Exhibit 10.2


THE MEDICINES COMPANY


2004 STOCK INCENTIVE PLAN(1)


1.             Purpose


The purpose of this 2004 Stock
Incentive Plan (the “Plan”) of The Medicines Company, a Delaware corporation (the “Company”), is to advance
the interests of the Company’s stockholders by enhancing the Company’s ability
to attract, retain and motivate persons who are expected to make important
contributions to the Company and by providing such persons with equity
ownership opportunities and performance-based incentives that are intended to
better align their interests with those of the Company’s stockholders.  Except where the context otherwise requires,
the term “Company” shall include any of the Company’s present or future parent
or subsidiary corporations as defined in Sections 424(e) or (f) of the
Internal Revenue Code of 1986, as amended, and any regulations promulgated
thereunder (the “Code”) and any other business venture (including, without
limitation, joint venture or limited liability company) in which the Company
has a controlling interest, as determined by the Board of Directors of the
Company (the “Board”).


2.             Eligibility


All of the Company’s employees,
officers and directors (including persons who have entered into an agreement
with the Company under which they will be employed by the Company in the
future), as well as all of the Company’s consultants and advisors that are
natural persons, are eligible to be granted options, restricted stock awards,
stock appreciation rights or other stock-based awards (each, an “Award”) under
the Plan.  Each person who has been
granted an Award under the Plan shall be deemed a “Participant”.


3.             Administration
and Delegation


(a)           Administration by Board of Directors.  The Plan will be administered by the
Board.  The Board shall have authority to
grant Awards and to adopt, amend and repeal such administrative rules,
guidelines and practices relating to the Plan as it shall deem advisable.  The Board may correct any defect, supply any
omission or reconcile any inconsistency in the Plan or any Award in the manner
and to the extent it shall deem expedient to carry the Plan into effect and it
shall be the sole and final judge of such expediency.  All decisions by the Board shall be made in
the Board’s sole discretion and shall be final and binding on all persons
having or claiming any interest in the Plan or in any Award.  No director or person acting pursuant to the
authority delegated by the Board shall be liable for any action or
determination relating to or under the Plan made in good faith.


(b)           Appointment of Committees.  To
the extent permitted by applicable law, the Board may delegate any or all of
its powers under the Plan to one or more committees or subcommittees of the
Board (a “Committee”).  All references in
the Plan to the “Board” shall mean the Board or a Committee of the Board or the
officers referred to in Section 3(c) to the 






(1)             The
Plan is restated to reflect the amendment to Section 4(a) approved by the board
of directors on April 11, 2006 and by stockholders at the 2006 Annual
Meeting.









 



 


extent that the Board’s powers or authority
under the Plan have been delegated to such Committee or officers.


(c)           Delegation to Officers.  To the extent permitted by applicable law, the
Board may delegate to one or more officers of the Company the power to grant
Awards to employees of the Company and to exercise such other powers under the
Plan as the Board may determine, provided that the Board shall fix the terms of
the Awards to be granted by such officers (including the exercise price of such
Awards, which may include a formula by which the exercise price will be
determined) and the maximum number of shares subject to Awards that the
officers may grant; provided further, however, that no officer shall be
authorized to grant Awards to any “executive officer” of the Company (as
defined by Rule 3b-7 under the Securities Exchange Act of 1934, as amended (the
“Exchange Act”)) or to any “officer” of the Company (as defined by Rule 16a-1 under
the Exchange Act).


4.             Stock
Available for Awards


(a)           Number of Shares. 
Subject to adjustment under Section 9, Awards may be made under the Plan
for up to 8,800,000 shares of common stock, $.001 par value per share, of the
Company (the “Common Stock”); provided, however, that, notwithstanding the
foregoing, no more than 800,000 shares of Common Stock may be issued pursuant
to Restricted Stock Awards or Other Stock Unit Awards (as such terms are
defined below).  If any Award expires or
is terminated, surrendered or canceled without having been fully exercised or
is forfeited in whole or in part (including as the result of shares of Common
Stock subject to such Award being repurchased by the Company at the original
issuance price pursuant to a contractual repurchase right) or results in any
Common Stock not being issued, the unused Common Stock covered by such Award
shall again be available for the grant of Awards under the Plan, subject,
however, in the case of Incentive Stock Options (as hereinafter defined), to
any limitations under the Code.  Shares
issued under the Plan may consist in whole or in part of authorized but
unissued shares or treasury shares.


