MARTEK BIOSCIENCES CORP
EX. 10.37 OMEGATECH, INC. 1996 STOCK OPTION PLAN
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<TYPE>EX-10
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<FILENAME>ex1037_043002-matk.htm
<DESCRIPTION>EX. 10.37 OMEGATECH, INC. 1996 STOCK OPTION PLAN
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<Title>Exhibit 10.37</title>
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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>OMEGATECH, INC.<BR>
1996 STOCK OPTION PLAN<BR>
AMENDED APRIL 26, 2001</B></FONT></P>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>I.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Purpose</FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
OMEGATECH, INC. 1996 STOCK OPTION PLAN (&#147;Plan&#148;), as amended, provides
for the grant of Stock Options to employees, directors and consultants of
OmegaTech, Inc. (the &#147;Company&#148;), and such of its subsidiaries as
defined in Section 424(f) of the Internal Revenue Code of 1986 (the
&#147;Code&#148;) as the Board of Directors of the Company shall from time to
time designate (&#147;Participating Subsidiaries&#148;) in order to advance the
interests of the Company and its Participating Subsidiaries through the
motivation, attraction and retention of key personnel. </FONT></P>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>II.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Incentive
Stock Options and Non-Incentive Stock Options</FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Stock Options granted under the Plan may be either:</font></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;a)&nbsp;&nbsp;&nbsp;&nbsp;Incentive Stock Options ("ISOs") which are intended to be "Incentive Stock Options" as
 that term is defined in Section 422 of the Code; or</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;b)&nbsp;&nbsp;&nbsp;&nbsp;Nonstatutory Stock Options ("NSOs") which are intended to be options that do not qualify
 as "Incentive Stock Options" under Section 422 of the Code.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>All Stock Options shall be
ISOs unless the Option Agreement clearly designates the Stock Options granted
thereunder, or a specified portion thereof, as NSOs. Subject to the other
provisions of the Plan, a Participant may receive ISOs and NSOs at the same
time, provided that the ISOs and NSOs are clearly designated as such, and the
exercise of one does not affect the exercise of the other. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Except
as otherwise expressly provided herein, all of the provisions and requirements
of the Plan relating to Stock Options shall apply to ISOs and NSOs. </FONT></P>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>III.&nbsp;&nbsp;&nbsp;&nbsp;Administration</FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Plan shall be administered by the Board of Directors (the &#147;Board&#148;) of
the Company or by a committee of two or more directors (&#147;Committee&#148;).
Each such person shall be a Disinterested Person at such times as required for
the options to obtain the benefits of Rule 16b-3 under the Securities Exchange
Act of 1933 (the &#147;Act&#148;). The Committee or the Board of Directors, as
the case may be, shall have full authority to administer the Plan, including
authority to interpret and construe any provision of the Plan and any Stock
Options granted thereunder, and to adopt such rules and regulations for
administering the Plan as it may deem necessary in order to comply with the
requirements of the Code or in order that Stock Options that are intended to be
ISOs will be classified as incentive stock options under the Code, or in order
to conform to any regulation or to any change in any law or regulation
applicable thereto. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All
actions taken and all interpretations and determinations made by the Board or
Committee in good faith (including determinations of Fair Market Value) shall be
final and binding upon all Participants, the Company and all other interested
persons. No member of the Board or Committee shall be personally liable for any
action, determination or interpretation made in good faith with respect to the
Plan, and all members of the Board and Committee shall, in addition to their
rights as directors, be fully protected by the Company with respect to any such
action, determination or interpretation. The Board shall have the power to
reprice Stock Options. Rule 16b-3 under the Act provides that the grant of a
stock option to a director or officer of a company will be exempt from the
provisions of Section 16(b) of the Act if the conditions set forth in said Rule
are satisfied. Grants of Stock Options hereunder shall be made in a manner that
does not violate the conditions of said Rule. </FONT></P>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>IV.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Definitions</FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.1.
&#147;<U>Stock Option</U>.&#148; A Stock Option is the right granted under the
Plan to an Employee, director, or consultant to purchase, at such time or times
and at such price or prices (&#147;Option Price&#148;) as are determined by the
Board or Committee, the number of shares of Common Stock determined by the Board
or Committee. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.2.
&#147;<U>Common Stock</U>.&#148; A share of Common Stock means a share of
authorized but unissued or reacquired Class A (voting) or Class B (non-voting)
common stock of the Company. Appropriate adjustments hereunder may be made by
the Board or Committee to reflect the Stock Option being for Class A or Class B
Common Stock (including determinations of Fair Market Value). </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.3.
