<PAGE>
Exhibit 4.1
MBC HOLDING COMPANY
1993 STOCK OPTION PLAN
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C> <C>
SECTION 1. General Purpose of Plan; Definitions...................................................1
SECTION 2. Administration.........................................................................3
SECTION 3. Stock Subject to Plan..................................................................4
SECTION 4. Eligibility............................................................................4
SECTION 5. Stock Options..........................................................................5
SECTION 6. Transfer, Leave of Absence, Etc........................................................9
SECTION 7. Amendments and Termination.............................................................9
SECTION 8. Unfunded Status of Plan...............................................................10
SECTION 9. General Provisions....................................................................10
SECTION 10. Effective Date of Plan................................................................11
</TABLE>
<PAGE>
MBC HOLDING COMPANY
1993 STOCK OPTION PLAN
SECTION 1. GENERAL PURPOSE OF PLAN; DEFINITIONS.
The name of this plan is the MBC Holding Company 1993 Stock Option Plan
(the "Plan"). The purpose of the Plan is to enable MBC Holding Company (the
"Company") and its Subsidiaries to retain and attract executives, other key
employees of the Company and its Subsidiaries, and consultants and other persons
having a contractual relationship with the Company or its Subsidiaries, who
contribute to the Company's success by their ability, ingenuity and industry,
and to enable such individuals to participate in the long-term success and
growth of the Company by giving them a proprietary interest in the Company.
For purposes of the Plan, the following terms shall be defined as set
forth below:
(a) "BOARD" means the Board of Directors of the Company.
(b) "CAUSE" means a felony conviction of a participant or the
failure of a participant to contest prosecution for a felony,
or a participant's willful misconduct or dishonesty, any of
which is directly and materially harmful to the business or
reputation of the Company.
(c) "CODE" means the Internal Revenue Code of 1986, as amended.
(d) "COMMITTEE" means the Committee referred to in Section 2 of
the Plan. If at any time no Committee shall be in office, then
the functions of the Committee specified in the Plan shall be
exercised by the Board, unless the Plan specifically states
otherwise.
(e) "COMPANY" means MBC Holding Company, a corporation organized
under the laws of the State of Minnesota (or any successor
corporation).
(f) "CONSULTANT" means any person, including an advisor, engaged
by the Company or a Parent Corporation or Subsidiary of the
Company to render services, who is compensated for such
services and who is not an employee of the Company or any
Parent Corporation or Subsidiary of the Company. A
Non-Employee Director may serve as a Consultant.
(g) "DISABILITY" means permanent and total disability as
determined by the Committee.
<PAGE>
(h) "FAIR MARKET VALUE" means the value of Stock on any given date
which shall be determined by the Committee as follows: (a) if
the Stock is listed for trading on one of more national
securities exchanges, or is traded on the Nasdaq Stock Market
or the Nasdaq Small Cap Market, the last reported sales price
on the principal such exchange, the Nasdaq Stock Market or the
Nasdaq Small Cap Market on the date in question, or if such
Stock shall not have been traded on such principal exchange on
such date, the last reported sales price on such principal
exchange, the Nasdaq Stock Market or the Nasdaq Small Cap
Market, on the first day prior thereto on which such Stock was
so traded; or (b) if the Stock is not listed for trading on a
national securities exchange, the Nasdaq Stock Market or the
Nasdaq Small Cap Market, but is traded in the over-the-counter
market, the closing bid price for such Stock on the day prior
to the date in question, or if there is no closing bid price
for such Stock on such day, the closing bid price on the first
day prior thereto on which such price existed; or (c) if
neither (a) nor (b) is applicable, by any means fair and
reasonable by the Committee, which determination shall be
final and binding on all parties.
(i) "INCENTIVE STOCK OPTION" means any Stock Option intended to be
and designated as an "Incentive Stock Option" within the
meaning of Section 422 of the Code.
(j) "NON-QUALIFIED STOCK OPTION" means any Stock Option that is
not an Incentive Stock Option, and is intended to be and is
designated as a "Non-Qualified Stock Option."