(b)           Per-Participant Limit.  Subject to adjustment under Section 9,
the maximum number of shares of Common Stock with respect to which Awards may
be granted to any Participant under the Plan shall be 500,000 per calendar year. 
The per-Participant limit described in this Section 4(b) shall be
construed and applied consistently with Section 162(m) of the Code (“Section
162(m)”).


5.             Stock
Options


(a)           General.  The
Board may grant options to purchase Common Stock (each, an “Option”) and
determine the number of shares of Common Stock to be covered by each Option,
the exercise price of each Option and the conditions and limitations applicable
to the exercise of each Option, including conditions relating to applicable
federal or state securities laws, as it considers necessary or advisable.  An Option which is not intended to be an
Incentive Stock Option (as hereinafter defined) shall be designated a “Nonstatutory
Stock Option”.


(b)           Incentive Stock Options.  An Option that the Board intends to be an “incentive
stock option” as defined in Section 422 of the Code (an “Incentive Stock Option”)
shall only be 



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granted to employees of The Medicines
Company, any of The Medicines Company’s present or future parent or subsidiary
corporations as defined in Sections 424(e) or (f) of the Code, and any other
entities the employees of which are eligible to receive Incentive Stock Options
under the Code, and shall be subject to and shall be construed consistently
with the requirements of Section 422 of the Code.  The Company shall have no liability to a
Participant, or any other party, if an Option (or any part thereof) that is intended
to be an Incentive Stock Option is not an Incentive Stock Option.


(c)           Exercise Price. 
The Board shall establish the exercise price at the time each Option is
granted and specify it in the applicable option agreement; provided, however,
that the exercise price shall be not less than 100% of the fair market value as
determined by (or in a manner approved by) the Board at the time the Option is
granted.


(d)           Duration of Options.  Each Option shall be exercisable at such
times and subject to such terms and conditions as the Board may specify in the
applicable option agreement; provided, however, that no Option will be granted
for a term in excess of 10 years.


(e)           Exercise of Option. 
Options may be exercised by delivery to the Company of a written notice
of exercise signed by the proper person or by any other form of notice
(including electronic notice) approved by the Board together with payment in
full as specified in Section 5(f) for the number of shares for which the Option
is exercised.


(f)            Payment Upon Exercise.  Common Stock purchased upon the exercise of
an Option granted under the Plan shall be paid for as follows:


(1)           in cash or by check, payable to the order of the Company;


(2)           except as the Board may otherwise provide in an option
agreement, by (i) delivery of an irrevocable and unconditional undertaking by a
creditworthy broker to deliver promptly to the Company sufficient funds to pay
the exercise price and any required tax withholding or (ii) delivery by the
Participant to the Company of a copy of irrevocable and unconditional
instructions to a creditworthy broker to promptly pay to the Company the
exercise price and any required tax withholding;


(3)           when the Common Stock is registered under the Exchange
Act, by delivery of shares of Common Stock owned by the Participant valued at
their fair market value as determined by (or in a manner approved by) the
Board, provided (i) such method of payment is then permitted under applicable
law, (ii) such Common Stock, if acquired directly from the Company, was owned
by the Participant at least six months prior to such delivery and (iii) such
Common Stock is not subject to any repurchase, forfeiture, unfulfilled vesting
or other similar requirements;


(4)           to the extent permitted by applicable law and by the
Board, by (i) delivery of a promissory note of the Participant to the Company
on terms determined by the Board, or (ii) payment of such other lawful
consideration as the Board may determine; or


(5)           by any combination of the above permitted forms of payment.



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(g)           Substitute Options. 
In connection with a merger or consolidation of an entity with the
Company or the acquisition by the Company of property or stock of an entity,
the Board may grant Options in substitution for any options or other stock or
stock-based awards granted by such entity or an affiliate thereof prior to such
merger, consolidation or acquisition. 
Substitute Options may be granted on such terms as the Board deems
appropriate in the circumstances, notwithstanding any limitations on Options
contained in the other sections of this Section 5 or in Section 2.


