**Exhibit 10.2**

 

**2009 STOCK OPTION PLAN**

**OF**

**IRIS BIOTECHNOLOGIES INC.**

 

# ***1.***                                      PURPOSES OF THEPLAN

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The purposes ofthe 2009 Stock Option Plan (the “***Plan***”) ofIris BioTechnologies Inc., a California corporation (the “***Company***”),are to:

 

#### (a)                                  Encourageselected employees, directors and consultants to improve operations andincrease profits of the Company;

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#### (b)                                 Encourageselected employees, directors and consultants to accept or continue employmentor association with the Company or its Affiliates; and

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#### (c)                                  Increasethe interest of selected employees, directors and consultants in the Company’swelfare through participation in the growth in value of the common stock of theCompany (the “***Common Stock***”).

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Options grantedunder this Plan (“***Options***”) may be “incentivestock options” (“***ISOs***”) intended to satisfythe requirements of Section 422 of the Internal Revenue Code of 1986, asamended (the “***Code***”), or “nonqualifiedoptions” (“***NQOs***”).

 

# ***2.***                                      ELIGIBLE PERSONS

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Every person whoat the date of grant of an Option is an employee of the Company or of anyAffiliate (as defined below) of the Company is eligible to receive NQOs or ISOsunder this Plan.  Every person who at thedate of grant is a consultant to, or nonemployee director of, the Company orany Affiliate (as defined below) of the Company is eligible to receive NQOsunder this Plan.  The term “***Affiliate***” as used in the Plan meansa 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.

 

# ***3.***                                      STOCK SUBJECT TOTHIS PLAN

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Subject to theprovisions of Section 6.1.1 of the Plan, the total number of shares ofstock which may be issued under options granted pursuant to this Plan and thetotal number of shares provided for issuance under this Plan shall be 2,184,108shares of Common Stock and shall at no time exceed the applicable percentage ascalculated in accordance with Section 260.140.45 of Chapter 3 of Title 10of the California Code of Regulations. The shares covered by the portion of any grant under the Plan, whichexpires unexercised shall become available again for grants under the Plan.

 

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# ***4.***                                      ADMINISTRATION

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## 4.1                                 ***General***.  This Plan shall be administered by the Boardof Directors of the Company (the “***Board***”) or,either in its entirety or only insofar as required pursuant to Section 4(b) hereof,by a committee (the “***Committee***”)of at least two Board members to which administration of the Plan, or of partof the Plan, is delegated (in either case, the “***Administrator***”).

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## 4.2                                 ***Public Company***.** **From and after such time as theCompany registers a class of equity securities under Section 12 of theSecurities Exchange Act of 1934, as amended (the “***ExchangeAct***”), it is intended that this Plan shall be administered inaccordance with the disinterested administration requirements of Rule 16b-3promulgated by the Securities and Exchange Commission (“***Rule 16b-3***”),or any successor rule thereto.

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## 4.3                                 ***Authority of Administrator***.  Subject to the other provisions of this Plan,the Administrator shall have the authority, in its discretion: (i) togrant Options; (ii) to determine the fair market value of the Common Stocksubject to Options; (iii) to determine the exercise price of Optionsgranted; (iv) to determine the persons (each an “***Optionee***”)to whom, and the time or times at which, Options shall be granted, and thenumber of shares subject to each Option; (v) to interpret this Plan; (vi) toprescribe, amend, and rescind rules and regulations relating to this Plan;(vii) to determine the terms and provisions of each Option granted (whichneed not be identical), including but not limited to, the time or times atwhich Options shall be exercisable; (viii) with the consent of theOptionee, to modify or amend any Option; (ix) to defer (with the consentof the Optionee) the exercise date of any Option; (x) to authorize anyperson to execute on behalf of the Company any instrument evidencing the grantof an Option; and (xi) to make all other determinations deemed necessary oradvisable for the administration of this Plan. The Administrator may delegate nondiscretionary administrative duties tosuch employees of the Company as it deems proper.

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## 4.4                                 ***Interpretation by Administrator***.  All questions of interpretation,implementation, and application of this Plan shall be determined by theAdministrator.  Such determinations shallbe final and binding on all persons.

