THE BISYS GROUP, INC.
Amended and Restated
STOCK OPTION AND RESTRICTED STOCK PURCHASE PLAN
Section 1. PURPOSE. The purpose of The BISYS Group, Inc. Stock Option
and Restricted Stock Purchase Plan (the "Plan") is to promote the interests of
The BISYS Group, Inc., a Delaware corporation (the "Company") and any Subsidiary
thereof, and its stockholders by providing an opportunity to selected employees,
officers and directors of the Company or any Subsidiary thereof as of the date
of the adoption of this Plan or at any time thereafter to purchase Common Stock
of the Company. By encouraging such stock ownership, the Company seeks to
attract, retain and motivate such employees and persons and to encourage such
employees and persons to devote their best efforts to the business and financial
success of the Company. It is intended that this purpose will be effected by
the granting of "non-qualified stock options" and/or "incentive stock options"
to acquire the common stock of the Company and/or by the granting of rights to
purchase the common stock of the Company on a "restricted stock" basis. Under
this Plan, a committee of the Board of Directors shall have the authority (in
its sole discretion) to grant "incentive stock options" within the meaning of
Section 422A(b) of the Code, "non qualified stock options" as described in
Treasury Regulation Section 1.83-7 or any successor regulation thereto, or
"restricted stock" awards.
Section 2. DEFINITIONS. For purpose of this Plan, the following terms
used herein shall have the following meanings, unless a different meaning is
clearly required by the context.
2.1. "AWARD" shall mean an award of the right to purchase Common Stock
granted under the provisions of Section 7 of the Plan.
2.2. "BOARD OF DIRECTORS" shall mean the Board of Directors of the Company.
2.3. "CODE" shall mean the Internal Revenue Code of 1986, as amended.
2.4. "COMMITTEE" shall mean the committee of the Board of Directors
referred to in Section 5 hereof.
2.5. "COMMON STOCK" shall mean the Common Stock, $.02 par value, of the
Company.
2.6. "EMPLOYEE" shall mean (i) with respect to an ISO, any person including
an officer or director of the Company, who, at the time an ISO is granted to
such person hereunder, is employed on a full-time basis by the Company or any
Subsidiary of the Company, and (ii) with respect to a Non-Qualified Option
and/or an Award,
any person employed by or performing services for the Company or any Subsidiary
of the Company, including, without limitation, directors and officers.
2.7. "ISO" shall mean an Option granted under the Plan which constitutes
and shall be treated as an "incentive stock option" as defined in Section
422A(b) of the Code.
2.8. "NON-QUALIFIED OPTION" shall mean an Option granted to a Participant
pursuant to the Plan which is intended to be, and qualifies as, a "non-qualified
stock option" as described in Treasury Regulation Section 1.83-7 and which shall
not constitute nor be treated as an ISO.
2.9. "OPTION" shall mean any ISO or Non-Qualified Option granted to an
Employee pursuant to this Plan.
2.10. "PARTICIPANT" shall mean any Employee to whom an Award and/or an
Option is granted under this Plan.
2.11. "PARENT OF THE COMPANY" shall have the meaning set forth in
Section 425(e) of the Code.
2.12. "SECTION 162(m)" SHALL MEAN SECTION 162(m) OF THE CODE AND RULES
AND REGULATIONS PROMULGATED BY THE INTERNAL REVENUE SERVICE THEREUNDER.
2.13. "SUBSIDIARY OF THE COMPANY" shall have the meaning set forth in
Section 425(f) of the Code.
Section 3. ELIGIBILITY. Awards and/or Options may be granted to any
Employee. The Committee shall have the sole authority to select the persons to
whom Awards and/or Options are to be granted hereunder, and to determine whether
a person is to be granted a Non-Qualified Option, an ISO or an Award or any
combination thereof. No person shall have any right to participate in the Plan.
Any person selected by the Committee for participation during any one period
will not by virtue of such participation have the right to be selected as a
Participant for any other period.
Section 4. COMMON STOCK SUBJECT TO THE PLAN. *
4.1. The total number of shares of Common Stock for which Options and/or
Awards may be granted under this Plan shall not exceed in the aggregate FOUR
MILLION EIGHT HUNDRED FORTY-SEVEN THOUSAND FIVE HUNDRED (4,847,500) shares of
Common Stock.