&#147;<U>Fair Market Value</U>.&#148; If the Common Stock is traded publicly,
the Fair Market Value of a share of Common Stock on any date shall be the
average of the representative closing bid and asked prices, as quoted by the
National Association of Securities Dealers through NASDAQ (its automated system
for reporting quotes), for the date in question, or, if the Common Stock is
listed on the NASDAQ National Market System or is listed on a national stock
exchange, the officially quoted closing price on NASDAQ or such exchange, as the
case may be, on the date in question. If the Common Stock is not traded
publicly, the Fair Market Value of a share of Common Stock on any date shall be
determined in good faith by the Board of Directors or the Board or Committee
after such consultations with outside legal, accounting and other experts as the
Board of Directors or the Committee may deem advisable, and the Board of
Directors or the Committee shall maintain a written record of its method of
determining such value. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.4. &#147;<U>Employee.</U>.&#148;  An Employee is an employee of the Company or any Participating Subsidiary.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.5. &#147;<U>Participant.</U>.&#148;  A Participant is an Employee, director or consultant to whom a Stock Option is granted.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.6. &#147;<U>Disinterested Person.</U>&#148;  A Disinterested Person is a person who satisfies the definition of a
"disinterested person" set forth in Rule 16b-3 under the Act or any successor rule or regulation, as it may be
amended from time to time.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.7
&#147;<U>Corporate Transaction</U>.&#148; &#147;Corporate Transaction&#148;
shall mean one or more of the following transactions unless persons who were
holders of securities issued by the Company which are outstanding immediately
prior to such transaction are (based on such holdings of securities of the
Company) holders of 51% or more of the outstanding voting common stock of the
surviving or acquiring entity (or equivalent equity interest if the entity is
not a corporation): (i) a merger or acquisition (ii) a share exchange (with or
without a stockholder vote) in which 95% or more of the outstanding capital
stock of the Company is exchanged for capital stock of another corporation; or
(iii) the sale, transfer or other disposition of all or substantially all of the
Company&#146;s assets. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In determining whether 51% of the voting common stock is so held:  (i) convertible preferred
stock shall be calculated on an "as converted" basis; (ii) convertible debt shall be calculated on an "as
exchanged" basis; and (iii) warrants, options and other purchase rights shall not be counted for any purpose. </FONT></P>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>V.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Eligibility
and Participation</FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Grants
of ISOs and NSOs may be made to Employees of the Company or any Participating
Subsidiary. Grants of NSOs may be made to directors of, or consultants to, the
Company or any Participating Subsidiary. Any director of the Company or of a
Participating Subsidiary who is also an Employee shall also be eligible to
receive ISOs. The Board or Committee shall from time to time determine the
Participants to whom Stock Options shall be granted, the number of shares of
Common Stock subject to each Stock Option to be granted to each such
Participant, the Option Price of such Stock Options, all as provided in this
Plan. The Option Price of any ISO or NSO shall be not less than one hundred
percent (100%) of the Fair Market Value of a share of Common Stock on the date
on which the Stock Option is granted. If an ISO is granted to an Employee who
then owns stock possessing more than 10% of the total combined voting power of
all classes of stock of the Company or any parent or subsidiary corporation of
the Company, the Option Price of such ISO shall be at least 110% of the Fair
Market Value of the Common Stock subject to the ISO at the time such ISOs are
granted, and such ISO shall not be exercisable after five years after the date
on which it was granted. Each Stock Option shall be evidenced by a written
agreement (&#147;Option Agreement&#148;) containing such terms and provisions as
the Board or Committee may determine, subject to the provisions of this Plan. </FONT></P>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>VI.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Shares of
Common Stock Subject to the Plan</FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.1.
<U>Maximum Number</U>. The maximum aggregate number of shares of Common Stock
that may be made subject to Stock Options shall be 6,000,000 shares. The
aggregate Fair Market Value (determined as of the time the ISO is granted) of
the stock as to all ISOs granted to an individual which may first become
exercisable in a particular calendar year may not exceed $100,000. If any shares
of Common Stock subject to Stock Options are not purchased or otherwise paid for
before such Stock Options expire or terminate, such shares may again be
available for grant under this Plan. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.2.