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## 4.5                                 ***Rule 16b-3***. ** **With respect topersons subject to Section 16 of the Exchange Act, if any, transactionsunder this Plan are intended to comply with the applicable conditions of Rule 16b-3,or any successor rule thereto.  Tothe extent any provision of this Plan or action by the Administrator fails toso comply, it shall be deemed null and void, to the extent permitted by law anddeemed advisable by the Administrator. Notwithstanding the above, it shall bethe responsibility of such persons, not of the Company or the Administrator, tocomply with the requirements of Section 16 of the Exchange Act; andneither the Company nor the Administrator shall be liable if this Plan or anytransaction under this Plan fails to comply with the applicable conditions of Rule 16b-3or any successor rule thereto, or if any such person incurs any liabilityunder Section 16 of the Exchange Act.

 

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# ***5.***                                      GRANTING OFOPTIONS; OPTION AGREEMENT

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## 5.1                                 ***Termination of Plan***.  No options shall be granted under this Planafter ten years from the date of adoption of this Plan by the Board.

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## 5.2                                 ***Stock Option Agreement***.** **Each Option shall beevidenced by a written stock option agreement (the “***OptionAgreement***”), in form satisfactory to the Company, executed bythe Company and the person to whom such Option is granted; provided, however,that the failure by the Company, the Optionee, or both, to execute the OptionAgreement shall not invalidate the granting of an Option, although the exerciseof each option shall be subject to Section 6.1.3.

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## 5.3                                 ***Type of Option***.  The Option Agreement shall specify whethereach Option it evidences is an NQO or an ISO.

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## 5.4                                 ***Early Approval of Grants***.** **Subject to Section 6.3.3with respect to ISOs, the Administrator may approve the grant of Options underthis Plan to persons who are expected to become employees, directors orconsultants of the Company, but are not employees, directors or consultants atthe date of approval.

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# ***6.***                                      TERMS ANDCONDITIONS OF OPTIONS

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Each Optiongranted under this Plan shall be subject to the terms and conditions set forthin Section 6.1.  NQOs shall be alsosubject to the terms and conditions set forth in Section 6.2, but notthose 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.

 

## 6.1                                 ***Terms and Conditions to Which All Options AreSubject***.  Options grantedunder this 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 stockof the Company is changed by reason of a stock split, reverse stock split,stock dividend, or recapitalization, combination or reclassification,appropriate adjustments shall be made by the Board in (a) the number andclass of shares of stock subject to this Plan and each Option outstanding underthis Plan, and (b) the exercise price of each outstanding Option;provided, however, that the Company shall not be required to issue fractionalshares as a result of any such adjustments. Each such adjustment shall be subject to approval by the Board in itsabsolute discretion.

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### 6.1.2                        ***Corporate Transactions***.

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#### (a)                                  ***Dissolution or Liquidation***.  In the event of the proposed dissolution orliquidation of the Company, the Administrator shall notify each Optionee atleast 30 days prior to such proposed action. To the extent not previously exercised, all Options will terminateimmediately prior to the consummation of such proposed action.

 

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#### (b)                                 ***Merger or Asset Sale***.  In the event of a merger of the Company withor into another corporation, or the sale of substantially all of the assets ofthe Company:

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##### (i)                                     ***Options***.  Each Option shall be assumed or an equivalentoption substituted by the successor corporation (including as a “successor” anypurchaser of substantially all of the assets of the Company) or a parent orsubsidiary of the successor corporation. In the event that the successor corporation refuses to assume orsubstitute for the Option, the Optionee shall have the right to exercise theOption as to all of the shares of Common Stock covered by the Option, includingShares as to which it would not otherwise be exercisable.  If an Option is exercisable in lieu ofassumption or substitution in the event of a merger or sale of assets, theAdministrator shall notify the Optionee that the Option shall be fullyexercisable for a period of 15 days from the date of such notice, and theOption shall terminate upon the expiration of such period.  For the purposes of this paragraph, theOption shall be considered assumed if, following the merger or sale of assets,the option confers the right to purchase or receive, for each share of CommonStock subject to the Option immediately prior to the merger or sale of assets,the consideration (whether stock, cash, or other securities or property)received in the merger or sale of assets by holders of Common Stock for eachshare held on the effective date of the transaction (and if holders wereoffered a choice of consideration, the type of consideration chosen by theholders of a majority of the outstanding shares); provided, however, that ifsuch consideration received in the merger or sale of assets was not solelycommon stock of the successor corporation or its parent entity, theAdministrator may, with the consent of the successor corporation, provide forthe consideration to be received upon the exercise of the Option, for eachShare of Common Stock subject to the Option, to be solely common stock of thesuccessor corporation or its parent entity equal in fair market value to theper share consideration received by holders of Common Stock in the merger orsale of assets.

