LENDINGTREE INC
AMENDED & RESTATED EMPLOYEE STOCK PURCHASE PLAN
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>4
<FILENAME>g70918ex10-2.txt
<DESCRIPTION>AMENDED & RESTATED EMPLOYEE STOCK PURCHASE PLAN
<TEXT>
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                                                                    EXHIBIT 10.2

                                LENDINGTREE, INC.
                          EMPLOYEE STOCK PURCHASE PLAN


                Amended and Restated Effective as of July 1, 2001


         1. Purpose. The LendingTree, Inc. Employee Stock Purchase Plan, as
amended and restated (the "Plan"), is established for the benefit of employees
of LendingTree, Inc., a Delaware corporation, and its Designated Subsidiaries.
The Plan is intended to provide the employees of the Employer with an
opportunity to purchase shares of common stock of the Company. It is the
intention of the Company that the Plan qualify as an "employee stock purchase
plan" within the meaning of Section 423 of the Internal Revenue Code, and the
provisions of the Plan shall be construed in a manner consistent with the
requirements of the Internal Revenue Code.

         2. Definitions.

                  (a) "Board" shall mean the Board of Directors of the Company.

                  (b) "Change in Capitalization" shall mean any increase,
reduction, or change or exchange of Shares for a different number or kind of
shares or other securities of the Company by reason of a reclassification,
recapitalization, merger, consolidation, reorganization, Share dividend, Share
split or reverse Share split, combination or exchange of Shares, repurchase of
Shares, change in corporate structure or otherwise.

                  (c) "Change in Control" of the Company shall be deemed to
occur upon the first to occur of the following: (i) the acquisition by any
Person of shares of the Company's stock representing more than fifty percent
(50%) of the total voting power of the Company; (ii) the following individuals
cease for any reason to constitute a majority of the number of directors then
serving: individuals who, on the date hereof, constitute the Board and any new
director (other than a director whose initial assumption of office is in
connection with an actual or threatened election contest, including but not
limited to a consent solicitation, relating to the election of directors of the
Company) whose appointment or election by the Board or nomination for election
by the Company's stockholders was approved or recommended by a vote of at least
two-thirds (2/3) of the directors then still in office who either were directors
on the date hereof or whose appointment, election or nomination for election was
previously so approved or recommended; (iii) any merger, share exchange,
consolidation or other reorganization or business combination in which the
Company is not the surviving or continuing corporation or in which the Company's
stockholders do not control greater than fifty percent (50%) of the voting power
of the surviving or continuing corporation, or in which the Company's
stockholders become entitled to receive cash, securities of the Company other
than voting common stock, or securities of another issuer; or (iv) the
stockholders of the Company approve a plan of complete liquidation or
dissolution of the Company or there is consummated an agreement for the sale or
disposition by the Company of all or substantially all of the Company's assets,
other than a sale or disposition by the Company of all or substantially all of
the Company's assets to an entity, at least fifty percent (50%) of the combined
voting power of the voting securities of which are
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owned by stockholders of the Company in substantially the same proportions as
their ownership of the Company immediately prior to such sale.

                  (d) "Code" shall mean the Internal Revenue Code of 1986, as
amended from time to time. A reference to a particular section of the Code shall
include reference to any regulations issued under the section and to the
corresponding section of any subsequently enacted federal revenue law.

                  (e) "Committee" shall mean the Compensation Committee or any
other committee of members of the Board appointed by the Board to administer the
Plan and to perform the functions set forth herein.

                  (f) "Company" shall mean LendingTree, Inc., a corporation
organized under the laws of the State of Delaware, or any successor corporation.

                  (g) "Compensation" shall mean the fixed salary, wages,
commissions, overtime pay and bonuses paid by an Employer to an Employee as
reported by the Employer to the United States government for Federal income tax
purposes, including an Employee's portion of any compensation deferral
contributed on the Employee's behalf to a plan described in Section 401(k) of
the Code, any amount excludable pursuant to Section 125 of the Code and any
compensation deferral made under a non-qualified deferred compensation plan, but
excluding any foreign service allowance, severance pay, expense reimbursement or
any credit or benefit under any employee plan maintained by the Employer (other
than those described above).