4.2. The shares of Common Stock that may be subject to Options and/or
Awards granted under this Plan may be either authorized and unissued shares or
shares reacquired at any time and
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* Amendments to Section 4.1 set forth on Attachment A.
now or hereafter held as treasury stock as the Committee may determine. In the
event that any outstanding Option expires or is terminated for any reason, the
shares allocable to the unexercised portion of such Option may again be subject
to an Option and/or Award granted under this Plan. If any shares of Common
Stock acquired pursuant to an Award or the exercise of an Option shall have been
repurchased by the Company, then such shares shall again become available for
issuance pursuant to the Plan.
4.3. SPECIAL ISO LIMITATIONS.
(a) The aggregate fair market value (determined as of the date an ISO
is granted) of the shares of Common Stock with respect to which ISOs are
exercisable for the first time by an Employee during any calendar year (under
all Incentive Stock Option Plans of the Company or any Parent or Subsidiary of
the Company) shall not exceed $100,000.
(b) No ISO shall be granted to an Employee who, at the time the ISO
is granted, owns (actually or constructively under the provisions of Section
425(d) of the Code) stock possessing more than 10% of the total combined voting
power of all classes of stock of the Company or any Parent or Subsidiary of the
Company, unless the option price is at least 110% of the fair market value
(determined as of the time the ISO is granted) of the shares of Common Stock
subject to the ISO and the ISO by its terms is not exercisable more than five
years from the date it is granted.
4.4. Notwithstanding any other provision of the Plan, the provisions of
Sections 4.3(a) and (b) shall not apply, nor shall be construed to apply, to any
Non-Qualified Option or Award granted under the Plan.
Section 5. ADMINISTRATION OF THE PLAN.
5.1. The Plan shall be administered by a committee (the "Committee") which
shall be established by the Board of Directors and shall consist of no less than
two persons. All members of the committee shall be BOTH "NON-EMPLOYEE
DIRECTORS" within the meaning of Rule 16b-3 under the Securities Exchange Act of
1934 AND "OUTSIDE DIRECTORS" AS DEFINED FOR PURPOSES OF SECTION 162(M). The
Committee shall be appointed from time to time by, and shall serve at the
pleasure of, the Board of Directors.
5.2. (a) OPTIONS. The Committee shall have the sole authority and
discretion to grant Options under this Plan and, subject to the limitations set
forth in Section 6 hereof, to determine the terms and conditions of all Options,
including, without limitation, (i) selecting the Participants who are to be
granted Options hereunder; (ii) designating whether any Option to be granted
hereunder is to be an ISO or a Non-Qualified Option;
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(iii) establishing the number of shares of Common Stock that may be issued under
each Option; (iv) determining the time and the conditions subject to which
Options may be exercised in whole or in part; (v) determining the form of the
consideration that may be used to purchase shares of Common Stock upon exercise
of any Option (including the circumstances under which the Company's issued and
outstanding shares of Common Stock may be used by a Participant to exercise an
Option); (vi) imposing restrictions and/or conditions with respect to shares of
Common Stock acquired upon exercise of an Option; (vii) determining the
circumstances under which shares of Common Stock acquired upon exercise of any
Option may be subject to repurchase by the Company; (viii) determining the
circumstances and conditions subject to which shares acquired upon exercise of
an Option may be sold or otherwise transferred, including without limitation,
the circumstances and conditions subject to which a proposed sale of shares of
Common Stock acquired upon exercise of an Option may be subject to the Company's
right of first refusal (as well as the terms and conditions of any such right of
first refusal); (ix) establishing a vesting provision for any Option relating to
the time (or the circumstance) when the Option may be exercised by a
Participant, including vesting provisions which may be contingent upon the
Company meeting specified financial goals; (x) accelerating the time when
outstanding Options may be exercised, PROVIDED, HOWEVER, that any ISOs shall be
"accelerated" within the meaning of Section 425(h) of the Code, and (xi)
establishing any other terms, restrictions and/or conditions applicable to any
Option not inconsistent with the provisions of this Plan.