(h)           No Repricing. 
Without prior stockholder approval, the Company may not engage in any
repricing with respect to any Option or Options which requires stockholder
approval under the rules of the Nasdaq National Market or the principal market
on which the Company’s Common Stock is then traded.


(i)            No Reload Rights.  No Option granted under the Plan shall
contain any provision entitling the optionee to the automatic grant of
additional Options in connection with any exercise of the original Option.


6.             Stock
Appreciation Rights


(a)           Nature of Stock Appreciation
Rights. A Stock Appreciation Right is an
Award entitling the holder on exercise to receive an amount in cash or Common
Stock or a combination thereof (such form to be determined by the Board)
determined in whole or in part by reference to appreciation, from and after the
date of grant, in the fair market value of a share of Common Stock (an “SAR
Award”).  A Stock Appreciation Right may
be based solely on appreciation in the fair market value of Common Stock or on
a comparison of such appreciation with some other measure of market growth such
as (but not limited to) appreciation in a recognized market index.  The date as of which such appreciation or
other measure is determined shall be the exercise date unless another date is
specified by the Board in the SAR Award.


(b)           Grants.  Stock Appreciation Rights may be granted in
tandem with, or independently of, Options granted under the Plan.


(1)           Rules Applicable to Tandem Awards. 
When Stock Appreciation Rights are expressly granted in tandem with
Options, the Stock Appreciation Right will be exercisable only at such time or
times, and on such conditions, as the Board may specify in the SAR Award or the
related Options.


(2)           Exercise of Independent Stock
Appreciation Rights.  A Stock
Appreciation Right not expressly granted in tandem with an Option will become
exercisable at such time or times, and on such conditions, as the Board may
specify in the SAR Award.


(c)           Exercise. 
Any exercise of a Stock Appreciation Right must be in writing, signed by
the proper person and delivered or mailed to the Company, accompanied by any
other documents required by the Board.



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7.             Restricted
Stock.


(a)           Grants.  The
Board may grant Awards entitling recipients to acquire shares of Common Stock,
subject to the right of the Company to repurchase all or part of such shares at
their issue price or other stated or formula price (or to require forfeiture of
such shares if issued at no cost) from the recipient in the event that
conditions specified by the Board in the applicable Award are not satisfied
prior to the end of the applicable restriction period or periods established by
the Board for such Award (each, a “Restricted Stock Award”).


(b)           Terms and Conditions.  The Board shall determine the terms and
conditions of a Restricted Stock Award, including the conditions for repurchase
(or forfeiture) and the issue price, if any.


(c)           Limitation on Vesting.   Restricted Stock Awards shall not vest
earlier than the first anniversary of the date of grant.  Notwithstanding any other provision of this
Plan, the Board may, in its discretion, either at the time a Restricted Stock
Award is made or at any time thereafter, waive its right to repurchase shares
of Common Stock (or waive the forfeiture thereof) or remove or modify any part
or all of the restrictions applicable to the Restricted Stock Award, provided
that the Board may only exercise such rights in extraordinary circumstances
which shall include, without limitation, death or disability of the
Participant; a merger, consolidation, sale, reorganization, recapitalization,
or change in control of the Company; or any other nonrecurring significant
event affecting the Company, a Participant or the Plan.


(d)           Stock Certificates. 
Any stock certificates issued in respect of a Restricted Stock Award
shall be registered in the name of the Participant and, unless otherwise
determined by the Board, deposited by the Participant, together with a stock
power endorsed in blank, with the Company (or its designee).  At the expiration of the applicable
restriction periods, the Company (or such designee) shall deliver the
certificates no longer subject to such restrictions to the Participant or if the
Participant has died, to the beneficiary designated, in a manner determined by
the Board, by a Participant to receive amounts due or exercise rights of the
Participant in the event of the Participant’s death (the “Designated
Beneficiary”).  In the absence of an
effective designation by a Participant, “Designated Beneficiary” shall mean the
Participant’s estate.


