1992 STOCK PLAN

 

                                MATRITECH, INC.

                                1992 STOCK PLAN
                                ---------------

                           (AS AMENDED JUNE 7, 1996)

   1.  PURPOSE.  This Amended and Restated 1992 Stock Plan (the "Plan") is
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intended to provide incentives: (a) to the officers and other employees of
Matritech, Inc. (the "Company"), its parent (if any) and any present or future
subsidiaries of the Company (collectively, "Related Corporations") by providing
them with opportunities to purchase stock in the Company pursuant to options
granted hereunder which qualify as "incentive stock options" under Section
422(b) of the Internal Revenue Code of 1986, as amended (the "Code") ("ISO" or
"ISOs"); (b) to directors, officers, employees and consultants of the Company
and Related Corporations by providing them with opportunities to purchase stock
in the Company pursuant to options granted hereunder which do not qualify as
ISOs ("Non-Qualified Option" or "Non-Qualified Options"); (c) to directors,
officers, employees and consultants of the Company and Related Corporations by
providing them with awards of stock in the Company ("Awards"); and (d) to
directors, officers, employees and consultants of the Company and Related
Corporations by providing them with opportunities to make direct purchases of
stock in the Company ("Purchases").  Both ISOs and Non-Qualified Options are
referred to hereafter individually as an "Option" and collectively as "Options".
Options, Awards and authorizations to make Purchases are referred to hereafter
collectively as "Stock Rights".  As used herein, the terms "parent" and
"subsidiary" mean "parent corporation" and "subsidiary corporation",
respectively, as those terms are defined in Section 424 of the Code.

   2.  ADMINISTRATION OF THE PLAN.
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       A.   BOARD OR COMMITTEE ADMINISTRATION.  The Plan shall be administered
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   by the Board of Directors of the Company (the "Board") or by a committee
   appointed by the Board (the "Committee"), comprised of, to the extent
   required by applicable regulations under Section 162(m) of the Code, two or
   more outside directors as defined in applicable regulations thereunder and to
   the extent required by Rule 16b-3 promulgated under the Securities Exchange
   Act of 1934 or any successor provision ("Rule 16b-3"), disinterested
   administrators.  Hereinafter, all references in this Plan to the "Committee"
   shall mean the Board if no Committee has been appointed.  Subject to
   ratification of the grant or authorization of each Stock Right by the Board
   (if so required by applicable state law), and subject to the terms of the
   Plan, the Committee shall have the authority to (i) determine the employees
   of the Company and Related Corporations (from among the class of employees
   eligible under paragraph 3 to receive ISOs) to whom ISOs may be granted, and
   to determine (from among the class of individuals and entities eligible 

   under paragraph 3 to receive Non-Qualified Options and Awards and to make
   Purchases) to whom Non-Qualified Options, Awards and authorizations to make
   Purchases may be granted; (ii) determine the time or times at which Options
   or Awards may be granted or Purchases made; (iii) determine the option price
   of shares subject to each Option, which price shall not be less than the
   minimum price specified in paragraph 6, and the purchase price of shares
   subject to each Purchase; (iv) determine whether each Option granted shall be
   an ISO or a Non-Qualified Option; (v) determine (subject to paragraph 7) the
   time or times when each Option shall become exercisable and the duration of
   the exercise period; (vi) determine whether restrictions such as repurchase
   options are to be imposed on shares subject to Options, Awards and Purchases
   and the nature of such restrictions, if any, and (vii) interpret the Plan and
   prescribe and rescind rules and regulations relating to it. If the Committee
   determines to issue a Non-Qualified Option, it shall take whatever actions it
   deems necessary, under Section 422 of the Code and the regulations
   promulgated thereunder, to ensure that such Option is not treated as an ISO.
   The interpretation and construction by the Committee of any provisions of the
   Plan or of any Stock Right granted under it shall be final unless otherwise
   determined by the Board. The Committee may from time to time adopt such rules
   and regulations for carrying out the Plan as it may deem best. No member of
   the Board or the Committee shall be liable for any action or determination
   made in good faith with respect to the Plan or any Stock Right granted under
   it.