(b) AWARDS. The Committee shall have the sole authority and
discretion to grant Awards under this Plan and, subject to the limitations set
forth in Section 7 hereof, to determine the terms and conditions of all Awards,
including without limitation, (i) selecting the Participant who are to be
granted Awards hereunder; (ii) determining the amount to be paid by a
Participant to acquire shares of Common Stock pursuant to an Award, which amount
may be equal to, more than, or less than 100% of the fair market value of such
shares on the date the Award is granted (but in no event less than the par value
of such shares); (iii) determining the time or times and the conditions subject
to which Awards may be made; (iv) determining the time or times and the
conditions subject to which the shares of Common Stock subject to an Award are
to become vested and no longer subject to repurchase by the Company; (v)
establishing transfer restrictions and the terms and conditions on which any
such transfer restrictions with respect to an Award shall lapse; (vi)
establishing vesting provisions with respect to any shares of Common Stock
subject to an Award, including vesting provisions which may be contingent upon
the Company meeting specified financial goals; (vii) determining the
circumstances under which shares of Common Stock acquired pursuant to an Award
may be subject to repurchase by the Company; (viii) determining the time or
times and the conditions subject to
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which any shares of Common Stock subject to an Award may be repurchased by the
Company (as well as the terms and conditions of any such repurchase); (ix)
determining the circumstances and conditions subject to which a proposed sale of
shares of Common Stock subject to an Award may be subject to the Company's right
of first refusal (as well as the terms and conditions of any such right of first
refusal); (x) determining the form of consideration that may be used to purchase
shares of Common Stock pursuant to an Award (including the circumstances under
which the Company's issued and outstanding shares of Common Stock may be used by
a Participant to purchase the Common Stock subject to an Award); (xi)
accelerating the time at which any or all restrictions imposed with respect to
any shares of Common Stock subject to an Award will lapse or otherwise remove
any or all such restrictions; and (xii) establishing any other terms,
restrictions and/or conditions applicable to any Award not inconsistent with the
provisions of this Plan.
5.3. The Committee shall be authorized to interpret the Plan and may, from
time to time, adopt such rules and regulations, not inconsistent with the
provisions of the Plan, as it may deem advisable to carry out the purpose of
this Plan.
5.4. The interpretation and construction by the Committee of any provision
of the Plan, any Option and/or Award granted hereunder or any agreement
evidencing any such Option and/or Award shall be final and conclusive upon all
parties.
5.5. Only members of the Committee shall vote on any matter affecting the
administration of the Plan or the granting of Options and/or Awards under the
Plan.
5.6. All expenses and liabilities incurred by the Committee in the
administration of the Plan shall be borne by the Company. The Committee may
employ attorneys, consultants, accountants or other persons in connection with
the administration of the Plan. The Company, and its officers and directors,
shall be entitled to rely upon the advice, opinions or valuations of any such
persons. No member of the Board of Directors (or the Committee) shall be liable
for any action, determination or interpretation taken or made in good faith with
respect to the Plan or any Option and/or Award granted hereunder.
5.7. NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, THE
MAXIMUM NUMBER OF SHARES OF COMMON STOCK FOR WHICH OPTIONS AND/OR AWARDS MAY BE
GRANTED TO ANY EMPLOYEE DURING ANY FISCAL YEAR OF THE COMPANY SHALL NOT EXCEED
500,000 SHARES OF COMMON STOCK, LESS THE AGGREGATE NUMBER OF SHARES OF COMMON
STOCK WITH RESPECT TO WHICH STOCK OPTIONS, RESTRICTED STOCK AWARDS OR STOCK
APPRECIATION RIGHTS HAVE BEEN GRANTED TO SUCH EMPLOYEE DURING SUCH FISCAL YEAR
UNDER ALL OTHER COMPENSATORY PLANS OF THE COMPANY.
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Section 6. TERMS AND CONDITIONS OF OPTIONS.
6.1. ISOS. The terms and conditions of each ISO granted under the Plan
shall be specified by the Committee and shall be set forth in an ISO agreement
between the Company and the Participant in such form as the Committee shall
approve. The terms and conditions of each ISO shall be such that each ISO
issued hereunder shall constitute and shall be treated as an "incentive stock
option" as defined in Section 422A of the Code. The terms and conditions of any
ISO granted hereunder need not be identical to those of any other ISO granted
hereunder.