<U>Capital Changes</U>. In the event any changes are made to the shares of
Common Stock (whether by reason of reorganization, recapitalization, stock
dividend, stock split, combination of shares, exchange of shares, change in
corporate structure or otherwise), appropriate adjustments shall be made in: (i)
the number of shares of Common Stock theretofore made subject to Stock Options,
and in the Option Price of said shares; and (ii) the aggregate number of shares
which may be made subject to Stock Options in the future. If any of the
foregoing adjustments shall result in a fractional share, the fraction shall be
disregarded, and the Company shall have no obligation to make any cash or other
payment with respect to such a fractional share. </FONT></P>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>VII.&nbsp;&nbsp;&nbsp;&nbsp;Exercise
of Stock Options</FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7.1
<U>Time of Exercise</U>. Subject to the provisions of the Plan, the Board or
Committee, in its discretion, shall determine the time when a Stock Option, or a
portion of a Stock Option, shall become exercisable, and the time when a Stock
Option, or a portion of a Stock Option, shall expire. No Stock Option shall be
exercisable earlier than six months after the date of grant, and if the Board
does not designate an exercise schedule then a Stock Option shall become
exercisable in full commencing three years after date of grant. Such time or
times shall be set forth in the Option Agreement evidencing such Stock Options.
A Stock Option shall expire, to the extent not exercised, no later than the
tenth anniversary of the date on which it was granted. The Board or Committee
may accelerate the vesting of any Participant&#146;s Stock Option by giving
written notice to the Participant. Upon receipt of such notice, the Participant
and the Company shall amend the Option Agreement to reflect the new vesting
schedule. The acceleration of the exercise period of a Stock Option shall not
affect the expiration date of that Stock Option. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7.2
<U>Exchange of Outstanding Stock; Cashless Exercise</U>. The Board or Committee,
in its sole discretion, may permit a Participant to surrender to the Company
shares of the Common Stock previously acquired by the Participant as part or
full payment for the exercise of a Stock Option, or may credit a Participant
with shares which the Participant has a right to acquire in the Stock Option
being exercised. Such surrendered or credited shares shall be valued at their
Fair Market Value on the date of exercise. Shares credited to a Participant
shall again be available for grant under the Plan. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7.3
<U>Use of Promissory Note; Exercise Loans</U>. The Board or Committee may, in
its sole discretion, impose terms and conditions, including conditions relating
to the manner and timing of payments, on the exercise of Stock Options. Such
terms and conditions may include, but are not limited to, permitting a
Participant to deliver to the Company his or her promissory note as full or
partial payment for the exercise of a Stock Option. The Board or Committee, in
its sole discretion, may authorize the Company to make a loan to a Participant
in connection with the exercise of Stock Options, or authorize the Company to
arrange or guarantee loans to a Participant by a third party. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7.4
<U>Conditions of Exercise</U>. Notice of exercise shall be in the form attached
to the Option Agreement and shall, in the discretion of the Company, contain a
representation, in the form provided by the Company, that the shares are being
purchased for investment only and not for resale or distribution, and such other
representations and agreements as the Company may reasonably require, and may in
addition require as a condition of exercise that the Participant execute any
Stockholders Agreement which (i) is applicable to holders of 70% or more of the
capital stock of the Company or (ii) holders of 60% or more of the Stock Options
granted under this Plan have been requested to execute. The Company may also
require as a condition of exercise that the Participant will agree, if requested
by the Company in connection with a public offering of the Company&#146;s
securities, to adhere to lock-up arrangements between the Company and an
underwriter involved in such public offering. A lock-up arrangement is an
agreement not to sell, pledge, or engage in similar transactions for a
designated period of time before and after an underwritten public offering of
the Company&#146;s securities. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7.5
<U>Termination of Employment before Exercise</U>. (a) If the employment of a
Participant who was an Employee of the Company or a Participating Subsidiary
when the ISO was granted shall terminate for any reason other than the
Participant&#146;s death or disability, or as provided in Section 7.6 hereof,
any Stock Options then held by the Participant, to the extent then exercisable
under the applicable Incentive Stock Option Agreement(s), shall remain
exercisable after the termination of his or her employment for a period of three
months (but not later than the specified expiration date). If the
Participant&#146;s employment is terminated because the Participant is disabled
within the meaning of Section 22(e)(3) of the Code, any ISO then held by the
Participant, to the extent then exercisable under the applicable Option
Agreement(s), shall remain exercisable after the termination of his or her
employment for a period of twelve months (but not later than the specified
expiration date). If the Participant dies while employed by the Company or a
Participating Subsidiary, or during the three-month or twelve-month periods
referred to above, his or her ISO Stock Options may be exercised to the extent
that they were exercisable on the date of cessation of his or her employment by
his or her estate, or duly appointed representative, or beneficiary who acquires
the Stock Options by will or by the laws of descent and distribution, but no
further installments of his or her Stock Options will become exercisable and
each of his or her Stock Options shall terminate on the first anniversary of the
date of his or her death (but not later than the specified expiration dates). If
a Stock Option is not exercised during the applicable period, it shall be deemed
to have been forfeited and of no further force or effect. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)
If a Participant who was an employee of, or director or consultant to, the
Company or a Participating Company shall die or become disabled within the
meaning of Section 22(e)(3) of the Code, while an employee, director or
consultant, and the Option is not terminated under Section 7.6, any NSO held by
the Participant, to the extent exercisable on the date of such termination,
shall remain exercisable after such termination of employment, director
position, or consulting for a period of two years after the termination of such
employment, director position, or consulting (but not later than the expiration
date). Provided, however, that at the time of grant the Board may elect to have
a NSO governed by the provisions of Section 7.5(a). </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7.6.
