LIFECELL CORPORATION
YEAR 2000 STOCK OPTION PLAN
1. Purpose. This Year 2000 Stock Option Plan (this "Plan") of
-------
LifeCell Corporation, a Delaware corporation (the "Company") is adopted for the
benefit of certain individuals who have substantial responsibility for the
Company's management and growth, and is intended to advance the interests of the
Company by providing these individuals with additional incentive by increasing
their proprietary interest in the success of the Company and thereby encouraging
them to remain in its employ or affiliation.
2. Administration. This Plan shall be administered by a committee
--------------
to be appointed by the Board of Directors of the Company (the "Committee"),
which Committee shall consist of not less than two members of the Board of
Directors and shall be comprised solely of members of the Board of Directors who
qualify as both non-employee directors as defined in Rule 16b-3(b)(3) of the
Securities Exchange Act of 1934, as amended (the "Securities Exchange Act") and
outside directors within the meaning of Department of Treasury Regulations
issued under Section 162(m) of the Internal Revenue Code of 1986, as amended
(the "Code"). The Board of Directors of the Company shall have the power to add
or remove members of the Committee, from time to time, and to fill vacancies
thereon arising; by resignation, death, removal, or otherwise. Meetings shall
be held at such times and places as shall be determined by the Committee. A
majority of the members of the Committee shall constitute a quorum for the
transaction of business, and the vote of a majority of those members present at
any meeting shall decide any question brought before that meeting. No member of
the Committee shall be liable for any act or omission of any other member of the
Committee or for any act or omission on his own part, including but not limited
to the exercise of any power or discretion given to him under this Plan, except
those resulting from his own gross negligence or willful misconduct. All
questions of interpretation and application of this Plan, or as to options
granted hereunder (the "Options"), shall be subject to the determination, which
shall be final and binding, of a majority of the whole Committee. In carrying
out its authority under this Plan, the Committee shall have full and final
authority and discretion, including but not limited to the rights, powers and
authorities, to: (a) determine the persons to whom and the time or times at
which Options will be made, (b) determine the number of shares and the purchase
price of stock covered in each Option, subject to the terms of this Plan, (c)
determine the terms, provisions and conditions of each Option, which need not be
identical, (d) accelerate the time at which any outstanding Option may be
exercised, (e) define the effect, if any, on an Option of the death, disability,
retirement, or other termination of employment of the Optionee, (f) prescribe,
amend and rescind rules and regulations relating to administration of the Plan,
and (g) make all other determinations and take all other actions deemed
necessary, appropriate, or advisable for the proper administration of this Plan.
The actions of the Committee in exercising all of the rights, powers, and
authorities set out in this Article and all other Articles of this Plan, when
performed in good faith and in its sole judgment, shall be final, conclusive and
binding on all parties. When appropriate, this Plan shall be administered in
order to qualify certain of the Options granted hereunder as "incentive stock
options" described in Section 422 of the Code ("Incentive Stock Options").
3. Dedicated Shares. The stock subject to the Options and other
-----------------
provisions of this Plan shall be shares of the Company's Common stock, $.001 par
value (the "Stock"). Such shares may be treasury shares or authorized but
unissued shares. The total number of shares of Stock with respect to which
Incentive Stock Options may be granted shall be 1,500,000 shares. The maximum
number of shares subject to Options which may be issued to any Optionee under
this Plan during any period of three consecutive years is 500,000 shares. The
class and aggregate number of shares which may be subject to the Options granted
hereunder shall be subject to adjustment in accordance with the provisions of
Paragraph 17 hereof
In the event that any outstanding Option expires or is surrendered for
any reason or terminates by reason of the death or other severance of employment
of the Optionee, the shares of Stock allocable to the unexercised portion of
such Option may again be subject to an Option under this Plan.