The terms and conditions of each ISO shall include the following:
(a) The option price shall be fixed by the Committee but shall in no
event be less than 100% (or 110% in the case of an Employee referred to in
Section 4.3(b) hereof) of the fair market value of the shares of Common Stock
subject to the ISO on the date the ISO is granted. For purposes of this Plan,
the fair market value per share of Common Stock as of any day shall mean the
average of the closing prices of sales of shares of Common Stock on all national
securities exchanges on which the Common Stock may at the time be listed or, if
there shall have been no sales on any such day, the average of the highest bid
and lowest asked prices on all such exchanges at the end of such day, or, if on
any day the Common Stock shall not be so listed, the average of the
representative bid and asked prices quoted in the NASDAQ system as of 3:30 p.m.,
New York time, on such day, or, if on any day the Common Stock shall not be
quoted in the NASDAQ system, the average of the high and low bid and asked
prices on such day in the over-the-counter market as reported by National
Quotation Bureau Incorporated, or any similar successor organization. If at any
time the Common Stock is not listed on any national securities exchange or
quoted in the NASDAQ system or the over the-counter market, the fair market
value of the shares of Common Stock subject to an Option on the date the ISO is
granted shall be the fair market value thereof determined in good faith by the
Board of Directors.
(b) ISOs, by their terms, shall not be transferable otherwise than by
will or the laws of descent and distribution, and, during an Optionee's
lifetime, an ISO shall be exercisable only by the Optionee.
(c) The Committee shall fix the term of all ISOs granted pursuant to
the Plan (including the date on which such ISO shall expire and terminate),
PROVIDED, HOWEVER, that such term shall in no event exceed ten years from the
date on which such ISO is granted (or, in the case of an ISO granted to an
Employee referred to in Section 4.3(b) hereof, such term shall in no event
exceed five years from the date on which such ISO is granted).
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Each ISO shall be exercisable in such amount or amounts, under such conditions
and at such times or intervals or in such installments as shall be determined by
the Committee in its sole discretion.
(d) In the event that the Company or any Parent or Subsidiary of
the Company is required to withhold any Federal, state or local taxes in
respect of any compensation income realized by the Participant as a result of
any "disqualifying disposition" of any shares of Common Stock acquired upon
exercise of an ISO granted hereunder, the Company shall deduct from any
payments of any kind otherwise due to such Participant the aggregate amount
of such Federal, state or local taxes required to be so withheld or, if such
payments are insufficient to satisfy such Federal, state or local taxes, such
Participant will be required to pay to the Company, or make other
arrangements satisfactory to the Company regarding payment to the Company of,
the aggregate amount of any such taxes. A Participant may use issued and
outstanding Common Stock for the payment of taxes. All matters with respect
to the total amount of taxes to be withheld in respect of any such
compensation income shall be determined by the Committee in its sole
discretion.
(e) In the sole discretion of the Committee the terms and conditions
of any ISO may (but need not) include any of the following provisions:
(i) In the event a Participant shall cease to be employed by the
Company or any Parent or Subsidiary of the Company on a full-time basis for
any reason other than as a result of his death or "disability" (within the
meaning of Section 22(e)(3) of the Code), the unexercised portion of any
ISO held by such Participant at that time may only be exercised within one
month after the date on which the Participant ceased to be so employed, and
only to the extent that the Participant could have otherwise exercised such
ISO as of the date on which he ceased to be so employed.
(ii) In the event a Participant shall cease to be employed by the
Company or any Parent or Subsidiary of the Company on a full-time basis by
reason of his "disability" (within the meaning of Section 22(e)(3) of the
Code), the unexercised portion of any ISO held by such Participant at that
time may only be exercised within one year after the date on which the
Participant ceased to be so employed, and only to the extent that the
Optionee could have otherwise exercised such ISO as of the date on which he
ceased to be so employed.
(iii) In the event a Participant shall die while in the full-time
employ of the Company or a Parent or Subsidiary of the Company (or within a
period of one
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month after ceasing to be an Employee for any reason other than such
"disability" or within a period of one year after ceasing to be an Employee
by reason of such "disability"), the unexercised portion of any ISO held by
such Participant at the time of his death may only be exercised within one
year after the date of such Participant's death, and only to the extent
that the Participant could have otherwise exercised such ISO at the time of
his death. In such event, such ISO may be exercised by the executor or
administrator of the Participant's estate or by any person or persons who
shall have acquired the ISO directly from the Participant by bequest or
inheritance.
