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(b)    Stockholder Approval.  The Board may, in its sole discretion, submit any other amendment to the Plan for
            stockholder approval, including, but not limited to, amendments to the Plan intended to satisfy the requirements of Section
            162(m) of the Code and the regulations thereunder regarding the exclusion of performance-based compensation from the
            limit on corporate deductibility of compensation paid to certain executive officers.

                   (c)    Contemplated Amendments.  It is expressly contemplated that the Board may amend the Plan in any
            respect the Board deems necessary or advisable to provide eligible Employees with the maximum benefits provided or to be
            provided under the provisions of the Code and the regulations promulgated thereunder relating to Incentive Stock Options or
            to bring the Plan or Incentive Stock Options granted under it into compliance therewith.

                   (d)    No Impairment of Rights.  Rights under any Stock Award granted before amendment of the Plan shall not
            be impaired by any amendment of the Plan unless the Participant consents thereto in writing.

                   (e)    Amendment of Stock Awards.  The Board at any time, and from time to time, may amend the terms of
            any one or more Stock Awards; provided, however, that the rights under any Stock Award shall not be impaired by any such
            amendment unless the Participant consents thereto in writing.


            13.    TERMINATION OR SUSPENSION OF THE PLAN.
                   (a)    Plan Term.  Unless sooner terminated by the Board pursuant to Section 3, the Plan shall automatically
            terminate on the day before the tenth anniversary of the date the Plan is adopted by the Board. No Stock Awards may be
            granted under the Plan while the Plan is suspended or after it is terminated.

                   (b)    No Impairment of Rights.  Suspension or termination of the Plan shall not impair rights and obligations
            under any Stock Award granted while the Plan is in effect except with the written consent of the Participant.


            14.    EFFECTIVE DATE OF PLAN.
               The Plan shall become effective upon approval of the stockholders of the Company, provided that such approval is
            received before the expiration of one year from the date the Plan is approved by the Board of Directors, and provided further
            that the Board of Directors may grant Options (but not award bonus stock, restricted stock, or stock appreciation rights)
            pursuant to the Plan prior to stockholder approval if the exercise of such Options by its terms is contingent upon stockholder
            approval of the Plan as provided above.


            15.    CHOICE OF LAW.
               The law of the State of Nevada shall govern all questions concerning the construction, validity and interpretation of this
            Plan, without regard to the choice of law rules.






























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