AMENDED AND RESTATED 1994 STOCK OPTION PLAN

 

                                 EXHIBIT 10.4

                  AMENDED AND RESTATED 1994 STOCK OPTION PLAN

                                       OF

                        SPECIALTY TELECONSTRUCTORS, INC.

   1.  Purpose of Plan.  This Amended and Restated 1994 Stock Option Plan
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("Plan") is intended to encourage ownership of the common stock of SPECIALTY
TELECONSTRUCTORS, INC. ("Company") by certain officers, directors, employees and
advisors of the Company or any Subsidiary or Subsidiaries of the Company (as
hereinafter defined) in order to provide additional incentive for such persons
to promote the success and the business of the Company or its Subsidiaries and
to encourage them to remain in the employ of the Company or its Subsidiaries by
providing such persons an opportunity to benefit from any appreciation of the
common stock of the Company through the issuance of stock options and related
stock appreciation rights to such persons in accordance with the terms of the
Plan.  It is further intended that options granted pursuant to this Plan shall
constitute either incentive stock options ("Incentive Options") within the
meaning of Section 422 (formerly Section 422A) of the Internal Revenue Code of
1986, as amended ("Code"), or options which do not constitute Incentive Options
("Nonqualified Options") as determined by the Committee (as hereinafter defined)
at the time of issuance of such options.  Incentive Options, Nonqualified
Options and Reload Options (as defined in Section 11 hereof) are herein
sometimes referred to collectively as "Options".  As used herein, the term
Subsidiary or Subsidiaries shall mean any corporation (other than the employer
corporation) in an unbroken chain of corporations beginning with the employer
corporation if, at the time of granting of the Option, each of the corporations
other than the last corporation in the unbroken chain owns stock possessing
fifty percent (50%) or more of the total combined voting power of all classes of
stock in one of the other corporations in such chain.

   2.  Stock Subject to the Plan.  Subject to adjustment as provided in Section
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14 hereof, there will be reserved for the use upon the exercise of Options to be
granted from time to time under the Plan, an aggregate of four hundred thousand
(400,000) shares of the common stock, no par value, of the Company ("Common
Stock"), which shares in whole or in part shall be authorized, but unissued,
shares of the Common Stock or issued shares of Common Stock which shall have
been reacquired by the Company as determined from time to time by the Board of
Directors of the Company ("Board of Directors").  To determine the number of
shares of Common Stock available at any time for the granting of Options under
the Plan, there shall be deducted from the total number of reserved shares of
Common Stock, the number of shares of Common Stock in respect of which Options
have been granted pursuant to the Plan which remain outstanding or which have
been exercised.  If and to the extent that any Option to purchase reserved
shares shall not be exercised by the optionee for any reason or if such Option
to purchase shall terminate as provided herein, such shares which have not been
so purchased hereunder shall again become available for the purposes of the Plan
unless the Plan shall have been terminated, but such unpurchased shares shall
not be deemed to increase the aggregate number of shares specified above to be
reserved for purposes of the Plan (subject to adjustment as provided in Section
14 hereof).

   3.  Administration of the Plan.
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       (a)  General.  The Plan shall be administered by a Compensation Committee
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     ("Committee") appointed by the Board of Directors, which Committee shall
     consist of not less than two (2) members of the Board of Directors who are
     not eligible to participate in the Plan, and have not, for a period of at
     least one (1) year prior thereto been eligible to 

AMENDED AND RESTATED 1994 STOCK OPTION PLAN Page 1

     participate in the Plan, except that if at any time there shall be less
     than two (2) directors who are qualified to serve on the Committee, then
     the Plan shall be administered by the full Board of Directors. All
     references in this Plan to the Committee shall be deemed to refer instead
     to the full Board of Directors at any time there is not a committee of two
     (2) members qualified to act hereunder. The Board of Directors may from
     time to time appoint members of the Committee in substitution for or in
     addition to members previously appointed and may fill vacancies, however
     caused, in the Committee. If the Board of Directors does not designate a
     Chairman of the Committee, the Committee shall select one of its members as
     its Chairman. The Committee shall hold its meetings at such times and
     places as it shall deem advisable. A majority of its members shall
     constitute a quorum. Any action of the Committee shall be taken by a
     majority vote of its members at a meeting at which a quorum is present.
     Notwithstanding the preceding, any action of the Committee may be taken
     without a meeting by a written consent signed by all of the members, and
     any action so taken shall be deemed fully as effective as if it had been
     taken by a vote of the members present in person at the meeting duly called
     and held. The Committee may appoint a Secretary, shall keep minutes of its
     meetings, and shall make such rules and regulations for the conduct of its
     business as it shall deem advisable.

       The Committee shall have the sole authority and power, subject to the
     express provisions and limitations of the Plan, to construe the Plan and
     option agreements granted hereunder, and to adopt, prescribe, amend, and
     rescind rules and regulations relating to the Plan, and to make all
     determinations necessary or advisable for administering the Plan,
     including, but not limited to, (i) who shall be granted Options under the
     Plan, (ii) the term of each Option, (iii) the number of shares covered by
     such Option, (iv) whether the Option shall constitute an Incentive Option
     or a Nonqualified Option or a Reload Option, (v) the exercise price for the
     purchase of the shares of the Common Stock covered by the Option, (vi) the
     period during which the Option may be exercised, (vii) whether the right to
     purchase the number of shares covered by the Option shall be fully vested
     on issuance of the Option so that such shares may be purchased in full at
     one time or whether the right to purchase such shares shall become vested
     over a period of time so that such shares may only be purchased in
     installments, and (viii) the time or times at which Options shall be
     granted.  The Committee's determinations under the Plan, including the
     above enumerated determinations, need not be uniform and may be made by it
     selectively among the persons who receive, or are eligible to receive,
     Options under the Plan, whether or not such persons are similarly situated.

       The interpretation by the Committee of any provision of the Plan or of
     any option agreement entered into hereunder with respect to any Incentive
     Option shall be in accordance with Section 422 of the Code and the
     regulations issued thereunder, as such section or regulations may be
     amended from time to time, in order that the rights granted hereunder and
     under said option agreements shall constitute "Incentive Stock Options"
     within the meaning of such section.  The interpretation and construction by
     the Committee of any provision of the Plan or of any Option granted
     hereunder shall be final and conclusive, unless otherwise determined by the
     Board of Directors.  No member of the Board of Directors or the Committee
     shall be liable for any action or determination made in good faith with
     respect to the Plan or any Option granted under it.  Upon issuing an Option
     under the Plan, the Committee shall report to the Board of Directors the
     name of the person granted the Option, whether the Option is an Incentive
     Option or a Nonqualified Option, the number of shares of Common Stock
     covered by the Option, and the terms and conditions of such Option.