       B.   COMMITTEE ACTIONS.  The Committee may select one of its members as
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   its chairman, and shall hold meetings at such times and places as it may
   determine.  Acts by a majority of the Committee, or acts reduced to or
   approved in writing by a majority of the members of the Committee (if
   consistent with applicable state law), shall be the valid acts of the
   Committee.  From time to time the Board may increase the size of the
   Committee and appoint additional members thereof, remove members (with or
   without cause) and appoint new members in substitution therefor, fill
   vacancies however caused, or remove all members of the Committee and
   thereafter directly administer the Plan.

       C.   GRANT OF STOCK RIGHTS TO BOARD MEMBERS.  Stock Rights may be granted
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   to members of the Board consistent with the provisions of the first sentence
   of paragraph 2(A) above, if applicable.  All grants of Stock Rights to
   members of the Board shall in all other respects be made in accordance with
   the provisions of this Plan applicable to other eligible persons.  Consistent
   with the provisions of the first sentence of paragraph 2(A) above, members of
   the Board who are either (i) eligible for Stock Rights pursuant to the Plan
   or (ii) have been granted Stock Rights may vote on any matters affecting the
   administration of the Plan or the grant of any Stock Rights pursuant to the
   Plan, except that no such member shall act upon the granting to himself of
   Stock Rights, but any such member may be counted in determining the existence
   of a quorum at any meeting of the Board during which action is taken with
   respect to the granting to him of Stock Rights.

   3.  ELIGIBLE EMPLOYEES AND OTHERS.  ISOs may be granted to any employee of
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the Company or any Related Corporation.  Those officers and directors of the
Company who are not employees may not be granted ISOs under the Plan.  Non-
Qualified Options, Awards and authorizations to make Purchases may be granted to
any employee, officer or director (whether or not also an employee) or
consultant of the Company or any Related Corporation.  The Committee may take
into consideration a recipient's individual circumstances in determining whether
to grant an ISO, a Non-Qualified Option, an Award or an authorization to make a
Purchase.  Granting of any Stock Right to any individual or entity shall neither
entitle that individual or entity to, nor disqualify him from, participation in
any other grant of Stock Rights.

   4.  STOCK.  The stock subject to Options, Awards and Purchases shall be
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authorized but unissued shares of Common Stock of the Company, par value $.01
per share (the "Common Stock"), or shares of Common Stock reacquired by the
Company in any manner.  The aggregate number of shares which may be issued
pursuant to the Plan is    1,000,000    625,000, subject to adjustment as
provided in paragraph 13; provided, however, that such number of shares shall
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not be subject to adjustment by reason of the 9.1 for one stock split in the
form of a stock dividend declared by the Board of Directors of the Company at a
meeting on March 2, 1992.  Any such shares may be issued as ISOs, Non-Qualified
Options or Awards, or to persons or entities making Purchases, so long as the
number of shares so issued does not exceed such number, as adjusted.  If any
Stock Right granted under the Plan shall expire or terminate for any reason
without having been exercised in full or shall cease for any reason to be
exercisable in whole or in part, the unissued shares subject to such Stock
Options shall again be available for grants of Stock Rights under the Plan.  For
the purposes of the foregoing sentence, shares withheld from the Stock Right
exercise to pay the exercise price and/or tax consequences of the exercise shall
be deemed to have been issued.

   No employee of the Company or any Related Corporation may be granted Options
to acquire, in the aggregate, more than 300,000 shares of Common Stock under the
Plan.  If any Option granted under the Plan shall expire or terminate for any
reason without having been exercised in full or shall cease for any reason to be
exercisable in whole or in part, the unpurchased shares subject to such Option
shall be included in the determination of the aggregate number of shares of
Common Stock deemed to have been granted to such employee under the Plan.