8.             Other
Stock-Based Awards.


Other Awards of shares of
Common Stock, and other Awards that are valued in whole or in part by reference
to, or are otherwise based on, shares of Common Stock or other property, may be
granted hereunder to Participants (“Other Stock Unit Awards”), including
without limitation Awards entitling recipients to receive shares of Common
Stock to be delivered in the future.  Such Other Stock Unit Awards shall also be
available as a form of payment in the settlement of other Awards granted under
the Plan or as payment in lieu of compensation to which a Participant is
otherwise entitled.  Other Stock Unit
Awards may be paid in shares of Common Stock or cash, as the Board shall
determine.  Subject to the provisions of
the Plan, the Board shall determine the conditions of each Other Stock Unit
Awards, including any purchase price applicable thereto.  At the time any Award is granted, the Board
may provide that, at the time Common Stock would otherwise be delivered
pursuant to the Award, the Participant will 



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instead receive an instrument
evidencing the Participant’s right to future delivery of the Common Stock.


9.             Adjustments for Changes in Common Stock and Certain
Other Events.


(a)           Changes in Capitalization.  In the event of any stock split, reverse
stock split, stock dividend, recapitalization, combination of shares,
reclassification of shares, spin-off or other similar change in capitalization
or event, or any distribution to holders of Common Stock other than an ordinary
cash dividend, (i) the number and class of securities available under this
Plan, (ii) the limits on Awards set forth in Section 4(a) and the
per-Participant limit set forth in Section 4(b), (iii) the number and class of
securities and exercise price per share subject to each outstanding Option,
(iv) the repurchase price per share subject to each outstanding Restricted
Stock Award and (v) the share- and per-share-related provisions of each
outstanding Stock Appreciation Right and Other Stock Unit Award shall be
appropriately adjusted by the Company (or substituted Awards may be made, if
applicable) to the extent determined by the Board.


(b)           Reorganization and Change in
Control Events


(1)           Definitions


(a)                                  A
“Reorganization Event” shall mean:


(i)                                     any
merger or consolidation of the Company with or into another entity as a result
of which all of the Common Stock of the Company is converted into or exchanged
for the right to receive cash, securities or other property;


(ii)                                  any
exchange of all of the Common Stock of the Company for cash, securities or
other property pursuant to a share exchange transaction; or


(iii)                               any
liquidation or dissolution of the Company.


(b)                                 A
“Change in Control Event” shall mean:


(i)                                     any
sale or transfer of all or substantially all of the assets of the Company to
another corporation or entity, any merger, consolidation or reorganization of
the Company into or with another corporation or entity, with the result that,
upon conclusion of the transaction, the voting securities of the Company
immediately prior thereto do not represent (either by remaining outstanding or
by being converted into voting securities of the surviving entity) more than
50% of the combined voting power of the voting securities of the continuing or
surviving entity of such consolidation, merger or reorganization; or



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(ii)                                  a
disclosure that any person (as the term “person” is used in
Section 13(d)(3) or Section 14(d)(2) of the Exchange Act), other than
(A) the Company or (B) any corporation owned directly or indirectly
by the stockholders of the Company in substantially the same proportion as
their ownership of stock of the Company, becomes the beneficial owner as the term
“beneficial owner” is defined under Rule 13d-3 or any successor rule or
regulation thereto under the Exchange Act) of securities representing 30% or
more of the combined voting power of the then outstanding voting securities of
the Company; or


(iii)                               such
time as individuals who as of the date of the initial adoption of this Plan
constitute the Board of Directors of the Company, and any new director (other
than a director designated by a person who has entered into an agreement with
the Company to effect any transaction described in clause (i) or (ii) of
this section) whose election by the Board or nomination for election by the
Company’s stockholders was approved by a vote of at least two-thirds of the
directors then still in office who were either directors at the beginning of
the period or whose election or whose nomination for election was previously so
approved, cease for any reason to constitute a majority of the Board of
Directors; or


(iv)                              the
liquidation or dissolution of the Company.


(c)           “Cause”
shall mean (i) conviction of any felony or any crime involving moral turpitude
or dishonesty; (ii) participation in a fraud or act of dishonesty against the
Company (or, if applicable, a successor corporation to the Company); (iii)
willful and material breach of the Company’s policies (or, if applicable, a
successor corporation to the Company); (iv) intentional and material damage to
the Company’s property (or, if applicable, a successor corporation to the
Company); or (v) material breach of the Participant’s confidentiality
obligations or duties under the Participant’s non-disclosure, non-competition
or other similar agreement with the Company (or, if applicable, a successor
corporation to the Company).