       (b)  Changes in Law Applicable.  If the laws relating to Incentive
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     Options or Nonqualified Options are changed, altered or amended during 

AMENDED AND RESTATED 1994 STOCK OPTION PLAN Page 2

     the term of the Plan, the Board of Directors shall have full authority and
     power to alter or amend the Plan with respect to Incentive Options or
     Nonqualified Options, respectively, to conform to such changes in the law
     without the necessity of obtaining further stockholder approval, unless the
     changes require such approval.

   4.  Types of Awards Under the Plan.  Awards under the Plan may be in the form
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of either Options, alternate stock appreciation rights (as described in Section
10 hereof), or a combination thereof.

   5.  Persons to Whom Options Shall be Granted.
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       (a)  Nonqualified Options.  Nonqualified Options shall be granted only to
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     officers, directors (other than "Outside Directors" of the Company or a
     Subsidiary [as hereinafter defined]), employees and advisors of the Company
     or a Subsidiary who, in the judgment of the Committee, are responsible for
     or contribute to the management or success of the Company or a Subsidiary
     and who, at the time of the granting of the Nonqualified Options, are
     either officers, directors (other than Outside Directors), employees or
     advisors of the Company or a Subsidiary.  As used herein, the term "Outside
     Director" shall mean any director of the Company or a Subsidiary who is not
     an employee of the Company or a Subsidiary.

       (b)  Incentive Options.  Incentive Options shall be granted only to
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     employees of the Company or a Subsidiary who, in the judgment of the
     Committee, are responsible for or contribute to the management or success
     of the Company or a Subsidiary and who, at the time of the granting of the
     Incentive Option are either an employee of the Company or a Subsidiary.
     Subject to the provisions of Section 8(g) hereof, no individual shall be
     granted an Incentive Option who, immediately before such Incentive Option
     was granted, would own more than ten percent (10%) of the total combined
     voting power or value of all classes of stock of the Company ("10%
     Stockholder").

   6.  Factors to Be Considered in Granting Options.  In making any
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determination as to persons to whom Options shall be granted and as to the
number of shares to be covered by such Options, the Committee shall take into
account the duties and responsibilities of the respective officers, directors,
employees, or advisors, their current and potential contributions to the success
of the Company or a Subsidiary, and such other factors as the Committee shall
deem relevant in connection with accomplishing the purpose of the Plan.

   7.  Time of Granting Options.  Neither anything contained in the Plan or in
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any resolution adopted or to be adopted by the Board of Directors or the
Stockholders of the Company or a Subsidiary nor any action taken by the
Committee shall constitute the granting of any Option.  The granting of an
Option shall be effected only when a written Option Agreement acceptable in form
and substance to the Committee, subject to the terms and conditions hereof
including those set forth in Section 8 hereof, shall have been duly executed and
delivered by or on behalf of the Company and the person to whom such Option
shall be granted.  No person shall have any rights under the Plan until such
time, if any, as a written Option Agreement shall have been duly executed and
delivered as set forth in this Section 7.

    8. Terms and Conditions of Options.  All Options granted pursuant to this
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Plan must be granted within ten (10) years from the date the Plan is adopted by
the Board of Directors of the Company.  Each Option Agreement governing an
Option granted hereunder shall be subject to at least the following terms and
conditions, and shall contain such other terms and conditions, not inconsistent
therewith, that the Committee shall deem appropriate:

       (a)  Number of Shares.  Each Option shall state the number of shares of
            ----------------                                                  
     Common Stock which it represents.

AMENDED AND RESTATED 1994 STOCK OPTION PLAN Page 3

       (b)  Type of Option.  Each Option shall state whether it is intended to
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     be an Incentive Option or a Nonqualified Option.

       (c)  Option Period.
            ------------- 

            (1)   General.  Each Option shall state the date upon which it is
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          granted.  Each Option shall be exercisable in whole or in part during
          such period as is provided under the terms of the Option subject to
          any vesting period set forth in the Option, but in no event shall an
          Option be exercisable either in whole or in part after the expiration
          of ten (10) years from the date of grant; provided, however, if an
          Incentive Option is granted to a 10% Stockholder, such Incentive
          Option shall not be exercisable more than five (5) years from the date
          of grant thereof.

            (2)   Termination of Employment.  Except as otherwise provided in
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          case of Disability (as hereinafter defined), death or Change of
          Control (as hereinafter defined), no Option shall be exercisable after
          an optionee who is an employee of the Company or a Subsidiary ceases
          to be employed by the Company or a Subsidiary as an employee;
          provided, however, that the Committee shall have the right in its sole
          discretion, but not the obligation, to extend the exercise period for
          not more than three (3) months following the date of termination of
          such optionee's employment; provided further, however, that no Option
          shall be exercisable after the expiration of ten (10) years from the
          date it is granted and provided further, no Incentive Option granted
          to a 10% Stockholder shall be exercisable after the expiration of five
          (5) years from the date it is granted.

            (3)   Cessation of Service as Director or Advisor.  In the event an
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          optionee who was a director or advisor of the Company or a Subsidiary
          ceases to be a director or advisor of the Company or a Subsidiary for
          any reason, other than Disability or death, prior to the full exercise
          of the Option, such optionee may exercise his Option at any time
          within ninety (90) days after such optionee's status as a director or
          advisor of the Company or a Subsidiary is so terminated to the extent
          he was entitled to exercise such Option at the date such optionee's
          status as a director or advisor of the Company or a Subsidiary
          terminated; provided, however, that no Option shall be exercisable
          after the expiration of ten (10) years from the date it is granted.