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### 6.1.3                        ***Time of Option Exercise***.  Subject to Section 5 and Section 6.3.4,Options granted under this Plan shall be exercisable (a) immediately as ofthe effective date of the Option Agreement granting the Option, or (b) inaccordance with a schedule related to the date of the grant of the Option, thedate of first employment, or such other date as may be set by the Administrator(in any case, the “***Vesting Base Date***”) andspecified in the Option Agreement relating to such Option; provided, however,that with respect to Options granted to employees who are not officers,directors or consultants, the right to exercise an Option must vest at the rateof at least 20% per year over five years from the date the Option wasgranted.  Options granted to officers,directors or consultants may become fully exercisable, subject to reasonableconditions such as continued employment, at any time or during any periodestablished by the Board of the Administrator in accordance with thisPlan.  In any case, no Option shall be exercisableuntil a written Option Agreement in form satisfactory to the Company isexecuted by the Company and the Optionee.

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### 6.1.4                        ***Option Grant Date***.  Except in the case of advance approvalsdescribed in Section 5.4, the date of grant of an Option under this Planshall be the date as of which the Administrator approves the grant.

 

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### 6.1.5                        ***Nonassignability of Option Rights***.  Except as otherwise determined by theAdministrator and expressly set forth in the Option Agreement, no Optiongranted under this Plan shall be assignable or otherwise transferable by theOptionee except by will or by the laws of descent and distribution.  During the life of the Optionee, except asotherwise determined by the Administrator and expressly set forth in the OptionAgreement, an Option shall be exercisable only by the Optionee.

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### 6.1.6                        ***Payment***.  Except as provided below, payment in full, incash, shall be made for all stock purchased at the time written notice ofexercise of an Option is given to the Company, and proceeds of any paymentshall constitute general funds of the Company. At the time an Option is granted or exercised, the Administrator, in theexercise of its absolute discretion after considering any tax or accounting consequences,may authorize any one or more of the following additional methods of payment:

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#### (a)                                  Acceptanceof the Optionee’s full recourse promissory note for all or part of the Optionprice, payable on such terms and bearing such interest rate as determined bythe Administrator (but in no event less than the minimum interest ratespecified under the Code at which no additional interest would be imputed andin no event more than the maximum interest rate allowed under applicable usurylaws), which promissory note may be either secured or unsecured in such manneras the Administrator shall approve (including, without limitation, by asecurity interest in the shares of the Company); and

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#### (b)                                 Deliveryby the Optionee of Common Stock already owned by the Optionee for all or partof the Option price, provided the value (determined as set forth in Section 6.1.11)of such Common Stock is equal on the date of exercise to the Option price, orsuch portion thereof as the Optionee is authorized to pay by delivery of suchstock; provided, however, that if an Optionee has exercised any portion of anyOption granted by the Company by delivery of Common Stock, the Optionee maynot, within six months following such exercise, exercise any Option grantedunder this Plan by delivery of Common Stock without the consent of theAdministrator.

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### 6.1.7                        ***Termination of Employment***.

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#### (a)                                  If,for any reason other than death, disability or “cause” (as defined below), anOptionee ceases to be employed by the Company or any of its Affiliates (suchevent being called a “***Termination***”),Options held at the date of Termination (to the extent then exercisable) may beexercised in whole or in part at any time within three months of the date ofsuch Termination, or such other period of not less than 30 days after the dateof such Termination as is specified in the Option Agreement (but in no eventafter the Expiration Date); provided, that if such exercise of theOption would result in liability for the Optionee under Section 16(b) ofthe Exchange Act, then such 90-day period automatically shall be extended untilthe tenth day following the last date upon which Optionee has any liabilityunder Section 16(b) (but in no event after the Expiration Date).

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#### (b)                                 Ifan Optionee dies while employed by the Company or an Affiliate or within theperiod that the Option remains exercisable after Termination, Options then 

 

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#### held (to theextent then exercisable) may be exercised, in whole or in part, by theOptionee, by the Optionee’s personal representative, or by the person to whomthe Option is transferred by devise or the laws of descent and distribution, atany time within 12 months after the death of the Optionee, or such other periodof not less than six months from the date of Termination as is specified in theOption Agreement (but in no event after the Expiration Date).