4. Authority to Grant Options. The Committee may grant the
----------------------------
following Options from time to time to such eligible individuals of the Company
as it shall from time to time determine:
(a) "Incentive Stock Options". The Committee may grant to an
-------------------------
eligible employee an Option, or Options, to buy a stated number of shares of
Stock under the terms and conditions of this Plan, so that the Option will be an
"incentive stock option" within the meaning of Section 422 of the Code.
<PAGE>
(b) "Nonqualified Stock Options". The Committee may grant to an
----------------------------
eligible individual an Option, or Options, to buy a stated number of shares of
Stock under the terms and conditions of this Plan, even though such Option or
Options would not constitute an "incentive stock option" within the meaning of
Section 422 of the Code.
Each Option granted shall be approved by the Committee. Subject only
to any applicable limitations set forth in this Plan, the number of shares of
Stock to be covered by an Option shall be as determined by the Committee.
5. Eligibility. The individuals who shall be eligible to receive
-----------
Incentive Stock Options under this Plan shall be such employees, including
officers and directors if they are employees, of the Company, or of any parent
or subsidiary corporation, as the Committee shall determine from time to time,
provided, that no such employee who owns stock possessing more than ten percent
of the total combined voting power of all classes of stock of the corporation
employing the employee or of its parent or subsidiary corporation shall be
eligible to receive an incentive stock option unless at the rime that it is
granted the option price is at least 110% of the fair market value of Stock at
the time the Option is granted and the Option by its own terms is not
exercisable after the expiration of five years from the date such Option is
granted.
For the purposes of the preceding paragraph, an employee will be
considered as owning the stock owned, directly or indirectly, by or for his
brothers and sisters (whether by the whole or half blood), spouse, ancestors,
and lineal descendants; and stock owned, directly or indirectly, by or for a
corporation, partnership, estate or trust will be considered as being owned
proportionately by or for its shareholders, partners or beneficiaries. Except
as otherwise provided, for all purposes of this Plan, the term "parent
corporation" shall mean any corporation (other than the Company) in an unbroken
chain of corporations ending with the Company if on the date of grant of the
Option in question, each of the corporations other than the Company owns stock
possessing 50% or more of the total combined voting power of all classes of
stock in one of the other corporations in such chain; and the term "subsidiary
corporation" shall mean any corporation in an unbroken chain of corporations
beginning with the Company if, on the date of grant of the Option in question,
each of the corporations, other than the last corporation in the chain, owns
stock possessing 50% or more of the total combined voting power of all classes
of stock in one of the other corporations in such chain.
The individuals who shall be eligible to receive Nonqualified Stock
Options shall be such individuals as the Committee shall determine from time to
time.
No individual shall be eligible to receive an Option under this Plan
while the individual is a member of the Committee.
6. Option Price. The price at which shares of Stock may be
-------------
purchased pursuant to an Option shall be determined by the Committee and set
forth in the Option agreement; provided, however, that the purchase price of
shares of Stock subject to any Incentive Stock Option shall not be less than
100% of the fair market value of the shares of Stock on the date such Option is
granted (110% in the case of any employee described in Paragraph 5 who owns
stock possessing more than ten percent of the total combined voting power of all
classes of stock of the corporation employing the employee or of its parent or
subsidiary corporation (described in Paragraph 5). "Fair market value" shall
mean the fair market value of the Common Stock on the date of grant or other
relevant date. If on such date the Common Stock is listed on a stock exchange
or is quoted on the automated quotation system of NASDAQ, the fair market value
shall be the closing sale price at 4:00 p.m. (or if such price is unavailable,
the average of the high bid price and the low asked price) on such date. If no
such closing sale price or bid and asked prices are available, the fair market
value shall be determined in good faith by the Committee in accordance with
generally accepted valuation principles and such other factors as the Committee
reasonably deems relevant.