(k) "OUTSIDE DIRECTOR" means a Director who: (a) is not a current
employee of the Company or any member of an affiliated group
which includes the Company; (b) is not a former employee of
the Company who receives compensation for prior services
(other than benefits under a tax-qualified retirement plan)
during the taxable year; (c) has not been an officer of the
Company; (d) does not receive remuneration from the Company,
either directly or indirectly, in any capacity other than as a
director, except as otherwise permitted under Code Section
162(m) and regulations thereunder. For this purpose,
remuneration includes any payment in exchange for goods or
services. This definition shall be further governed by the
provisions of Code Section 162(m) and regulations promulgated
thereunder.
(l) "NON-EMPLOYEE DIRECTOR" shall have the meaning set forth in
Rule 16b-3(b)(3) as promulgated by the Securities and Exchange
Commission under the Securities Exchange Act of 1934, or any
successor definition adopted by the Commission.
(m) "PARENT CORPORATION" means any corporation (other than the
Company) in an unbroken chain of corporations ending with the
Company if each of the corporations (other than the Company)
owns stock possessing 50% or more of the
2
<PAGE>
total combined voting power of all classes of stock in one of
the other corporations in the chain.
(n) "RETIREMENT" means retirement from active employment with the
Company and any Subsidiary or Parent Corporation of the
Company on or after age 55.
(n) "STOCK" means the Common Stock, $.01 par value per share, of
the Company.
(o) "STOCK OPTION" means any option to purchase shares of Stock
granted pursuant to Section 5 below.
(p) "SUBSIDIARY" means any corporation (other than the Company) in
an unbroken chain of corporations beginning with the Company
if each of the corporations (other than the last corporation
in the unbroken 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 the chain.
SECTION 2. ADMINISTRATION.
The Plan shall be administered by the Board of Directors or by a
Committee appointed by the Board of Directors of the Company consisting of at
least two Directors, each of whom shall be Non-Employee Directors and Outside
Directors, who shall serve at the pleasure of the Board.
The Committee shall have the power and authority to grant Stock Options
to eligible individuals pursuant to the terms of the Plan.
In particular, the Committee shall have the authority:
(i) to select the officers, other key employees of the Company and
its Subsidiaries, and consultants and other persons having a
contractual relationship with the Company or its Subsidiaries,
to whom Stock Options, may from time to time be granted
hereunder;
(ii) to determine whether and to what extent Incentive Stock
Options, Non-Qualified Stock Options, or a combination of the
foregoing, are to be granted hereunder;
(iii) to determine the number of shares to be covered by each such
Stock Option granted hereunder; and
(iv) to determine the terms and conditions, not inconsistent with
the terms of the Plan, of any Stock Option granted hereunder
(including, but not limited to, any restriction on any Stock
Option and/or the shares of Stock relating thereto).
3
<PAGE>
The Committee shall have the authority to adopt, alter and repeal such
administrative rules, guidelines and practices governing the Plan as it shall,
from time to time, deem advisable; to interpret the terms and provisions of the
Plan and any Stock Option granted under the Plan (and any agreements relating
thereto); and to otherwise supervise the administration of the Plan. The
Committee may delegate to officers of the Company the authority to exercise the
powers specified in (i), (ii), (iii) and (iv) above with respect to persons who
are not either the chief executive officer of the Company or the four highest
paid officers of the Company other than the chief executive officer.
All decisions made by the Committee pursuant to the provisions of the
Plan shall be final and binding on all persons, including the Company and Plan
participants.
SECTION 3. STOCK SUBJECT TO PLAN.
The total number of shares of Stock reserved and available for
distribution under the Plan shall be 650,000. Such shares may consist, in whole
or in part, of authorized and unissued shares. If any shares that have been
optioned cease to be subject to Stock Options, such shares shall again be
available for distribution in connection with future grants of Stock Options
under the Plan. Upon a Stock-for-Stock exercise of a Stock Option or upon the
withholding of Stock for the payment of the option price or taxes, only the net
number of shares issued to the optionee shall be used to calculate the number of
shares remaining available for distribution under the Plan.
In the event of any merger, reorganization, consolidation,
recapitalization, stock dividend, other change in corporate structure affecting
the Stock, or spin-off or other distribution of assets to shareholders, such
substitution or adjustment shall be made in the aggregate number of shares
reserved for issuance under the Plan and in the number and option price of
shares subject to outstanding options granted under the Plan as may be
determined to be appropriate by the Committee, in its sole discretion, provided
that the number of shares subject to any grant shall always be a whole number.
SECTION 4. ELIGIBILITY.
