THERMO ELECTRON CORP
<DOCUMENT>
<TYPE>EX-10.11
<SEQUENCE>5
<FILENAME>tmok02ex10-11.txt
<TEXT>
                                                                   Exhibit 10.11

                           THERMO ELECTRON CORPORATION

                      2000 EMPLOYEES EQUITY INCENTIVE PLAN

                  As adopted and in effect as of June 27, 2000


1.   Purpose

     The purpose of this 2000 Employees Equity Incentive Plan (the "Plan") is to
secure for Thermo Electron  Corporation (the "Company") and its Stockholders the
benefits  arising from capital stock  ownership by employees of, and consultants
to, the Company and its  subsidiaries  or other persons who are expected to make
significant  contributions  to the future  growth and success of the Company and
its subsidiaries. The Plan is intended to accomplish these goals by enabling the
Company to offer such persons equity-based interests, equity-based incentives or
performance-based  stock incentives in the Company,  or any combination  thereof
("Awards").

2.   Administration

     The Plan will be administered by the Board of Directors of the Company (the
"Board").  The Board shall have full power to interpret and administer the Plan,
to prescribe,  amend and rescind rules and regulations  relating to the Plan and
Awards,  and full authority to select the persons to whom Awards will be granted
("Participants"),  determine  the type and  amount of Awards  to be  granted  to
Participants  (including  any  combination  of Awards),  determine the terms and
conditions of Awards  granted  under the Plan  (including  terms and  conditions
relating to events of merger, consolidation, dissolution and liquidation, change
of control, vesting, forfeiture,  restrictions,  dividends and interest, if any,
on deferred  amounts),  waive compliance by a participant with any obligation to
be  performed  by him or her under an Award,  waive any term or  condition of an
Award,  cancel  an  existing  Award in whole or in part  with the  consent  of a
Participant,  grant replacement  Awards,  accelerate the vesting or lapse of any
restrictions  of any Award and adopt the form of instruments  evidencing  Awards
under the Plan and change such forms from time to time.  Any  interpretation  by
the Board of the terms and  provisions of the Plan or any Award  thereunder  and
the administration  thereof,  and all action taken by the Board, shall be final,
binding and  conclusive on all parties and any person  claiming under or through
any party. No Director shall be liable for any action or  determination  made in
good faith. The Board may, to the full extent permitted by law,  delegate any or
all of its  responsibilities  under the Plan to a  committee  (the  "Committee")
appointed by the Board and consisting of two or more members of the Board,  each
of whom shall be deemed a  "disinterested  person"  within  the  meaning of Rule
16b-3  (or any  successor  rule) of the  Securities  Exchange  Act of 1934  (the
"Exchange Act").

3.   Effective Date

     The Plan shall be effective  as of the date first  approved by the Board of
Directors.  Grants of Awards under the Plan made prior to such approval shall be
effective  when made  (unless  otherwise  specified  by the Board at the time of
grant).

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4.   Shares Subject to the Plan

     Subject to  adjustment  as provided in Section  10.6,  the total  number of
shares of Common Stock  reserved and available for  distribution  under the Plan
shall be 960,000  shares.  Such shares shall consist  solely of treasury  shares
held by the Corporation.

     If  any  Award  of  shares  of  Common  Stock  requiring  exercise  by  the
Participant for delivery of such shares terminates without having been exercised
in full, is forfeited or is otherwise terminated without a payment being made to
the  Participant  in the form of Common Stock,  or if any shares of Common Stock
subject to restrictions  are repurchased by the Company pursuant to the terms of
any Award or are  otherwise  reacquired  by the  Company to satisfy  obligations
arising by virtue of any Award,  such shares shall be available for distribution
in connection with future Awards under the Plan.

5.   Eligibility

     Employees  of, and  consultants  to, the Company and its  subsidiaries,  or
other persons who are expected to make  significant  contributions to the future
growth and  success of the  Company  and its  subsidiaries  shall be eligible to
receive Awards under the Plan.  Directors and executive  officers of the Company
shall not be eligible to receive Awards under the Plan,  unless such Award shall
be exempt from shareholder  approval at the time of such Award under Rule 312.03
of the New York Stock  Exchange,  as the same may be amended  from time to time.
The Board,  or other  appropriate  committee  or person to the extent  permitted
pursuant to the last  sentence of Section 2, shall from time to time select from
among such eligible persons those who will receive Awards under the Plan.