(d)           “Termination
Event” shall mean the termination of the Participant’s employment (i) by the
Company or the acquiring or succeeding corporation without Cause; (ii) as a
result of Participant’s death or disability (within the meaning of Section
22(4)(3) of the Code); or (iii) by the Participant upon written notice given promptly
after the Company’s or the acquiring or succeeding corporation’s taking of any
of the following actions, which actions shall not have been cured within a 30-



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day period following such notice: (A) the principal
place of the performance of the Participant’s responsibilities (the “Principal
Location”) is changed to a location outside of a 30 mile radius from the
Principal Location immediately prior to the Reorganization Event; (B) there is
a material reduction in the Participant’s responsibilities without Cause; (C)
there is a material reduction in the Participant’s salary; or (D) there is a
significant diminution in the scope of the Participant’s responsibilities
without the Participant’s agreement (excluding increases in responsibility and
sideways moves to jobs with similar descriptions).


(2)           Effect on Options


(a)                                  Reorganization
Event.  Upon the occurrence of a
Reorganization Event (regardless of whether such event also constitutes a
Change in Control Event), or the execution by the Company of any agreement with
respect to a Reorganization Event (regardless of whether such event will result
in a Change in Control Event), the Board shall provide that all outstanding
Options shall be assumed, or equivalent options shall be substituted, by the
acquiring or succeeding corporation (or an affiliate thereof); provided that if
such Reorganization Event also constitutes a Change in Control Event, except to
the extent specifically provided to the contrary in the instrument evidencing
any Option or any other agreement between a Participant and the Company, such
assumed or substituted options shall become immediately exercisable in full if,
on or prior to the first anniversary of the date of the consummation of the
Change in Control Event, a Termination Event occurs.  For purposes hereof, an Option shall be
considered to be assumed if, following consummation of the Reorganization
Event, the Option confers the right to purchase, for each share of Common Stock
subject to the Option immediately prior to the consummation of the
Reorganization Event, the consideration (whether cash, securities or other
property) received as a result of the Reorganization Event by holders of Common
Stock for each share of Common Stock held immediately prior to the consummation
of the Reorganization Event (and if holders were offered a choice of
consideration, the type of consideration chosen by the holders of a majority of
the outstanding shares of Common Stock); provided, however, that if the
consideration received as a result of the Reorganization Event includes but
does not solely consist of common stock of the acquiring or succeeding
corporation (or an affiliate thereof), the Company may, with the consent of the
acquiring or succeeding corporation, provide for the consideration to be received
upon the exercise of Options to consist solely of common stock of the acquiring
or succeeding corporation (or an affiliate thereof) equivalent in fair market
value to the per share consideration



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received by holders of
outstanding shares of Common Stock as a result of the Reorganization Event.


Notwithstanding the
foregoing, (i) if the acquiring or succeeding corporation (or an affiliate
thereof) does not agree to assume, or substitute for, such Options, or in the
event of a liquidation or dissolution of the Company, the Board shall, upon
written notice to the Participants, provide that all then unexercised Options
will become exercisable in full as of a specified time prior to the
Reorganization Event and will terminate immediately prior to the consummation
of such Reorganization Event, except to the extent exercised by the
Participants before the consummation of such Reorganization Event, and (ii) in
the event of a Reorganization Event under the terms of which holders of Common
Stock will receive upon consummation thereof a cash payment for each share of
Common Stock surrendered pursuant to such Reorganization Event (the “Acquisition
Price”), the Board shall either (A) upon written notice to the Participants,
provide that all then unexercised Options will become exercisable in full as of
a specified time prior to the Reorganization Event and will terminate
immediately prior to the consummation of such Reorganization Event, except to
the extent exercised by the Participants before the consummation of such
Reorganization Event or (B) provide that all outstanding Options shall
terminate upon consummation of such Reorganization Event and that each
Participant shall receive, in exchange therefor, a cash payment equal to the
amount (if any) by which (x) the Acquisition Price multiplied by the number of
shares of Common Stock subject to such outstanding Options (whether or not then
exercisable), exceeds (y) the aggregate exercise price of such Options.