                  (h) "Continuous Status as an Employee" shall mean the absence
of any interruption or termination of service as an Employee. Continuous Status
as an Employee shall not be considered interrupted in the case of a leave of
absence agreed to in writing by the Employee's Employer, if such leave is for a
continuous period of not more than ninety (90) days or, if longer, re-employment
upon the expiration of such leave is guaranteed by contract or statute.

                  (i) "Designated Subsidiary" shall mean (1) any wholly-owned
Subsidiary of the Company, or (2) any Subsidiary of the Company that the Board
designates from time to time in its sole discretion as eligible to participate
in the Plan, which may include any corporation that becomes a Subsidiary of the
Company after the adoption of the Plan.

                  (j) "Employee" shall mean any person, including an officer,
who as of an Offering Date has been regularly employed on a full-time basis by
the Company or a Designated Subsidiary of the Company for at least six (6)
months; provided, however, that any individual who is employed on a full-time
basis as of the first Offering Date under the Plan shall be entitled to
participate in the first Offering Period under the Plan.

                  (k) "Employer" shall mean, as to any particular Employee, the
corporation which employs such Employee, whether it is the Company or a
Designated Subsidiary of the Company.

                  (l) "Exchange Act" shall mean the Securities Exchange Act of
1934, as amended.

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                  (m) "Exercise Date" shall mean the last business day of each
Purchase Period, except as the Committee may otherwise provide.

                  (n) "Fair Market Value" per Share as of a particular date
shall mean (i) the closing sales price per Share on such date, as reported by
the Composite Transactions reporting system or if not so reported, as reported
by the New York Stock Exchange or (ii) in the event the Shares are not traded on
such date, the closing price per Share, as so reported in the immediately
preceding date on which trading occurred, or if not so reported, as reported by
any national securities exchange on which the Shares are listed.

                  (o) "Offering Date" shall mean the first Trading Day of each
Offering Period of the Plan. The Offering Date of an Offering Period is the
grant date for the options offered in such Offering Period.

                  (p) "Offering Period" shall mean a period as described in
Section 4 hereof.

                  (q) "Parent" shall mean any corporation (other than the
Company) in an unbroken chain of corporations ending with the Company if, at the
time of granting an option, each of the corporations other than the Company owns
shares possessing fifty percent (50%) or more of the total combined voting power
of all classes of shares in one of the other corporations in such chain.

                  (r) "Participant" shall mean an Employee who participates in
the Plan.

                  (s) "Person" shall have the meaning given in Section 3(a)(9)
of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof,
except that such term shall not include (i) the Company or any of its
subsidiaries, (ii) a trustee or other fiduciary holding securities under an
employee benefit plan of the Company or any of its affiliates, (iii) an
underwriter temporarily holding securities pursuant to an offering of such
securities, or (iv) a corporation owned, directly or indirectly, by the
stockholders of the Company in substantially the same proportions as their
ownership of stock of the Company.

                  (t) "Plan" shall mean the LendingTree, Inc. Employee Stock
Purchase Plan, as amended and restated, and as may be further amended from time
to time.

                  (u) "Plan Year" shall mean the calendar year, except that the
first Plan Year shall begin the date the Company's registration statement filed
in connection with the initial public offering is declared effective by the
Securities and Exchange Commission and shall end on the next December 31.

                  (v) "Purchase Period" shall mean each approximately six-month
period, within an Offering Period, commencing on the Trading Day next following
the last previous Exercise Date in such Offering Period and ending with the next
Exercise Date in such Offering Period, except that the first Purchase Period of
any Offering Period shall commence on the first Trading Day of such Offering
Period and end with the next Exercise Date.

                  (w) "Share" shall mean a share of the common stock, par value
$.01 per share, of the Company.

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                  (x) "Subsidiary" shall mean any corporation (other than the
Company) in an unbroken chain of corporations beginning with the Company if, at
the time of granting an option, each of the corporations other than the last
corporation in the unbroken chain owns shares possessing fifty percent (50%) or
more of the total combined voting power of all classes of shares in one of the
other corporations in such chain.

                  (y) "Trading Day" shall mean a day on which national stock
exchanges and the NASDAQ system are open for trading.

         3. Eligibility.

         (a) Subject to the requirements of subsection (b) hereof, any person
who is an Employee as of an Offering Date shall be eligible to participate in
the Plan and be granted an option for the Offering Period commencing on such
Offering Date.