6.   Types of Awards

     The  Board  may offer  Awards  under  the Plan in any form of  equity-based
interest,  equity-based incentive or performance-based stock incentive in Common
Stock of the Company or any combination  thereof. The type, terms and conditions
and  restrictions  of an Award shall be determined by the Board at the time such
Award is made to a Participant.

     An Award  shall be made at the time  specified  by the  Board  and shall be
subject to such  conditions or  restrictions  as may be imposed by the Board and
shall  conform to the  general  rules  applicable  under the Plan as well as any
special  rules then  applicable  under  federal tax laws or  regulations  or the
federal securities laws relating to the type of Award granted.

     Without  limiting the  foregoing,  Awards may take the following  forms and
shall be subject to the following rules and conditions:

     6.1 Options

     An option is an Award  that  entitles  the  holder on  exercise  thereof to
purchase Common Stock at a specified  exercise price.  Options granted under the


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Plan shall be options that are not intended to meet the  requirements of Section
422 of the Internal Revenue Code of 1986, as amended (the "Code")  applicable to
incentive stock options ("non-statutory options").

     6.1.1 Option Price.  The price at which Common Stock may be purchased  upon
exercise of an option shall be determined by the Board,  provided  however,  the
exercise  price shall not be less than 85% of the fair market value per share of
Common Stock as of the date of grant.  The Board shall not have the authority to
reprice outstanding stock options held by Participants who are then directors or
executive officers of the Company,  except to the extent permitted under Section
10.6 of the  Plan  in  connection  with  adjustments  in the  event  of  certain
transactions.

     6.1.2 Option Grants. The granting of an option shall take place at the time
specified by the Board.  Options shall be evidenced by option  agreements.  Such
agreements  shall conform to the  requirements of the Plan, and may contain such
other   provisions   (including  but  not  limited  to  vesting  and  forfeiture
provisions,  acceleration, change of control, protection in the event of merger,
consolidations,   dissolutions  and   liquidations)  as  the  Board  shall  deem
advisable.  Option  agreements  shall  expressly  state that the option grant is
intended to qualify as a non-statutory option.

     6.1.3  Option  Period.  An option will become  exercisable  at such time or
times  (which may be  immediately  or in such  installments  as the Board  shall
determine)  and on such terms and  conditions  as the Board shall  specify.  The
option agreements shall specify the terms and conditions applicable in the event
of an option holder's termination of employment during the option's term.

     Any exercise of an option must be in writing,  signed by the proper  person
and  delivered  or  mailed to the  Company,  accompanied  by (1) any  additional
documents  required  by the Board and (2)  payment  in full in  accordance  with
Section 6.1.4 for the number of shares for which the option is exercised.

     6.1.4 Payment of Exercise  Price.  Stock purchased on exercise of an option
shall  be  paid  for as  follows:  (1) in  cash  or by  check  (subject  to such
guidelines as the Company may establish for this  purpose),  bank draft or money
order  payable  to the  order  of the  Company  or  (2) if so  permitted  by the
instrument  evidencing the option (or in the case of a non-statutory  option, by
the Board at or after grant of the  option),  (i) through the delivery of shares
of Common Stock that have been  outstanding  for at least six months (unless the
Board  expressly  approves a shorter  period) and that have a fair market  value
(determined in accordance with procedures  prescribed by the Board) equal to the
exercise  price,  (ii) by delivery of a promissory  note of the option holder to
the  Company,  payable on such  terms as are  specified  by the Board,  (iii) by
delivery of an unconditional and irrevocable  undertaking by a broker to deliver
promptly to the Company  sufficient  funds to pay the exercise price, or (iv) by
any combination of the permissible forms of payment.

     6.1.5  Buyout  Provision.  The Board may at any time offer to buy out for a
payment in cash, shares of Common Stock,  deferred stock or restricted stock, an
option previously granted, based on such terms and conditions as the Board shall


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establish  and  communicate  to the option holder at the time that such offer is
made.

     6.2 Restricted and Unrestricted Stock

     An Award of  restricted  stock  entitles the  recipient  thereof to acquire
shares  of  Common  Stock  upon  payment  of  the  purchase   price  subject  to
restrictions specified in the instrument evidencing the Award.

