{"id":38186,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/1992-omnibus-equity-incentive-plan-unitech-industries.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"1992-omnibus-equity-incentive-plan-unitech-industries","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/1992-omnibus-equity-incentive-plan-unitech-industries.html","title":{"rendered":"1992 Omnibus Equity Incentive Plan &#8211; Unitech Industries"},"content":{"rendered":"<pre>                                 Unitech Industries\n\n                                          \n                         1992 OMNIBUS EQUITY INCENTIVE PLAN\n\n\n     1.   PURPOSE\n\n          The Plan is intended to provide to selected directors, employees,\nindependent contractors and\/or consultants of Unitech Industries, a California\ncorporation (the 'Participants' and the 'Corporation,' respectively), an\nopportunity to acquire shares of common stock of the Corporation. The\nCorporation intends to use the Plan to attract and retain Participants with\noutstanding qualifications and motivate Participants to attain exceptional\nlevels of performance. The Plan is effective April 12, 1992.\n\n\n          The Plan is designed to enable the Corporation to (i) grant to\nParticipants options to purchase shares of common stock of the Corporation, (ii)\nissue to Participants restricted shares of common stock of the Corporation,\nand\/or (iii) issue to Participants stock appreciation rights with respect to\nshares of common stock of the Corporation upon such terms and conditions as\nprovided in this Plan document (collectively referred to as Plan 'Awards').\n\n\n               2.   DEFINITIONS.\n\n          (a)  'AWARD' shall mean any award under the Plan, including any\nOption, share of Restricted Stock or Stock Appreciation Right.\n\n\n          (b)  'AWARD AGREEMENT' shall mean, with respect to each Award, the\nsigned written agreement between the Corporation and the Participant setting\nforth the terms and conditions of the Award.\n\n\n          (c)  'BOARD' shall mean the board of directors of the\n          Corporation.\n\n          (d)  'CODE' shall mean the Internal Revenue Code of 1986, as amended.\n\n          (e)  'COMMITTEE' shall mean the committee appointed by the Board in\naccordance with Section 4(b) to administer the Plan.\n     \n\n          (f)  'COMMON STOCK' shall mean the voting common stock of the\nCorporation.\n\n          (g)  'CORPORATION' shall mean Unitech Industries, a California\ncorporation.\n\n                                       Page 1\n                                          \n\n\n          (h)  'EMPLOYEE' shall mean any individual who is employed, within the\nmeaning of Section 3401 of the Code and the regulations thereunder, by the\nCorporation. For purposes of the Plan only, a director and any independent\ncontractor of the Corporation shall be deemed to be an Employee and service as a\ndirector or independent contractor with the Corporation shall be deemed to be\nemployment, but no Incentive Stock Option shall be granted to a Participant who\nis not an employee of the Corporation within the meaning of Section 3401 of the\nCode and the regulations thereunder. The Committee shall be responsible for\ndetermining when a director's or independent contractor's period of service is\nno longer continuous and when an employee's period of employment is deemed to be\ncontinued during an approved leave of absence.\n\n          (i)  'ESCROW AGENT' shall mean the person selected by the Corporation\nto hold the stock certificate issued under this Plan in the name of a\nParticipant as Restricted Stock, pursuant to such Participant's exercise of an\nOption, or pursuant to such Participant's exercise of a Stock Appreciation Right\nwhich is settled in Shares rather than cash. The Escrow Agent shall hold such\ncertificate in accordance with the terms of the Joint Escrow Instructions and\nthe Assignment Separate from Certificate entered into between the Escrow Agent,\nthe Corporation and the Participant. The Joint Escrow Instructions and the\nAssignment Separate From Certificate are to facilitate the transfer of Shares if\nthe Corporation exercises its Right of First Refusal under Section 13, and if\nnonvested Shares of Restricted Stock are forfeited under Section 14.\n\n          (j)  'EXCHANGE ACT' shall mean the Securities Exchange Act of 1934, as\namended.\n\n          (k)  'EXERCISE PRICE' shall mean the price per Share at which an\nOption may be exercised, as determined by the Committee and as specified in the\nParticipant's Award Agreement.\n\n          (l)  'FAIR MARKET VALUE' shall mean the value of each Share determined\nas of any specified date as follows:\n\n               (i)    If the Shares are traded of any United States securities\nexchange, the value per Share shall be the closing price on such exchange on the\nbusiness day immediately preceding such specified date;\n\n\n               (ii)   If the Shares are not traded of any United States\nsecurities exchange but are traded on any formal over-the-counter quotation\nsystem in general use in the United States,\n                                          \n                                       Page 2 \n\n\n\nthe value per Share shall be the mean between the closing high bid and low asked\nquotations on such system on the business day immediately preceding such\nspecified date; or\n\n               (iii)  If neither Paragraph (i) nor (ii) applies, the value per\nShare shall be determined by the Board in accordance with Section 4(e) in good\nfaith and based on uniform principles consistently applied. Such determination\nshall be conclusive and binding on all persons.\n\n          (m)  'INCENTIVE STOCK OPTION' shall mean an Option of the type which\nis described in Section 422(b) of the Code.\n\n          (n)  'JOINT ESCROW INSTRUCTIONS AND ASSIGNMENT SEPARATE FROM\nCERTIFICATE' shall mean, respectively, the form of joint escrow instructions\nentered into between Participant, the Corporation and the Escrow Agent, and the\nform of assignment executed by the Participant to facilitate the transfer of\nShares if the Corporation exercises its Right of First Refusal under Section 13\nand if nonvested Shares of Restricted Stock are forfeited under Section 14.\n\n          (o)  'NONSTATUTORY STOCK OPTION' shall mean an Option which is not of\nthe type described in Section 422(b) or 423(b) of the Code.\n\n          (p)  'OPTION' shall mean an option which is granted pursuant to the\nPlan to purchase Shares of Common Stock, whether granted as an Incentive Stock\nOption or as a Nonstatutory Stock Option.\n\n          (q)  'PARTICIPANT' shall mean any individual to whom an Award has been\ngranted or issued under the Plan.\n\n          (r)  'PLAN' shall mean this Unitech Industries 1992 Omnibus Equity\nIncentive Plan, as amended. The Plan is effective April 12, 1992.\n\n          (s)  'PLAN YEAR' shall mean the 12 consecutive month period coinciding\nwith the Corporation's fiscal year, which is the calendar year.\n\n          (t)  'PURCHASE PRICE' shall mean, at any specified time, the (i)\nExercise Price of an Option times the number of optioned Shares being exercised,\nor (ii) the amount, if any, a Participant is to pay for a Share of Restricted\nStock times the number of Shares being purchased.\n\n          (u)  'RESTRICTED STOCK' shall mean a Share of Common Stock which is\nissued to a Participant and which is either vested (as defined in Section 8(a))\nwhen issued or nonvested until specified conditions are met. The applicable\nvesting conditions shall be set forth in a Participant's\n                                          \n                                       Page 3 \n\n\n\nAward Agreement. Shares of Restricted Stock are subject to forfeiture under\nSection 14 prior to vesting.\n\n          (v)  'SHARE' shall mean one authorized share of Common Stock.\n\n          (w)  'STOCK APPRECIATION RIGHT' shall mean a right issued to a\nParticipant to receive all or any portion of the future appreciation in the Fair\nMarket Value of one Share of Common Stock. A Stock Appreciation Right may be\nsettled in cash or in Shares of Common Stock in accordance with the terms and\nconditions set forth Section 9.\n\n\n     3.   EFFECTIVE DATE.\n\n          The Plan was adopted by the Corporation effective April 12, 1992,\nsubject to the approval of the Corporation's shareholders in accordance with\nSection 21.\n\n\n     4.   ADMINISTRATION.\n\n          (a)  ADMINISTRATION BY THE BOARD OR THE COMMITTEE.\n\n               The Board may administer the Plan or appoint a Committee to\nadminister the Plan. If no Committee has been appointed or is currently\nconstituted, the Board shall have the powers and authority otherwise delegated\nto the Committee in this Plan document and all acts to be performed by the\nCommittee under this Plan shall be performed by the Board. In any event, the\nBoard shall have the authority to determine the Fair Market Value of the Common\nStock in accordance with Subsection (e).\n\n\n          (b)  COMPOSITION OF THE COMMITTEE.