STOCK INCENTIVE PLAN

 

                              SPIRE INTERNATIONAL CORP.

                                 STOCK INCENTIVE PLAN

                              SPIRE INTERNATIONAL CORP.

                                 STOCK INCENTIVE PLAN

                                  TABLE OF CONTENTS

                                                                     PAGE
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1.  INTRODUCTION  .................................................    1

2.  ADMINISTRATION  ...............................................    1

    2.1  The Committee  ...........................................    1

    2.2  Disinterested Directors  .................................    1

    2.3  Committee Responsibilities  ..............................    1

3.  LIMITATION ON AWARDS  .........................................    1

4.  ELIGIBILITY  ..................................................    2

    4.1  General Rule  ............................................    2

    4.2  Ten-Percent Stockholders  ................................    2

    4.3  Attribution Rules  .......................................    2

5.  OPTIONS  ......................................................    2

    5.1  Stock Option Agreement  ..................................    2

    5.2  Options Nontransferable  .................................    2

    5.3  Number of Shares  ........................................    3

    5.4  Exercise Price  ..........................................    3

    5.5  Exercisability and Term  .................................    3

    5.6  Effect of Change in Control  .............................    3

    5.7  Modification, Extension and Renewal of Options  ..........    3

                                          i

    5.8  Termination of Employment  ...............................    3

6.  PAYMENT FOR OPTION SHARES  ....................................    4

    6.1  General Rule  ............................................    4

    6.2  Surrender of Stock  ......................................    4

    6.3  Exercise/Sale  ...........................................    4

    6.4  Exercise/Pledge  .........................................    5

    6.5  Other Forms of Payment  ..................................    5

7.  STOCK APPRECIATION RIGHTS  ....................................    5

    7.1  Grant of SARs  ...........................................    5

    7.2  Manner of Exercise of SARs  ..............................    5

    7.3  Special Holding Period  ..................................    5

    7.4  Special Exercise Window  .................................    6

    7.5  Limited SARs  ............................................    6

8.  RESTRICTED SHARES AND STOCK UNITS  ............................    6

    8.1  Time, Amount and Form of Awards  .........................    6

    8.2  Payment for Awards  ......................................    6

    8.3  Vesting Conditions  ......................................    6

    8.4  Form of Settlement of Stock Units  .......................    6

    8.5  Time of Settlement and Payment of Stock Units  ...........    7

    8.6  Death of Recipient  ......................................    7

9.  VOTING RIGHTS AND DIVIDENDS OR DIVIDEND EQUIVALENTS  ..........    7

    9.1  Restricted Shares  .......................................    7

    9.2  Stock Units  .............................................    7

10. PROTECTION AGAINST DILUTION  ..................................    8

                                          ii

    10.1 General  .................................................    8

    10.2 Reorganizations  .........................................    8

    10.3 Reservation of Rights  ...................................    8

11. LIMITATION OF RIGHTS  .........................................    8

    11.1 Employment Rights  .......................................    8

    11.2 Stockholders' Rights  ....................................    9

    11.3 Creditors' Rights  .......................................    9

    11.4 Government Regulations  ..................................    9

12. LIMITATION ON PAYMENTS  .......................................    9

    12.1 Basic Rule  ..............................................    9

    12.2 Reduction of Payments  ...................................   10

    12.3 Overpayments and Underpayments  ..........................   10

    12.4 Related Corporations  ....................................   10

13. WITHHOLDING TAXES  ............................................   11

    13.1 General  .................................................   11

    13.2 Nonstatutory Options  ....................................   11

14. ASSIGNMENT OR TRANSFER OF AWARD  ..............................   11

15. FUTURE OF THE PLAN  ...........................................   11

    15.1 Term of the Plan  ........................................   11

    15.2 Amendment or Termination  ................................   11

    15.3 Effect of Amendment or Termination  ......................   11

16. DEFINITIONS  ..................................................   12

17. EXECUTION  ....................................................   14

                                         iii

                              SPIRE INTERNATIONAL CORP.