<U>Termination for Adverse Acts by Employee</U>. The Company may terminate any
Stock Option, even if notice of exercise has been given, if the Participant on
or prior to the date of termination of the Option (i) is in violation of any
employment, non-disclosure, invention assignment or covenant not to compete with
the Company or a Participating Subsidiary so long as the Company or
Participating Subsidiary gives the Participant notice thereof and five (5) days
after such notice to cure such default; (ii) has been terminated for cause by
the Company or a Participating Subsidiary or has resigned under conditions which
would be a basis for termination for cause, or (iii) if Participant is or was an
employee, Participant is working for, or providing consulting services for, a
competitor of the Company or a Participating Subsidiary, or (iv) if Participant
is or was a director or consultant, is working for or consulting for a
competitor in violation of the director or consulting arrangement with the
Company or a Participating Subsidiary. For purposes of item (ii)
&#147;cause&#148; includes, but is not limited to, violations of state trade
secret laws in relation to the Company or a Participating Subsidiary, the
commission of a felony or misdemeanor related to the Company or a Participating
Subsidiary, the consistent failure to follow instructions of superiors, or the
providing of material misinformation on any employment, director or consulting
application, and if Participant is a consultant, a material breach of the
consultant&#146;s consulting arrangement. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7.7.
<U>Disposition of Forfeited Stock Options</U>. Any shares of Common Stock
subject to Stock Options forfeited by a Participant shall not thereafter be
eligible for purchase by the Participant, but may be made subject to Stock
Options granted to other Participants. </FONT></P>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>VIII.&nbsp;&nbsp;No
Contract of Employment</FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Nothing
in this Plan shall confer upon the Participant the right to continue in the
employ of the Company, or any Participating Subsidiary, nor shall it interfere
in any way with the right of the Company, or any such Participating Subsidiary,
to discharge the Participant at any time for any reason whatsoever, with or
without cause. Nothing in this Article VIII shall affect any rights or
obligations of the Company or any Participant under any written contract of
employment or independent contractor status. </FONT></P>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>IX.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;No Rights
as a Stockholder</FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A
Participant shall have no rights as a stockholder with respect to any shares of
Common Stock subject to a Stock Option. Except as provided in Section 6.2, no
adjustment shall be made in the number of shares of Common Stock issued to a
Participant, or in any other rights of the Participant upon exercise of a Stock
Option by reason of any dividend, distribution or other right granted to
stockholders for which the record date is prior to the date of exercise of the
Participant&#146;s Stock Option. </FONT></P>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>X.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Assignability</FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;No
Stock Option granted under this Plan, nor any other rights acquired by
Participant under this Plan, shall be assignable or transferable by a
Participant, other than by will or the laws of descent and distribution, and
Stock Options issued to a Participant are exercisable during his or her lifetime
only by him or her. Notwithstanding the preceding sentence, the Board or
Committee may, in its sole discretion, permit the assignment or transfer of an
NSO and the exercise thereof by a person other than a Participant, on such terms
and conditions as the Board or Committee in its sole discretion may determine,
so long as such transferability is permitted under and does not result in a
disqualification of the Plan under Rule 16b-3. Any such terms shall be
determined at the time the NSO is granted, and shall be set forth in the Option
Agreement. In the event of the Participants death, the Stock Option may be
exercised by the Personal Representative of the Participant&#146;s estate or by
the successor or successors in interest determined under the Participant&#146;s
will or under the applicable laws of descent and distribution. </FONT></P>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>XI.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Corporate
Transactions</FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;At
least twenty (20) days prior to the consummation of a Corporate Transaction, the
Company shall give Participants written notice of the proposed Corporate
Transaction. The vesting schedules of all Stock Options shall be accelerated so
that the Stock Options shall become exercisable as to those shares which could
be purchased under those vesting schedules 12 months after the date of
consummation of the Corporation Transaction. In addition, at the sole discretion
of the Board or Committee, the vesting schedule of some or all Stock Options may
be accelerated so that all or any portion of Stock Options outstanding under the