\n\n               (i)    If appointed by the Board, the Committee shall consist of\nnot less than two members, who may also be members of the Board. Each Committee\nmember shall serve until the member resigns, dies or is removed by the Board,\nwhichever is the first event to occur. The Board may, from time to time,\nincrease the size of the Committee, fill vacancies however caused, remove\nmembers with or without cause, and disband the Committee and thereafter directly\nadminister the Plan. The Board shall designate one members as Chairman of the\nCommittee. The Committee shall hold meetings at such times and places as it may\ndetermine. For a Committee meeting, if the Committee has two or three members,\nall must be present to constitute a quorum,\n                                          \n                                       Page 4 \n\n\n\n\nand if the Committee has four or more members, a majority of the Committee plus\none member shall constitute a quorum. Acts by a majority of the members present\nat a meeting at which a quorum is present and acts approved in writing by all\nthe members of the Committee shall constitute valid acts of the Committee.\n\n               (ii)   Members of the Board or the Committee who are either\neligible for Awards or have been granted an Award may vote on any matters\naffecting the administration of the Plan or the grant of any Award pursuant to\nthe Plan. However, no such member shall act upon the granting of an Award to\nhimself or herself (unless such grant is part of a plan under which Awards are\nto be granted to a classification of Employees), although such member shall be\ncounted in determining the existence of a quorum at a meeting of the Committee\nand shall be excluded in determining the number of directors voting or taking\nwritten action with respect to an Award granted to such member.\n\n               (iii)  If the Corporation registers any class of equity security\npursuant to Section 13 of the Exchange Act, from the effective date of such\nregistration until six months after the termination of such registration, the\nPlan shall be administered by a Committee which shall consist of not less than\nthree members, who may also be members of the Board. During such period, the\nCommittee shall be comprised of individuals who:\n\n                      (A)  Shall be ineligible to participate in the Plan and in\nany plan sponsored by the Corporation which provides for the grant of stock of\nthe Corporation, and\n\n                      (B)  Shall have been ineligible to participate in the Plan\nand any such other plan for a one-year period prior to the time such individual\nbecomes a member of the Committee. The Board may from time to time designate\nindividuals as ineligible to participate in the Plan for such one-year period in\norder to become eligible to be a member of the Committee.\n\n          (c)  POWERS OF THE COMMITTEE.\n\n               Subject to the provisions of the Plan, the Committee shall have\nthe authority and discretion and on behalf of the Corporation to:\n\n               (i)    Prescribe, amend and rescind rules and regulations\nrelating to the Plan;\n                                          \n                                       Page 5 \n\n\n\n\n               (ii)   Select Participants to receive Awards;\n\n               (iii)  Determine the form and terms of Awards;\n\n               (iv)   Determine the number of Shares or other consideration\nsubject to Awards;\n\n               (v)    Determine whether Awards will be granted singly, in\ncombination, in tandem, in replacement of, or as alternatives to, other Awards\nunder the Plan or any other incentive or compensation plan of the Corporation;\n\n               (vi)   Construe and interpret the Plan, any Award Agreement and\nany other agreement or document executed pursuant to the Plan;\n\n               (vii)  Correct any defect or omission, or reconcile any\ninconsistency in the Plan, any Award or any Award Agreement;\n\n               (viii) Determine whether an Award has been earned and\/or vested;\n\n               (ix)   Accelerate or defer, with the consent of the Participant,\nthe exercise date of any Option or Stock Appreciation Right, or the vesting of\nany Award;\n\n               (x)    Authorize any person to execute on behalf of the\nCorporation any instrument required to effectuate the grant of an Award as made\nby the Committee;\n\n\n               (xi)   With the consent of the Participant, reprice, cancel and\nreissue, or otherwise adjust the terms of an Award previously issued to the\nParticipant; and\n\n               (xii)  Make all other determinations deemed necessary or\nadvisable for the administration of the Plan.\n\n          (d)  COMMITTEE'S INTERPRETATION OF THE PLAN.\n\n               The Committee's interpretation and construction of any provision\nof the Plan, of any Award granted under the Plan, or of any Award Agreement\nshall be final and binding on all parties claiming an interest in an Award\ngranted or issued under the Plan. No member of the Committee nor any director\nshall be liable for any action or determination made in good faith with respect\nto the Plan.\n\n          (e)  BOARD'S DETERMINATION OF FAIR MARKET VALUE.\n\n                                          \n                                       Page 6 \n\n\n\nThe Board shall have the authority to determine, upon review of relevant\ninformation, the Fair Market Value of the Common Stock, subject to the\nprovisions of the Plan and irrespective of whether the Board has appointed a\nCommittee to administer the Plan.\n\n\n     5.   PARTICIPATION.\n\n          (a)  ELIGIBILITY FOR PARTICIPATION.\n\n               Plan Participants shall be limited to such Employees and such\ndirectors, independent contractors and\/or consultants of the Corporation as the\nCommittee may select.\n          \n          (b)  ELIGIBILITY FOR AWARDS.\n\n               Incentive Stock Options may be granted only to Participants who\nare common law employees (including officers and inside directors) of the\nCorporation. All other Awards may be granted to any person eligible for\nParticipation, as defined in Subsection (a). A Participant may be granted more\nthan one Award under the Plan.\n\n          (c)  TEN PERCENT STOCKHOLDERS GRANTED INCENTIVE STOCK OPTIONS.\n\n               Any Employee who owns stock of the Corporation possessing more\nthan 10% of the total combined voting power of all classes of outstanding stock\nof the Corporation shall be eligible to receive an Incentive Stock Option only\nif:\n\n               (i)    The Exercise Price of the Shares subject to such Incentive\nStock Option, when granted, equals or exceeds 110% of the Fair Market Value of\nsuch Shares; and\n     \n               (ii)   Such Incentive Stock Option by its terms is not\nexercisable after five years from the date of grant.\n\n          (d)  STOCK OWNERSHIP AND OUTSTANDING STOCK.\n\n               For purposes of Subsection (c) above:\n\n               (i)    In determining stock ownership, an Employee shall be\nconsidered as owning the stock owned, directly or indirectly, by or for his or\nher brothers and sisters, spouse, ancestors, and lineal descendants.  Stock\nowned, directly or indirectly, by or for a corporation, partnership, estate or\ntrust shall be considered as being owned proportionately by or for its\nshareholders, partners or beneficiaries, respectively.\n\n                                          \n                                       Page 7 \n\n\n\n               (ii)   The term 'outstanding stock' shall include all shares \nof stock actually issued and outstanding immediately after the grant of the \nOption to the Participant but shall not include any share of stock subject to \nan unexercised stock option held by any person.\n\n     6.   SHARES OF STOCK OF THE CORPORATION.\n\n          (a)  SHARES SUBJECT TO THIS PLAN.\n\n               Stock with respect to which Awards are granted or issued under\nthis Plan (i.e., issued as Restricted Stock, issued upon the exercise of an\nOption, issued upon the exercise of a Stock Appreciation Right which is settled\nin Shares rather than cash, or constituting the basis for a Stock Appreciation\nRight) shall be authorized but unissued or reacquired Shares of the\nCorporation's Common Stock. The aggregate number of Shares which may be issued\nunder this Plan shall not exceed 300,000, subject to adjustment under Section\n11.\n\n          (b)  ADJUSTMENT OF SHARES.\n\n               In the event of an adjustment described in Section 11 excluding\nSection 11(b)(ii), then (i) the number of Shares reserved for issuance under the\nPlan, (ii) the Exercise Prices of and number of Shares subject to outstanding\nOptions, (iii) the number of Shares subject to other outstanding Awards, and\n(iv) any other factor pertaining to outstanding Awards shall be duly and\nproportionately adjusted, subject to any required action by the Board or the\nshareholders of the Corporation and compliance with applicable securities laws;\nprovided, however, that fractions of a Share shall not be issued but shall\neither be paid in cash at Fair Market Value or shall be rounded up to the\nnearest Share, as determined by the Committee. The Committee shall in its sole\ndiscretion determine if and when any adjustment of Shares as described in this\nSubsection (b) is required.\n\n          (c)  AWARDS NOT TO EXCEED SHARES AVAILABLE.\n\n               The number of Shares subject to Awards which are outstanding at\nany time shall not exceed the number of Shares authorized for issuance under the\nPlan, reduced by the number of Awards previously granted or issued under this\nPlan. The number of Shares subject to an Award which expires or is canceled,\nforfeited or terminated for any reason, shall again be\n\n                                          \n                                       Page 8 \n\n\n\n\navailable for issuance under the Plan. Any Shares the Corporation reacquires\npursuant to Sections 13 and 14 shall also again be available for issuance under\nthis Plan.