Directors, officers, other key employees of the Company and
Subsidiaries, and consultants and other persons having a contractual
relationship with the Company or its Subsidiaries, who are responsible for or
contribute to the management, growth and/or profitability of the business of the
Company and its Subsidiaries are eligible to be granted Stock Options under the
Plan. The optionees under the Plan shall be selected from time to time by the
Committee, in its sole discretion, from among those eligible, and the Committee
shall determine, in its sole discretion, the number of shares covered by each
grant.
Notwithstanding the foregoing, no person shall receive grants of Stock
Options under this Plan which exceed 100,000 shares during any fiscal year of
the Company.
4
<PAGE>
SECTION 5. STOCK OPTIONS.
Any Stock Option granted under the Plan shall be in such form as the
Committee may from time to time approve.
The Stock Options granted under the Plan may be of two types: (i)
Incentive Stock Options and (ii) Non-Qualified Stock Options. No Incentive Stock
Options shall be granted under the Plan after March 10, 2010.
The Committee shall have the authority to grant to any optionee
Incentive Stock Options, Non-Qualified Stock Options, or both types of options.
To the extent that any option does not quality as an Incentive Stock Option, it
shall constitute a separate Non-Qualified Stock Option.
Anything in the Plan to the contrary notwithstanding, no term of this
Plan relating to Incentive Stock Options shall be interpreted, amended or
altered, nor shall any discretion or authority granted under the Plan be so
exercised, so as to disqualify either the Plan or any Incentive Stock Option
under Section 422 of the Code. The preceding sentence shall not preclude any
modification or amendment to an outstanding Incentive Stock Option, whether or
not such modification or amendment results in disqualification of such Stock
Option as an Incentive Stock Option, provided the optionee consents in writing
to the modification or amendment.
Stock Options granted under the Plan shall be subject to the following
terms and conditions and shall contain such additional terms and conditions, not
inconsistent with the terms of the Plan, as the Committee shall deem desirable.
(a) OPTION PRICE. The option price per share of Stock purchasable
under a Stock Option shall be determined by the Committee at
the time of grant and may, except as provided in this
paragraph, be less than the Fair Market Value of the Stock on
the date the Stock Option is granted. In the event that the
Committee does not determine the exercise price per share of
Stock purchasable under a Stock Option, the exercise price
shall be the Fair Market Value of the Stock on the date the
Stock Option is granted except as otherwise required in this
paragraph. In no event shall the Stock Option price per share
of Stock purchasable under an Incentive Stock Option or a
Non-Qualified Stock Option be less than 100% or 50%,
respectively, of the Fair Market Value of the Stock on the
date the Stock Option is granted. If an employee owns or is
deemed to own (by reason of the attribution rules applicable
under Section 424(d) of the Code) more than 10% of the
combined voting power of all classes of stock of the Company
or any Parent Corporation or Subsidiary, and an Incentive
Stock Option is granted to such employee, the exercise price
shall be no less than 110% of the Fair Market Value of the
Stock on the date the Stock Option is granted.
5
<PAGE>
(b) OPTION TERM. The term of each Stock Option shall be fixed by
the Committee, but no Incentive Stock Option shall be
exercisable more than ten years after the date the Stock
Option is granted. In the event that the Committee does not
fix the term of a Stock Option, the term shall be ten years
from the date the Stock Option is granted. Notwithstanding the
foregoing, if an employee owns or is deemed to own (by reason
of the attribution rules of Section 424(d) of the Code) more
than 10% of the combined voting power of all classes of stock
of the Company of any Parent Corporation or Subsidiary and an
Incentive Stock Option is granted to such employee, the term
of such Stock Option shall be no more than five years from the
date of grant.
(c) EXERCISABILITY. Stock Options shall be exercisable at such
time or times as determined by the Committee at or after
grant. In the event that the Committee does not determine the
time at which a Stock Option shall be exercisable, such Stock
Option shall be exercisable one years after the date of grant.
If the Committee provides, in its discretion, that any Stock
Option is exercisable only in installments, the Committee may
waive such installment exercise provisions at any time.
Notwithstanding the foregoing, unless the Stock Option
Agreement provides otherwise, any Stock Option granted under
this Plan shall be exercisable in full, without regard to any
installment exercise provisions, for a period specified by the
Company, but not to exceed sixty (60) days, prior to the
occurrence of any of the following events: (i) dissolution or
liquidation of the Company other than in Conjunction with a
bankruptcy of the Company or any similar occurrence, (ii) any
merger, consolidation, acquisition, separation,
reorganization, or similar occurrence, where the Company will
not be the surviving entity, (iii) the transfer of
substantially all of the assets of the Company or the
acquisition of beneficial ownership of more than 50% of any
class of equity security of the Company or its Subsidiaries.