   5.  GRANTING OF STOCK RIGHTS.  Stock Rights may be granted under the Plan at
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any time after the effective date of the Company's initial public offering, and
prior to March 2, 2002.  The date of grant of a Stock Right under the Plan will
be the date specified by the Committee at the time it grants the Stock Right;
provided, however, that such date shall not be prior to the date on which the
Committee acts to approve the grant.  The Committee shall have the right, with
the consent of the optionee, to convert an ISO granted under the Plan to a Non-
Qualified Option pursuant to paragraph 16.

   6.  MINIMUM OPTION PRICE; ISO LIMITATIONS.
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       A.   PRICE FOR NON-QUALIFIED OPTIONS, AWARDS AND PURCHASES.  The exercise
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   price per share specified in the agreement relating to each Non-Qualified
   Option granted, and the purchase price per share of stock granted in any
   Award or authorized as a Purchase, under the Plan shall in no event be less
   than the minimum legal consideration required therefor under the laws of
   Delaware or the laws of any jurisdiction in which the Company or its
   successors in interest may be organized.

       B.   PRICE FOR ISOS.  The exercise price per share specified in the
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   agreement relating to each ISO granted under the Plan shall not be less than
   the fair market value per share of Common Stock on the date of such grant.
   In the case of an ISO to be granted to an employee owning stock possessing
   more than ten percent (10%) of the total combined voting power of all classes
   of stock of the Company or any Related Corporation, the price per share
   specified in the agreement relating to such ISO shall not be less than one
   hundred ten percent (110%) of the fair market value per share of Common Stock
   on the date of grant.

       C.   $100,000 ANNUAL LIMITATION ON ISOS.  Each eligible employee may be
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   granted ISOs only to the extent that, in the aggregate under this Plan and
   all incentive stock option plans of the Company and any Related Corporation,
   such ISOs do not become exercisable for the first time by such employee
   during any calendar year in a manner which would entitle the employee to
   purchase more than $100,000 in fair market value (determined at the time the
   ISOs were granted) of Common Stock in that year.  Any options granted to an
   employee in excess of such amount will be granted as Non-Qualified Options.

       D.  DETERMINATION OF FAIR MARKET VALUE.  If, at the time an Option is
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   granted under the Plan, the Company's Common Stock is publicly traded, "fair
   market value" shall be determined as of the last business day for which the
   prices or quotes discussed in this sentence are available prior to the date
   such Option is granted and shall mean (i) the average (on that date) of the
   high and low prices of the Common Stock on the principal national securities
   exchange on which the Common Stock is traded, if the Common Stock is then
   traded on a national securities exchange; or (ii) the last reported sale
   price (on that date) of the Common Stock on the NASDAQ National Market List,
   if the Common Stock is not then traded on a national securities exchange; or
   (iii) the closing bid price (or average of bid prices) last quoted (on that
   date) by an established quotation service for over-the-counter securities, if
   the Common Stock is not reported on the NASDAQ National Market List.
   However, if the Common Stock is not publicly traded at the time an Option is
   granted under the Plan, "fair market value" shall be deemed to be the fair
   value of the Common Stock as determined by the Committee after taking into
   consideration all factors which it deems appropriate, including, without
   limitation, recent sale and offer prices of the Common Stock in private
   transactions negotiated at arm's length.

   7.  OPTION DURATION.  Subject to earlier termination as provided in
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paragraphs 9 and 10, each Option shall expire on the date specified by the
Committee, but not more than (i) ten years and one day from the date of grant in
the case of Non-Qualified Options, (ii) ten years from the date of grant in the
case of ISOs generally, and (iii) five years from the date of grant in the case
of ISOs granted to an employee owning stock possessing more than ten percent
(10%) of the total combined voting power of all classes of stock of the Company
or any Related Corporation.  Subject to earlier termination as provided in
paragraphs 9 and 10, the term of each ISO shall be the term set forth in the
original instrument granting such ISO, except with respect to any part of such
ISO that is converted into a Non-Qualified Option pursuant to paragraph 16.

   8.  EXERCISE OF OPTION.  Subject to the provisions of paragraphs  9 through
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12, each Option granted under the Plan shall be exercisable as follows:

       A.   VESTING.  The Option shall either be fully exercisable on the date
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   of grant or shall become exercisable thereafter in such installments as the
   Committee may specify.