         (b) Notwithstanding any provisions of the Plan to the contrary, no
Employee shall be granted an option under the Plan to the extent that:

                  (i) immediately after the grant, such Employee (or any other
         person whose stock would be attributed to such Employee pursuant to
         Section 424(d) of the Code) would own stock and/or hold outstanding
         options to purchase stock possessing five percent (5%) or more of the
         total combined voting power or value of all classes of stock of the
         Company or of any Subsidiary or Parent of the Company, or

                  (ii) such Employee's right to purchase stock under all
         employee stock purchase plans of the Company and any Subsidiary or
         Parent of the Company, including this Plan, accrues at a rate which
         exceeds twenty-five thousand dollars ($25,000) of the Fair Market Value
         of such stock for any calendar year in which such option would be
         outstanding at any time. For purposes of this limit, the Fair Market
         Value of the stock shall be determined at the Offering Date on which
         the option is granted.

Any amounts received from an Employee which cannot be used to purchase Shares
under this Plan as a result of these limitations will be returned as soon as
possible to the Employee without interest.

         4. Offering Periods. The Plan shall be implemented by a series of
consecutive, overlapping Offering Periods. The first such Offering Period shall
commence on the first Trading Day on or following July 1, 2000 and shall end on
the last Trading Day on or before December 31, 2001. Unless otherwise determined
by the Committee, each subsequent Offering Period shall have a duration of two
(2) years, commencing on the first Trading Day on or after January 1 and July 1
of each year. The Plan shall continue until terminated in accordance with
Section 19 hereof. Subject to Section 19 hereof, the Committee shall have the
power to change the duration and/or the frequency of Offering Periods and/or
Purchase Periods with respect to future offerings and shall use its best efforts
to notify Employees of any such change at least fifteen (15) days prior to the
scheduled beginning of the first Offering Period to be affected. In no event
shall any option granted hereunder be exercisable more than twenty-seven (27)
months from its date of grant.

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         To the extent permitted by any applicable laws, regulations, or stock
exchange rules, if the Fair Market Value of the Shares on any Exercise Date in
an Offering Period is lower than the Fair Market Value of the Shares on the
Offering Date of such Offering Period, then all Participants in such Offering
Period shall be automatically withdrawn from such Offering Period immediately
after the exercise of their option on such Exercise Date and automatically
re-enrolled in the immediately following Offering Period as of the first day
thereof.

         5. Participation; Grant of Option; Price.

                  (a) Each eligible Employee may elect to become a Participant
in the Plan with respect to an Offering Period, by filing a subscription
agreement with his or her Employer authorizing payroll deductions in accordance
with Section 6 hereof and filing it with the Company or the Employer in
accordance with the form's instructions at least ten (10) business days prior to
the applicable Offering Date, unless a later time for filing the subscription
agreement is set by the Committee for all Employees with respect to a given
offering. Such authorization will remain in effect for subsequent Offering
Periods, until modified or terminated by the Participant by giving written
notice to his or her Employer prior to the next occurring Exercise Date.
Additionally, a Participant may participate to a greater extent by authorizing
reinvestment of dividends on the Shares held in his or her account (by giving
written notice to the Company).

                  (b) On each Offering Date, the Company shall commence an
Offering Period by granting to a Participant an option to purchase on each
Exercise Date during the Offering Period a number of Shares determined by
dividing the amounts credited to the Participant's account (as described in
Sections 6 and 10) by the applicable option exercise price (as described in
Section 5(c)). However, in no event may a Participant be permitted to purchase
more than 25,000 Shares during each Purchase Period or more than 25,000 Shares
during any calendar year. Such limits shall be subject to adjustment pursuant to
Section 17. Options shall also be subject to the limitations set forth in
Sections 3(b)(ii) and 11(a). Each option shall be exercisable only on the
Exercise Date. The option shall expire on the last day of the Offering Period.