     6.2.1  Restricted  Stock  Awards.  Awards  of  restricted  stock  shall  be
evidenced by restricted stock  agreements.  Such agreements shall conform to the
requirements  of the Plan,  and may  contain  such other  provisions  (including
restriction  and  forfeiture  provisions,  change of control,  protection in the
event of mergers,  consolidations,  dissolutions and  liquidations) as the Board
shall deem advisable.

     6.2.2 Restrictions.  Until the restrictions specified in a restricted stock
agreement shall lapse, restricted stock may not be sold, assigned,  transferred,
pledged or otherwise  encumbered  or disposed  of, and upon  certain  conditions
specified in the restricted stock  agreement,  must be resold to the Company for
the price, if any, specified in such agreement.  The restrictions shall lapse at
such time or times, and on such conditions,  as the Board may specify. The Board
may at any time accelerate the time at which the restrictions on all or any part
of the shares shall lapse.

     6.2.3  Rights  as a  Stockholder.  A  Participant  who  acquires  shares of
restricted  stock will have all of the rights of a  Stockholder  with respect to
such shares  including  the right to receive  dividends and to vote such shares.
Unless  the  Board  otherwise  determines,  certificates  evidencing  shares  of
restricted  stock will remain in the possession of the Company until such shares
are free of all restrictions under the Plan.

     6.2.4  Purchase  Price.  The purchase  price of shares of restricted  stock
shall be determined by the Board, in its sole discretion.

     6.2.5 Other Awards  Settled With  Restricted  Stock.  The Board may provide
that  any or all  the  Common  Stock  delivered  pursuant  to an  Award  will be
restricted stock.

     6.2.6  Unrestricted  Stock. The Board may, in its sole discretion,  sell to
any Participant shares of Common Stock free of restrictions under the Plan for a
price  determined by the Board, but which may not be less than the par value per
share of the Common Stock.

     6.3 Deferred Stock

     6.3.1  Deferred  Stock Award. A deferred stock Award entitles the recipient
to receive  shares of deferred  stock,  which is Common Stock to be delivered in
the future.  Delivery of the Common Stock will take place at such time or times,
and on such  conditions,  as the  Board may  specify.  The Board may at any time
accelerate  the time at which  delivery  of all or any part of the Common  Stock
will take place.


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     6.3.2 Other Awards Settled with Deferred Stock.  The Board may, at the time
any Award  described in this  Section 6 is granted,  provide  that,  at the time
Common Stock would otherwise be delivered pursuant to the Award, the Participant
will instead  receive an instrument  evidencing the right to future  delivery of
deferred stock.

     6.4 Performance Awards

     6.4.1  Performance  Awards.  A performance  Award entitles the recipient to
receive,  without payment,  an amount,  in cash or Common Stock or a combination
thereof (such form to be determined by the Board),  following the  attainment of
performance  goals.  Performance  goals may be related to personal  performance,
corporate  performance,  departmental  performance  or  any  other  category  of
performance  deemed by the Board to be  important to the success of the Company.
The Board will  determine the  performance  goals,  the period or periods during
which  performance  is to  be  measured  and  all  other  terms  and  conditions
applicable to the Award.

     6.4.2 Other Awards Subject to Performance Conditions. The Board may, at the
time any Award described in this Section 6 is granted,  impose the condition (in
addition to any  conditions  specified  or  authorized  in this Section 6 of the
Plan) that performance  goals be met prior to the  Participant's  realization of
any payment or benefit under the Award.

7.   Purchase Price and Payment

     Except as  otherwise  provided in the Plan,  the  purchase  price of Common
Stock to be acquired  pursuant to an Award shall be the price  determined by the
Board,  provided  that  such  price  shall not be less than the par value of the
Common Stock.  Except as otherwise provided in the Plan, the Board may determine
the  method of  payment  of the  exercise  price or  purchase  price of an Award
granted under the Plan and the form of payment. The Board may determine that all
or any part of the purchase  price of Common Stock pursuant to an Award has been
satisfied by past services  rendered by the Participant.  The Board may agree at
any  time,  upon  request  of the  Participant,  to defer  the date on which any
payment under an Award will be made.

8.   Loans and Supplemental Grants

     The Company may make a loan to a Participant,  either on or after the grant
to the Participant of any Award, in connection with the purchase of Common Stock
under the Award or with the payment of any obligation  incurred or recognized as
a result of the Award.  The Board will have full authority to decide whether the
loan is to be  secured or  unsecured  or with or without  recourse  against  the
borrower,  the terms on which the loan is to be repaid  and the  conditions,  if
any, under which it may be forgiven.