6.2. NON-QUALIFIED OPTIONS. The terms and conditions of each Non-Qualified
Option granted under the Plan shall be specified by the Committee, in its sole
discretion, and shall be set forth in a written option agreement between the
Company and the Participant in such form as the Committee shall approve. The
terms and conditions of each Option will be such that each Option issued
hereunder shall not constitute nor be treated as an "incentive stock option" as
defined in Section 422A of the Code and will be a "non-qualified stock option"
for federal income tax purposes. The terms and conditions need not be identical
to those of any other Option granted hereunder.
The terms and conditions of each Non-Qualified Option Agreement shall
include the following:
(a) The option (exercise) price shall be fixed by the Committee and
may be equal to, more than or less than 100% of the fair market value of the
shares of Common Stock subject to the Non-Qualified Option on the date such Non-
Qualified Option is granted.
(b) The Committee shall fix the term of all Non-Qualified Options
granted pursuant to the Plan (including the date on which such Non-Qualified
Option shall expire and terminate). Such term may be more than ten years from
the date on which such Non-Qualified Option is granted. Each Non-Qualified
Option shall be exercisable in such amount or amounts, under such conditions,
and at such times or intervals or in such installments as shall be determined by
the Committee in its sole discretion.
(c) Non-Qualified Options shall not be transferable otherwise than by
will or the laws of descent and distribution, and during a Participant's
lifetime a Non-Qualified Option shall be exercisable only by the Participant.
(d) In the event that the Company is required to withhold any
Federal, state or local taxes in respect of any
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compensation income realized by the Participant in respect of a Non-Qualified
Option granted hereunder or in respect of any shares of Common Stock acquired
upon exercise of a Non-Qualified Option, the Company shall deduct from any
payments of any kind otherwise due to such Participant the aggregate amount of
such Federal, state or local taxes required to be so withheld or, if such
payments are insufficient to satisfy such Federal, state or local taxes, or if
no such payments are due or to become due to such Participant, then, such
Participant will be required to pay to the Company, or make other arrangements
satisfactory to the Company regarding payment to the Company of, the aggregate
amount of any such taxes. All matters with respect to the total amount of taxes
to be withheld in respect of any such compensation income shall be determined by
the Committee in its sole discretion.
Section 7. TERMS AND CONDITIONS OF AWARDS.
The terms and conditions of each Award granted under the Plan shall be
specified by the Committee, in its sole discretion, and shall be set forth in a
written agreement between the Participant and the Company, in such form as the
Committee shall approve. The terms and provisions of any Award granted
hereunder need not be identical to those of any other Award granted hereunder.
The terms and conditions of each Award shall include the following:
(a) The amount to be paid by a Participant to acquire the shares of
Common Stock pursuant to an Award shall be fixed by the Committee and may be
equal to, more than or less than 100% of the fair market value of the shares of
Common Stock subject to the Award on the date the Award is granted.
(b) Each Award shall contain such vesting provisions, such transfer
restrictions and such other restrictions and conditions as the Committee, in its
sole discretion, may determine, including, without limitation, the circumstances
under which the Company shall have the right and option to repurchase shares of
Common Stock acquired pursuant to an Award.
(c) Stock certificates representing Common Stock acquired pursuant to
an Award shall bear a legend referring to the restrictions imposed on such Stock
and such other matters as the Committee may determine.
(d) In the event that the Company is required to withhold any
Federal, state or local taxes in respect of any compensation income realized by
the Participant in respect of an Award granted hereunder, or in respect of any
shares acquired pursuant to an Award, or in respect of the vesting of any such
shares of Common Stock, then the Company shall deduct from any
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payments of any kind otherwise due to such Participant the aggregate amount of
such Federal, state or local taxes required to be so withheld or, if such
payments are insufficient to satisfy such Federal, state or local taxes, or if
no such payments are due or to become due to such Participant, then, such
Participant will be required to pay to the Company, or make other arrangements
satisfactory to the Company regarding payment to the Company of, the aggregate
amount of any such taxes. All matters with respect to the total amount of taxes
to be withheld in respect of any such compensation income shall be determined by
the Committee its sole discretion.