\n\n\n     7.   TERMS AND CONDITIONS OF OPTIONS.\n\n          (a)  AWARD AGREEMENTS.\n\n               Each Option shall be evidenced by a written Award Agreement which\nshall set forth the terms and conditions pertaining to such Option, provided\nthat all such terms shall be subject to and consistent with this Plan.\n\n          (b)  NUMBER OF SHARES COVERED BY AN OPTION.\n\n               Each Award Agreement shall state the number of Shares for which\nthe Option is exercisable and shall provide for the adjustment of such Shares in\naccordance with Section 6(b) and Section 11.\n\n          (c)  EXERCISE OF OPTIONS.\n\n               A Participant may exercise an Option only on or after the date on\nwhich the Option vests, as provided in Subsection (d) below, and only on or\nbefore the date on which the Option expires, as provided in Subsection (e)\nbelow.\n\n          (d)  VESTING OF OPTIONS.\n\n               A Participant may exercise an Option to purchase Shares only on\nor after the date the Option has vested with respect to such Shares. Each Award\nAgreement shall include a vesting schedule applicable to the Shares to which\nsuch Option pertains. The vesting schedule shall not impose upon the Corporation\nany obligation to retain the Participant in its employ for any period. A\nParticipant's Award Agreement shall so specify if all or any nonvested Options\nheld by the Participant on the date of death or total and permanent disability\nshall become vested.\n\n          (e)  TERM AND LAPSE OF OPTIONS.\n\n               A Participant may exercise an Option to purchase Shares only on\nor before the date on which the term of the Option expires, lapses or otherwise\nends. Each Award Agreement shall set forth the term of the Option and the events\ndescribed in the immediately\n\n                                          \n                                       Page 9\n \n\n\n\nfollowing sentence which will cause the Option to lapse or otherwise end, in\nwhole or in part, as of on earlier date. An Option shall lapse on the first to\noccur of the following events:\n\n               (i)    The tenth anniversary of the date the Option was granted\n(substituting 'fifth anniversary' for 'tenth anniversary' for an Incentive Stock\nOption granted to a 'ten percent stockholder' as described in Section 5(c));\n\n               (ii)   The date determined under Section 7(i) for a Participant\nwho ceases to be an Employee by reason of the Participant's death or total and\npermanent disability within the meaning of Section 22(e)(3) of the Code;\n\n               (iii)  The date determined under Section 7(j) for a Participant\nwho ceases to be an Employee for any reason other than by reason of death or\ntotal and permanent disability, unless the Committee in its discretion extends\nsuch date before the applicable expiration date (but no longer than three months\nafter the date the Participant ceases to be an Employee with respect to any\nIncentive Stock Option the Participant holds);\n\n               (iv)   On the effective date of a transaction described in\nSection 11(b)(ii); or\n          \n               (v)    The expiration date specified in the Participant's Award\nAgreement.\n\n          (f)  EXERCISE PRICE.\n\n               Each Award Agreement shall state the Exercise Price for the\nShares to which the Option pertains, subject to the following:\n\n               (i)    The Exercise Price of an Incentive Stock Option shall not\nbe less than 100% of the Fair Market Value of the Shares determined on the date\nthe Option is granted (substituting '110%' for '100%' for an Incentive Stock\nOption granted to a 'ten percent stockholder' as described in Section 5(c)); and\n\n               (ii)   The Exercise Price of a Nonstatutory Stock Option may be\nless than 100% of the Fair Market Value of the Shares determined on the date the\nOption is granted.\n\n          (g)  MEDIUM AND TIME OF PAYMENT OF PURCHASE PRICE.\n\n               A Participant exercising an Option shall pay the Purchase Price\nof the Shares to which such exercise pertains in full in cash (in U.S. dollars)\nas a condition of such exercise, unless the Committee in its discretion allows\nthe Participant to pay the Purchase Price in a manner allowed under Section 17,\nso long as the sum of cash so paid and such other consideration\n\n                                          \n                                       Page 10 \n\n\n\nequals the Purchase Price. The sequential exercise of an Option through\n'pyramiding' is specifically allowable under the Plan, subject to the consent of\nthe Committee at its discretion.\n\n          (h)  NONTRANSFERABILITY OF OPTIONS.\n\n               An Option granted to a Participant shall, during the lifetime of\nthe Participant, be exercisable only by the Participant or the Participant's\nconservator or legal representative. Options shall not assignable or\ntransferable, and any attempt to assign or transfer the Options will be void and\nunenforceable. An Option granted to a Participant is exempt from the claims of\nthe Participant's creditors, and may not be made subject to execution,\nattachment or any other process which would result in the transfer of the Option\nto such creditors. In the event of the Participant's death, the Option is\ntransferable by the Participant only by will or the laws of descent and\ndistribution.\n\n          (i)  DEATH OR DISABILITY OF A PARTICIPANT.\n\n               If a Participant dies while an Employee, or ceases to be an\nEmployee as a consequence of becoming totally and permanently disabled (within\nthe meaning of Section 22(e)(3) of the Code), any Option granted to the\nParticipant may be exercised, to the extent it was vested on the date of\ntermination of employment, at any time within 12 months after the termination of\nemployment (but not beyond the otherwise applicable term of the Option), by the\nParticipant or the Participant's conservator or legal representative.\n\n          (j)  TERMINATION OF EMPLOYMENT OTHER THAN BY DEATH OR DISABILITY.\n\n               If a Participant ceases to be an Employee for any reason other\nthan death or total and permanent disability (as defined in Section 7(k)):\n\n               (i)    any Nonstatutory Stock Option granted to the Participant\nmay be exercised, to the extent it was vested on the date of termination of\nemployment, at any time within 12 months after the termination of employment\n(but not beyond the otherwise applicable term of the Option); and\n\n               (ii)   any Incentive Stock Option granted to the Participant may\nbe exercised, to the extent it was vested on the date of termination of\nemployment, at any time within 3 months after the termination of employment (but\nnot beyond the otherwise applicable term of the Option).\n\n          (k)  RIGHTS AS A STOCKHOLDER.\n\n\n                                       Page 11 \n\n\n\n\n               A Participant, or an allowable transferee of a Participant, shall\nhave no rights as a shareholder of the Corporation with respect to any Shares\nfor which an Option is exercisable until the date a stock certificate for such\nShares is issued. No adjustment shall be made for dividends (ordinary or\nextraordinary or whether in currency, securities, or other property),\ndistributions, or other rights for which the record date is prior to the date\nsuch stock certificate is issued, except as provided in Section 11.\n\n          (l)  MODIFICATION, EXTENSION, AND RENEWAL OF OPTIONS.\n\n               Within the limitations of the Plan, the Committee may in its\ndiscretion modify, extend or renew outstanding any Option or accept the\ncancellation of outstanding Options for the granting of a new Option in\nsubstitution therefor. Notwithstanding the preceding sentence, no modification\nof an Option shall, without the consent of the Participant, alter or impair any\nrights or obligations under any Option previously granted.\n\n          (m)  OTHER PROVISIONS.\n\n               An Award Agreement may contain such other provisions as the\nCommittee deems advisable which are not inconsistent with the terms of the Plan,\nincluding but not limited to:\n\n               (i)    Restrictions on the exercise of the Option;\n\n               (ii)   Submission by the Participant of such forms and documents\nas the Committee may require; and\/or\n\n               (iii)  Procedures to facilitate the broker-assisted exercise of\nthe Option.\n\n          (n)  LIMITATIONS ON INCENTIVE STOCK OPTIONS.\n\n               The aggregate Fair Market Value (determined as of the date of\ngrant) of Shares with respect to which Incentive Stock Options are exercisable\nfor the first time by a Participant during any calendar year (under the Plan or\nunder any other incentive stock option plan of the Corporation) shall not exceed\n$100,000. If the Fair Market Value of the Shares on the date of grant with\nrespect to which Incentive Stock Options are exercisable for the first time by a\nParticipant during any calendar year exceeds $100,000, the Options for the first\n$100,000 worth of Shares to become exercisable in such calendar year shall be\nincentive Stock Options and the Options for the amount in excess of $100,000\nthat become exercisable in that calendar year shall be Nonstatutory Stock\nOptions. In the event the Code or the regulations promulgated thereunder are\n\n                                          \n                                       Page 12 \n\n\n\namended after the Effective Date of the Plan to provide for a different limit on\nthe Fair Market Value of Shares permitted to be subject to Incentive Stock\nOptions, such different limit shall be automatically incorporated into this\nSection 7(o) and shall apply to any Options granted on or after the effective\ndate of such amendment.