(b)                                 Change
in Control Event that is not a Reorganization Event.  Upon the occurrence of a Change in Control
Event that does not also constitute a Reorganization Event, except to the
extent specifically provided to the contrary in the instrument evidencing any
Option or any other agreement between a Participant and the Company, each such
Option shall become immediately exercisable in full if, on or prior to the
first anniversary of the date of the consummation of the Change in Control
Event, a Termination Event occurs.


(3)           Effect on Restricted Stock Awards


(a)                                  Reorganization
Event that is not a Change in Control Event. Upon the occurrence of a
Reorganization Event that is not a Change in Control Event, the repurchase and
other rights of the Company under each outstanding Restricted Stock Award shall
inure to the benefit of the Company’s successor and shall apply to the cash,



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securities or other
property which the Common Stock was converted into or exchanged for pursuant to
such Reorganization Event in the same manner and to the same extent as they
applied to the Common Stock subject to such Restricted Stock Award.


(b)                                 Change
in Control Event.  Upon the
occurrence of a Change in Control Event (regardless of whether such event also
constitutes a Reorganization Event), except to the extent specifically provided
to the contrary in the instrument evidencing any Restricted Stock Award or any
other agreement between a Participant and the Company, each such Restricted
Stock Award shall immediately become free from all conditions or restrictions
if, on or prior to the first anniversary of the date of the consummation of the
Change in Control Event, a Termination Event occurs.


(4)           Effect on Stock Appreciation
Rights and Other Stock Unit Awards


The Board may specify in an Award at the time of the
grant the effect of a Reorganization Event and Change in Control Event on any
SAR and Other Stock Unit Award.


10.           General
Provisions Applicable to Awards


(a)           Transferability of Awards.  Except as the Board may otherwise determine
or provide in an Award, Awards shall not be sold, assigned, transferred,
pledged or otherwise encumbered by the person to whom they are granted, either
voluntarily or by operation of law, except by will or the laws of descent and
distribution or, other than in the case of an Option intended to be an
Incentive Stock Option, pursuant to a qualified domestic relations order, and,
during the life of the Participant, shall be exercisable only by the
Participant.  References to a
Participant, to the extent relevant in the context, shall include references to
authorized transferees.   Notwithstanding
the foregoing, a Participant may transfer any Award by means of a gift to a
family member (as such term is defined in General Instruction A to Form S-8, as
may be amended from time to time) of such Participant, provided that prior
written notice of such gift is provided to the Company.


(b)           Documentation. 
Each Award shall be evidenced in such form (written, electronic or
otherwise) as the Board shall determine. 
Each Award may contain terms and conditions in addition to those set forth
in the Plan.


(c)           Board Discretion. 
Except as otherwise provided by the Plan, each Award may be made alone
or in addition or in relation to any other Award.  The terms of each Award need not be
identical, and the Board need not treat Participants uniformly.


(d)           Termination of Status.  The Board shall determine the effect on an
Award of the disability, death, retirement, authorized leave of absence or
other  change in the employment or other
status of a Participant and the extent to which, and the period during which,
the Participant,



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 or the
Participant’s legal representative, conservator, guardian or Designated
Beneficiary, may exercise rights under the Award.


(e)           Withholding. 
Each Participant shall pay to the Company, or make provision
satisfactory to the Company for payment of, any taxes required by law to be
withheld in connection with Awards to such Participant pursuant to such rules
and procedures as the Company may adopt. 
Except as the Board may otherwise provide in an Award, when the Common Stock
is registered under the Exchange Act, Participants may satisfy such tax
obligations in whole or in part by delivery of shares of Common Stock,
including shares retained from the Award creating the tax obligation, valued at
their fair market value as determined by (or in a manner approved by) the
Board; provided, however, that the total tax withholding where stock is being
used to satisfy such tax obligations cannot exceed the Company’s minimum
statutory withholding obligations (based on minimum statutory withholding rates
for federal and state tax purposes, including payroll taxes, that are
applicable to such supplemental taxable income).  Shares surrendered to satisfy tax withholding
requirements cannot be subject to any repurchase, forfeiture, unfulfilled
vesting or other similar requirements. 
The Company may, to the extent permitted by law, deduct any such tax
obligations from any payment of any kind otherwise due to a Participant.