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#### (c)                                  Ifan Optionee ceases to be employed by the Company as a result of his or herdisability, the Optionee may, but only within six months after the date ofTermination (and in no event after the Expiration Date), exercise the Option tothe extent otherwise entitled to exercise it at the date of Termination;provided, however, that if such disability is not a “disability” as such termis defined in Section 22(e)(3) of the Code, in the case of an ISOsuch ISO shall automatically convert to an NQO on the day three months and oneday following such Termination.  To theextent that the Optionee was not entitled to exercise the Option at the date ofTermination or if the Optionee does not exercise such Option to the extent soentitled within the time specified herein, the Option shall terminate, and theShares covered by such Option shall revert to the Plan.

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#### (d)                                 Ifan Optionee is terminated for “cause” all Options then held by such Optioneeshall terminate and no longer be exercisable as of the date of Termination.

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#### (e)                                  Forpurposes of this Section 6.1.7, “***employment***”includes service as an employee, a director or as a consultant.

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#### (f)                                    Forpurposes of this Section 6.1.7, an Optionee’s employment shall not bedeemed to terminate by reason of sick leave, military leave or other leave ofabsence approved by the Administrator, if the period of any such leave does notexceed three months or, if longer, if the Optionee’s right to reemployment by theCompany or any Affiliate is guaranteed either contractually or by statute.

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#### (g)                                 Forpurposes of this Section 6.1.7, “***cause***”shall mean Termination (i) by reason of Optionee’s commission of a felony,misdemeanor or other illegal conduct involving dishonesty, fraud or othermatters of moral turpitude, (ii) by reason of Optionee’s dishonestytowards, fraud upon, or deliberate injury or attempted injury to the Company orany of its Affiliates, or (iii) by reason of Optionee’s willfully engagingin misconduct which is materially and demonstrably injurious to the Company orany of its Affiliates.

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### 6.1.8                        ***Withholding and Employment Taxes***.  At the time of exercise of an Option or atsuch other time as the amount of such obligations becomes determinable (the “***Tax Date***”), the Optionee shall remitto the Company in cash all applicable federal and state withholding andemployment taxes.  If authorized by theAdministrator in its absolute discretion, after considering any tax or accountingconsequences, an Optionee may elect to (i) deliver a full recoursepromissory note on such terms as the Administrator deems appropriate, (ii) tenderto the Company previously owned shares of Stock or other securities of theCompany, or (iii) have shares of Common Stock which are acquired uponexercise of the Option withheld by the 

 

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### Company to pay some orall of the amount of tax that is required by law to be withheld by the Companyas a result of the exercise of such Option, subject to the followinglimitations:

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#### (a)                                  Anyelection pursuant to clause (iii) above by an Optionee subject to Section 16of the Exchange Act shall either (x) be made at least six months beforethe Tax Date and shall be irrevocable; or (y) shall be made in (or madeearlier to take effect in) any ten-day period beginning on the third businessday following the date of release for publication of the Company’s quarterly orannual summary statements of earnings and shall be subject to approval by theAdministrator, which approval may be given at any time after such election hasbeen made.  In addition, in the case of(y), the Option shall be held at least six months prior to the Tax Date.

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#### (b)                                 Anyelection pursuant to clause (ii) above, where the Optionee is tendering CommonStock issued pursuant to the exercise of an Option, shall require that suchshares be held at least six months prior to the Tax Date.

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Any of the foregoing limitations may be waived (or additionallimitations may be imposed) by the Administrator, in its absolute discretion,if the Administrator determines that such foregoing limitations are notrequired (or that such additional limitations are required) in order that thetransaction shall be exempt from Section 16(b) of the Exchange Actpursuant to Rule 16b-3, or any successor rule thereto.  In addition, any of the foregoing limitationsmay be waived by the Administrator, in its sole discretion, if theAdministrator determines that Rule 16b-3, or any successor rule thereto,is not applicable to the exercise of the Option by the Optionee or for anyother reason.

 

Any securities tendered or withheld in accordance with this Section 6.1.9shall be valued by the Company as of the Tax Date.

 

### 6.1.9                        ***Other Provisions***.  Each Option granted under this Plan may containsuch other terms, provisions, and conditions not inconsistent with this Plan asmay be determined by the Administrator, and each ISO granted under this Planshall include such provisions and conditions as are necessary to qualify theOption as an “incentive stock option” within the meaning of Section 422 ofthe Code.  If Options provide for a rightof first refusal in favor of the Company with respect to stock acquired byemployees, directors or consultants, such Options shall provide that the rightof first refusal shall terminate upon the earlier of (i) the closing ofthe Company’s initial registered public offering to the public generally, or (ii) thedate ten years after the grant date as set forth in Section 6.1.4.