Plan immediately prior to the consummation of the Corporate Transaction shall,
for all purposes under this Plan, become exercisable as of such time. All Stock
Options, to the extent not previously exercised, at the discretion of the Board
of Directors, shall terminate upon the consummation of such Corporate
Transaction and shall cease to be exercisable unless expressly assumed by the
successor corporation or parent thereof. In lieu of rights or grants of
acceleration, the Board of Directors may instead provide for payment in cash of
the difference between the Option Price and the consideration per share being
received in the Corporate Transaction. </FONT></P>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>XII.&nbsp;&nbsp;&nbsp;&nbsp;Amendment</FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Board of Directors may from time to time alter, amend, suspend or discontinue
the Plan, including, where applicable, any modifications or amendments as it
shall deem advisable in order that ISOs will be classified as incentive stock
options under the Code, or in order to conform to any regulation or to any
change in any law or regulation applicable thereto; provided, however, that no
such action shall adversely affect the rights and obligations with respect to
Stock Options at any time outstanding under the Plan; and provided further that
no such action shall, without the approval of the stockholders of the Company,
(i) increase the maximum number of shares of Common Stock that may be made
subject to Stock Options (unless necessary to effect the adjustments required by
Section 6.2), (ii) materially modify the requirements as to eligibility for
participation in the Plan, or (iii) materially increase the benefits accruing to
Participants under the Plan. </FONT></P>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>XIII.&nbsp;&nbsp;
Registration of Optioned Shares</FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Stock Options shall not be exercisable unless the purchase of such optioned
shares is pursuant to an applicable effective registration statement under the
Securities Act of 1933, as amended, or unless, in the opinion of counsel to the
Company, the proposed purchase of such optioned shares would be exempt from the
registration requirements of the Securities Act of 1933, as amended, and from
the registration or qualification requirements of applicable state securities
laws. </FONT></P>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>XIV.&nbsp;&nbsp;&nbsp;&nbsp;
Withholding Taxes</FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Company or Participating Subsidiary may take such steps as it may deem necessary
or appropriate for the withholding of any taxes (including the withholding of
shares of Common Stock otherwise issuable which have appropriate Fair Market
Value) which the Company or the Participating Subsidiary is required by any law
or regulation of any governmental authority, whether federal, state or local,
domestic or foreign to withhold in connection with any Stock Options. </FONT></P>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>XV.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Brokerage
Arrangements</FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Board or Committee, in its discretion, may enter into arrangements with one or
more banks, brokers, or other financial institutions to facilitate the
disposition of shares acquired upon exercise of Stock Options including, without
limitation, arrangements for the simultaneous exercise of Stock Options and the
sale of shares acquired upon exercise. </FONT></P>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>XVI.&nbsp;&nbsp;&nbsp;&nbsp;
Nonexclusivity of the Plan</FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Neither
the adoption of the Plan by the Board of Directors nor the submission of the
Plan to stockholders of the Company for approval shall be construed as creating
any limitations on the power or authority of the Board of Directors to adopt
such other or additional incentive or other compensation arrangements of
whatever nature as the Board of Directors may deem necessary or desirable or
preclude or limit the continuation of any other plan, practice or arrangement
for the payment of compensation or fringe benefits to employees generally, or to
any class or group of employees, which the Company or any Participating
Subsidiary now has lawfully put into effect, including, without limitation, any
retirement, pension, savings and stock purchase plan, insurance, death and
disability benefits and executive short-term incentive plans. </FONT></P>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>XVII.&nbsp;&nbsp;
Effective Date</FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This
Plan was adopted by the Board of Directors and became effective on December 20,
1996. The Plan was adopted by the Company&#146;s Shareholders effective December
20, 1996. This Plan was amended by the Board of Directors and became effective
April 26, 2001. No Stock Options shall be granted subsequent to ten years after
the effective date of the Plan (December 20, 1996). Stock Options outstanding
subsequent to ten years after the effective date of the Plan shall continue to
be governed by the provisions of the Plan. </FONT></P>


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