                  (c) The option price per Share during an offering shall be
eighty-five percent (85%) of the Fair Market Value of a Share on (i) the
Offering Date or (ii) the Exercise Date, whichever is lower

         6. Payroll Deductions.

                  (a) Subject to Section 5(a) hereof, a Participant may, in
accordance with rules and procedures adopted by the Committee, authorize a
payroll deduction of any whole percentage from one percent (1%) to twenty
percent (20%) of such Participant's Compensation each pay period (the
permissible range within such percentages to be determined by the Committee from
time to time). All payroll deductions made by a Participant shall be credited to
such Participant's account under the Plan. Participants may not make
contributions to their accounts other than through payroll deduction.(a)

                  (b) Notwithstanding the foregoing, to the extent necessary to
comply with Section 423(b)(8) of the Code and Section 3(b) hereof, a
Participant's payroll deductions may be

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decreased to zero percent (0%) at any time during a Purchase Period. Payroll
deductions shall recommence at the rate provided in such Participant's
subscription agreement at the beginning of the first Purchase Period which is
scheduled to end in the following calendar year, unless terminated by the
Participant as provided in Section 9 hereof.

                  (c) If a Participant withdraws from the Plan as provided in
Section 9, his or her payroll deductions will terminate for the Purchase Period
in which such withdrawal occurs. A Participant may increase or decrease the rate
of his or her payroll deductions not more than once during an Offering Period by
completing and filing with the Employer a new subscription agreement authorizing
a change in payroll deduction rate. The Committee may, in its discretion, limit
the number of rate changes by a Participant during an Offering Period. A change
in rate shall be effective as of the next payroll period following the date of
filing of the new subscription agreement.

         7. Exercise of Option.

                  (a) Unless a Participant withdraws from the Plan as provided
in Section 9 hereof, or unless the Committee otherwise provides, such
Participant's election to purchase Shares shall be exercised automatically on
the Exercise Date, and the maximum number of Shares (including any fractional
Share) subject to such option will be purchased for such Participant at the
applicable option price with (i) the accumulated payroll deductions and (ii)
cash dividends paid on Shares which have been credited to the Participant's
account under the Plan pursuant to Section 10 hereof.

                  (b) Any cash balance remaining in a Participant's account
after the termination of an Offering Period will be carried forward to purchase
Shares during the next Offering Period if the Participant has elected to
continue to participate in the Plan. If the Participant has not elected to
continue to participate in the Plan, the Participant will receive a cash payment
equal to the cash balance of his or her account.

                  (c) The Shares purchased upon exercise of an option hereunder
shall be credited to the Participant's account under the Plan as of the Exercise
Date and shall be deemed to be transferred to the Participant on such date
(except that no Shares purchased during the first Offering Period hereunder
shall be credited to the Participant's account until payment of the aggregate
option price has been completed within the Offering Period). Except as otherwise
provided herein, the Participant shall have all rights of a shareholder with
respect to such Shares upon their being credited to the Participant's account.

         8. Delivery of Shares.

                  (a) As promptly as practicable after receipt by the Company of
a written request for withdrawal of Shares from any Participant, the Company
shall arrange the delivery to such Participant of a share certificate
representing the Shares in the Participant's account which the Participant
requests to withdraw (any fractional Share being paid in cash). Subject to
Section 8(b) hereof, withdrawals may be made no more frequently than once each
Offering Period. Shares received upon share dividends or share splits shall be
treated as having been purchased on the Exercise Date of the Shares to which
they relate.

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                  (b) Notwithstanding anything in Section 8(a) hereof to the
contrary, Shares may be withdrawn by a Participant more than once during an
Offering Period under the following circumstances: (i) within sixty (60) days
following a Change in Control of the Company or (ii) upon the approval of the
Committee, in its sole discretion.

         9. Withdrawal; Termination of Employment.

                  (a) A Participant may withdraw at any time all, but not less
than all, cash amounts in his or her account under the Plan that have not been
used to purchase Shares (including, without limitation, the payroll deductions
and cash dividends credited to such Participant's account) by giving written
notice to the Company prior to the next occurring Exercise Date. All such
payroll deductions and cash dividends credited to such Participant's account
shall be paid to such Participant promptly after receipt of such Participant's
notice of withdrawal and such Participant's option for the Offering Period in
which the withdrawal occurs shall be automatically terminated. No further
payroll deductions for the purchase of Shares will be made for such Participant
during such Offering Period, and any additional cash dividends during the
Offering Period shall be distributed to the Participant.

                  (b) Upon termination of a Participant's Continuous Status as
an Employee during the Offering Period for any reason, including voluntary
termination, retirement or death, the payroll deductions and cash dividends
credited to such Participant's account that have not been used to purchase
Shares (and, as to the first Offering Period, any such amounts credited to the
account for partial payment for Shares as to which payment has not been
completed) shall be returned (and any future cash dividends shall be
distributed) to such Participant or, in the case of such Participant's death, to
the person or persons entitled thereto under Section 13 hereof, and such
Participant's option will be automatically terminated.

