted prices).



               (b) In the absence of an established market for the stock, the fair market value thereof shall
be determined in good faith by the Administrator, with reference to the Company’s net worth,
prospective earning power, dividend-paying capacity, and other relevant factors, including the
goodwill of the Company, the economic outlook in the Company’s industry, the Company’s position in
the industry, the Company’s management, and the values of stock of other corporations in the same
or a similar line of business.



          6.1.10 Option and SAR Term. No Option or SAR shall be exercisable more than 10 years
after the date of grant, or such lesser period of time as is set forth in the applicable agreement
(the end of the maximum exercise period stated in the agreement is referred to in the Plan as the
“Expiration Date”).




     6.2 Terms and Conditions to Which Only NQOs and SARs Are Subject. Options granted
under the Plan which are designated as NQOs and SARs shall be subject to the following terms and
conditions:



          6.2.1 Exercise Price. The exercise price of an NQO and the base value of an SAR shall
be the amount determined by the Administrator as specified in the option or SAR agreement, but
shall not be less than the fair market value of the Common Stock on the date of grant (determined
under Section 6.1.9).




          6.2.2 Termination of Employment. Except as otherwise provided in the applicable
agreement, if for any reason a grantee ceases to be employed by the Company or any of its
Affiliates, Options that are NQOs and SARs held at the date of termination (to the extent then
exercisable) may be exercised in whole or in part at any time within ninety (90) days of the date
of such termination (but in no event after the Expiration Date). For purposes of this Section
6.2.2, “employment” includes service as a director, consultant or adviser. For purposes of this
Section 6.2.2, a grantee’s employment shall not be deemed to terminate by reason of the grantee’s
transfer from the Company to an Affiliate, or vice versa, or sick leave, military leave or other
leave of absence approved by the Administrator, if the period of any such leave does not



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exceed ninety (90) days or, if longer, if the grantee’s right to reemployment by the Company
or any Affiliate is guaranteed either contractually or by statute.




     6.3 Terms and Conditions to Which Only ISOs Are Subject. Options granted under the
Plan which are designated as ISOs shall be subject to the following terms and conditions:



          6.3.1 Exercise Price. The exercise price of an ISO shall not be less than the fair
market value (determined in accordance with Section 6.1.9) of the stock covered by the Option at
the time the Option is granted. The exercise price of an ISO granted to any person who owns,
directly or by attribution under the Code (currently Section 424(d)), stock possessing more than
ten percent (10%) of the total combined voting power of all classes of stock of the Company or of
any Affiliate (a “Ten Percent Stockholder”) shall in no event be less than one hundred ten percent
(110%) of the fair market value (determined in accordance with Section 6.1.9) of the stock covered
by the Option at the time the Option is granted.




          6.3.2 Disqualifying Dispositions. If stock acquired by exercise of an ISO granted
pursuant to the Plan is disposed of in a “disqualifying disposition” within the meaning of Section
422 of the Code (a disposition within two (2) years from the date of grant of the Option or within
one year after the issuance of such stock on exercise of the Option), the holder of the stock
immediately before the disposition shall promptly notify the Company in writing of the date and
terms of the disposition and shall provide such other information regarding the Option as the
Company may reasonably require.




          6.3.3 Grant Date. If an ISO is granted in anticipation of employment as provided in
Section 5.4, the Option shall be deemed granted, without further approval, on the date the grantee
assumes the employment relationship forming the basis for such grant, and, in addition, satisfies
all requirements of the Plan for Options granted on that date.




          6.3.4 Term. Notwithstanding Section 6.1.10, no ISO granted to any Ten Percent
Stockholder shall be exercisable more than five (5) years after the date of grant.




          6.3.5 Termination of Employment. Except as otherwise provided in the stock option
agreement, if for any reason an optionee ceases to be employed by the Company or any of its
Affiliates, Options that are ISOs held at the date of termination (to the extent then exercisable)
may be exercised in whole or in part at any time within 90 days of the date of termination (but in
no event after the Expiration Date). For purposes of this Section 6.3.5, an optionee’s employment
shall not be deemed to terminate by reason of the optionee’s transfer from the Company to an
Affiliate, or vice versa, or sick leave, military leave or other leave of absence approved by the
Administrator, if the period of any such leave does not exceed ninety (90) days or, if longer, if
the optionee’s right to reemployment by the Company or any Affiliate is guaranteed either
contractually or by statute.