       B.   FULL VESTING OF INSTALLMENTS.  Once an installment becomes
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   exercisable it shall remain exercisable until expiration or termination of
   the Option, unless otherwise specified by the Committee.

       C.   PARTIAL EXERCISE.  Each Option or installment may be exercised at
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   any time or from time to time, in whole or in part, for up to the total
   number of shares with respect to which it is then exercisable.

       D.   ACCELERATION OF VESTING.  The Committee shall have the right to
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   accelerate the date of exercise of any installment of any Option; provided
   that the Committee shall not, without the consent of an optionee, accelerate
   the exercise date of any installment of any Option granted to any employee as
   an ISO (and not previously converted into a Non-Qualified Option pursuant to
   paragraph 16) if such acceleration would violate the annual vesting
   limitation contained in Section 422(d) of the Code, as described in paragraph
   6(C).

   9.  TERMINATION OF EMPLOYMENT.  If an ISO optionee ceases to be employed by
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the Company and all Related Corporations other than by reason of death or
disability as defined in paragraph 10, no further installments of his ISOs shall
become exercisable, and his ISOs shall terminate after the passage of ninety
(90) days from the date of termination of his employment, but in no event later
than on their specified expiration dates, except to the extent that such ISOs
(or unexercised installments thereof) have been converted into Non-Qualified
Options pursuant to paragraph 16.  Employment shall be considered as continuing
uninterrupted during any bona fide leave of absence (such as those attributable
to illness, military obligations or governmental service) provided that the
period of such leave does not exceed 90 days or, if longer, any period during
which such optionee's right to reemployment is guaranteed by statute.  A bona
fide leave of absence with the written 

approval of the Committee shall not be considered an interruption of employment
under the Plan, provided that such written approval contractually obligates the
Company or any Related Corporation to continue the employment of the optionee
after the approved period of absence. ISOs granted under the Plan shall not be
affected by any change of employment within or among the Company and Related
Corporations, so long as the optionee continues to be an employee of the Company
or any Related Corporation. Nothing in the Plan shall be deemed to give any
grantee of any Stock Right the right to be retained in employment or other
service by the Company or any Related Corporation for any period of time.

   10.  DEATH; DISABILITY.
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       A.   DEATH.  If an ISO optionee ceases to be employed by the Company and
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   all Related Corporations by reason of his death, any ISO of his may be
   exercised, to the extent of the number of shares with respect to which he
   could have exercised it on the date of his death, by his estate, personal
   representative or beneficiary who has acquired the ISO by will or by the laws
   of descent and distribution, at any time prior to the earlier of the
   specified expiration date of the ISO or 180 days from the date of the
   optionee's death.

       B.   DISABILITY.  If an ISO optionee ceases to be employed by the Company
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   and all Related Corporations by reason of his disability, he shall have the
   right to exercise any ISO held by him on the date of termination of
   employment, to the extent of the number of shares with respect to which he
   could have exercised it on that date, at any time prior to the earlier of the
   specified expiration date of the ISO or 180 days from the date of the
   termination of the optionee's employment.  For the purposes of the Plan, the
   term "disability" shall mean "permanent and total disability" as defined in
   Section 22(e)(3) of the Code or successor statute.

   11. ASSIGNABILITY.  No Option shall be assignable or transferable by the
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optionee except by will or by the laws of descent and distribution.  During the
lifetime of the optionee each Option shall be exercisable only by him.

   12. TERMS AND CONDITIONS OF OPTIONS.  Options shall be evidenced by
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instruments (which need not be identical) in such forms as the Committee may
from time to time approve.  Such instruments shall conform to the terms and
conditions set forth in paragraphs 6 through 11 hereof and may contain such
other provisions as the Committee deems advisable which are not inconsistent
with the Plan, including restrictions applicable to shares of Common Stock
issuable upon exercise of Options.  In granting any Non-Qualified Option, the
Committee may specify that such Non-Qualified Option shall be subject to the
restrictions set forth herein with respect to ISOs, or to such other termination
and cancellation provisions as the Committee may determine.  The Committee may
from time to time confer authority and responsibility on one or more of its own
members and/or one or more officers of the Company to execute and deliver such
instruments. The proper officers of the Company are authorized and directed to
take any 

and all action necessary or advisable from time to time to carry out the terms
of such instruments.