            (4)   Disability.  If an optionee's employment is terminated by
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          reason of the permanent and total Disability of such optionee or if an
          optionee who is a director or advisor of the Company or a Subsidiary
          ceases to serve as a director or advisor by reason of the permanent
          and total Disability of such optionee, the Committee shall have the
          right in its sole discretion, but not the obligation, to extend the
          exercise period for not more than one (1) year following the date of
          termination of the optionee's employment or the date such optionee
          ceases to be a director or advisor of the Company or a Subsidiary, as
          the case may be, subject to the condition that no Option shall be
          exercisable after the expiration of ten (10) years from the date it is
          granted and subject to the further condition that no Incentive Option
          granted to a 10% Stockholder shall be exercisable after the expiration
          of five (5) years from the date it is granted.  For purposes of this
          Plan, the term "Disability" shall mean the inability of the optionee
          to fulfill such optionee's obligations to the Company or a Subsidiary
          by reason of any physical or mental impairment which can be expected
          to result in death or which has lasted or can be expected to last for
          a continuous period of not less than twelve (12) months 

AMENDED AND RESTATED 1994 STOCK OPTION PLAN Page 4

          as determined by a physician acceptable to the Committee in its sole
          discretion.

            (5)   Death.  If an optionee dies while in the employ of the Company
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          or a Subsidiary, or while serving as a director or advisor of the
          Company or a Subsidiary, and shall not have fully exercised Options
          granted pursuant to the Plan, such Options may be exercised in whole
          or in part at any time within one (1) year after the optionee's death,
          by the executors or administrators of the optionee's estate or by any
          person or persons who shall have acquired the Options directly from
          the optionee by bequest or inheritance, but only to the extent that
          the optionee was entitled to exercise such Option at the date of such
          optionee's death, subject to the condition that no Option shall be
          exercisable after the expiration of ten (10) years from the date it is
          granted and subject to the further condition that no Incentive Option
          granted to a 10% Stockholder shall be exercisable after the expiration
          of five (5) years from the date it is granted.

            (6)   Acceleration and Exercise Upon Change of Control.
                  ------------------------------------------------  
          Notwithstanding the preceding provisions of this Section 8(c), if any
          Option granted under the Plan provides for either (a) an incremental
          vesting period whereby such Option may only be exercised in
          installments as such incremental vesting period is satisfied or (b) a
          delayed vesting period whereby such Option may only be exercised after
          the lapse of a specified period of time, such as after the expiration
          of one (1) year, such vesting period shall be accelerated upon the
          occurrence of a Change of Control (as hereinafter defined) of the
          Company, or a threatened Change of Control of the Company as
          determined by the Committee, so that such Option shall thereupon
          become exercisable immediately in part or its entirety by the holder
          thereof, as such holder shall elect.  For the purposes of this Plan, a
          "Change of Control" shall be deemed to have occurred if:

                 (i)   Any "person", including a "group" as determined in
               accordance with Section 13(d)(3) of the Securities Exchange Act
               of 1934 ("Exchange Act") and the Rules and Regulations
               promulgated thereunder, is or becomes, through one or a series of
               related transactions or through one or more intermediaries, the
               beneficial owner, directly or indirectly, of securities of the
               Company representing 25% or more of the combined voting power of
               the Company's then outstanding securities, other than a person
               who is such a beneficial owner on the effective date of the Plan
               and any affiliate of such person;

                 (ii)  As a result of, or in connection with, any tender offer
               or exchange offer, merger or other business combination, sale of
               assets or contested election, or any combination of the foregoing
               transactions ("Transaction"), the persons who were Directors of
               the Company before the Transaction shall cease to constitute a
               majority of the Board of Directors of the Company or any
               successor to the Company;

                 (iii) Following the effective date of the Plan, the Company is
               merged or consolidated with another corporation and as a result
               of such merger or consolidation less than 40% of the outstanding
               voting securities of the surviving or resulting corporation shall
               then be owned in the aggregate by the former stockholders of the
               Company, other than (x) any party to such merger or
               consolidation, or (y) any affiliates of any such party;

AMENDED AND RESTATED 1994 STOCK OPTION PLAN Page 5

                 (iv)  A tender offer or exchange offer is made and consummated
               for the ownership of securities of the Company representing 25%
               or more of the combined voting power of the Company's then
               outstanding voting securities; or

                 (v)   The Company transfers more than 50% of its assets, or the
               last of a series of transfers result in the transfer of more than
               50% of the assets of the Company, to another corporation that is
               not a wholly-owned corporation of the Company.  For purposes of
               this subsection 8(c)(6)(v), the determination of what constitutes
               more than 50% of the assets of the Company shall be determined
               based on the sum of the values attributed to (i) the Company's
               real property as determined by an independent appraisal thereof,
               and (ii) the net book value of all other assets of the Company,
               each taken as of the date of the Transaction involved.

               In addition, upon a Change of Control, any Options previously
          granted under the Plan to the extent not already exercised may be
          exercised in whole or in part either immediately or at any time during
          the term of the Option as such holder shall elect.

            (d)  Option Prices.
                 ------------- 

                 (1)   Nonqualified Options.  The purchase price or prices of
                       --------------------                                  
               the shares of the Common Stock which shall be offered to any
               person under the Plan and covered by a Nonqualified Option shall
               be the price determined by the Committee at the time of granting
               of the Nonqualified Option, which price may be less than, equal
               to or higher than one hundred percent (100%) of the fair market
               value of the Common Stock at the time of granting the
               Nonqualified Option.

                 (2)   Incentive Options.   The purchase price or prices of the
                       -----------------                                       
               shares of the Common Stock which shall be offered to any person
               under the Plan and covered by an Incentive Option shall be one
               hundred percent (100%) of the fair market value of the Common
               Stock at the time of granting the Incentive Option or such higher
               purchase price as may be determined by the Committee at the time
               of granting the Incentive Option; provided, however, if an
               Incentive Option is granted to a 10% Stockholder, the purchase
               price of the shares of the Common Stock of the Company covered by
               such Incentive Option may not be less than one hundred ten
               percent (110%) of the fair market value of such shares on the day
               the Incentive Option is granted.

                 (3)   Determination of Fair Market Value.  During such time as
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               the Common Stock of the Company is not listed upon an established
               stock exchange, the fair market value per share shall be deemed
               to be the closing sales price of the Common Stock on the National
               Association of Securities Dealers Automated Quotation System
               ("NASDAQ") on the day the Option is granted, as reported by
               NASDAQ, if the Common Stock is so quoted, and if not so quoted,
               the mean between dealer "bid" and "ask," prices of the Common
               Stock in the New York over-the-counter market on the day the
               Option is granted, as reported by the National Association of
               Securities Dealers, Inc.  If the Common Stock is listed upon an
               established stock exchange or exchanges, such fair market value
               shall be deemed to be the highest closing price of the Common
               Stock on such stock exchange or exchanges on the day the Option
               is granted or, if no sale of the Common Stock of the Company
               shall have been made on established stock exchange on such day,
               on the next preceding day on which there was a sale of such
               stock.  