     In connection with any Award,  the Board may at the time such Award is made
or at a later date,  provide for and make a cash payment to the  participant not
to exceed  an amount  equal to (a) the  amount of any  federal,  state and local
income tax or  ordinary  income for which the  Participant  will be liable  with
respect  to the  Award,  plus (b) an  additional  amount on a  grossed-up  basis
necessary to make him or her whole after tax,  discharging all the participant's
income tax liabilities arising from all payments under the Plan.

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<PAGE>

9.   Change in Control

     9.1 Impact of Event

     In the event of a "Change  in  Control"  as defined  in  Section  9.2,  the
following  provisions  shall apply,  unless the agreement  evidencing  the Award
otherwise  provides (by specific explicit  reference to Section 9.2 below). If a
Change in Control occurs while any Awards are outstanding,  then, effective upon
the Change in Control,  (i) each outstanding  stock option or other  stock-based
Award  awarded  under the Plan that was not  previously  exercisable  and vested
shall become immediately  exercisable in full and will no longer be subject to a
right of repurchase by the Company, (ii) each outstanding restricted stock award
or other  stock-based  Award subject to restrictions and to the extent not fully
vested,  shall be deemed to be fully vested,  free of restrictions and no longer
subject to a right of repurchase by the Company,  and (iii) deferral limitations
and conditions that relate solely to the passage of time,  continued  employment
or  affiliation  will be waived and  removed  as to  deferred  stock  Awards and
performance  Awards;  performance  of other  conditions  (other than  conditions
relating  solely to the passage of time,  continued  employment or  affiliation)
will continue to apply unless otherwise provided in the agreement evidencing the
Award or in any other  agreement  between  the  Participant  and the  Company or
unless otherwise agreed by the Board.

         9.2      Definition of "Change in Control"

         "Change in Control" means an event or occurrence set forth in any one
or more of subsections (a) through (d) below (including an event or occurrence
that constitutes a Change in Control under one of such subsections but is
specifically exempted from another such subsection):

         (a) the acquisition by an individual, entity or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a "Person") of
beneficial ownership of any capital stock of Thermo Electron Corporation
("Thermo Electron") if, after such acquisition, such Person beneficially owns
(within the meaning of Rule 13d-3 promulgated under the Exchange Act) 40% or
more of either (i) the then-outstanding shares of common stock of Thermo
Electron (the "Outstanding TMO Common Stock") or (ii) the combined voting power
of the then-outstanding securities of Thermo Electron entitled to vote generally
in the election of directors (the "Outstanding TMO Voting Securities");
provided, however, that for purposes of this subsection (a), the following
acquisitions shall not constitute a Change in Control: (i) any acquisition by
Thermo Electron, (ii) any acquisition by any employee benefit plan (or related
trust) sponsored or maintained by Thermo Electron or any corporation controlled
by Thermo Electron, or (iii) any acquisition by any corporation pursuant to a
transaction which complies with clauses (i) and (ii) of subsection (c) of this
definition; or

     (b)  such  time as the  Continuing  Directors  (as  defined  below)  do not
constitute a majority of the Board of Directors of Thermo  Electron (the "Thermo
Board") (or, if applicable, the Board of Directors of a successor corporation to
Thermo  Electron),  where  the term  "Continuing  Director"  means at any date a
member of the Thermo  Board (i) who was a member of the Thermo  Board as of July


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1, 1999 or (ii) who was nominated or elected subsequent to such date by at least
a majority of the  directors who were  Continuing  Directors at the time of such
nomination or election or whose election to the Thermo Board was  recommended or
endorsed by at least a majority of the directors who were  Continuing  Directors
at the time of such nomination or election;  provided, however, that there shall
be excluded from this clause (ii) any  individual  whose  initial  assumption of
office  occurred as a result of an actual or  threatened  election  contest with
respect to the election or removal of  directors  or other actual or  threatened
solicitation of proxies or consents,  by or on behalf of a person other than the
Thermo Board; or