(d) METHOD OF EXERCISE. Stock Options may be exercised in whole or
in part at any time during the option period by giving written
notice of exercise to the Company specifying the number of
shares to he purchased. Such notice shall be accompanied by
payment in full of the purchase price, either by certified or
bank check, or by any other form of legal consideration deemed
sufficient by the Committee and consistent with the Plan's
purpose and applicable law, including promissory notes or a
properly executed exercise notice together with irrevocable
instructions to a broker acceptable to the Company to promptly
deliver to the Company the amount of sale or loan proceeds to
pay the exercise price. As determined by the Committee, in its
sole discretion, payment in full or in part may also be made
in the form of Stock already owned by the optionee, provided,
however, that, in the case of an Incentive Stock Option, the
right to make a payment in the form of already owned shares
may be authorized only at the time the option is granted.
6
<PAGE>
Any already owned shares that were originally issued upon
exercise of an option and are to be transferred to the Company
as payment for Stock Options must have been held by the
optionee for at least six months. No shares of Stock shall be
issued until full payment therefor has been made. An optionee
shall generally have the rights to dividends and other rights
of a shareholder with respect to shares subject to the option
when the optionee has given written notice of exercise, has
paid in full for such shares, and, if requested, has given the
representation described in paragraph (a) of Section 9.
(e) NON-TRANSFERABILITY OF OPTIONS.
(i) Subject to Section 5(e)(ii) below, no Stock Option shall
be transferable by the optionee otherwise than by will or by the laws
of descent and distribution, and all Stock Options shall be
exercisable, during the optionee's lifetime, only by the optionee.
(ii) The Committee may, in its discretion, authorize all or a
portion of the options to be granted to an optionee to be on terms
which permit transfer by such optionee to (A) the spouse, children or
grandchildren of the optionees ("Immediate Family Members"), (B) a
trust or trusts for the exclusive benefit of such Immediate Family
Members, or (C) a partnership or partnerships in which such Immediate
Family Members are the only partners, provided that (1) there may be no
consideration for any such transfer, (2) the stock option agreement
pursuant to which such options are granted must be approved by the
Committee, and must expressly provide for transferability in a manner
consistent with this Section 5(e)(ii), and (3) subsequent transfers of
transferred options shall be prohibited except those in accordance with
Section 5(e)(i). Following transfer, any such options shall continue to
be subject to the same terms and conditions as were applicable
immediately prior to transfer, provided that the term "optionee" herein
shall in such event be deemed to refer to the transferee, except that
the events of termination of employment of Sections 5(f), 5(g), 5(h)
and 5(i) hereof shall continue to be applied with respect to the
original optionee, following which the options shall be exercisable by
the transferee only to the extent, and for the periods specified in
such Sections.
(f) TERMINATION BY DEATH. If an optionee's employment by the
Company and any Subsidiary or Parent Corporation terminates by
reason of death, the Stock Option may thereafter be
immediately exercised, to the extent then exercisable (or on
such accelerated basis as the Committee shall determine at or
after grant), by the legal representative of the estate or by
the legatee of the optionee under the will of the optionee,
for a period of three years (or such shorter period as the
Committee shall specify at grant) from the date of such death
or until the expiration of the stated term of the option,
whichever period is shorter.
7
<PAGE>
(g) TERMINATION BY REASON OF DISABILITY. If an optionee's
employment by the Company and any Subsidiary or Parent
Corporation terminates by reason of Disability, any Stock
Option held by such optionee may thereafter be exercised, to
the extent it was exercisable at the time of termination due
to Disability (or on such accelerated basis as the Committee
shall determine at or after grant), but may not be exercised
after three years (or such shorter period as the Committee
shall specify at grant) from the date of such termination of
employment or the expiration of the stated term of the option,
whichever period is shorter. In the event of termination of
employment by reason of Disability, if an Incentive Stock
Option is exercised after the expiration of the exercise
periods that apply for purposes of Section 422 of the Code,
the option will thereafter be treated as a Non-Qualified Stock
Option.