AMENDED AND RESTATED 1994 STOCK OPTION PLAN Page 6

               If there is no market price for the Common Stock, then the Board
               of Directors and the Committee may, after taking all relevant
               facts into consideration, determine the fair market value of the
               Common Stock.

       (e)  Exercise of Options.  To the extent that a holder of an Option has a
            -------------------                                                 
     current right to exercise, the Option may be exercised from time to time by
     written notice to the Company at its principal place of business.  Such
     notice shall state the election to exercise the Option, the number of whole
     shares in respect of which it is being exercised, shall be signed by the
     person or persons so exercising the Option, and shall contain any
     investment representation required by Section 8(i) hereof.  Such notice
     shall be accompanied by payment of the full purchase price of such shares
     and by the Option Agreement evidencing the Option.  In addition, if the
     Option shall be exercised, pursuant to Section 8(c)(4) or Section 8(c)(5)
     hereof, by any person or persons other than the optionee, such notice shall
     also be accompanied by appropriate proof of the right of such person or
     persons to exercise the Option.  The Company shall deliver a certificate or
     certificates representing such shares as soon as practicable after the
     aforesaid notice and payment of such shares shall be received.  The
     certificate or certificates for the shares as to which the Option shall
     have been so exercised shall be registered in the  name of the person or
     persons so exercising the Option.  In the event the Option shall not be
     exercised in full, the Secretary of the Company shall endorse or cause to
     be endorsed on the Option the number of shares which has been exercised
     thereunder and the number of shares that remain exercisable under the
     Option and return such Option Agreement to the holder thereof.

       (f)  Nontransferability of Options.  An Option granted pursuant to the
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     Plan shall be exercisable only by the optionee or the optionee's court
     appointed guardian as set forth in Section 8(c)(4) hereof during the
     optionee's lifetime and shall not be assignable or transferable by the
     optionee otherwise than by Will or the laws of descent and distribution.
     An Option granted pursuant to the Plan shall not be assigned, pledged or
     hypothecated in any way (whether by operation of law or otherwise other
     than by Will or the laws of descent and distribution) and shall not be
     subject to execution, attachment, or similar process.  Any attempted
     transfer, assignment, pledge, hypothecation, or other disposition of any
     Option or of any rights granted thereunder contrary to the foregoing
     provisions of this Section 8(f), or the levy of any attachment or similar
     process upon an Option or such rights, shall be null and void.

       (g)  Limitations on 10% Stockholders.  No Incentive Option may be granted
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     under the Plan to any 10% Stockholder unless (i) such Incentive Option is
     granted at an option price not less than one hundred ten percent (110%) of
     the fair market value of the shares on the day the Incentive Option is
     granted and (ii) such Incentive Option expires on a date not later than
     five (5) years from the date the Incentive Option is granted.

       (h)  Limits on Vesting of Incentive Options.  An individual may be
            --------------------------------------                       
     granted one or more Incentive Options, provided that the aggregate fair
     market value (as determined at the time such Incentive Option is granted)
     of the stock with respect to which Incentive Options are exercisable for
     the first time by such individual during any calendar year shall not exceed
     $100,000.  To the extent the $100,000 limitation in the preceding sentence
     is exceeded, such option shall be treated as an option which is not an
     Incentive Option.

       (i)  Compliance with Securities Laws.  The Plan and the grant and
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     exercise of the rights to purchase shares hereunder, and the Company's
     obligations to sell and deliver shares upon the exercise of rights to

AMENDED AND RESTATED 1994 STOCK OPTION PLAN Page 7

     purchase shares, shall be subject to all applicable federal and state laws,
     rules and regulations, and to such approvals by any regulatory or
     governmental agency as may, in the opinion of counsel for the Company, be
     required, and shall also be subject to all applicable rules and regulations
     of any stock exchange upon which the Common Stock of the Company may then
     be listed.  At the time of exercise of any Option, the Company may require
     the optionee to execute any documents or take any action which may be then
     necessary to comply with the Securities Act of 1933, as amended
     ("Securities Act"), and the rules and regulations promulgated thereunder,
     or any other applicable federal or state laws regulating the sale and
     issuance of securities, and the Company may, if it deems necessary, include
     provisions in the stock option agreements to assure such compliance.  The
     Company may, from time to time, change its requirements with respect to
     enforcing compliance with federal and state securities laws, including the
     request for and enforcement of letters of investment intent, such
     requirements to be determined by the Company in its judgment as necessary
     to assure compliance with said laws.  Such changes may be made with respect
     to any particular Option or stock issued upon exercise thereof.  Without
     limiting the generality of the foregoing, if the Common Stock issuable upon
     exercise of an Option granted under the Plan is not registered under the
     Securities Act, the Company at the time of exercise will require that the
     registered owner execute and deliver an investment representation agreement
     to the Company in form acceptable to the Company and its counsel, and the
     Company will place a legend on the certificate evidencing such Common Stock
     restricting the transfer thereof, which legend shall be substantially as
     follows:

                    THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE
               HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
               AMENDED, OR ANY APPLICABLE STATE SECURITIES LAW BUT HAVE BEEN
               ACQUIRED FOR THE PRIVATE INVESTMENT OF THE HOLDER HEREOF AND MAY
               NOT BE OFFERED, SOLD OR TRANSFERRED UNTIL EITHER (i) A
               REGISTRATION STATEMENT UNDER SUCH SECURITIES ACT OR SUCH
               APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH
               REGARD THERETO, OR (ii) THE COMPANY SHALL HAVE RECEIVED AN
               OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY AND ITS COUNSEL THAT
               REGISTRATION UNDER SUCH SECURITIES ACT OR SUCH APPLICABLE STATE
               SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED
               OFFER, SALE OR TRANSFER.