   13. ADJUSTMENTS.  Upon the occurrence of any of the following events, an
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optionee's rights with respect to Options granted to him hereunder shall be
adjusted as hereinafter provided, unless otherwise specifically provided in the
written agreement between the optionee and the Company relating to such Option:

       A.   STOCK DIVIDENDS AND STOCK SPLITS.  If the shares of Common Stock
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   shall be subdivided or combined into a greater or smaller number of shares or
   if the Company shall issue any shares of Common Stock as a stock dividend on
   its outstanding Common Stock, the number of shares of Common Stock
   deliverable upon the exercise of Options shall be appropriately increased or
   decreased proportionately, and appropriate adjustments shall be made in the
   purchase price per share to reflect such subdivision, combination or stock
   dividend.

       B.   CONSOLIDATIONS OR MERGERS.  If the Company is to be consolidated
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   with or acquired by another entity in a merger, sale of all or substantially
   all of the Company's assets or otherwise (an "Acquisition"), the Committee or
   the board of directors of any entity assuming the obligations of the Company
   hereunder (the "Successor Board"), shall, as to outstanding Options, either
   (i) make appropriate provision for the continuation of such Options by
   substituting on an equitable basis for the shares then subject to such
   Options the consideration payable with respect to the outstanding shares of
   Common Stock in connection with the Acquisition; or (ii) upon written notice
   to the optionees, provide that all Options must be exercised, to the extent
   then exercisable, within a specified number of days of the date of such
   notice, at the end of which period the Options shall terminate; or (iii)
   terminate all Options in exchange for a cash payment equal to the excess of
   the fair market value of the shares subject to such Options (to the extent
   then exercisable) over the exercise price thereof.

       C.   RECAPITALIZATION OR REORGANIZATION.  In the event of a
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   recapitalization or reorganization of the Company (other than a transaction
   described in subparagraph B above) pursuant to which securities of the
   Company or of another corporation are issued with respect to the outstanding
   shares of Common Stock, an optionee upon exercising an Option shall be
   entitled to receive for the purchase price paid upon such exercise the
   securities he would have received if he had exercised his Option prior to
   such recapitalization or reorganization.

       D.   MODIFICATION OF ISOS.  Notwithstanding the foregoing, any
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   adjustments made pursuant to subparagraphs A, B or C with respect to ISOs
   shall be made only after the Committee, after consulting with counsel for the
   Company, determines whether such adjustments would constitute a
   "modification" of such ISOs (as that term is defined in Section 424 of the
   Code) or would cause any adverse tax consequences for the holders of such
   ISOs.  If the Committee determines that such 

   adjustments made with respect to ISOs would constitute a modification of such
   ISOs, it may refrain from making such adjustments.

       E.   DISSOLUTION OR LIQUIDATION.  In the event of the proposed
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   dissolution or liquidation of the Company, each Option will terminate
   immediately prior to the consummation of such proposed action or at such
   other time and subject to such other conditions as shall be determined by the
   Committee.

       F.   ISSUANCES OF SECURITIES.  Except as expressly provided herein, no
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   issuance by the Company of shares of stock of any class, or securities
   convertible into shares of stock of any class, shall affect, and no
   adjustment by reason thereof shall be made with respect to, the number or
   price of shares subject to Options.  No adjustments shall be made for
   dividends paid in cash or in property other than securities of the Company.

       G.   FRACTIONAL SHARES.  No fractional shares shall be issued under the
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   Plan and the optionee shall receive from the Company cash in lieu of such
   fractional shares.