(f)            Amendment of Award.  Except as prohibited by Section 5(h), the Board
may amend, modify or terminate any outstanding Award, including but not limited
to, substituting therefor another Award of the same or a different type,
changing the date of exercise or realization, and converting an Incentive Stock
Option to a Nonstatutory Stock Option, provided that the Participant’s consent
to such action shall be required unless the Board determines that the action,
taking into account any related action, would not materially and adversely
affect the Participant.


(g)           Conditions on Delivery of Stock.  The Company will not be obligated to deliver
any shares of Common Stock pursuant to the Plan or to remove restrictions from
shares previously delivered under the Plan until (i) all conditions of the
Award have been met or removed to the satisfaction of the Company, (ii) in
the opinion of the Company’s counsel, all other legal matters in connection
with the issuance and delivery of such shares have been satisfied, including
any applicable securities laws and any applicable stock exchange or stock
market rules and regulations, and (iii) the Participant has executed and
delivered to the Company such representations or agreements as the Company may
consider appropriate to satisfy the requirements of any applicable laws, rules
or regulations.


(h)           Acceleration. 
The Board may at any time provide that any Award shall become
immediately exercisable in full or in part, free of some or all restrictions or
conditions, or otherwise realizable in full or in part, as the case may be.


(i)            Deferrals. 
The Board may permit Participants to defer receipt of any Common Stock
issuable upon exercise of an Option or upon the lapse of any restriction
applicable to any Restricted Stock Award, subject to such rules and procedures
as it may establish.



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(11)         Miscellaneous


(a)           No Right To Employment or Other Status.  No person shall have any claim or right to be
granted an Award, and the grant of an Award shall not be construed as giving a
Participant the right to continued employment or any other relationship with
the Company.  The Company expressly
reserves the right at any time to dismiss or otherwise terminate its
relationship with a Participant free from any liability or claim under the
Plan, except as expressly provided in the applicable Award.


(b)           No Rights As Stockholder.  Subject to the provisions of the applicable
Award, no Participant or Designated Beneficiary shall have any rights as a
stockholder with respect to any shares of Common Stock to be distributed with
respect to an Award until becoming the record holder of such shares.  Notwithstanding the foregoing, in the event
the Company effects a split of the Common Stock by means of a stock dividend
and the exercise price of and the number of shares subject to such Option are
adjusted as of the date of the distribution of the dividend (rather than as of
the record date for such dividend), then an optionee who exercises an Option
between the record date and the distribution date for such stock dividend shall
be entitled to receive, on the distribution date, the stock dividend with
respect to the shares of Common Stock acquired upon such Option exercise,
notwithstanding the fact that such shares were not outstanding as of the close
of business on the record date for such stock dividend.


(c)           Effective Date and Term of Plan.  The Plan shall become effective on the date
on which it is adopted by the Board, but no Award may be granted unless and
until the Plan has been approved by the Company’s stockholders.  No Awards shall be granted under the Plan
after the date 10 years from the date on which the Plan was adopted by the
Board, provided that Awards granted prior to that date may extend beyond such
date.


(d)           Amendment of Plan. 
The Board may amend, suspend or terminate the Plan or any portion
thereof at any time; provided that, to the extent determined by the Board, no
amendment requiring stockholder approval under any applicable legal, regulatory
or listing requirement shall become effective until such stockholder approval
is obtained.  No Award shall be made that
is conditioned upon stockholder approval of any amendment to the Plan.


(e)           Provisions for Foreign Participants.  The Board may, without amending the Plan,
modify Awards or Options granted to Participants who are foreign nationals or
employed outside the United States or establish subplans under the Plan to
recognize differences in laws, rules, regulations or customs of such foreign
jurisdictions with respect to tax, securities, currency, employee benefit or
other matters.


(f)            Governing Law. 
The provisions of the Plan and all Awards made hereunder shall be
governed by and interpreted in accordance with the laws of the State of
Delaware, without regard to any applicable conflicts of law.


 



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