7. Duration of Options. No Option which is an Incentive Stock
---------------------
Option shall be exercisable after the expiration of ten years from the date such
Option is granted; and the Committee in its discretion may provide that such
Option shall be exercisable throughout such ten-year period or during any lesser
period of time commencing on or after the date of grant of such Option and
ending upon or before the expiration of such ten-year period. In the case of
any employee who owes stock possessing more than ten percent of the total
combined voting power of all classes of stock of the corporation employing the
employee or of its parent or subsidiary corporation (described in Paragraph 5),
no Option which is an Incentive Stock Option shall be exercisable after the
expiration of five years from the date such Option is granted. No Option which
is a Nonqualified Stock Option shall be exercisable after the expiration of ten
years from the date such Option is granted; and the Committee in its discretion
may provide that such Option shall be exercisable throughout such ten-year
period or during arty lesser period of time commencing on or after the date of
grant of such option and ending upon or before the expiration of such ten-year
period.
<PAGE>
8. $100,000 Limitation on Incentive Stock Options. To the extent
-----------------------------------------------
that the aggregate fair market value (determined as of the time an Incentive
Option is granted) of the Stock with respect to which Incentive Options first
become exercisable by the Optionee during any calendar year (under this Plan and
any other incentive stock option plan(s) of the Company or any parent
corporation or subsidiary corporation) exceeds $100,000, the Incentive Options
shall be treated as Nonqualified Options. In making this determination,
Incentive Options shall be taken into account in the order in which they were
granted.
9. Amount Exercisable. Each Option may be exercised, so long as
-------------------
it is valid and outstanding, from time to time in part or as a whole, in such
manner and subject to such conditions as the Committee in its discretion may
provide in the Option agreement. However, the Committee in its absolute
discretion may accelerate the time at which any outstanding Option may be
exercised.
10. Exercise of Options. Options shall be exercised by the
---------------------
delivery of written notice to the Company setting forth the number of shares
with respect to which the Option is to be exercised, together with: (i) cash,
certified check, bank draft, or postal or express money order payable to the
order of the Company for an amount equal to the option price of such shares,
(ii) Stock at the fair market value on the date of exercise, or (iii) any other
form of payment which is acceptable to the Committee, and specifying the address
to which the certificates for such shares are to be mailed. In addition,
Options may be exercised through a registered broker-dealer pursuant to such
cashless exercise procedures which are, from time to time, deemed acceptable to
the Committee, and the Committee may authorize that the purchase price payable
upon exercise of an Option may be paid by having shares of Stock withheld that
otherwise would be acquired upon such exercise. As promptly as practicable
after receipt of such written notification and payment, the Company shall
deliver to the Optionee certificates for the number of shares with respect to
which such Option has been so exercised, issued in the Optionee's name; provided
that such delivery shall be deemed effected for all purposes when a stock
transfer agent of the Company shall have deposited such certificates in the
United States mail, addressed to the Optionee, at the address specified pursuant
to this Paragraph 10. If shares of Stock are used in payment of the exercise
price, the aggregate fair market value of the shares of Stock tendered must be
equal to or less than the aggregate exercise price of the shares being purchased
upon exercise of the Option, and any difference must be paid by cash, certified
check, bank draft, or postal or express money order payable to the Company.
Delivery of the shares shall be deemed effected for all purposes when a stock
transfer agent of the Company shall have deposited the certificates in the
United States mail, addressed to the Optionee, at the address specified by the
Optionee.
Whenever an Option is exercised by exchanging shares of Stock owned by
the Optionee, the Optionee shall deliver to the Company certificates registered
in the name of the Optionee representing a number of shares of Stock legally and
beneficially owned by the Optionee, free of all liens, claims, and encumbrances
of every kind, accompanied by stock powers duly endorsed in blank by the record
holder of the shares represented by the certificates, (with signature guaranteed
by a commercial bank or trust company or by a brokerage firm having a membership
on a registered national stock exchange). The delivery of certificates upon the
exercise of Options is subject to the condition that the person exercising the
Option provide the Company with the information the Company might reasonably
request pertaining to exercise, sale or other disposition of an Option.