     6.4 Terms and Conditions Applicable Solely to SARs. In addition to the other terms
and conditions applicable to SARs in this Section 6, the holder shall be entitled to receive on
exercise of an SAR only Common Stock at a fair market value equal to the benefit to be received by
the exercise.




	7.	 	MANNER OF EXERCISE




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     7.1 An optionee wishing to exercise an Option or SAR shall give written notice to the Company
at its principal executive office, to the attention of the officer of the Company designated by the
Administrator, accompanied by payment of the exercise price and/or withholding taxes as provided in
Sections 6.1.6 and 6.1.7. The date the Company receives written notice of an exercise hereunder
accompanied by the applicable payment will be considered as the date such Option or SAR was
exercised.



     7.2 Promptly after receipt of written notice of exercise and the applicable payments called
for by Section 7.1, the Company shall, without stock issue or transfer taxes to the holder or other
person entitled to exercise the Option or SAR, deliver to the holder or such other person a
certificate or certificates for the requisite number of shares of Common Stock. A holder or
permitted transferee of an Option or SAR shall not have any privileges as a stockholder with
respect to any shares of Common Stock to be issued until the date of issuance (as evidenced by the
appropriate entry on the books of the Company or a duly authorized transfer agent) of such shares.




	8.	 	RESTRICTED STOCK





     8.1 Grant or Sale of Restricted Stock.



          8.1.1 No awards of restricted stock shall be granted under the Plan after ten (10) years from
the date of adoption of the Plan by the Board.




          8.1.2 The Administrator may issue Common Stock under the Plan as a grant or for such
consideration (including services, and, subject to the Sarbanes-Oxley Act of 2002, promissory
notes) as determined by the Administrator. Common Stock issued under the Plan shall be subject to
the terms, conditions and restrictions determined by the Administrator. The restrictions may
include restrictions concerning transferability, repurchase by the Company and forfeiture of the
shares issued, together with such other restrictions as may be determined by the Administrator. If
shares are subject to forfeiture or repurchase by the Company, all dividends or other distributions
paid by the Company with respect to the shares may be retained by the Company until the shares are
no longer subject to forfeiture or repurchase, at which time all accumulated amounts shall be paid
to the recipient. All Common Stock issued pursuant to this Section 8 shall be subject to a
purchase or grant agreement, which shall be executed by the Company and the prospective recipient
of the Common Stock prior to the delivery of certificates representing such stock to the recipient.
The purchase or grant agreement may contain any terms, conditions, restrictions, representations
and warranties required by the Administrator. The certificates representing the shares shall bear
any legends required by the Administrator. The Administrator may require any purchaser of
restricted stock to pay to the Company in cash upon demand amounts necessary to satisfy any
applicable federal, state or local tax withholding requirements. If the purchaser fails to pay the
amount demanded, the Administrator may withhold that amount from other amounts payable by the
Company to the purchaser, including salary, subject to applicable law. With the consent of the
Administrator in its sole discretion, a purchaser may deliver Common Stock to the Company to
satisfy this withholding obligation. Upon the issuance of restricted stock, the number of shares
reserved for issuance under the Plan shall be reduced by the number of shares issued.




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     8.2 Changes in Capital Structure. In the event of a change in the Company’s capital
structure, as described in Section 6.1.1, appropriate adjustments shall be made by the
Administrator, in its sole discretion, in the number and class of restricted stock subject to the
Plan and the restricted stock outstanding under the Plan; provided, however, that
the Company shall not be required to issue fractional shares as a result of any such adjustments.



     8.3 Corporate Transactions. In the event of a Corporate Transaction, as defined in
Section 6.1.2 hereof, to the extent not previously forfeited, all restricted stock shall be
forfeited immediately prior to the consummation of such Corporate Transaction unless the
Administrator determines otherwise in its sole discretion; provided, however, that
the Administrator, in its sole discretion, may remove any restrictions as to any restricted stock.
The Administrator may, in its sole discretion, provide that all outstanding restricted stock
participate in the Corporate Transaction with an equivalent stock substituted by an applicable
successor corporation subject to the restriction.