\n\n\n     8.   TERMS AND CONDITIONS OF RESTRICTED STOCK.\n\n          (a)  RESTRICTED STOCK AGREEMENTS.\n\n               Each Award of Restricted Stock shall be evidenced by a written\nAward Agreement which shall set forth the terms and conditions pertaining to\nsuch Award, provided that all such terms shall be subject to the terms and\nconditions of this Plan. Each Restricted Stock Award Agreement shall state the\nnumber of Shares of Restricted Stock to which it pertains and whether the Shares\nare immediately vested. For purposes of determining when a Share of Restricted\nStock becomes 'vested,' the term 'vest' shall mean that the Restricted Stock is\nno longer subject to a substantial risk of forfeiture within the meaning\nprescribed by Section 83 of the Code and the regulations thereunder.\n\n          (b)  VESTING.\n\n               Unless immediately vested at issuance, a Share of Restricted\nStock shall be forfeitable (in accordance with Section 14) prior to the date on\nwhich the Restricted Share vests. Each Award Agreement shall include a vesting\nschedule applicable to the Shares Restricted Stock to which it pertains. This\ncondition shall not impose upon the Corporation any obligation to retain the\nParticipant in its employ for any period. A Participant's Award Agreement shall\nso specify if all or any nonvested Shares of Restricted Stock held by the\nParticipant on the date of death or total and permanent disability shall become\nvested.\n\n          (c)  RESTRICTED SHARES ISSUED WITHOUT PAYMENT OF FULL CONSIDERATION.\n\n               An Award of Restricted Stock may be issued without payment by the\nParticipant of any consideration, or may be issued in consideration of partial\nor full payment of the Fair Market Value of the Shares as of the date of\nissuance. Payment of such consideration may be made on any of the terms of\npayment allowed under Section 17, so long as the sum of cash so paid and such\nother consideration equals the Purchase Price, and payment shall be a condition\nto the\n\n                                          \n                                       Page 13 \n\n\n\n\nissuance of such Shares. Subject to vesting and to the payment of any required\nconsideration, the Shares shall be deemed fully paid and nonassessable.\n\n\n          (d)  NONTRANSFERABILITY OF NONVESTED AWARDS OF RESTRICTED STOCK.\n\n               During the lifetime of the Participant, a nonvested Award of\nRestricted Stock is neither assignable nor transferable, and any attempt to\nassign or transfer the Award will be void and unenforceable. An nonvested Award\nof Restricted Stock granted to a Participant is exempt from the claims of the\nParticipant's creditors, and may not be made subject to execution, attachment or\nany other process which would result in the transfer of the nonvested Award to\nsuch creditors.\n\n          (e)  TERMINATION OF EMPLOYMENT FOR ANY REASON.\n\n               (i)    If a Participant ceases to be an Employee for any reason,\nincluding death and total and permanent disability (as defined in Section 7(k)),\nany nonvested Share of Restricted Stock shall be forfeited in accordance with\nSection 14 on the date the Participant's employment with the Corporation\nterminates.\n\n               (ii)   For purposes of this Section 8(e), the employment\nrelationship shall be treated as continuing intact while the Participant is an\nactive employee of the Corporation or is on military leave, sick leave or other\nbona fide leave of absence, as determined by the Committee in its discretion.\n\n          (f)  RIGHTS AS A STOCKHOLDER.\n\n               A Participant, or an allowable transferee of a Participant, shall\nhave all rights as a stockholder of the Corporation, including voting and\ndividend rights, with respect to all Awards of Restricted Stock, whether vested\nor forfeitable, commencing on the date of issuance of a stock certificate for\nsuch Awards. No adjustment shall be made for dividends (ordinary or\nextraordinary, whether in currency, securities, or other property),\ndistributions, or other rights for which the record date is prior to the date\nsuch stock certificate is issued, except as provided in Section 11.\n\n          (g)  MODIFICATION OF AWARDS OF RESTRICTED STOCK.\n\n               Within the limitations of the Plan, the Committee may modify the\nterms of an Award of Restricted Stock or accept the cancellation of outstanding\nAwards of Restricted Stock\n                                          \n                                       Page 14 \n\n\n\n(to the extent not vested) for the issuance of a new Award of Restricted Stock\nin substitution therefor. Notwithstanding the preceding sentence, no\nmodification of an Award of Restricted Stock shall, without the consent of the\nParticipant, alter or impair any rights or obligations under any such Award\npreviously issued.\n\n          (h)  OTHER PROVISIONS.\n\n               An Award Agreement may contain such other provisions as the \nCommittee in its discretion deems advisable which are not inconsistent with \nthe terms of the Plan.\n\n     9.   STOCK APPRECIATION RIGHTS.\n\n          (a)  STOCK APPRECIATION RIGHTS AGREEMENTS.\n\n               Each Award of a Stock Appreciation Right shall be evidenced by\nwritten Award Agreement which shall set forth the terms and conditions\npertaining to such Award, including the date the Stock Appreciation Right\nexpires and is no longer exercisable, provided that all such terms shall be\nsubject to the terms and conditions of this Plan. Each Stock Appreciation Right\nAward Agreement shall state the number of Shares of Stock to which it pertains\nand the Fair Market Value of the Shares which is the basis for determining\nfuture appreciation.\n\n          (b)  STOCK APPRECIATION RIGHTS ISSUED WITHOUT PAYMENT OF\nCONSIDERATION.\n\n               A Stock Appreciation Right shall be issued without payment by the\nParticipant of any consideration.\n\n          (c)  EXERCISE OF STOCK APPRECIATION RIGHTS.\n\n               A participant may exercise a Stock Appreciation Right only on or\nafter the date on which the Stock Appreciation Right vests, as provided in\nSubsection (d), below, and only on or before the date on which the Stock\nAppreciation Right lapses, as provided in Subsection (e), below.\n\n          (d)  VESTING.\n\n               A Stock Appreciation Right shall be forfeitable prior to the date\non which the Right vests. Each Award Agreement shall include a vesting schedule\napplicable to the Stock Appreciation Right to which it pertains. This condition\nshall not impose upon the Corporation any obligation to retain the Participant\nin its employ for any period. A Participant's Award Agreement\n\n                                          \n                                       Page 15 \n\n\n\nshall so specify if all or any nonvested Stock Appreciation Rights held by the\nParticipant on the date of death or total and permanent disability shall become\nvested.\n\n          (e)  TERM AND LAPSE OF STOCK APPRECIATION RIGHTS.\n\n               A Participant may exercise a Stock Appreciation Right and receive\na settlement from the Corporation only on or before the date on which the term\nof the Right expires, lapses or otherwise ends. Each Award Agreement shall set\nforth the term of the Right and the events described in the immediately\nfollowing sentence which will cause the Right to lapse or otherwise end, in\nwhole or in part, as of on earlier date. A Stock Appreciation Right shall lapse\non the first to occur of the following events:\n\n               (i)    The tenth anniversary of the date the Right was granted;\n\n               (ii)   The date determined under Subsection (h) for a Participant\nwho ceases to be an Employee;\n               \n               (iii)  On the effective date of a transaction described in\nSection 11(b)(ii); or\n               \n               (iv)   The expiration date specified in the Participant's Award\nAgreement.\n\n          (f)  EXERCISE AND SETTLEMENT OF A STOCK APPRECIATION RIGHT.\n\n               A Stock Appreciation Right may be exercised by delivering notice\nto the Corporation only with respect to the number of underlying Shares which\nare vested (and otherwise exercisable). The Stock Appreciation Right may be\nsettled in the form of cash (either in a lump sum payment or in installments),\nwhole Shares, or a combination thereof, as the Award Agreement prescribes.\n\n          (g)  NONTRANSFERABILITY OF STOCK APPRECIATION RIGHTS.\n\n               During the lifetime of the Participant, a Stock Appreciation\nRight is neither assignable nor transferable, and any attempt to assign or\ntransfer the Stock Appreciation Right will be void and unenforceable. A Stock\nAppreciation Right granted to a Participant is exempt from the claims of the\nParticipant's creditors, and may not be made subject to execution, attachment or\nany other process which would result in the transfer of the Stock Appreciation\nRight to such creditors. In the event of the Participant's death, the Stock\nAppreciation Right is transferable by the Participant only by will or the laws\nof descent and distribution.\n\n          (h)  TERMINATION OF EMPLOYMENT.