11. Tax Withholding. The Company shall be entitled to deduct from
---------------
other compensation payable to each employee any sums required by federal, state
or local tax law to be withheld with respect to the grant or exercise of an
Option. In the alternative, the Company may require the employee (or other
individual exercising the Option) to pay the sum directly to the Company. If
the Optionee (or other individual exercising the Option) is required to pay the
sum directly, payment in cash or by check of such sums for taxes shall be
delivered within ten days after the date of exercise. The Company shall have no
obligation upon exercise of any Option until payment has been received, unless
withholding (or offset against a cash payment) as of or prior to the date of
exercise is sufficient to cover all sums due with respect to that exercise, the
Company shall not be obligated to advise an employee of the existence of the tax
or the amount which the employer corporation will be required to withhold.
12. Transferability of Options. Options shall not be transferable
--------------------------
by the Optionee otherwise than by will or under the laws of descent and
distribution. Notwithstanding the foregoing, an Optionee may, at any time prior
to death, assign all or any Nonqualified Options granted to him to the trustee
of a trust for the primary benefit of the Optionee's spouse or lineal
descendants. If such assignment is made, the spouse or lineal descendants shall
be entitled to all of the rights of the Optionee with respect to the assigned
Options, and such Options shall continue to be subject to all of the terms,
conditions and restrictions applicable to the Options, as set forth in the
applicable Option agreement. Any such assignment shall be permitted only if (i)
the Optionee does not receive any consideration therefore, and (ii) the
assignment is expressly permitted by the applicable Option agreement as approved
by the Committee. Any such assignment shall be evidenced by such written
documentation executed by the Optionee as the Committee may approve, and a copy
thereof shall be delivered to the Committee on or prior to the effective date of
the assignment.
<PAGE>
13. Termination of Employment or Affiliation or Death of Optionee.
-------------------------------------------------------------
Except as may be otherwise expressly provided herein or in the Option agreement,
Options shall terminate on the earlier of the date of the expiration of the
Option or one day less than three months after the date of the severance, upon
severance of the employment or affiliation relationship between the Company and
the Optionee for any reason, for or without cause, other than death. Whether
authorized leave of absence, or absence on military or government service, shall
constitute severance of the employment or affiliation relationship between the
Company and the Optionee shall be determined by the Committee at the time
thereof. Unless the Optionee's Option agreement specifically addresses the
matter and expressly provides otherwise, after the severance of the employment
or affiliation relationship between the Company and the Optionee, the Optionee
shall have the right, at any time prior to the termination of the Option, to
exercise the Option solely to the extent the Optionee was entitled to exercise
it immediately prior to the date of such severance. In the event of the death
of the holder of an Option while in the employ or affiliation of the Company and
before the date of expiration of such Option, such Option shall terminate on the
earlier of such date of expiration or six months following the date of such
death. After the death of the Optionee, his executors, administrators or any
person or persons to whom his Option may be transferred by will or by the laws
of descent and distribution, shall have the right, at any time prior to such
termination, to exercise the Option, in whole (subject to the provisions of
Paragraph 8 hereof, but without regard to any limitation set forth in or imposed
pursuant to Paragraph 9 hereof) or in part. An employment or affiliation
relationship between the Company and the Optionee shall be deemed to exist
during any period in which the Optionee is employed by or affiliated with the
Company, by any parent or subsidiary corporation, by a corporation issuing or
assuming a common stock option in a transaction to which Section 424(a) of the
Code, applies, or by a parent or subsidiary corporation of such corporation
issuing or assuming a stock option (and for this purpose, the phrase
"corporation issuing or assuming a stock option" shall be substituted for the
word "Company" in the definitions of parent and subsidiary corporations
specified in Paragraph 5 of this Plan, and the parent-subsidiary relationship
shall be determined at the time of the corporate action described in Section
424(a) of the Code).