(h) TERMINATION BY REASON OF RETIREMENT. If an optionee's
employment by the Company and any Subsidiary or Parent
Corporation terminates by reason of Retirement, any Stock
Option held by such optionee may thereafter be exercised to
the extent it was exercisable at the time of such Retirement,
but may not be exercised after three years (or such shorter
period as Committee shall specify at grant) from the date of
such termination of employment or the expiration of the stated
term of the option, whichever period is the shorter. In the
event of termination of employment by reason of Retirement, if
an Incentive Stock Option is exercised after the expiration of
the exercise periods that apply for purposes of Section 422 of
the Code, the option will thereafter be treated as a
Non-Qualified Stock Option.
(i) TERMINATION FOR CAUSE. Unless otherwise determined by the
Committee, if an optionee's employment by the Company and any
Subsidiary or Parent Corporation terminates for Cause, any
Stock Option held by the optionee shall thereupon terminate.
(j) OTHER TERMINATION. If an optionee's employment by the Company
and any Subsidiary or Parent Corporation terminates for any
reason other than Death or Disability, and other than for
cause, any Stock Option held by such optionee may thereafter
be exercised to the extent it was exercisable at the time of
such termination, but may not be exercised after three years
(or such shorter period as Committee shall specify at grant)
from the date of such termination of employment or the
expiration of the stated term of the option, whichever period
is shorter. In the event of such termination of employment, if
an Incentive Stock Option is exercised after the expiration of
the exercise periods that apply for purposes of Section 422 of
the Code, the option will thereafter be treated as a
Non-Qualified Stock Option.
8
<PAGE>
(k) ANNUAL LIMIT ON INCENTIVE STOCK OPTIONS. The aggregate Fair
Market Value (determined as of the time the Stock Option is
granted) of the Common Stock with respect to which an
Incentive Stock Option under this Plan or any other plan of
the Company and any Subsidiary or Parent Corporation is
exercisable for the first time by an optionee during any
calendar year shall not exceed $100,000.
(l) NON-EMPLOYEE DIRECTORS. Each person serving as a Non-Employee
Director of the Company as of February 10, 1998 shall be
granted an Option to purchase 15,000 shares of stock at an
option price per share equal to 100% of Fair Market Value of a
share of Stock on such date. All such Options shall be
designated as Non-Qualified Options and shall be subject to
the same terms and provisions as are then in effect with
respect to the granting of Non-Qualified Options to officers
and by employees of the Company, except that (i) the term of
such Option shall be five years, which term shall expire after
one year upon the termination of service as a director, (ii)
the Option shall vest in three installments of 5,000 shares
beginning on the date of the 1998 Annual Meeting, with each
additional installment vesting on the subsequent annual
meeting. Subject to the foregoing, all provisions of this Plan
not inconsistent with the foregoing shall apply to Options
granted to Non-Employee Directors.
SECTION 6. TRANSFER, LEAVE OF ABSENCE, ETC.
For purposes of the Plan, the following events shall not be deemed a
termination of employment:
(a) a transfer of an employee from the Company to a Parent
Corporation or Subsidiary, or from a Parent Corporation or
Subsidiary to the Company, or from one Subsidiary to another;
(b) a leave of absence, approved in writing by the Committee, for
military service or sickness, or for any other purpose
approved by the Company if the period of such leave does not
exceed ninety (90) days (or such longer period as the
Committee may approve, in its sole discretion); and
(c) a leave of absence in excess of ninety (90) days, approved in
writing by the Committee, but only if the employee's right to
reemployment is guaranteed either by a statute or by contract,
and provided that, in the case of any leave of absence, the
employee returns to work within 30 days after the end of such
leave.
SECTION 7. AMENDMENTS AND TERMINATION.
The Board may amend, alter, or discontinue the Plan, but no amendment,
alteration, or discontinuation shall be made (i) which would impair the rights
of an optionee under a Stock
9
<PAGE>
Option theretofore granted, without the optionee's consent, or (ii) which,
without the approval of the stockholders of the Company, would cause the Plan to
no longer comply with Rule 16b-3 under the Securities Exchange Act of 1934,
Section 422 of the Code, or any other regulatory requirements.
The Committee may amend the terms of any Stock Option theretofore
granted, prospectively or retroactively, but, Subject to Section 3 above, no
such amendment shall impair the rights of any holder without his consent. The
Committee may also substitute new Stock Options for previously granted stock
options, including previously granted stock options having higher exercise
prices.