\n\n\n                                       Page 16 \n\n\n\n\n\n               If a Participant ceases to be an Employee for any reason, any\nunexercised Stock Appreciation Right (whether vested or not) may be exercised,\nto the extent it was vested on the date of termination of employment, at any\ntime within 12 months after the termination of employment (but not beyond the\notherwise applicable term of the Option).\n\n          (i)  RIGHTS AS A STOCKHOLDER.\n\n               A Participant, or an allowable transferee of a Participant, shall\nhave no rights as a shareholder of the Corporation with respect to any Shares to\nwhich a Stock Appreciation Right pertains, except for Stock appreciation Rights\nsettled in Shares and then not until the date a stock certificate for such\nShares is issued. No adjustment shall be made for dividends (ordinary or\nextraordinary or whether in currency, securities, or other property),\ndistributions, or other rights for which the record date is prior to the date\nsuch stock certificate is issued, except as provided in Section 11.\n          \n          (j)  MODIFICATION, EXTENSION, AND RENEWAL OF STOCK APPRECIATION\nRIGHTS.\n\n               Within the limitations of the Plan, the Committee may in its\ndiscretion modify, extend or renew outstanding any Stock Appreciation Right or\naccept the cancellation of an outstanding Rights for the granting of a new Right\nin substitution therefor. Notwithstanding the preceding sentence, no\nmodification of a Right shall, without the consent of the Participant, alter or\nimpair any rights or obligations under any Right previously granted.\n\n          (k)  OTHER PROVISIONS.\n\n               An Award Agreement may contain such other provisions as the\nCommittee deems advisable which are not inconsistent with the terms of the Plan,\nincluding without limitation:\n\n               (i)    Restrictions on the exercise of the Stock  Appreciation\nRight;\n               \n               (ii)   Submission by the Participant of such forms and documents\nas the Committee may require; or\n               \n               (iii)  Procedures to facilitate the broker-assisted exercise of\nthe Right if it is settled in Shares rather than cash.\n\n\n     10.  TERM OF PLAN.\n\n\n                                      Page 17\n \n\n\n\n\n\n          Awards may be granted pursuant to the Plan through the period ending\non April 12, 1995 (the third anniversary of the Effective Date shown in Section\n3). All Awards which are outstanding on such date shall remain in effect until\nthey are exercised or expire by their terms. The Plan shall expire for all\npurposes on April 12, 2002 (the tenth anniversary of the Effective Date shown in\nSection 3).\n\n\n     11.  RECAPITALIZATIONS, TAKEOVERS, AND LIQUIDATIONS.\n\n          (a)  REORGANIZATIONS.\n\n               Notwithstanding any other provision of the Plan to the contrary,\nbut subject to any required action by the stockholders of the Corporation, the\nCommittee shall make any adjustments to the class and\/or number of Shares\ncovered by the Plan, the number of Shares for which each outstanding Award\ncorresponds, the Exercise Price of an Option, and\/or any other aspect of this\nPlan to prevent the dilution or enlargement of the rights of Participants under\nthis Plan in connection with any increase or decrease in the number of issued\nShares resulting from the payment of a Common Stock dividend, a stock split, a\nreverse stock split or any other event which results in an increase or decrease\nin the number of issued Shares effected without receipt of adequate\nconsideration by the Corporation.\n\n          (b)  MERGERS AND CONSOLIDATIONS.\n\n               Subject to any required action by the stockholders of the\nCorporation: ties of the Corporation to which a holder of the number of Shares\nsubject to the Award would be entitled; and\n\n               (ii)   In the event the Corporation is a party to a merger or\nconsolidation in which it is not the surviving corporation, unless the surviving\ncorporation expressly assumes outstanding Awards, each outstanding, unexercised\nAward shall expire and\/or be forfeited as of the effective date of the\ntransaction, but the Committee shall exercise all reasonable efforts to give\neach Participant as much advance notice as practicable before the effective date\nof such transaction to enable such Participant to exercise vested and otherwise\nexercisable Options and Stock Appreciation Rights.\n\n          (c)  CHANGE OF CONTROL.\n\n                                          \n                                      Page 18\n \n\n\n\n\n\n               If the Corporation experiences a 'change of control', the\nCommittee may, in its sole discretion, reduce or remove any restrictions on the\nexercise of any outstanding but non-vested Awards to the degree it determines\nappropriate. For purposes of this Subsection (c), a 'change of control' will\noccur if the current shareholders of the Corporation lose control of the\nCorporation for any reason other than an event described by 11(b)(ii).\n\n          (d)  DETERMINATION BY THE COMMITTEE.\n\n               All adjustments described in this Section 11 shall be made by the\nCommittee, whose determination shall be conclusive and binding on all persons.\n\n          (e)  LIMITATION ON RIGHTS OF PARTICIPANT.\n\n               Except as expressly provided in this Section 11 and subject to\nthe rights of a Participant as a shareholder of record with respect to any\nShares issued to the Participant pursuant to this Plan, no Participant shall\nhave any rights by reason of any payment of any stock dividend, stock split,\nreverse stock split, or any other change in the number of shares of stock of any\nclass, or by reason of any reorganization, consolidation, dissolution,\nliquidation, merger, exchange, split-up or reverse split-up, or spin-off of\nassets or stock of another corporation. Any issuance by the Corporation of\nShares, Options, Stock Appreciation Rights or securities convertible into Shares\nshall not affect, and no adjustment by reason thereof shall be made with respect\nto, Awards under the Plan.\n\n          (f)  NO LIMITATION ON RIGHTS OF CORPORATION.\n\n               The grant of an Award pursuant to the Plan shall not affect in\nany way the right or power of the Corporation to make adjustments,\nreclassifications, reorganizations, or changes of its capital or business\nstructure, or to merge or consolidate, or to dissolve, liquidate, sell, or\ntransfer all or any part of its business or assets.\n\n\n     12.  SECURITIES LAW REQUIREMENTS.\n\n          (a)  LEGALITY OF ISSUANCE.\n\n               No Share shall be issued as Restricted Stock, or upon the\nexercise of any Option or Stock Appreciation Right settled in Shares, unless and\nuntil the Committee has determined that:\n\n                                          \n                                      Page 19\n \n\n\n\n\n\n               (i)    The Corporation and the Participant have taken all actions\nrequired to register the Shares under the Securities Act of 1933, as amended\n(the 'Act'), or to perfect an exemption from registration requirements of the\nAct, or to determine that the registration requirements of the Act do not apply\nto such exercise;\n\n               (ii)   Any applicable listing requirement of any stock exchange\non which the Share is listed has been satisfied; and\n\n               (iii)  Any other applicable provision of state, federal or\nforeign law has been satisfied.\n\n          (b)  RESTRICTIONS ON TRANSFER; REPRESENTATIONS OF PARTICIPANT;\nLEGENDS; AWARD AGREEMENTS.\n\n               Regardless of whether the offering and sale of Shares under the\nPlan have been registered under the Act or have been registered or qualified\nunder the securities laws of any state, the Corporation may impose restrictions\nupon the sale, pledge, or other transfer of such Shares (including the placement\nof appropriate legends on stock certificates) if, in the judgment of the\nCorporation and its counsel, such restrictions are necessary or desirable to\nachieve compliance with the provisions of the Act, the securities laws of any\nstate, or any other law. If the offering and\/or sale of Shares under the Plan is\nnot registered under the Act and the Corporation determines that the\nregistration requirements of the Act apply but an exemption is available which\nrequires an investment representation or other representation, the Participant\nshall be required, as a condition to acquiring such Shares, to represent that\nsuch Shares are being acquired for investment, and not with a view to the sale\nor distribution thereof, except in compliance with the Act, and to make such\nother representations as are deemed necessary or appropriate by the Corporation\nand its counsel. Stock certificates evidencing Shares acquired pursuant to an\nunregistered transaction to which the Act applies shall bear a restrictive\nlegend substantially in the following form and such other restrictive legends as\nare required or deemed advisable under the Plan or the provisions of any\napplicable law:\n\n     THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF\n     1933 ('ACT'). THEY MAY NOT BE TRANSFERRED, SOLD OR OFFERED FOR SALE\n     UNLESS A REGISTRATION STATEMENT\n\n                                          \n                                      Page 20\n \n\n\n\n\n\n     UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER OR IN THE OPINION OF\n     COUNSEL FOR THE ISSUER EITHER SUCH REGISTRATION IS UNNECESSARY IN\n     ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT OR THE REGISTRATION\n     PROVISIONS OF THE ACT DO NOT APPLY TO SUCH PROPOSED TRANSFER.