14. Requirements of Law. The Company shall not be required to
---------------------
sell or issue any shares under any Option if the issuance of such shares shall
constitute a violation by the Optionee or the Company of any provisions of any
law or regulation of any governmental authority. Each Option granted under this
Plan shall be subject to the requirement that, if at any time the Committee
shall determine that the listing, registration or qualification of the shares
subject thereto upon any securities exchange or under any state or federal law
of the United States or of any other country or governmental subdivision
thereof, or the consent or approval of any governmental, regulatory body, or
investment or other representations, are necessary or desirable in connection
with the issue or purchase of shares subject thereto, no such Option may be
exercised in whole or in part unless such listing, registration, qualification,
consent, approval or representation shall have been effected or obtained free of
any conditions not acceptable to the Committee. In connection with any
applicable statute or regulation relating to the registration of securities,
upon exercise of any Option, the Company shall not be required to issue any
Stock unless the Committee has received evidence satisfactory to it to the
effect that the holder of that Option will not transfer the Stock except in
accordance with applicable law, including, receipt of an opinion of counsel
satisfactory to the Company to the effect that any proposed transfer complies
with applicable law. Any determination by the Committee on these matters shall
be final, binding and conclusive. In the event the shares issuable on exercise
of an Option are not registered under applicable securities laws of any country,
or any political subdivision the Company may imprint on the certificate for such
shares the following legend or any other legend which counsel for the Company
considers necessary or advisable to comply with applicable law:
"The shares of stock represented by this certificate have not been registered
under the Securities Act of 1933 or under the securities laws of any state and
may not be sold or transferred except upon such registration or upon receipt by
the Company of an opinion of counsel satisfactory to the Company, in form and
substance satisfactory to the Company, that registration is not required for
such sale or transfer."
The Company may, but shall in no event be obligated to, register any
securities covered hereby pursuant to applicable securities laws of any country
or any political subdivision (as now in effect or as hereafter amended) and, in
the event any shares are so registered, the Company may remove any legend on
certificates representing such shares. The Company shall not be obligated to
take any other affirmative action in order to cause the exercise of an Option or
the issuance of shares pursuant thereto to comply with any law or regulation or
any governmental authority.
15. No Rights as Stockholder. No Optionee shall have rights as a
-------------------------
stockholder with respect to shares covered by his Option until the date of
issuance of a stock certificate for such shares; and, except as otherwise
provided in Paragraph 17 hereof, no adjustment for dividends, or otherwise,
shall be made if the record date therefor is prior to the date of issuance of
such certificate.
<PAGE>
16. Employment or Affiliation Obligation. The granting of any
---------------------------------------
Option shall not impose upon the Company any obligation to employ or affiliate
with or continue to employ or affiliate with any Optionee; and the right of the
Company to terminate the employment or affiliation of any officer, employee or
other individual shall not be diminished or affected by reason of the fact that
an Option has been granted to him.
17. Changes in the Company's Capital Structure. The existence of
-------------------------------------------
outstanding Options shall not affect in any way the right or power of the
Company or its stockholders to make or authorize any or all adjustments,
recapitalizations, reorganizations or other changes in the Company's capital
structure or its business, or any transfer or consolidation of the Company, or
any issue of bonds, debentures, preferred or prior preference stock ahead of or
affecting the Stock or the rights thereof, or the dissolution or liquidation of
the Company, or any sale or transfer of all or any part of its assets or
business, or any other corporate act or proceeding, whether of a similar
character or otherwise.