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### 6.1.10                  ***Determination of Value***.  For purposes of the Plan, the value of CommonStock or other securities of the Company shall be determined as follows:

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#### (a)                                  Ifthe stock of the Company is listed on any established stock exchange or anational market system, including without limitation the National Market Systemof the National Association of Securities Dealers, Inc. AutomatedQuotation System, its fair market value shall be the closing sales price forsuch stock or the closing bid if no sales were reported, as quoted on suchsystem or exchange (or the largest such exchange) for the date the 

 

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#### value is to bedetermined (or if there are no sales for such date, then for the last precedingbusiness day on which there were sales), as reported in the *Wall Street Journal* or similar publication.

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#### (b)                                 Ifthe stock of the Company is regularly quoted by a recognized securities dealerbut selling prices are not reported, its fair market value shall be the meanbetween the high bid and low asked prices for the stock on the date the valueis 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).

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#### (c)                                  Inthe absence of an established market for the stock, the fair market valuethereof shall be determined in good faith by the Administrator, byconsideration of such factors as the Administrator in its discretion deemsappropriate among the recent issue price of other securities of the Company,the Company’s net worth, prospective earning power, dividend-paying capacity,and other relevant factors, including the goodwill of the Company, the economicoutlook in the Company’s industry, the Company’s position in the industry andits management, and the values of stock of other corporations in the same or asimilar line of business.

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### 6.1.11                  ***Option Term***.  Subject to Section 6.3.5, no Optionshall be exercisable more than ten years after the date of grant, or suchlesser period of time as is set forth in the Option Agreement (the end of themaximum exercise period stated in the stock option agreement is referred to inthis Plan as the “***Expiration Date***”).

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### 6.1.12                  ***Exercise Price***.  The exercise price of any Option granted toany person who owns, directly or by attribution under the Code (currently Section 424(d)),stock possessing more than ten percent of the total combined voting power ofall classes of stock of the Company or of any Affiliate (a “***Ten Percent Shareholder***”) shall inno event be less than 110% of the fair market value (determined in accordancewith Section 6.1.11) of the stock covered by the Option at the time theOption is granted.

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## 6.2                                 ***Exercise Price of NQOs***.  Except as set forth in Section 6.1.13,the exercise price of any NQO granted under this Plan shall be not less than85% of the fair market value (determined in accordance with Section 6.1.11)of the stock subject to the Option on the date of grant.

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

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### 6.3.1                        ***Exercise Price***.  Except as set forth in Section 6.1.13,the exercise price of an ISO shall be determined in accordance with theapplicable provisions of the Code and shall in no event be less than the fairmarket value (determined in accordance with Section 6.1.11) of the stockcovered by the Option at the time the Option is granted.

 

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### 6.3.2                        ***Disqualifying Dispositions***.  If stock acquired by exercise of an ISOgranted pursuant to this Plan is disposed of in a “disqualifying disposition”within the meaning of Section 422 of the Code, the holder of the stockimmediately before the disposition shall promptly notify the Company in writingof the date and terms of the disposition and shall provide such otherinformation regarding the Option as the Company may reasonably require.

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

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### 6.3.4                        ***Vesting***.  Notwithstanding any other provision of thisPlan, ISOs granted under all incentive stock option plans of the Company andits subsidiaries may not “vest” for more than $100,000 in fair market value ofstock (measured on the grant dates(s)) in any calendar year.  For purposes of the preceding sentence, anoption “vests” when it first becomes exercisable.  If, by their terms, such ISOs taken togetherwould vest to a greater extent in a calendar year, and unless otherwiseprovided by the Administrator, the vesting limitation described above shall beapplied by deferring the exercisability of those ISOs or portions of ISOs whichhave the highest per share exercise prices; but in no event shall more than$100,000 in fair market value of stock (measured on the grant date(s)) vest inany calendar year.  The ISOs or portionsof ISOs whose exercisability is so deferred shall become exercisable on thefirst day of the first subsequent calendar year during which they may beexercised, as determined by applying these same principles and all otherprovisions of this Plan including those relating to the expiration andtermination of ISOs.  In no event,however, will the operation of this Section 6.3.4 cause an ISO to vestbefore its terms or, having vested, cease to be vested.

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# ***7.***                                      MANNER OFEXERCISE

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## 7.1                                 ***Written Notice; Payment***.  An Optionee wishing to exercise an Optionshall give written notice to the Company at its principal executive office, tothe attention of the officer of the Company designated by the Administrator,accompanied by payment of the exercise price as provided in Section 6.1.6.  The date the Company receives written noticeof an exercise hereunder accompanied by payment of the exercise price will beconsidered as the date such Option was exercised.