       (j)  Additional Provisions.  The Option Agreements authorized under the
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     Plan shall contain such other provisions as the Committee shall deem
     advisable, including, without limitation, restrictions upon the exercise of
     the Option.  Any such Option Agreement with respect to an Incentive Option
     shall contain such limitations and restrictions upon the exercise of the
     Incentive Option as shall be necessary in order that the option will be an
     "Incentive Stock Option" as defined in Section 422 of the Code.

  9.   Medium and Time of Payment.  The purchase price of the shares of the
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Common Stock as to which the Option shall be exercised shall be paid in full
either (i) in cash at the time of exercise of the Option, (ii) by tendering to
the Company shares of the Company's Common Stock having a fair market value (as
of the date of receipt of such shares by the Company) equal to the purchase
price for the number of shares of Common Stock purchased, or (iii) partly in
cash and partly in shares of the Company's Common Stock valued at fair market
value as of the date of receipt of such shares by the Company.  Cash payment for
the shares of the Common Stock purchased upon exercise of the Option shall be in
the form of either a cashier's check, certified check or money order.  Personal
checks may be submitted, but will not be considered as payment for the shares of
the Common Stock purchased and no certificate for such shares will be issued
until the personal check clears in normal banking 

AMENDED AND RESTATED 1994 STOCK OPTION PLAN Page 8

channels. If a personal check is not paid upon presentment by the Company, then
the attempted exercise of the Option will be null and void. In the event the
optionee tenders shares of the Company's Common Stock in full or partial payment
for the shares being purchased pursuant to the Option, the shares of Common
Stock so tendered shall be accompanied by fully executed stock powers endorsed
in favor of the Company with the signature on such stock power being guaranteed.
If an optionee tenders shares, such optionee assumes sole and full
responsibility for the tax consequences, if any, to such optionee arising
therefrom, including the possible application of Code Section 424(c), or its
successor Code section, which negates any nonrecognition of income rule with
respect to such transferred shares, if such transferred shares have not been
held for the minimum statutory holding period to receive preferential tax
treatment.

   10. Alternate Stock Appreciation Rights.
       ----------------------------------- 

       (a)  Award of Alternate Stock Rights.  Concurrently with or subsequent to
            -------------------------------                                     
     the award of any Option to purchase one or more shares of Common Stock, the
     Committee may in its sole discretion, subject to the provisions of the Plan
     and such other terms and conditions as the Committee may prescribe, award
     to the optionee with respect to each share of Common Stock covered by an
     Option ("Related Option"), a related alternate stock appreciation right
     ("SAR"), permitting the optionee to be paid the appreciation on the Related
     Option in lieu of exercising the Related Option.  A SAR granted with
     respect to an Incentive Option must be granted together with the Related
     Option.  A SAR granted with respect to a Nonqualified Option may be granted
     together with or subsequent to the grant of such Related Option.

       (b)  Alternate Stock Rights Agreement.  Each SAR shall be on such terms
            --------------------------------                                  
     and conditions not inconsistent with this Plan as the Committee may
     determine and shall be evidenced by a written agreement executed by the
     Company and the optionee receiving the Related Option.

       (c)  Exercise.  An SAR may be exercised only if and to the extent that
            --------                                                         
     its Related Option is eligible to be exercised on the date of exercise of
     the SAR.  To the extent that a holder of a SAR has a current right to
     exercise, the SAR may be exercised from time to time by written notice to
     the Company at its principal place of business.  Such notice shall state
     the election to exercise the SAR, the number of shares in respect of which
     it is being exercised, shall be signed by the person so exercising the SAR
     and shall be accompanied by the agreement evidencing the SAR and the
     Related Option.  In the event the SAR shall not be exercised in full, the
     Secretary of the Company shall endorse or cause to be endorsed on the SAR
     and the Related Option the number of shares which have been exercised
     thereunder and the number of shares that remain exercisable under the SAR
     and the  Related Option and return such SAR and Related Option to the
     holder thereof.

       (d)  Amount of Payment.  The amount of payment to which an optionee shall
            -----------------                                                   
     be entitled upon the exercise of each SAR shall be equal to 100% of the
     amount, if any, by which the fair market value of a share of Common Stock
     on the exercise date exceeds the fair market value of a share of Common
     Stock on the date the Option related to said SAR was granted or became
     effective, as the case may be; provided, however, the Company may, in its
     sole discretion, withhold from such cash payment any amount necessary to
     satisfy the Company's obligation for withholding taxes with respect to such
     payment.  For this purpose, the fair market value of a share of Common
     Stock shall be determined as set forth in Section 8(d) hereof.

       (e)  Form of Payment.  The amount payable by the Company to an optionee
            ---------------                                                   
     upon exercise of a SAR may be paid in shares of Common Stock, cash or a
     combination thereof.  The number of shares of Common Stock to be paid to an
     optionee upon such optionee's exercise of SAR shall be 

AMENDED AND RESTATED 1994 STOCK OPTION PLAN Page 9

     determined by dividing the amount of payment determined pursuant to Section
     10(d) hereof by the fair market value of a share of Common Stock on the
     exercise date of such SAR. For purposes of this Plan, the exercise date of
     a SAR shall be the date the Company receives written notification from the
     optionee of the exercise of the SAR in accordance with the provisions of
     Section 10(c) hereof. As soon as practicable after exercise, the Company
     shall either deliver to the optionee the amount of cash due such optionee
     or a certificate or certificates for such shares of Common Stock. All such
     shares shall be issued with the rights and restrictions specified herein.

       (f)  Termination of SAR.  Except as otherwise provided in case of
            ------------------                                          
     Disability (as defined in Section 8(c)(4) hereof) or death, no SAR shall be
     exercisable after an optionee ceases to be an employee, director or advisor
     of the Company or Subsidiary; provided, however, that the Committee shall
     have the right in its sole discretion, but not the obligation, to extend
     the exercise period for not more than three (3) months following the date
     such optionee ceases to be an employee, director or advisor of the Company
     or a Subsidiary; provided further, that the Committee may not extend the
     period during which an optionee may exercise a SAR for a period greater
     than the period during which an optionee may exercise the Related Option.
     If an optionee's position as an employee, director or advisor of the
     Company is terminated due to the Disability or death of such optionee, the
     Committee shall have the right, in its sole discretion, but not the
     obligation, to extend the exercise period applicable to the SAR for a
     period not to exceed the period in which the optionee may exercise the
     Option related to said SAR as set forth in Sections 8(c)(4) and 8(c)(5)
     hereof, respectively.