Section 8. ADJUSTMENTS. (a) In the event that after the adoption of
the Plan by the Board of Directors, the outstanding shares of the Company's
Common Stock shall be increased or decreased or changed into or exchanged for a
different number or kind of shares of stock or other securities of the Company
or of another corporation through reorganization, merger or consolidation,
recapitalization, reclassification, stock split, split-up, combination or
exchange of shares or declaration of any dividends payable in Common Stock, the
Board of Directors shall appropriately adjust (i) the number of shares of Common
Stock (and the option price per share) subject to the unexercised portion of any
outstanding Option (to the nearest possible full share), PROVIDED, HOWEVER, that
the limitations of Section 425 of the Code shall apply with respect to
adjustments made to IS0s; (ii) the number of shares of Common Stock to be
acquired pursuant to an Award which have not become vested (and the purchase
price per share), and (iii) the number of shares of Common Stock for which
Options and/or Awards may be granted under this Plan, as set forth in Section
4.1 hereof, and such adjustments shall be effective and binding for all purposes
of this Plan.
(b) Notwithstanding the foregoing, in the event of any offer to
holders of the Company's Common stock generally relating to the acquisition of
their shares, including, without limitation, through purchase, merger or
otherwise, or (ii) any transaction generally relating to the acquisition of
substantially all of the assets or business of the Company, the Committee may
make such adjustment as it deems equitable in respect of outstanding Options and
Awards including, without limitation, the revision or cancellation of any
outstanding Options and/or Awards. Any such determination by the Committee
shall be effective and binding for all purposes of this Plan.
Section 9. EFFECT OF THE PLAN ON EMPLOYMENT RELATIONSHIP.
Neither this Plan nor any Option and/or Award granted hereunder to a
Participant shall be construed as conferring upon such Participant any right to
continue in the employ of the Company or the service of the Company or any
Subsidiary as the case may be,
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or limit in any respect the right of the Company or any Subsidiary to terminate
such Participant's employment or other relationship with the Company or any
Subsidiary, as the case may be, at any time.
Section 10. AMENDMENT OF THE PLAN. The Board of Directors may amend the
Plan from time to time as it deems desirable; PROVIDED, HOWEVER, that, without
the approval of the holders of a majority of the outstanding stock of the
Company entitled to vote thereon at a meeting, the Board of Directors may not
amend the Plan (i) to increase MATERIALLY THE BENEFITS ACCRUING TO PARTICIPANTS
UNDER THE PLAN, (ii) to increase MATERIALLY (except for increases due to
adjustments in accordance with Section 8 hereof) the aggregate number of shares
of Common Stock for which Options and/or Awards may be granted hereunder OR
(iii) TO MODIFY MATERIALLY THE REQUIREMENTS AS TO ELIGIBILITY FOR PARTICIPATION
IN THE PLAN.
Section 11. TERMINATION OF THE PLAN. The Board of Directors may
terminate the Plan at any time. Unless the Plan shall theretofore have been
terminated by the Board of Directors, the Plan shall terminate ten years after
the date of its initial adoption by the Board of Directors. No Option and/or
Award may be granted hereunder after termination of the Plan. The termination
or amendment of the Plan shall not alter or impair any rights or obligations
under any Option and/or Award theretofore granted under the Plan.
Section 12. EFFECTIVE DATE OF THE PLAN. This Plan shall be effective as
of September 20, 1989, the date on which the Plan was adopted by the Board of
Directors of the Company and approved by the written consent of holders of a
majority of the outstanding common stock of the Company.
* * * * *
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ATTACHMENT A
AMENDMENTS TO SECTION 4.1
1. On November 12, 1992 the Stockholders approved, at the Annual Meeting, an
additional 800,000 shares of Common Stock for a total number of shares of
Common Stock for which Options and/or Awards may be granted under this Plan
not to exceed, in the aggregate, 2,497,500.
2. On November 9, 1993 the Stockholders approved, at the Annual Meeting, an
additional 800,000 shares of Common Stock for a total number of shares of
Common Stock for which Options and/or Awards may be granted under this Plan
not to exceed, in the aggregate, 3,297,500.
3. On November 15, 1994 the Stockholders approved, at the Annual Meeting, an
additional 600,000 shares of Common Stock for a total number of shares of
Common Stock for which Options and/or Awards may be granted under this Plan
not to exceed, in the aggregate, 3,897,500.
4. On March 29, 1995 the Stockholders approved, at a Special Meeting, an
additional 950,000 shares of Common Stock for a total number of shares of
Common Stock for which Options and/or Awards may be granted under this Plan
not to exceed, in the aggregate, 4,847,500.
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