       H.   ADJUSTMENTS.  Upon the happening of any of the events described in
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   subparagraphs A, B or C above, the class and aggregate number of shares set
   forth in paragraph 4 hereof that are subject to Stock Rights which previously
   have been or subsequently may be granted under the Plan shall also be
   appropriately adjusted to reflect the events described in such subparagraphs.
   The Committee or the Successor Board shall determine the specific adjustments
   to be made under this paragraph 13 and, subject to paragraph 2, its
   determination shall be conclusive.

   If any person or entity owning restricted Common Stock obtained by exercise
of a Stock Right made hereunder receives shares or securities or cash in
connection with a corporate transaction described in subparagraphs A, B or C
above as a result of owning such restricted Common Stock, such shares or
securities or cash shall be subject to all of the conditions and restrictions
applicable to the restricted Common Stock with respect to which such shares or
securities or cash were issued, unless otherwise determined by the Committee or
the Successor Board.

   14. MEANS OF EXERCISING STOCK RIGHTS.  A Stock Right (or any part or
       --------------------------------                                
installment thereof) shall be exercised by giving written notice to the Company
at its principal office address.  Such notice shall identify the Stock Right
being exercised and specify the number of shares as to which such Stock Right is
being exercised, accompanied by full payment of the purchase price therefor (a)
in United States dollars in cash or by check,  (b) at the discretion of the
Committee, through delivery or withholding from the Stock Right exercise of
shares of Common Stock having a fair market value equal as of the date of the
exercise to the cash exercise price of the Stock Right, (c) at the discretion of
the Committee, by delivery of the grantee's personal recourse note bearing
interest payable not less than annually at no less than 100% of the lowest
applicable Federal rate, as 

defined in Section 1274(d) of the Code, (d) at the discretion of the Committee
and consistent with applicable law, through the delivery of an assignment to the
Company of a sufficient amount of the proceeds from the sale of the Common Stock
acquired upon exercise of the Stock Right and an authorization to the broker or
selling agent to pay that amount to the Company, which sale shall be at the
participant's direction at the time of exercise, or (e) at the discretion of the
Committee, by any combination of (a), (b), (c) and (d) above. If the Committee
exercises its discretion to permit payment of the exercise price of an ISO by
means of the methods set forth in clauses (b), (c), (d) or (e) of the preceding
sentence, such discretion shall be exercised in writing at the time of the grant
of the ISO in question. The holder of a Stock Right shall not have the rights of
a shareholder with respect to the shares covered by his Stock Right until the
date of issuance of a stock certificate to him for such shares. Except as
expressly provided above in paragraph 13 with respect to changes in
capitalization and stock dividends, no adjustment shall be made for dividends or
similar rights for which the record date is before the date such stock
certificate is issued.

   15. TERM AND AMENDMENT OF PLAN.  This Plan was adopted by the Board of
       --------------------------                                        
Directors and Stockholders of the Company on March 2, 1992. The Plan shall
expire at the end of the day on March 2, 2002 (except as to Options outstanding
on that date). The Board may terminate or amend the Plan in any respect at any
time, except that, without the approval of the stockholders obtained within 12
months before or after the Board adopts a resolution authorizing any of the
following actions: (a) the total number of shares that may be issued under the
Plan may not be increased materially (except by adjustment pursuant to paragraph
13); (b) the benefits accruing to participants under the Plan may not be
materially increased; (c) the requirements as to eligibility for participation
in the Plan may not be materially modified; (d) the provisions of paragraph 3
regarding eligibility for grants of ISOs may not be modified; (e) the provisions
of paragraph 6(B) regarding the exercise price at which shares may be offered
pursuant to ISOs may not be modified (except by adjustment pursuant to paragraph
13); (f) the expiration date of the Plan may not be extended; and (g) the Board
may not take any action which would cause the Plan to fail to comply with Rule
16b-3. Except as otherwise provided in this paragraph 15, in no event may action
of the Board or stockholders alter or impair the rights of a grantee, without
his consent, under any Stock Right previously granted to him.