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## 7.2                                 ***Delivery of Stock***.  Promptly after receipt of written notice ofexercise of an Option, the Company shall, without stock issue or transfer taxesto the Optionee or other person entitled to exercise the Option, deliver to theOptionee or such other person a certificate or certificates for the requisitenumber of shares of stock.  An Optioneeor permitted transferee of an Optionee shall not have any privileges as ashareholder with respect to any shares of stock covered by the Option until thedate of issuance (as evidenced by the appropriate entry on the books of theCompany or a duly authorized transfer agent) of such shares.

 

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# ***8.***                                      EMPLOYMENT ORCONSULTING RELATIONSHIP

 

Nothing in thisPlan or any Option granted thereunder shall interfere with or limit in any waythe right of the Company or of any of its Affiliates to terminate any Optionee’semployment or consulting at any time, nor confer upon any Optionee any right tocontinue in the employ of, or consult with, the Company or any of itsAffiliates, nor interfere in any way with provisions in the Company’s charterdocuments or applicable law relating to the election, appointment, terms ofoffice, and removal of members of the Board.

 

# ***9.***                                      FINANCIALINFORMATION

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The Company shallprovide to each Optionee during the period such Optionee holds an outstandingOption, and to each holder of Common Stock acquired upon exercise of Optionsgranted under the Plan for so long as such person is a holder of such CommonStock, annual financial statements of the Company as prepared either by theCompany or independent certified public accountants of the Company.  Such financial statements shall include, at aminimum, a balance sheet and an income statement, and shall be delivered assoon as practicable following the end of the Company’s fiscal year.  The provisions of this Section 9 shallnot apply with respect to Optionees who are key employees of the Company whoseduties in connection with the Company assures them access to information equivalentto the information provided in the financial statements.

 

# ***10.***                               CONDITIONS UPON ISSUANCEOF SHARES

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Shares of CommonStock shall not be issued pursuant to the exercise of an Option unless theexercise of such Option and the issuance and delivery of such shares pursuantthereto shall comply with all relevant provisions of law, including, withoutlimitation, the Securities Act of 1933, as amended (the “***SecuritiesAct***”).

 

# ***11.***                               NONEXCLUSIVITY OF THEPLAN

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

 

# ***12.***                               MARKET STANDOFF

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Each Optionee, ifso requested by the Company or any representative of the underwriters inconnection with any registration of the offering of any securities of theCompany under the Securities Act shall not sell or otherwise transfer anyshares of Common Stock acquired upon exercise of Options during the 180-dayperiod following the effective date of a registration statement of the companyfiled under the Securities Act; provided, however, that such restriction shallapply only to the first two registration statements of the Company to becomeeffective under the  Securities Act whichincludes securities to be sold on behalf of the Company to the public in anunderwritten public offering under the Securities Act.  The Company may impose stop-transferinstructions with respect to securities subject to the foregoing restrictionuntil the end of such 180-day period.

 

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# ***13.***                               AMENDMENTS TO PLAN

 

The Board may atany time amend, alter, suspend or discontinue this Plan.  Without the consent of an Optionee, noamendment, alteration, suspension or discontinuance may adversely affectoutstanding Options except to conform this Plan and ISOs granted under thisPlan to the requirements of federal or other tax laws relating to incentivestock options.  No amendment, alteration,suspension or discontinuance shall require shareholder approval unless (a) shareholderapproval is required to preserve incentive stock option treatment for federalincome tax purposes, or (b) the Board otherwise concludes that shareholderapproval is advisable.

 

# ***14.***                               EFFECTIVE DATE OF PLAN

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This Plan shallbecome effective upon adoption by the Board provided, however, that no Optionshall be exercisable unless and until written consent of the shareholders ofthe Company, or approval of shareholders of the Company voting at a validlycalled shareholders’ meeting, is obtained within 12 months after adoption bythe Board.  If such shareholder approvalis not obtained within such time, Options granted hereunder shall terminate andbe of no force and effect from and after expiration of such 12-monthperiod.  Options may be granted andexercised under this Plan only after there has been compliance with allapplicable federal and state securities laws.

 
| Plan adopted by the Board of Directors on: | February 27, 2009 |
|--------------------------------------------|------------------------|
| Plan approved by Shareholders on:          | February 27, 2009 |

 

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