If the Company shall effect a subdivision or consolidation of shares
or other capital readjustment, the payment of a stock dividend, or other
increase or reduction of the number of shares of Stock outstanding, without
receiving compensation therefore in money, services or property, then (a) the
number, class and per share price of shares of stock subject to outstanding
Options hereunder shall be appropriately adjusted in such a manner as to entitle
an Optionee to receive upon exercise of an Option, for the same aggregate cash
consideration, the same total number and class or classes of shares as he would
have received had he exercised his Option in full immediately prior to the event
requiring the adjustment, disregarding any fractional shares; and (b) the number
and class of shares then reserved for issuance under this Plan shall be adjusted
by substituting for the total number and class of shares of stock then reserved
for the number and class or classes of shares of stock that would have been
received by the owner of an equal number of outstanding shares of Stock as the
result of the event requiring the adjustment, disregarding any fractional
shares.
If the Company merges or consolidates with another corporation,
whether or not the Company is a surviving corporation, or if the Company is
liquidated or sells or otherwise disposes of substantially all its assets while
unexercised Options remain outstanding under this Plan, or if any "person" (as
that term is used in Section 13(d) and 14(d)(2) of the Securities Exchange Act)
is or becomes the beneficial owner, directly or indirectly, of securities of the
Company representing greater than 50% of the combined voting power of the
Company's then outstanding securities (i) subject to the provisions of clause
(iii) below, after the effective date of such merger, consolidation,
liquidation, sale or other disposition, or change in beneficial ownership, as
the case may be, each holder of an outstanding Option shall be entitled, upon
exercise of such Option, to receive, in lieu of shares of Stock, the number and
class or classes of shares of such stock or other securities or property to
which such holder would have been entitled if, immediately prior to such merger,
consolidation, liquidation, sale or other disposition, or change in beneficial
ownership, such holder had been the holder of record of a number of shares of
Stock equal to the number of shares as to which such Option may be exercised;
(ii) the Board of Directors may waive any limitations set forth in or imposed
pursuant hereto so that all Options, from and after a date prior to the
effective date of such merger, consolidation, liquidation, sale or other
disposition, or change in beneficial ownership, as the case may be, specified by
the Board of Directors, shall be exercisable in full; and (iii) all outstanding
Options may be canceled by the Board of Directors as of the effective date of
any such merger, consolidation, liquidation, sale or other disposition or change
in beneficial ownership.
Except as hereinbefore expressly provided, the issue by the Company of
shares of stock of any class, or securities convertible into shares of stock of
any class, for cash or property, or for labor or services either upon direct
sale or upon the exercise of rights or warrants to subscribe therefor, or upon
conversion of shares or obligations of the Company convertible into sub shares
or other securities, shall not affect, and no adjustment by reason thereof shall
be made with respect to, the number or price of shares of Stock then subject to
outstanding Options.
Notwithstanding anything contained in the Plan or any Option agreement
to the contrary, in the event of a transaction described in this Paragraph 17
which is also intended to be treated as a "pooling of interests" under generally
accepted accounting principles, the Committee shall take such actions, if any,
as are specifically recommended by an independent accounting firm retained by
the Company to the extent reasonably necessary in order to assure that the
transaction will qualify as such, including but not limited to (i) deferring the
vesting, exercise, payment, settlement or lapsing of restrictions with respect
to any Option, (ii) providing that the payment or settlement in respect of any
Option be made in the form of cash, shares of Stock or securities of a successor
or acquirer of the Company, or a combination of the foregoing, and (iii)
providing for the extension of the term of any Option to the extent necessary to
accommodate the foregoing, but not beyond the maximum term permitted for any
Option.
18. Substitution Options. Options may be granted under this Plan
---------------------
from time to time in substitution for stock options held by employees of other
corporations who are about to become employees of the Company, or whose employer
is about to become a parent or subsidiary corporation, conditioned in the case
of an incentive stock option upon the employee becoming an employee as the
result of a merger or consolidation of the Company with another corporation, or
the acquisition by the Company of substantially all the assets of another
corporation, or the acquisition by the Company of at least 50% of the issued and
outstanding stock of another corporation as the result of which it becomes a
subsidiary of the Company. The terms and conditions of the substitute Options so
<PAGE>
granted may vary from the terms and conditions set forth in this Plan to such
extent as the Board of Directors of the Company at the time of grant may deem
appropriate to conform, in whole or in part, to the provisions of the stock
options in substitution for which they are granted, but with respect to stock
options which are incentive stock options, no such variation shall be such as to
affect the status of any such substitute option as an "incentive stock option"
under Section 422 of the Code.