       (g)  Effect of Exercise of SAR.  The exercise of any SAR shall cancel and
            -------------------------                                           
     terminate the right to purchase an equal number of shares covered by the
     Related Option.

       (h)  Effect of Exercise of Related Option.  Upon the exercise or
            ------------------------------------                       
     termination of any Related Option, the SAR with respect to such Related
     Option shall terminate to the extent of the number of shares of Common
     Stock as to which the Related Option was exercised or terminated.

       (i)  Nontransferability of SAR.  A SAR granted pursuant to this Plan
            -------------------------                                      
     shall be exercisable only by the optionee or the optionee's court appointed
     guardian as set forth in Section 8(c)(4) hereof during the optionee's
     lifetime and, subject to the provisions of Section 10(f) hereof, shall not
     be assignable or transferable by the optionee.  A SAR granted pursuant to
     the Plan shall not be assigned, pledged or hypothecated in any way (whether
     by operation of law or otherwise) and shall not be subject to execution,
     attachment, or similar process.  Any attempted transfer, assignment,
     pledge, hypothecation, or other disposition of any SAR or of any rights
     granted thereunder contrary to the foregoing provisions of this Section
     10(i), or the levy of any attachment or similar process upon a SAR or such
     rights, shall be null and void.

   11. Reload Options.
       -------------- 

       (a)  Authorization of Reload Options.  Concurrently with the award of
            -------------------------------                                 
     Nonqualified Options and/or the award of Incentive Options to any
     participant in the Plan, the Committee may authorize reload options
     ("Reload Options") to purchase for cash or shares that number of shares of
     Common Stock equal to the sum of:

            (1)   The number of shares of Common Stock used to exercise the
          underlying Nonqualifying Option or Incentive Option; and

            (2)   To the extent authorized by the Committee, the number of
          shares of Common Stock used to satisfy any tax withholding 

AMENDED AND RESTATED 1994 STOCK OPTION PLAN Page 10

          requirement incident to the exercise of the underlying Nonqualifying
          Option or Incentive Options.

          The grant of a Reload Option will become effective upon the exercise
     of the underlying Nonqualifying Option, Incentive Option or Reload Option
     through the use of shares of Common Stock held by the optionee for at least
     12 months.  Notwithstanding the fact that the underlying option may be an
     Incentive Option, a Reload Option is not intended to qualify as an
     "incentive stock option" under Section 422 of the Code.

       (b)  Reload Option Amendment.  Each Option Agreement shall state whether
            -----------------------                                            
     the Committee has authorized Reload Options with respect to the underlying
     Nonqualifying Option and/or Incentive Option.  Upon the exercise of an
     underlying Option or Incentive Option, the Reload Option will be evidenced
     by an amendment to the underlying Option Agreement.

       (c)  Reload Option Price.  The option price per share of Common Stock
            -------------------                                             
     deliverable upon the exercise of a Reload Option shall be the fair market
     value of a share of Common Stock on the date the grant of the Reload Option
     becomes effective.

       (d)  Term and Exercise.  Each Reload Option is fully exercisable six
            -----------------                                              
     months from the effective date of grant.  The term of each Reload Option
     shall be equal to the remaining option term of the underlying Nonqualifying
     Option and/or Incentive Option.

       (e)  Termination of Employment.  No additional Reload Options shall be
            -------------------------                                        
     granted to optionees when Nonqualifying Options, Incentive Option and/or
     Reload Options are exercised pursuant to the terms of this Plan following
     termination of the optionee's employment.

       (f)  Applicability of Other Sections.  To the extent not inconsistent
            -------------------------------                                 
     with the foregoing provisions of this Section, the other Sections of this
     Plan pertaining to Options, including Sections 5, 8, and 9, are
     incorporated herein by this reference thereto as through fully set forth
     herein.

   12. Rights as a Stockholder.  The holder of an Option or a SAR shall have no
       -----------------------                                                 
rights as a stockholder with respect to the shares covered by the Option or SAR
until the due exercise of the Option, Related Option, or SAR and the date of
issuance of one or more stock certificates to such holder for such shares.  No
adjustment shall be made for dividends (ordinary or extraordinary, whether in
cash, securities or other property) or distributions or other rights for which
the record date is prior to the date such stock certificate is issued, except as
provided in Section 14 hereof.

   13. Optionee's Agreement to Serve.  Each employee receiving an Option shall,
       -----------------------------                                           
as one of the terms of the Option Agreement agree that such employee will remain
in the employ of the Company or Subsidiary for a period of at least one (1) year
from the date on which the Option shall be granted to such employee; and that
such employee will, during such employment, devote such employee's entire time,
energy, and skill to the service of the Company or a Subsidiary as may be
required by the management thereof, subject to vacations, sick leaves, and
military absences.  Such employment, subject to the provisions of any written
contract between the Company or a Subsidiary and such employee, shall be at the
pleasure of the Board of Directors of the Company or a Subsidiary, and at such
compensation as the Company or a Subsidiary shall reasonably determine.  Any
termination of such employee's employment during the period which the employee
has agreed pursuant to the foregoing provisions of this Section 13 to remain in
employment that is either for cause or voluntary on the part of the employee
shall be deemed a violation by the employee of such employee's agreement.  In
the event of such violation, any Option or Options held by such employee, to the
extent not theretofore exercised, shall forthwith terminate, unless otherwise
determined by the Committee.  Notwithstanding the preceding, neither the action
of the Company in establishing the Plan nor any 

AMENDED AND RESTATED 1994 STOCK OPTION PLAN Page 11

action taken by the Company, a Subsidiary or the Committee under the provisions
hereof shall be construed as granting the optionee the right to be retained in
the employ of the Company or a Subsidiary, or to limit or restrict the right of
the Company or a Subsidiary, as applicable, to terminate the employment of any
employee of the Company or a Subsidiary, with or without cause.

   14. Adjustments on Changes in Capitalization.
       ---------------------------------------- 

       (a)  Changes in Capitalization.  Subject to any required action by the
            -------------------------                                        
     Stockholders of the Company, the number of shares of Common Stock covered
     by the Plan, the number of shares of Common Stock covered by each
     outstanding Option, and the exercise price per share thereof specified in
     each such Option, shall be proportionately adjusted for any increase or
     decrease in the number of issued shares of Common Stock of the Company
     resulting from a subdivision or consolidation of shares or the payment of a
     stock dividend (but only on the Common Stock) or any other increase or
     decrease in the number of such shares effected without receipt of
     consideration by the Company after the date the Option is granted, so that
     upon exercise of the Option, the optionee shall receive the same number of
     shares the optionee would have received had the optionee been the holder of
     all shares subject to such optionee's outstanding Option immediately before
     the effective date of such change in the number of issued shares of the
     Common Stock of the Company.