\n\n               The Corporation shall also place legends on stock certificates\nrepresenting that the Shares evidenced by the stock certificate are subject to\nthe terms of this Plan, including the Corporations right of first refusal under\nSection 13 and the forfeiture provisions (if applicable) under Section 14. Any\ndetermination by the Corporation and its counsel in connection with any of the\nmatters set forth in this Section 12 shall be conclusive and binding on all\npersons.\n\n               All Award Agreements shall contain a provision stating that any\nrestrictions under any applicable Securities Laws will apply.\n\n          (c)  REGISTRATION OR QUALIFICATION OF SECURITIES.\n\n               The Corporation may, but shall not be obligated to, register or\nqualify the offering or sale of Shares under the Act or any other applicable\nlaw.\n\n          (d)  EXCHANGE OF CERTIFICATES.\n\n               If, in the opinion of the Corporation and its counsel, any legend\nplaced on a stock certificate representing Shares issued pursuant to the Plan is\nno longer required, the Participant or the holder of such certificate shall be\nentitled to exchange such certificate for a certificate representing the same\nnumber of Shares but lacking such legend.\n\n\n     13.  RIGHT OF FIRST REFUSAL.\n\n          (a)  RIGHT OF FIRST REFUSAL.\n\n               If a Participant proposes to sell, pledge or otherwise transfer\nany Shares acquired pursuant to the exercise of an Option, the settlement of a\nStock Appreciation Right, or received as Restricted Stock, or any interest in\nsuch Shares, to any person or entity, the Corporation (and the persons described\nin Section 13(e)) shall have a right of first refusal (the 'Right of First\nRefusal') with respect to such Awards. Any Participant desiring to transfer\nShares acquired under the Plan shall first give a written notice (the 'Transfer\nNotice') to the Corporation\n\n                                          \n                                      Page 21\n \n\n\n\n\n\ndescribing fully the proposed transfer, including the number of Shares proposed\nto be transferred, the proposed transfer price, and the name and address of the\nproposed transferee. The Transfer Notice shall be signed both by the Participant\nand by the proposed transferee and must constitute a binding commitment of both\nparties to the transfer of the Shares. The Corporation shall have the right to\npurchase the Shares which are the subject of the Transfer Notice on the terms\ndescribed in the Transfer Notice, subject to any change in such terms permitted\nunder Section 13(b). The Corporation shall exercise its Right of First Refusal\nby delivering a notice of exercise of the Right of First Refusal to the\nParticipant within 30 days after the date the Transfer Notice is received by the\nCorporation. The Corporation's rights under this Section 13(a) shall be freely\nassignable, in whole or in part, to the persons described in Section 13(e).\n\n          (b)  TRANSFER OF SHARES.\n\n               If the Corporation does not exercise the Right of First Refusal\nwithin 30 days after the date on which it receives the Transfer Notice and no\nperson described in Section 13(e) exercises the assigned Right of First Refusal\nwithin an additional 30 days after such date, the Participant may, not later\nthan six months following receipt of the Transfer Notice by the Corporation,\nconsummate a transfer of the Shares subject to the Transfer Notice on the terms\nand conditions described in the Transfer Notice. Any proposed transfer on terms\nand conditions different from those described in the Transfer Notice, as well as\nany subsequent proposed transfer by the Participant, shall again be subject to\nthe Right of First Refusal and shall again require compliance with the foregoing\nnotice and election procedure described in Section 13(a). If the Right of First\nRefusal is exercised, the Participant shall immediately endorse and deliver to\nthe Corporation every stock certificate representing the Shares being purchased,\nand the Corporation shall then promptly pay (or cause the person described in\nSection 13(e) exercising the Right of First Refusal to pay) the purchase price\nin accordance with the terms set forth in the Transfer Notice.\n     \n          (c)  REPURCHASE PAYMENT.\n\n               The amount payable to a Participant pursuant to the exercised\nRight of First Refusal shall be paid to the Participant in full in cash (in U.S.\ndollars) or upon such other terms which are set forth in the Transfer Notice.\n\n                                          \n                                      Page 22\n \n\n\n\n\n\n          (d)  BINDING EFFECT.\n\n               The Corporation's Right of First Refusal shall inure to the\nbenefit of its successors and assigns and shall be binding upon any transferee\nof the Shares, other than a transferee acquiring Shares in a transaction with\nrespect to which the Right of First Refusal was not exercised (a 'Free\nTransferee') or a transferee of a Free Transferee.\n\n          (e)  ADDITIONAL PERSONS WITH RIGHT OF FIRST REFUSAL.\n\n               If the Corporation does not exercise the Right of First Refusal,\nin whole or in part, within 30 days after the date on which it receives the\nTransfer Notice, the Right of First Refusal may be exercised by the following\npersons in the order set forth:\n\n               (i)    Any qualified retirement plan sponsored by the Corporation\nwhich has the right, under the terms of such plan, to purchase the Corporation's\nCommon Stock;\n\n               (ii)   Any active Employee who is within the class of Employees\neligible to be granted Awards under the Plan; or\n\n               (iii)  Any other holder of Shares of the Corporation's Common\nStock. The Corporation shall notify such persons, on or before the last day of\nthe Corporation's 30 day election period described in Subsection (b) above, of\nthe assignment of such Right of First Refusal to them. The Right of First\nRefusal, as so assigned, may be exercised in whole or in part within an\nadditional 30 days after the date on which the Corporation received the Transfer\nNotice in the manner described in Subsections (b) and (c) above.\n\n          (f)  ESCROW OF STOCK CERTIFICATES.\n\n               To facilitate the consummation of the Right of First Refusal, the\nParticipant and the Corporation shall execute a Joint Escrow Instructions\nagreement and the Participant shall deliver and deposit Assignment Separate From\nCertificates in accordance with Section 26.\n\n          (g)  TERMINATION OF RIGHT OF FIRST REFUSAL.\n\n               Notwithstanding any other provision of this Section 13, if the\nCommon Stock is listed on any United States securities exchange or traded on any\nformal over-the-counter market in general use in the United States at the time\nthe Participant desires to transfer his or her Shares, the Corporation shall no\nlonger\n\n                                          \n                                      Page 23\n\n\n\nhave the Right of First Refusal, and the Participant shall have no obligation to\ncomply with this Section 13.\n\n\n     14.  FORFEITURE OF RESTRICTED STOCK.\n\n          (a)  FORFEITURE OF NONVESTED AWARDS OF RESTRICTED STOCK.\n\n               Awards of Restricted Stock issued under the Plan to a Participant\nwhich are not vested shall, as provided in Section 8(e), be forfeited and revert\nto the Corporation ('Forfeiture Restriction') on the terms specified in this\nSection 14 as of the date on which the Participant ceases to be an Employee for\nany reason ('Employment Termination'). The Corporation shall legend the\nForfeiture Restriction on the stock certificates evidencing such Shares and\nshall take such other steps as it deems necessary to ensure compliance with this\nRestriction. The Corporation's rights under this Subsection (a) shall be freely\nassignable, in whole or in part, to the persons described in Section 14(f).\n\n          (b)  REPURCHASE PRICE.\n\n               Nonvested Awards of Restricted Stock shall be forfeited and\nrevert to the Corporation, with payment by the Corporation equal to the purchase\nprice paid by the Participant to the Corporation for any such Award of\nRestricted Stock.\n\n          (c)  ESCROW OF STOCK CERTIFICATES.\n\n               To facilitate the consummation of the Right of First Refusal, the\nParticipant and the Corporation shall execute a Joint Escrow Instructions\nagreement and the Participant shall deliver and deposit Assignment Separate From\nCertificates in accordance with Section 26.\n\n          (d)  FORFEITURE PROCEDURE.\n\n               The Corporation shall promptly notify the Escrow Agent in \nwriting of a Participant's termination of employment prior to vesting of \nAwards of Restricted Stock. A copy of such notice shall be sent \nsimultaneously to the Participant. The Escrow Agent shall act in accordance \nwith such notice and the Joint Escrow Instructions to return certificates \nrepresenting nonvested Awards of Restricted Stock to the Corporation.\n\n          (e)  BINDING EFFECT.\n\n                                          \n                                      Page 24\n \n\n\n\n\n               The Forfeiture Restriction shall inure to the benefit of and be\nbinding upon the Corporation and its successors and assigns, and shall be\nbinding upon the Participant and any representative, executor, administrator,\nheir, legatee, or assignee of the Participant.