SECTION 8. UNFUNDED STATUS OF PLAN.
The Plan is intended to Constitute an "unfunded" plan for incentive and
deferred compensation. With respect to any payments not yet made to an optionee
by the Company, nothing contained herein shall give any such participant or
optionee any rights that are greater than those of a general creditor of the
Company. At its sole discretion, the Committee may authorize the creation of
trusts or other arrangements to meet the obligations created under the Plan to
deliver Stock, provided, however, that the existence of such trusts or other
arrangements is consistent with the unfunded status of the Plan.
SECTION 9. GENERAL PROVISIONS.
(a) The Committee may require each person purchasing shares
pursuant to a Stock Option under the Plan to represent to and
agree with the Company in writing that the optionee is
acquiring the shares without a view to distribution thereof.
The certificates for Such shares may include any legend which
the Committee deems appropriate to reflect any restrictions on
transfer.
All certificates for shares of Stock delivered under the Plan
pursuant to any Options shall be subject to such
stock-transfer orders and other restrictions as the Committee
may deem advisable under the rules, regulations, and other
requirements of the Securities and Exchange Commission, any
stock exchange upon which the Stock is then listed, and any
applicable federal or state securities laws, and the Committee
may cause a legend or legends to be put on any such
certificates to make appropriate reference to such
restrictions.
(b) Nothing contained in this Plan shall prevent the Board of
Directors from adopting other or additional compensation
arrangements, subject to stockholder approval if such approval
is required; and such arrangements may be either generally
applicable or applicable only in specific cases. The adoption
of the Plan shall not confer upon any employee of the Company
or any Subsidiary any right to continued employment with the
Company or a Subsidiary, as the case may be, nor
10
<PAGE>
shall it interfere in any way with the right of the Company or
a Subsidiary to terminate the employment of any of its
employees at any time.
(c) Each optionee shall, no later than the date as of which any
part of the value of a Stock Option first becomes includable
as compensation in the gross income of the optionee for
federal income tax purposes, pay to the Company, or make
arrangements satisfactory to the Committee regarding payment
of, any federal, state, or local taxes of any kind required by
law to be withheld with respect to the Stock Option. The
obligations of the Company under the Plan shall be conditional
on such payment or arrangements and the Company and
Subsidiaries shall, to the extent permitted by law, have the
right to deduct any such taxes from any payment of any kind
otherwise due to the optionee. With respect to any Stock
Option granted under the Plan, if the terms of such Option so
permit, an optionee may elect by written notice to the Company
to satisfy part or all of the withholding tax requirements
associated with the Stock Option by (i) authorizing the
Company to retain from the number of shares of Stock that
would otherwise be deliverable to the optionee, or (ii)
delivering to the Company from shares of Stock already owned
by the optionee, that number of shares having an aggregate
Fair Market Value equal to part or all of the tax payable by
the optionee under this Section. Any such election shall be in
accordance with, and subject to, applicable tax and securities
laws, regulations and rulings and, in the event that shares
are withheld, the amount withheld may not exceed the minimum
required federal, state and FICA withholding amount.
(d) At the time of grant, the Committee may provide in connection
with any grant made under this Plan that the shares of Stock
received as a result of such grant shall be subject to a
repurchase right in favor of the Company, pursuant to which
the optionee shall be required to offer to the Company upon
termination of employment for any reason any shares that the
participant acquired under the Plan, with the price being the
then Fair Market Value of the Stock or, in the case of a
termination for Cause, an amount equal to the cash
consideration paid for the Stock, subject to such other terms
and conditions as the Committee may specify at the time of
grant. The Committee may, at the time of the grant of a Stock
Option under the Plan, provide the Company with the right to
repurchase, or require the forfeiture of, shares of Stock
acquired pursuant to the Plan by any optionee who, at any time
within two years after termination of employment with the
Company, directly or indirectly competes with, or is employed
by a competitor of, the Company.
SECTION 10. EFFECTIVE DATE OF PLAN.
The Plan shall be effective on the date it is approved by a vote of
the holders of a majority of the Stock present and entitled to vote at a
meeting of the Company's shareholders. Amendments requiring shareholder
approval shall be effective on the date on which they are
11
<PAGE>
approved by a vote of holders of a majority of the Stock present and entitled to
vote at a meeting of the Company's shareholders.
12