     (c)  the   consummation   of  a  merger,   consolidation,   reorganization,
recapitalization or statutory share exchange involving Thermo Electron or a sale
or  other  disposition  of all or  substantially  all of the  assets  of  Thermo
Electron in one or a series of transactions (a "Business Combination"),  unless,
immediately  following  such  Business  Combination,  each of the  following two
conditions is satisfied:  (i) all or  substantially  all of the  individuals and
entities who were the beneficial  owners of the Outstanding TMO Common Stock and
Outstanding TMO Voting Securities immediately prior to such Business Combination
beneficially own, directly or indirectly,  more than 60% of the then-outstanding
shares of common  stock and the combined  voting  power of the  then-outstanding
securities   entitled  to  vote   generally  in  the   election  of   directors,
respectively,  of the  resulting  or  acquiring  corporation  in  such  Business
Combination (which shall include,  without limitation,  a corporation which as a
result of such transaction  owns Thermo Electron or substantially  all of Thermo
Electron's  assets either  directly or through one or more  subsidiaries)  (such
resulting  or  acquiring  corporation  is referred  to herein as the  "Acquiring
Corporation")  in  substantially   the  same  proportions  as  their  ownership,
immediately  prior to such Business  Combination,  of the Outstanding TMO Common
Stock and Outstanding TMO Voting  Securities,  respectively;  and (ii) no Person
(excluding the Acquiring  Corporation  or any employee  benefit plan (or related
trust)   maintained  or  sponsored  by  Thermo  Electron  or  by  the  Acquiring
Corporation) beneficially owns, directly or indirectly,  40% or more of the then
outstanding  shares  of common  stock of the  Acquiring  Corporation,  or of the
combined  voting power of the  then-outstanding  securities of such  corporation
entitled to vote generally in the election of directors; or

     (d)  approval  by  the  stockholders  of  Thermo  Electron  of  a  complete
liquidation or dissolution of Thermo Electron.

10.  General Provisions

     10.1 Documentation of Awards

     Awards will be  evidenced  by written  instruments,  which may differ among
Participants, prescribed by the Board from time to time. Such instruments may be
in the form of agreements to be executed by both the Participant and the Company
or certificates,  letters or similar  instruments  which need not be executed by
the  participant  but  acceptance of which will evidence  agreement to the terms
thereof.  Such instruments shall conform to the requirements of the Plan and may
contain  such  other  provisions  (including  provisions  relating  to events of
merger,  consolidation,  dissolution  and  liquidations,  change of control  and
restrictions   affecting  either  the  agreement  or  the  Common  Stock  issued
thereunder), as the Board deems advisable.

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<PAGE>

     10.2 Rights as a Stockholder

     Except as  specifically  provided by the Plan or the instrument  evidencing
the  Award,  the  receipt of an Award  will not give a  Participant  rights as a
Stockholder  with  respect to any shares  covered by an Award  until the date of
issue of a stock certificate to the participant for such shares.

     10.3 Conditions on Delivery of Stock

     The Company  will not be  obligated  to deliver any shares of Common  Stock
pursuant  to the  Plan or to  remove  any  restriction  from  shares  previously
delivered  under  the Plan (a)  until  all  conditions  of the  Award  have been
satisfied or removed,  (b) until, in the opinion of the Company's  counsel,  all
applicable  federal and state laws and regulations  have been complied with, (c)
if the  outstanding  Common  Stock is at the time listed on any stock  exchange,
until the shares have been listed or  authorized  to be listed on such  exchange
upon  official  notice of  issuance,  and (d) until all other  legal  matters in
connection  with the issuance and delivery of such shares have been  approved by
the Company's counsel. If the sale of Common Stock has not been registered under
the Securities Act of 1933, as amended,  the Company may require, as a condition
to exercise of the Award, such  representations or agreements as counsel for the
Company may consider  appropriate to avoid violation of such act and may require
that the  certificates  evidencing such Common Stock bear an appropriate  legend
restricting transfer.

     If an Award is exercised by the  participant's  legal  representative,  the
Company will be under no  obligation  to deliver  Common Stock  pursuant to such
exercise   until  the  Company  is  satisfied  as  to  the   authority  of  such
representative.

     10.4 Tax Withholding

     The Company will  withhold  from any cash payment made pursuant to an Award
an amount  sufficient to satisfy all federal,  state and local  withholding  tax
requirements (the "withholding requirements").