       (b)  Reorganization, Dissolution or Liquidation.  Subject to any required
            ------------------------------------------                          
     action by the Stockholders of the Company, if the Company shall be the
     surviving corporation in any merger or consolidation, each outstanding
     Option shall pertain to and apply to the securities to which a holder of
     the number of shares of Common Stock subject to the Option would have been
     entitled.  A dissolution or liquidation of the Company or a merger or
     consolidation in which the Company is not the surviving corporation, shall
     cause each outstanding Option to terminate as of a date to be fixed by the
     Committee (which date shall be as of or prior to the effective date of any
     such dissolution or liquidation or merger or consolidation); provided, that
     not less than thirty (30) days written notice of the date so fixed as such
     termination date shall be given to each optionee, and each optionee shall,
     in such event, have the right, during the said period of thirty (30) days
     preceding such termination date, to exercise such optionee's Option in
     whole or in part in the manner herein set forth.

       (c)  Change in Par Value.  In the event of a change in the Common Stock
            -------------------                                               
     of the Company as presently constituted, which change is limited to a
     change of all of its authorized shares with par value into the same number
     of shares with a different par value or without par value, the shares
     resulting from any change shall be deemed to be the Common Stock within the
     meaning of the Plan.

       (d)  Notice of Adjustments.  To the extent that the adjustments set forth
            ---------------------                                               
     in the foregoing paragraphs of this Section 14 relate to stock or
     securities of the Company, such adjustments, if any, shall be made by the
     Committee, whose determination in that respect shall be final, binding and
     conclusive, provided that each Incentive Option granted pursuant to this
     Plan shall not be adjusted in a manner that causes the Incentive Option to
     fail to continue to qualify as an "Incentive Stock Option" within the
     meaning of Section 422 of the Code.  The Company shall give timely notice
     of any adjustments made to each holder of an Option under this Plan and
     such adjustments shall be effective and binding on the optionee.

       (e)  Effect Upon Holder of Option.  Except as hereinbefore expressly
            ----------------------------                                   
     provided in this Section 14, the holder of an Option shall have no rights
     by reason of any subdivision or consolidation of shares of stock of any
     class or the payment of any stock dividend or any other increase or
     decrease in the number of shares of stock of any class by 

AMENDED AND RESTATED 1994 STOCK OPTION PLAN Page 12

     reason of any dissolution, liquidation, merger, reorganization, or
     consolidation, or spin-off of assets or stock of another corporation, and
     any issue by the Company of shares of stock of any class, or securities
     convertible into shares of stock of any class, shall not affect, and no
     adjustment by reason thereof shall be made with respect to, the number or
     price of shares of Common Stock subject to the Option. Without limiting the
     generality of the foregoing, no adjustment shall be made with respect to
     the number or price of shares subject to any Option granted hereunder upon
     the occurrence of any of the following events:

            (1)   The grant or exercise of any other options which may be
          granted or exercised under any qualified or nonqualified stock option
          plan or under any other employee benefit plan of the Company whether
          or not such options were outstanding on the date of grant of the
          Option or thereafter granted;

            (2)   The sale of any shares of Common Stock in the Company's
          initial or any subsequent public offering, including, without
          limitation, shares sold upon the exercise of any overallotment option
          granted to the underwriter in connection with such offering;

            (3)   The issuance, sale or exercise of any warrants to purchase
          shares of Common Stock whether or not such warrants were outstanding
          on the date of grant of the Option or thereafter issued;

            (4)   The issuance or sale of rights, promissory notes or other
          securities convertible into shares of Common Stock in accordance with
          the terms of such securities ("Convertible Securities") whether or not
          such Convertible Securities were outstanding on the date of grant of
          the Option or were thereafter issued or sold;

            (5)   The issuance or sale of Common Stock upon conversion or
          exchange of any Convertible Securities, whether or not any adjustment
          in the purchase price was made or required to be made upon the
          issuance or sale of such Convertible Securities and whether or not
          such Convertible Securities were outstanding on the date of grant of
          the Option or were thereafter issued or sold; or

            (6)   Upon any amendment to or change in the terms of any rights or
          warrants to subscribe for or purchase, or options for the purchase of,
          Common Stock or Convertible Securities or in the terms of any
          Convertible Securities, including, but not limited to, any extension
          of any expiration date of any such right, warrant or option, any
          change in any exercise or purchase price provided for in any such
          right, warrant or option, any extension of any date through which any
          Convertible Securities are convertible into or exchangeable for Common
          Stock or any change in the rate at which any Convertible Securities
          are convertible into or exchangeable for Common Stock.

       (f)  Right of Company to Make Adjustments.  The grant of an Option
            ------------------------------------                         
     pursuant to the Plan shall not affect in any way the right or power of the
     Company to make adjustments, reclassification, reorganizations, or changes
     of its capital or business structure or to merge or to consolidate or to
     dissolve, liquidate or sell, or transfer all or any part of its business or
     assets.

   15. Investment Purpose.  Each Option under the Plan shall be granted on the
       ------------------                                                     
condition that the purchase of the shares of stock thereunder shall be for
investment purposes, and not with a view to resale or distribution; provided,
however, that in the event the shares of stock subject to such Option are
registered under the Securities Act or in the event a resale of such shares of
stock without such registration would otherwise be permissible, such condition
shall be inoperative if in the opinion of counsel for the Company such 

AMENDED AND RESTATED 1994 STOCK OPTION PLAN Page 13

condition is not required under the Securities Act or any other applicable law,
regulation, or rule of any governmental agency.

   16. No Obligation to Exercise Option or SAR.  The granting of an Option or
       ---------------------------------------                               
SAR shall impose no obligation upon the optionee to exercise such Option or SAR.