\n\n          (f)  ADDITIONAL PERSONS WITH FORFEITURE RIGHT OF REPURCHASE.\n\n               The Corporation may assign its repurchase rights, in whole or in\npart, to the following persons:\n\n               (i)    Any qualified retirement plan sponsored by the Corporation\nwhich has the right, under the terms of such plan, to purchase the Corporation's\nCommon Stock;\n\n               (ii)   Any active Employee who is within the class of Employees\neligible to be granted Awards under the Plan; or\n\n               (iii)  Any other holder of Shares of the Corporation's Common \nStock.\n\n\n     15.  EXERCISE OF UNVESTED OPTIONS.\n\n          (a)  EXERCISED OPTIONS AND RESTRICTED SHARES OF COMMON STOCK.\n\n               The Committee, at its discretion, may grant any Participant the\nright to exercise any unvested Option prior to the vesting of such Option,\nprovided that the Shares issued upon such exercise shall remain subject to\nvesting, as Restricted Stock, at the same rate as under the Option so exercised,\nand:\n\n               (i)    Shares which have become vested shall be subject to the\nCorporation's Right of First Refusal, on the terms and conditions set forth in\nSection 13, if a Participant proposes to sell, pledge or otherwise transfer any\nsuch Shares, or any interest in such Shares, to any person or entity; and\n\n               (ii)   Shares which have not become vested on or before the\napplicable date described in Section 7 for determining the forfeiture or lapsing\nof the Option pursuant to which such Shares were issued under this Section 15,\nshall be subject to forfeiture under Section 14 at the Exercise Price paid by\nthe Participant to the Corporation to acquire such Shares.\n\n          (b)  ESCROW OF STOCK CERTIFICATES.\n\n                                          \n                                      Page 25\n \n\n\n\n\n\n               To facilitate the consummation of the Right of First Refusal, the\nParticipant and the Corporation shall execute a Joint Escrow Instructions\nagreement and the Participant shall deliver and deposit Assignment Separate From\nCertificates in accordance with Section 26.\n\n\n     16.  AMENDMENT OF THE PLAN.\n\n          The Board or the Committee may, from time to time, terminate, suspend\nor discontinue the Plan, in whole or in part, or revise or amend it in any\nrespect whatsoever including, but not limited to, the adoption of any amendments\ndeemed necessary or advisable to qualify the Awards under rules and regulations\npromulgated by the Securities and Exchange Commission with respect to Employees\nwho are subject to the provisions of Section 16 of the Exchange Act, or to\ncorrect any defect or supply any omission or reconcile any inconsistency in the\nPlan or in any Award granted under the Plan, with or without approval of the\nshareholders of the Corporation, but if any such action is taken without the\napproval of the Corporation's shareholders, no such revision or amendment shall:\n\n          (a)  Increase the number of Shares subject to the Plan, other than any\nincrease pursuant to Section 11;\n\n          (b)  Change the designation of the class of persons eligible to\nreceive Awards;\n\n          (c)  Permit any individual while a member of the Committee to be\neligible to receive and hold an Award granted or issued under the Plan;\n\n          (d)  Withdraw administration of the Plan from the Committee;\n          \n          (e)  Increase the maximum duration of an Option or a Stock\nAppreciation Right;\n\n          (f)  Change the manner of determining the Exercise Price of an Option;\n\n          (g)  Extend the term of the Plan; or\n\n          (h)  Amend this Section 16 to defeat its purpose. \n\nNo amendment, termination or modification of the Plan shall, without the consent\nof the Participant, affect any Award previously granted.\n\n                                          \n                                      Page 26\n \n\n\n\n\n\n     17.  PAYMENT FOR SHARE PURCHASES.\n\n          (a)  PAYMENT.\n\n               Payment for Shares purchased pursuant to the Plan may be made in\ncash (in U.S. dollars) or, where expressly approved for the Participant by the\nCommittee and where permitted by law:\n\n               (i)    By check;\n\n               (ii)   By cancellation of indebtedness of the Corporation to the\nParticipant;\n\n               (iii)  By surrender of Shares that either: (A) have been owned by\nParticipant for more than six (6) months and have been paid for within the\nmeaning of SEC Rule 144 (and, if such shares were purchased from the Corporation\nby use of a promissory note, such note has been fully paid with respect to such\nShares); or (B) were obtained by Participant in the public market;\n\n               (iv)   By tender of a full recourse promissory note having such\nterms as may be approved by the Committee and bearing interest at a rate\nsufficient to avoid imputation of income under Sections 483 and 1274 of the\nCode, provided that Participants who are not employees of the Corporation shall\nnot be entitled to purchase Shares with a promissory note unless the note is\nadequately secured by collateral other than the Shares;\n\n               (v)    By waiver of compensation due or accrued to Participant\nfor services rendered;\n\n               (vi)   With respect only to purchases upon exercise of an Option,\nand provided that a public market for the Corporation's stock exists:\n\n                      (A)  Through a 'same day sale' commitment from Participant\nand a broker-dealer that is a member of the National Association of Securities\nDealers (an 'NASD dealer') whereby Participant irrevocably elects to exercise\nthe Option and to sell a portion of the Shares so purchased to pay for the\nExercise Price, and whereby the NASD Dealer irrevocably commits upon receipt of\nsuch Shares to forward the Exercise Price directly to the Corporation; or\n\n                      (B)  Through a 'margin' commitment from Participant and an\nNASD Dealer whereby Participant irrevocably elects to exercise the Option and to\npledge the Shares so purchased to the NASD Dealer in a margin account as\nsecurity for a loan from the NASD\n                                          \n                                          \n                                       Page 27 \n\n\n\n\nDealer in the amount of the Exercise Price, and whereby the NASD Dealer\nirrevocably commits upon receipt of such Shares to forward the Exercise Price\ndirectly to the Corporation; or\n\n               (vii)  By any combination of the foregoing.\n\n          (b)  LOAN GUARANTEES.\n\n               The Committee may in its discretion help a Participant pay for\nShares purchased under the Plan by authorizing a guarantee by the Corporation of\na third-party loan to the Participant, subject to any covenant(s) or other\nagreements which may limit the Corporation's ability to provide such a\nguarantee.\n\n\n     18.  APPLICATION OF FUNDS.\n\n          The proceeds received by the Corporation from the sale of Common Stock\npursuant to the exercise of an Option, settlement of a Stock Appreciation Right,\nor the issuance of Restricted Stock shall be used for general corporate\npurposes.\n\n\n     19.  PRIVILEGES OF STOCK OWNERSHIP.\n\n          A Participant shall have no of the rights of a shareholder of the\nCorporation with respect to any Shares issued under the Plan until the date a\nstock certificate for such Shares is issued to the Participant. After Shares are\nissued to the Participant, the Participant shall be a shareholder and have all\nthe rights of a shareholder with respect to such Shares, including the right to\nvote and receive all dividends or other distributions made or paid with respect\nto such Shares; provided, that:\n\n          (a)  If such Awards are Restricted Stock, then any new, additional or\ndifferent securities the Participant may become entitled to receive with respect\nto such Shares by virtue of a stock dividend, stock split or any other change in\nthe corporate or capital structure of the Corporation shall be subject to the\nsame restrictions as the Restricted Stock; and\n\n          (b)  The Participant shall have no right to retain such dividends or\ndistributions with respect to Shares that are repurchased at the Participant's\noriginal Purchase Price pursuant to Section 14.\n\n                                          \n                                      Page 28\n \n\n\n\n     20.  TRANSFERABILITY.\n\n          Awards granted under the Plan, and any interest therein, shall not be\ntransferable or assignable by Participant, and may not be made subject to\nexecution, attachment or similar process, otherwise than by will or by the laws\nof descent and distribution or as consistent with the specific Plan and Award\nAgreement provisions relating thereto. During the lifetime of the Participant an\nOption or Stock Appreciation Right may be exercisable only by the Participant,\nand any elections with respect to any Award may be made only by the Participant.\n\n\n     21.  APPROVAL OF SHAREHOLDERS.\n\nThe Plan shall be subject to approval by the affirmative vote of the holders of\na majority of all classes of the outstanding shares present and entitled to vote\nat the first annual meeting of shareholders of the Corporation adopting the Plan\nfollowing the adoption of the Plan, and in no event later than _____, 19__(the\nfirst anniversary of the Effective Date shown in Section 3). Prior to such\napproval, Awards may be granted but may not be exercised or settled. Any\namendment described in Section 16 shall also be subject to approval by the\nCorporation's shareholders.