	9.	 	EMPLOYMENT OR CONSULTING RELATIONSHIP





     Nothing in the Plan or any Option granted under the Plan shall interfere with or limit in any
way the right of the Company or of any of its Affiliates to terminate the employment, consulting or
advising of any optionee or restricted stock holder at any time, nor confer upon any optionee or
restricted stock holder any right to continue in the employ of, or consult with, or advise, the
Company or any of its Affiliates.




	10.	 	CONDITIONS UPON ISSUANCE OF SHARES





     10.1 Securities Act. Shares of Common Stock shall not be issued pursuant to the
exercise of an Option or the receipt of restricted stock unless the exercise of such Option or such
receipt of restricted stock and the issuance and delivery of such shares pursuant thereto shall
comply with all relevant provisions of law, including, without limitation, the Securities Act of
1933, as amended (the “Securities Act”).



     10.2 Non-Compete Agreement. As a further condition to the receipt of Common Stock
pursuant to the exercise of an Option or the receipt of restricted stock, the optionee or recipient
of restricted stock may be required not to render services for any organization, or engage directly
or indirectly in any business, competitive with the Company at any time during which (i) an Option
is outstanding to such Optionee and for six (6) months after any exercise of an Option or the
receipt of Common Stock pursuant to the exercise of an Option and (ii) restricted stock is owned by
such recipient and for six (6) months after the restrictions on such restricted stock lapse.
Failure to comply with this condition shall cause such Option and the exercise or issuance of
shares thereunder and/or the award of restricted stock to be rescinded and the benefit of such
exercise, issuance or award to be repaid to the Company.




	11.	 	NON-EXCLUSIVITY OF THE PLAN





     The adoption of the Plan shall not be construed as creating any limitations on the power of
the Company to adopt such other incentive arrangements as it may deem desirable, including, without
limitation, the granting of stock options other than under the Plan.



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	12.	 	MARKET STAND-OFF





     Each optionee, holder of an SAR or recipient of restricted stock, if so requested by the
Company or any representative of the underwriters in connection with any registration of the
offering of any securities of the Company under the Securities Act, shall not sell or otherwise
transfer any shares of Common Stock acquired upon exercise of Options, SARs or receipt of
restricted stock during the 180-day period following the effective date of a registration statement
of the Company filed under the Securities Act; provided, however, that such
restriction shall apply only to a registration statement of the Company which includes securities
to be sold on behalf of the Company to the public in an underwritten public offering under the
Securities Act and the restriction period shall not exceed 90 days after the registration statement
becomes effective.




	13.	 	AMENDMENTS TO PLAN





     The Board may at any time amend, alter, suspend or discontinue the Plan. Without the consent
of an optionee, holder of an SAR or holder of restricted stock, no amendment, alteration,
suspension or discontinuance may adversely affect such person’s outstanding Option(s), SAR(s) or
the terms applicable to restricted stock except to conform the Plan and ISOs granted under the Plan
to the requirements of federal or other tax laws relating to ISOs. No amendment, alteration,
suspension or discontinuance shall require stockholder approval unless (a) stockholder approval is
required to preserve incentive stock option treatment for federal income tax purposes or (b) the
Board otherwise concludes that stockholder approval is advisable.




	14.	 	EFFECTIVE DATE OF PLAN; TERMINATION





     The Plan shall become effective upon adoption by the Board; provided, however,
that no Option or SAR shall be exercisable unless and until written consent of the stockholders of
the Company, or approval of stockholders of the Company voting at a validly called stockholders’
meeting, is obtained within twelve (12) months after adoption by the Board. If any Options or SARs
are so granted and stockholder approval shall not have been obtained within twelve (12) months of
the date of adoption of the Plan by the Board, such Options and SARs shall terminate retroactively
as of the date they were granted. Awards may be made under the Plan and exercise of Options and
SARs shall occur only after there has been compliance with all applicable federal and state
securities laws. The Plan (but not Options and SARs previously granted under the Plan) shall
terminate ten (10) years from the date of its adoption by the Board. Termination shall not affect
any outstanding Options or SARs or the terms applicable to previously awarded restricted stock.




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