                  (c) A Participant's withdrawal from an offering will not have
any effect upon such Participant's eligibility to participate in a succeeding
Offering Period or in any similar plan which may hereafter be adopted by the
Company.

         10. Dividends and Interest.

                  (a) Cash dividends paid on Shares held in a Participant's
account shall be credited to such Participant's account and used in addition to
payroll deductions to purchase Shares on the Exercise Date. Dividends paid in
Shares or share splits of the Shares shall be credited to the accounts of
Participants. Dividends paid in property other than cash or Shares shall be
distributed to Participants as soon as practicable.

                  (b) No interest shall accrue on or be payable with respect to
the payroll deductions or cash dividends credited to a Participant's account
under the Plan.

         11. Shares.

                  (a) Subject to adjustment as provided in Section 17 hereof,
the maximum number of Shares which shall be reserved for sale under the Plan
shall be 444,500 Shares, plus an annual increase to be added on the first day of
the Company's fiscal year beginning in 2001 equal to the lesser of (i) 400,000
Shares or (ii) a lesser amount determined by the Committee.

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Such Shares shall be either authorized and unissued Shares or Shares which have
been reacquired by the Company. If the total number of Shares which would
otherwise be subject to options granted pursuant to Section 5(b) hereof on an
Offering Date exceeds the number of Shares then available under the Plan (after
deduction of all Shares for which options have been exercised or are then
outstanding), the Committee shall make a pro rata allocation of the Shares
remaining available for option grant in as uniform a manner as shall be
practicable and as it shall determine to be equitable. In such event, the
Committee shall give written notice to each Participant of such reduction of the
number of option Shares affected thereby and shall similarly reduce the rate of
payroll deductions, if necessary.

                  (b) Shares to be delivered to a Participant under the Plan
will be registered in the name of the Participant or, at the election of the
Participant, in the name of the Participant and another person as joint tenants
with rights of survivorship.

         12. Administration. The Plan shall be administered by the Committee,
and the Committee may select administrator(s) to whom its duties and
responsibilities hereunder may be delegated. The Committee shall have full power
and authority, subject to the provisions of the Plan, to promulgate such rules
and regulations as it deems necessary for the proper administration of the Plan,
to interpret the provisions and supervise the administration of the Plan, and to
take all action in connection therewith or in relation thereto as it deems
necessary or advisable. Any decision reduced to writing and signed by a majority
of the members of the Committee shall be fully effective as if it had been made
at a meeting duly held. Except as otherwise provided by the Committee, each
Employer shall be charged with all expenses incurred in the administration of
the Plan with respect to such Employer's Employees. No member of the 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 Committee shall
be fully indemnified by the Company with respect to any such action,
determination or interpretation. All decisions, determinations and
interpretations of the Committee shall be final and binding on all persons,
including the Company, the Participant (or any person claiming any rights under
the Plan from or through any Participant) and any shareholder.

         13. Designation of Beneficiary.

                  (a) A Participant may file with the Company, on forms supplied
by the Company, a written designation of a beneficiary who is to receive any
Shares and cash remaining in such Participant's account under the Plan in the
event of the Participant's death.

                  (b) Such designation of a beneficiary may be changed by the
Participant at any time by written notice to the Company, on forms supplied by
the Company. In the event of the death of a Participant and in the absence of a
beneficiary who has been validly designated under the Plan and who is living at
the time of such Participant's death, the Company shall deliver such Shares
and/or cash to the executor or administrator of the estate of the Participant
or, if no such executor or administrator has been appointed (to the knowledge of
the Company), the Company, in its discretion, may deliver such Shares and/or
cash to the spouse or to any one or more dependents or relatives of the
Participant in accordance with the applicable laws of descent and distribution,
or if no spouse, dependent or relative is known to the Company, then to such
other person as the Company may designate.