   16.   CONVERSION OF ISOS INTO NON-QUALIFIED OPTIONS; TERMINATION OF ISOS.
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The Committee, at the written request of any optionee, may in its discretion
take such actions as may be necessary to convert such optionee's ISOs (or any
installments or portions of installments thereof) that have not been exercised
on the date of conversion into Non-Qualified Options at any time prior to the
expiration of such ISOs, regardless of whether the optionee is an employee of
the Company or a Related Corporation at the time of such conversion.  Such
actions may include, but not be limited to, extending the exercise period or
reducing the exercise price of the appropriate installments of such ISOs.  At
the time of such conversion, the Committee (with the consent of the optionee)
may impose such conditions on the exercise of the resulting Non-Qualified
Options as the Committee 

in its discretion may determine, provided that such conditions shall not be
inconsistent with this Plan. Nothing in the Plan shall be deemed to give any
optionee the right to have such optionee's ISOs converted into Non-Qualified
Options, and no such conversion shall occur until and unless the Committee takes
appropriate action. The Committee, with the consent of the optionee, may also
terminate any portion of any ISO that has not been exercised at the time of such
termination.

   17. APPLICATION OF FUNDS.  The proceeds received by the Company from the sale
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of shares pursuant to Options granted and Purchases authorized under the Plan
shall be used for general corporate purposes.

   18. GOVERNMENTAL REGULATION.  The Company's obligation to sell and deliver
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shares of the Common Stock under this Plan is subject to the approval of any
governmental authority required in connection with the authorization, issuance
or sale of such shares.

   19. WITHHOLDING OF ADDITIONAL INCOME TAXES.  Upon the exercise of a Non-
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Qualified Option, the grant of an Award, the making of a Purchase of Common
Stock for less than its fair market value, the making of a Disqualifying
Disposition (as defined in paragraph 20) or the vesting of restricted Common
Stock acquired on the exercise of a Stock Right hereunder, the Company, in
accordance with Section 3402(a) of the Code, may require the optionee, Award
recipient or purchaser to pay additional withholding taxes in respect of the
amount that is considered compensation includible in such person's gross income.
The Committee in its discretion may condition (i) the exercise of an Option,
(ii) the grant of an Award, (iii) the making of a Purchase of Common Stock for
less than its fair market value, or (iv) the vesting of restricted Common Stock
acquired by exercising a Stock Right, on the grantee's payment of such
additional withholding taxes.  Payment of such additional withholding taxes
shall be in United States dollars in cash or by check and/or at the discretion
of the Committee, through the delivery of previously held shares of common stock
or withholding from the Stock Right exercise of shares of Common Stock having a
fair market value equal as of the date of exercise to the amount of such
withholding taxes.

   20. NOTICE TO COMPANY OF DISQUALIFYING DISPOSITION.  Each employee who
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receives an ISO must agree to notify the Company in writing immediately after
the employee makes a Disqualifying Disposition of any Common Stock acquired
pursuant to the exercise of an ISO.  A Disqualifying Disposition is any
disposition (including any sale) of such Common Stock before the later of (a)
two years after the date the employee was granted the ISO, or (b) one year after
the date the employee acquired Common Stock by exercising the ISO.  If the
employee has died before such stock is sold, these holding period requirements
do not apply and no Disqualifying Disposition can occur thereafter.

   21. GOVERNING LAW; CONSTRUCTION.  The validity and construction of the Plan
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and the instruments evidencing Stock Rights shall be governed by the laws of the
State of Delaware, or the laws of any jurisdiction in which the Company or its
successors in 

interest may be organized. In construing this Plan, the singular shall include
the plural and the masculine gender shall include the feminine and neuter,
unless the context otherwise requires.

 

Basic Info X:

Name: 1992 STOCK PLAN
Type: Stock Plan
Date: Aug. 9, 1996
Company: MZT Holdings, Inc.
State: Delaware

Other info:

Date:

  • JUNE 7 , 1996
  • March 2 , 1992
  • March 2 , 2002

Organization:

  • Matritech , Inc.
  • Company and Related Corporations
  • Board if no Committee
  • Board of Directors of the Company
  • NASDAQ National Market List
  • State of Delaware

Location:

  • Delaware
  • United States

Money:

  • $ .01
  • $ 100,000

Percent:

  • ten percent 110 %
  • 100 %