     In the case of an Award  pursuant to which Common  Stock may be  delivered,
the  Board  will  have  the  right to  require  that  the  participant  or other
appropriate  person  remit to the  Company an amount  sufficient  to satisfy the
withholding  requirements,  or make other arrangements satisfactory to the Board
with regard to such requirements,  prior to the delivery of any Common Stock. If
and to the extent that such  withholding  is required,  the Board may permit the
participant or such other person to elect at such time and in such manner as the
Board provides to have the Company hold back from the shares to be delivered, or
to deliver to the Company, Common Stock having a value calculated to satisfy the
withholding requirement.

     10.5 Transferability of Awards

     Except as may be authorized by the Board, in its sole discretion,  no Award
(other than an Award in the form of an outright transfer of cash or Common Stock


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not subject to any  restrictions)  may be transferred  other than by will or the
laws of descent and distribution,  and during a Participant's  lifetime an Award
requiring  exercise  may be  exercised  only by him or her (or in the  event  of
incapacity,  the  person  or  persons  properly  appointed  to act on his or her
behalf). The Board may, in its discretion,  determine the extent to which Awards
granted to a Participant shall be transferable,  and such provisions  permitting
or acknowledging transfer shall be set forth in the written agreement evidencing
the  Award  executed  and  delivered  by or on  behalf  of the  Company  and the
Participant.

     10.6 Adjustments in the Event of Certain Transactions

     (a) In the event of a stock dividend, stock split or combination of shares,
or other  distribution with respect to holders of Common Stock other than normal
cash dividends,  the Board will make (i) appropriate  adjustments to the maximum
number of shares that may be delivered under the Plan under Section 4 above, and
(ii)  appropriate  adjustments  to the  number  and kind of  shares  of stock or
securities  subject to Awards then  outstanding  or  subsequently  granted,  any
exercise prices  relating to Awards and any other  provisions of Awards affected
by such change.

     (b) In the event of any recapitalization, merger or consolidation involving
the  Company,  any  transaction  in which the Company  becomes a  subsidiary  of
another entity, any sale or other disposition of all or a substantial portion of
the assets of the  Company or any  similar  transaction,  as  determined  by the
Board,  the  Board  in  its  discretion  may  make  appropriate  adjustments  to
outstanding Awards to avoid distortion in the operation of the Plan.

         10.7     Employment Rights

         Neither the adoption of the Plan nor the grant of Awards will confer
upon any person any right to continued employment with the Company or any
subsidiary or interfere in any way with the right of the Company or subsidiary
to terminate any employment relationship at any time or to increase or decrease
the compensation of such person. Except as specifically provided by the Board in
any particular case, the loss of existing or potential profit in Awards granted
under the Plan will not constitute an element of damages in the event of
termination of an employment relationship even if the termination is in
violation of an obligation of the Company to the employee.

         Whether an authorized leave of absence, or absence in military or
government service, shall constitute termination of employment shall be
determined by the Board at the time. For purposes of this Plan, transfer of
employment between the Company and its subsidiaries shall not be deemed
termination of employment.

         10.8     Other Employee Benefits

     The value of an Award granted to a Participant who is an employee,  and the
amount of any  compensation  deemed to be received by an employee as a result of
any exercise or purchase of Common Stock  pursuant to an Award or sale of shares
received under the Plan, will not constitute  "earnings" or "compensation"  with


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respect to which any other  employee  benefits of such employee are  determined,
including without limitation benefits under any pension, stock ownership,  stock
purchase,  life insurance,  medical,  health,  disability or salary continuation
plan.

     10.9 Legal Holidays

     If any day on or before  which action under the Plan must be taken falls on
a  Saturday,  Sunday  or legal  holiday,  such  action  may be taken on the next
succeeding day not a Saturday, Sunday or legal holiday.

     10.10 Foreign Nationals

     Without amending the Plan, Awards may be granted to persons who are foreign
nationals  or  employed  outside  the United  States or both,  on such terms and
conditions  different from those  specified in the Plan, as may, in the judgment
of the Board, be necessary or desirable to further the purpose of the Plan.

11.  Termination and Amendment

     The Plan  shall  remain in full force and effect  until  terminated  by the
Board.  Subject to the last  sentence  of this  Section 11, the Board may at any
time or times amend the Plan or any  outstanding  Award for any purpose that may
at the time be permitted by law, or may at any time terminate the Plan as to any
further grants of Awards.  No amendment of the Plan or any agreement  evidencing
Awards under the Plan may adversely  affect the rights of any participant  under
any Award previously granted without such participant's consent.



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