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<PAGE>   9

         14. Transferability. Neither payroll deductions, dividends or dividend
reinvestments credited to a Participant's account nor any rights with regard to
the exercise of an option or to receive Shares under the Plan may be assigned,
transferred, pledged or otherwise disposed of in any way by the Participant
(other than by will, the laws of descent and distribution or as provided in
Section 13 hereof). Any such attempt at assignment, transfer, pledge or other
disposition shall be without effect, except that the Company may treat such act
as an election to withdraw funds in accordance with Section 9 hereof.

         15. Use of Funds. All payroll deductions, dividends or dividend
reinvestments received or held by the Company under the Plan may be used by the
Company for any corporate purpose, and the Company shall not be obligated to
segregate such funds.

         16. Reports. Individual accounts will be maintained for each
Participant in the Plan. Statements of account will be given to Participants as
soon as practicable following each Offering Period, which statements will set
forth the amounts of payroll deductions, dividends and dividend reinvestments,
the per Share purchase price, the number of Shares purchased, the aggregate
Shares in the Participant's account and the remaining cash balance, if any.

         17. Effect of Certain Changes. In the event of a Change in
Capitalization or the distribution of an extraordinary dividend, the Committee
shall conclusively determine the appropriate equitable adjustments, if any, to
be made under the Plan, including without limitation adjustments to the number
of Shares which have been authorized for issuance under the Plan but have not
yet been placed under option, as well as the price per Share covered by each
option under the Plan which has not yet been exercised. In the event of a Change
in Control of the Company, the Offering Period shall terminate unless otherwise
provided by the Committee.

         18. Term of Plan. Subject to the Board's right to discontinue the Plan
pursuant to Section 19 hereof, the Plan (and its last Offering Period) shall
terminate on the tenth anniversary of the commencement of the first Offering
Period. Upon any discontinuance of the Plan, unless the Committee shall
determine otherwise, any assets remaining in the Participants' accounts under
the Plan shall be delivered to the respective Participant (or the Participant's
legal representative) as soon as practicable.

         19. Amendment to and Discontinuance of Plan. The Board may at any time
amend, suspend or discontinue the Plan. Except as provided in Section 17 hereof,
no such suspension or discontinuance may adversely affect options previously
granted and no amendment may make any change in any option theretofore granted
which adversely affects the rights of any Participant which accrued prior to the
date of effectiveness of such amendment without the consent of such Participant.
No amendment shall be effective unless it receives the requisite approval of the
shareholders of the Company if such shareholder approval of such amendment is
required to comply with Rule 16b-3 under the Exchange Act or Section 423 of the
Code or to comply with any other applicable law, regulation or stock exchange
rule.

         20. Notices. All notices or other communications by a Participant to
the Company under or in connection with the Plan shall be deemed to have been
duly given when received in the form specified by the Company at the location,
or by the person, designated by the Company for the receipt thereof.

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         21. Regulations and Other Approvals; Governing Law.

                  (a) This Plan and the rights of all persons claiming hereunder
shall be construed and determined in accordance with the laws of the State of
Delaware without giving effect to the choice of law principles of any
jurisdiction, except to the extent that such law is preempted by federal law.

                  (b) The obligation of the Company to sell or deliver Shares
with respect to options granted under the Plan shall be subject to all
applicable laws, rules and regulations, including all applicable federal and
state securities laws, and the obtaining of all such approvals by governmental
agencies as may be deemed necessary or appropriate by the Committee.

                  (c) To the extent applicable hereto, the Plan is intended to
comply with Rule 16b-3 under the Exchange Act, and the Committee shall interpret
and administer the provisions of the Plan in a manner consistent therewith. Any
provisions inconsistent with Rule 16b-3 shall be inoperative and shall not
affect the validity of the Plan.

         22. Withholding of Taxes. If the Participant makes a disposition,
within the meaning of Section 424(c) of the Code and regulations promulgated
thereunder, of any Share or Shares issued to such Participant pursuant to such
Participant's exercise of an option, and such disposition occurs within the
two-year period commencing on the day after the Offering Date or within the
one-year period commencing on the day after the Exercise Date, such Participant
shall, within ten (10) days of such disposition, notify the Company thereof and
thereafter immediately deliver to the Company any amount of Federal, state or
local income taxes and other amounts which the Company informs the Participant
the Company is required to withhold.

         23. Effective Date. The Plan shall be effective as of the date of the
completion of the initial public offering of the Shares, subject to the approval
of the Plan by the shareholders of the Company within twelve (12) months before
or after the date the Plan is adopted.

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