\n\n\n     22.  WITHHOLDING OF TAXES.\n\n          (a)  GENERAL.\n\n               Whenever Shares are to be issued under the Plan, the Corporation\nmay require the Participant to remit to the Corporation an amount sufficient to\nsatisfy federal, state and local withholding tax requirements prior to the\ndelivery of any certificate or certificates for such Shares. Whenever, under the\nPlan, payments in satisfaction of Awards are to be made in cash, such payment\nshall be net of an amount sufficient to satisfy federal, state, and local\nwithholding tax requirements.\n\n          (b)  STOCK WITHHOLDING.\n\n               When, under applicable tax laws, a Participant incurs tax\nliability in connection with the exercise or vesting of any Award that is\nsubject to tax withholding and the\n\n                                          \n                                      Page 29\n \n\n\n\nParticipant is obligated to pay the Corporation the amount required to be\nwithheld, the Committee may allow the Participant to satisfy the minimum\nwithholding tax obligation by electing to have the Corporation withhold from the\nShares to be issued the specific number of Shares having a Fair Market Value\nequal to the minimum amount required to be withheld, determined on the date that\nthe amount of tax to be withheld is to be determined (the 'Tax Date'). All\nelections by a Participant to have Shares withheld for this purpose shall be\nmade in writing in a form acceptable to the Committee and shall be subject to\nthe following restrictions:\n\n               (i)    The election must be made on or prior to the applicable\nTax Date;\n\n               (ii)   Once made, then except as provided below, the election\nshall be irrevocable as to the particular Shares as to which the election is\nmade;\n\n               (iii)  All elections shall be subject to the consent or\ndisapproval of the Committee;\n\n               (iv)   In the event that the Tax Date is deferred until six (6)\nmonths after the delivery of Shares under Section 83(b) of the Code, the\nParticipant shall receive the full number of Shares with respect to which the\nexercise occurs, but such Participant shall be unconditionally obligated to\ntender back to the Corporation the proper number of Shares on the Tax Date; and\n\n               (v)    If the Participant is an 'insider' and if the Corporation\nis subject to Section 16(b) of the Exchange Act:\n\n                      (A)  the election may not be made within six (6) months of\nthe date of grant of the Award, except as otherwise permitted by SEC Rule\n16b-3(e) under the Exchange Act; and\n\n                      (B)  either:\n\n                           (I)     the election to use stock withholding must be\nirrevocably made at least six (6) months prior to the Tax Date (although such\nelection may be revoked at any time at least six (6) months prior to the Tax\nDate); or\n\n                           (II)    the exercise of the Option or election to use\nstock withholding must be made in the ten day period beginning on the third day\nfollowing the release of the Corporation's quarterly or annual summary statement\nof sales or earnings.\n\n                                          \n                                      Page 30\n \n\n\n\n     23.  STATEMENT TO PARTICIPANTS.\n\n          Within a reasonable time after the last day of each Plan Year, the\nCommittee shall furnish to each Participant a statement setting forth the\nParticipant's total number of Shares subject to Awards, the date such Awards\nwere granted, the Fair Market Value of such Awards as of the grant or issuance\ndate, and such other information as the Committee shall deem advisable to\nfurnish.\n\n\n     24.  RIGHTS AS AN EMPLOYEE.\n\n          The Plan shall not be construed to give any individual the right to\nremain in the employ of the Corporation or to affect the right of the\nCorporation to terminate such individual's employment at any time, with or\nwithout cause. The grant of an Award shall not entitle the Participant to, or\ndisqualify the Participant from, participation in the grant of any other Award\nunder the Plan or participation in any other plan maintained by the Corporation.\n\n\n     25.  INSPECTION OF RECORDS.\n\n          Copies of the Plan, records reflecting each Participant's Awards and\nany other documents and records which a Participant is entitled by law to\ninspect shall be open to inspection by the Participant and his or her duly\nauthorized representative at the office of the Corporation at any reasonable\nbusiness hour upon reasonable advance notice from the Participant.\n\n\n     26.  ESCROW OF STOCK CERTIFICATES.\n\n          To facilitate the consummation of the Corporation's rights and\nobligations under Sections 13 and 14, the Participant and the Corporation shall\nexecute a Joint Escrow Instructions agreement and the Participant shall deliver\nand deposit with the Escrow Agent two Assignments Separate from Certificates,\ntogether with all certificates evidencing the Shares of Common Stock issued to\nthe Participant pursuant to this Plan, duly endorsed in blank. The Escrow Agent\nshall hold such documents and deliver the same to the Corporation pursuant to\nthe Joint Escrow Instructions and in accordance with the terms of Sections 13\nand\/or 14, as applicable.\n\n                                          \n                                      Page 31\n \n\n\n\n\n     27.  DISCLAIMER OF TAX TREATMENT\n\n          While the Corporation has established this Plan to take advantage of\ncurrent special tax rules for the benefit of the Participants, the Corporation\ndoes not guarantee and will not be responsible for the tax consequences of the\nAwards for any Participant. Each Participant should consult with a professional\ntax advisor to determine the consequences of the Plan on his or her individual\ntax situation.\n\n                                          \n                                      Page 32\n\n\n\n                                          \n                          INCENTIVE STOCK OPTION AGREEMENT\n                                        WITH\n\n     This Incentive Stock Option Agreement is made and entered into this\n__________ day of ______________, ('Date of Grant') pursuant to the Unitech\nIndustries Omnibus Equity Incentive Plan ('Plan'). The Committee administering\nthe Plan has selected you to receive the following grant of incentive stock\noptions, as defined in Section 422(b) of the Internal Revenue Code of 1986, as\namended, to purchase shares of the common stock of Unitech Telecom, Inc.\n('Unitech Telecom') ('Stock Options'), on the terms and conditions set forth\nbelow:\n     \n     1.   Stock Options Granted:\n     \n               Date of Grant ..............................__________\n\n               No. of Stock Options Granted ...............__________\n\n               Exercise Price Per Share ...................$_________\n\n               Expiration Date ............................__________\n\n     2.   The Stock Options are granted pursuant to the Plan to purchase the\nauthorized but unissued common stock of Unitech Industries. All Stock Options\nshall expire, and all rights to exercise them shall terminate, ten years from\nthe Date of Grant, except that the Stock Options may expire earlier as provided\nin the Plan.\n\n     3.   The Stock Options shall be exercisable in all respects in accordance\nwith the terms of the Plan which are incorporated herein by this reference. The\nOptionee acknowledges having received and read a copy of the Plan. All shares of\nUnitech Industries's common stock issued pursuant to the exercise of a Stock\nOption shall be subject to Unitech Industries's Right of First Refusal as set\nforth in the Plan.\n\n     4.   The Stock Options are exercisable in accordance with the following\nvesting schedule:\n          ____________ exercisable as of __________________________.\n\n     5.   The Optionee agrees to comply with all laws, rules, and regulations\napplicable to the grant and exercise of the Stock Options and the sale or the\ndisposition of the common stock of Unitech Industries received pursuant to the\nexercise of such Stock Options. This Incentive Stock Option Agreement is subject\nto the restrictions of any applicable Securities Laws.\n\n     IN WITNESS WHEREOF, each of the parties hereto has executed this Stock\nOption Agreement, in the case of Unitech Industries by its duly authorized\nofficer, as of the date and year written above.\n     \n\n                              Unitech Telecom\n\n_________________________     By: ________________________________________\nName of Optionee                            Hong Lu, President\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[9205],"corporate_contracts_industries":[9516],"corporate_contracts_types":[9539,9546],"class_list":["post-38186","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-utstarcom-inc","corporate_contracts_industries-telecommunications__equipment","corporate_contracts_types-compensation","corporate_contracts_types-compensation__incentive"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38186","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=38186"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38186"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38186"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38186"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}