19. Amendment or Termination of Plan. The Board of Directors may
--------------------------------
modify, revise or terminate this Plan at any time and from time to time, subject
to the approval of the Company's stockholders to the extent required by
applicable laws, regulations or rules. All Options ;ranted under this Plan
shall be subject to the terms and provisions of this Plan and any amendment,
modification or revision of this Plan shall be deemed to amend, modify or revise
all Options outstanding under this Plan at the time of such amendment,
modification or revision. In the event this Plan is terminated by action of the
Board of Directors, all Options outstanding under this Plan may be terminated.
20. Written Agreement. Each Option granted hereunder shall be
------------------
embodied in a written agreement, which shall be subject to the terms and
conditions prescribed above, and shall be signed by the Optionee and by an
officer of the Company on behalf of the Committee and the Company. Such an
Option agreement shall contain such other provisions as the Committee in its
discretion shall deem advisable which are not inconsistent with the terms of
this Plan, including without limitation transfer restrictions, repurchase
rights, rights of first refusal, non-compete, non-solicitation and
confidentiality covenants, forfeiture provisions, representations and warranties
of the Optionee and provisions to ensure compliance with applicable laws,
regulations and rules.
21. Indemnification of the Committee and the Board of Directors.
--------------------------------------------------------------
The Company will, to the fullest extent permitted by law, indemnify, defend and
hold harmless any person who at any time is a party or is threatened to be made
a party to any threatened, pending or completed action, suit or proceeding
(whether civil, criminal, administrative or investigative) in any way relating
to or arising out of this Plan or any Option or Options granted hereunder by
reason of the fact that such person is or was at any time a director of the
Company or a member of the Committee against judgments, fines, penalties,
settlements and reasonable expenses (including attorneys fees) actually incurred
by such person in connection with such action, suit or proceeding. This right
of indemnification will inure to the benefit of the heirs, executors and
administrators of each such person and is in addition to all other rights to
which such person may be entitled by virtue of the by-laws of the Company or as
a matter of law, contract or otherwise.
22. No Rights as Stockholder. No Optionee shall have any rights
--------------------------
as a stockholder with respect to stock covered by his Option until the date a
stock certificate is issued for the Stock.
23. Gender. If the context requires, words of one gender when
------
used in This Plan shall include the others and words used in the singular or
plural shall include the other.
24. Headings. Headings of Sections are included for convenience
--------
of reference only and do not constitute part of this Plan and shall not be used
in construing the terms of this Plan.
25. Other Options. The grant of an Option shall not confer upon
--------------
an Optionee the right to receive any future or other Option under this Plan,
whether or not Options may be granted to similarly situated Optionees, or the
right to receive future Options upon the same terms or conditions as previously
granted.
26. Arbitration of Disputes. Any controversy arising out of or
-------------------------
relating to this Plan or an Option Agreement shall be resolved by arbitration
conducted pursuant to the arbitration rules of the American Arbitration
Association. The arbitration shall be final and binding on the parties.
27. Governing Law. The provisions of this Plan shall be
--------------
construed, administered, and governed under the laws of the State of Delaware.
<PAGE>
28. Effective Date. This Plan shall become effective and shall be
--------------
deemed to have been adopted on March 2, 2000 if within one year of that date it
shall have been approved by the requisite holders of the outstanding shares of
voting stock of the Company under the provisions of the corporate charter,
by-laws or applicable law. No options shall be granted pursuant to this Plan
after March 1, 2010.
Adopted by the Board of Directors on the 2nd day of March, 2000, and
approved by the stockholders on the 2nd day of June, 2000.
<PAGE>