   17. Modification, Extension, and Renewal of Options.  Subject to the terms
       -----------------------------------------------                       
and conditions and within the limitations of the Plan, the Committee and the
Board of Directors may modify, extend or renew outstanding Options granted under
the Plan, or accept the surrender of outstanding Options (to the extent not
theretofore exercised).  Neither the Committee nor the Board of Directors shall,
however, modify any outstanding Options so as to specify a lower price or accept
the surrender of outstanding Options and authorize the granting of new Options
in substitution therefor specifying a lower price.  Notwithstanding the
foregoing, however, no modification of an Option shall, without the consent of
the optionee, alter or impair any rights or obligations under any Option
theretofore granted under the Plan.

   18. Effective Date of the Plan.  The Plan shall become effective as of May
       --------------------------                                            
23, 1996, ("Effective Date"); provided, however, if the Stockholders of the
Company shall not have approved the Plan by the requisite vote of the
Stockholders, within twelve (12) months after the Effective Date, then the Plan
shall terminate and all Options theretofore granted under the Plan shall
terminate and be null and void.

   19. Termination of the Plan.  This Plan shall terminate as of the expiration
       -----------------------                                                 
of ten (10) years from the Effective Date.  Options may be granted under this
Plan at any time and from time to time prior to its termination.  Any Option
outstanding under the Plan at the time of its termination shall remain in effect
until the Option shall have been exercised or shall have expired.

   20. Amendment of the Plan.  The Plan may be terminated at any time by the
       ---------------------                                                
Board of Directors of the Company.  The Board of Directors may at any time and
from time to time without obtaining the approval of the Stockholders of the
Company or a Subsidiary, modify or amend the Plan (including such form of Option
Agreement as hereinabove mentioned) in such respects as it shall deem advisable
in order that the Incentive Options granted under the Plan shall be "Incentive
Stock Options" as defined in Section 422 of the Code or to conform to any change
in the law, or in any other respect which shall not change: (a) the maximum
number of shares for which Options may be granted under the Plan, except as
provided in Section 14 hereof; or (b) the option prices other than to change the
manner of determining the fair market value of the Common Stock for the purpose
of Section 8(d) hereof to conform with any then applicable provisions of the
Code or regulations thereunder; or (c) the periods during which Options may be
granted or exercised; or (d) the provisions relating to the determination of
persons to whom Options shall be granted and the number of shares to be covered
by such Options; or (e) the provisions relating to adjustments to be made upon
changes in capitalization.  The termination or any modification or amendment of
the Plan shall not, without the consent of the person to whom any Option shall
theretofore have been granted, affect that person's rights under an Option
theretofore granted to such person.  With the consent of the person to whom such
Option was granted, an outstanding Option may be modified or amended by the
Committee in such manner as it may deem appropriate and consistent with the
requirements of this Plan applicable to the grant of a new Option on the date of
modification or amendment.

   21. Withholding.  Whenever an optionee shall recognize compensation income as
       -----------                                                              
a result of the exercise of any Option or SAR granted under the Plan, the
optionee shall remit in cash to the Company or Subsidiary the minimum amount of
federal income and employment tax withholding which the Company or Subsidiary is
required to remit to the Internal Revenue Service in accordance with the then
current provisions of the Code.  The full amount of such 

AMENDED AND RESTATED 1994 STOCK OPTION PLAN Page 14

withholding shall be paid by the optionee simultaneously with the award or
exercise of an Option or SAR, as applicable.

   22. Indemnification of Committee.  In addition to such other rights of
       ----------------------------                                      
indemnification as they may have as Directors or as members of the Committee,
the members of the Committee shall be indemnified by the Company against the
reasonable expenses, including attorneys' fees actually and necessarily incurred
in connection with the defense of any action, suit or proceedings, or in
connection with any appeal therein, to which they or any of them may be a party
by reason of any action taken or failure to act under or in connection with the
Plan or any Option granted thereunder, and against all amounts paid by them in
settlement thereof (provided such settlement is approved by independent legal
counsel selected by the Company) or paid by them in satisfaction of a judgment
in any such action, suit or proceeding, except in relation to matters as to
which it shall be adjudged in such action, suit or proceeding that such
Committee member is liable for negligence or misconduct in the performance of
his duties; provided that within sixty (60) days after institution of any such
action, suit or proceeding a Committee member shall in writing offer the Company
the opportunity, at its own expense, to pursue and defend the same.

   23. Application of Funds.  The proceeds received by the Company from the sale
       --------------------                                                     
of Common Stock pursuant to Options granted hereunder will be used for general
corporate purposes.

   24. Governing Law.  This Plan shall be governed and construed in accordance
       -------------                                                          
with the laws of the state of incorporation of the Company.

       EXECUTED this 16th day of September, 1996, to be effective as of May 23,
1996.

                              SPECIALTY TELECONSTRUCTORS, INC.

                              By:         /s/ Michael R. Budagher
                                   ---------------------------------------
                                         Michael R. Budagher,
                                         President

ATTEST:

   /s/ Dennis K. Hartnett
- ---------------------------------------
Dennis K. Hartnett, Secretary

AMENDED AND RESTATED 1994 STOCK OPTION PLAN Page 15 

Basic Info X:

Name: AMENDED AND RESTATED 1994 STOCK OPTION PLAN
Type: Stock Option Plan
Date: Oct. 1, 1996
Company: OMNIAMERICA INC
State: Nevada

Other info:

Date:

  • 14 hereof
  • 16th day of September , 1996
  • May 23 , 1996

Organization:

  • Whom Options Shall be Granted
  • Time of Granting Options
  • Conditions of Options
  • Number of Shares
  • Cessation of Service
  • Exercise Upon Change of Control
  • Common Stock of the Company
  • Determination of Fair Market Value
  • National Association of Securities Dealers , Inc
  • Time of Payment
  • Company 's Common Stock
  • Alternate Stock Appreciation Rights
  • b Alternate Stock Rights Agreement
  • Effect of Exercise of SAR
  • Effect of Exercise of Related Option
  • Nontransferability of SAR
  • Reload Option Price
  • e Termination of Employment
  • Notice of Adjustments
  • e Effect Upon Holder of Option
  • Common Stock or Convertible Securities
  • Board of Directors of the Company
  • Internal Revenue Service

Location:

  • New York
  • Capitalization

Money:

  • $ 100,000

Person:

  • Michael R. Budagher
  • Dennis K. Hartnett

Percent:

  • fifty percent
  • 40 %
  • 25 %
  • 50 %
  • one hundred percent 100 %
  • ten percent 110 %