                                 STOCK INCENTIVE PLAN

ARTICLE 1.  INTRODUCTION.

    The Plan was adopted by the Board on January 31, 1996, and was approved by
the Company's stockholders on April 18, 1996.  The purpose of the Plan is to
promote the long-term success of the Company and the creation of incremental
stockholder value by (a) encouraging Key Employees and Directors to focus on
critical long-range objectives, (b) encouraging the attraction and retention of
Key Employees and Directors with exceptional qualifications, and (c) linking Key
Employees and Directors directly to stockholder interests through increased
stock ownership.  The Plan seeks to achieve this purpose by providing for Awards
in the form of Restricted Shares, Stock Units, Options, which may constitute
incentive stock options or nonstatutory stock options, or SARs.  The Plan shall
be governed by, and construed in accordance with, the laws of the State of Utah.

ARTICLE 2.  ADMINISTRATION.

    2.1  THE COMMITTEE.  The Plan shall be administered by the Committee.  The
Committee shall consist of two or more disinterested directors of the Company,
who shall be appointed by the Board.  A member of the Committee shall not be
eligible to receive any Award under the Plan.

    2.2  DISINTERESTED DIRECTORS.  A director shall be deemed to be
"disinterested" only if he or she satisfies such requirements as the SEC may
establish for disinterested administrators acting under plans intended to
qualify for exemption under Rule 16b-3 (or its successor) under the Exchange
Act.

    2.3  COMMITTEE RESPONSIBILITIES.  The Committee shall select the Key
Employees and Directors who are eligible to receive Awards under the Plan,
determine the amount, vesting requirements and other conditions of such Awards,
interpret the Plan, and make all other decisions relating to the operation of
the Plan.  The Committee may adopt such rules or guidelines as it deems
appropriate to implement the Plan.  The Committee's determinations under the
Plan shall be final and binding on all persons.

ARTICLE 3.  LIMITATION ON AWARDS.

    The aggregate number of Restricted Shares, Stock Units and Options awarded
under the Plan shall not exceed 1,000,000.  If any Restricted Shares, Stock
Units or Options are forfeited or if any Options terminate for any other reason
before being exercised, then such Restricted

Shares, Stock Units or Options shall again become available for Awards under the
Plan.  However, if Options are surrendered upon the exercise of related SARs,
then such Options shall not be restored to the pool available for Awards.  Any
dividend equivalents distributed under the Plan shall not be applied against the
number of Restricted Shares, Stock Units or Options available for Awards,
whether or not such dividend equivalents are converted into Stock Units.  In
addition, the maximum number of Restricted Shares, Stock Units and Options which
may be granted to any single Participant during any one (1) Award Year is
100,000.  The limitations set forth in this Article 3 shall be subject to
adjustment pursuant to Article 10.  Any Common Shares issued pursuant to the
Plan may be authorized but unissued shares or treasury shares.

ARTICLE 4.  ELIGIBILITY.

    4.1  GENERAL RULE.  Only Key Employees and Directors shall be eligible for
designation as Participants by the Committee.

    4.2  TEN-PERCENT STOCKHOLDERS.  A Key Employee who owns more than 10% of
the total combined voting power of all classes of outstanding stock of the
Company or any of its Subsidiaries shall not be eligible for the grant of an ISO
unless (a) the Exercise Price under such ISO is at least 110% of the Fair Market
Value of a Common Share on the date of grant and (b) such ISO by its terms is
not exercisable after the expiration of five years from the date of grant.

    4.3  ATTRIBUTION RULES.  For purposes of Section 4.2, the number of shares
owned by a Key Employee shall be determined in accordance with the attribution
rules as set forth in the Code and the regulations promulgated thereunder, as
they may be amended or modified from time to time.

ARTICLE 5.  OPTIONS.

    5.1  STOCK OPTION AGREEMENT.  Each grant of an Option under the Plan shall
be evidenced by a Stock Option Agreement between the Optionee and the Company.
Such Option shall be subject to all applicable terms and conditions of the Plan
and may be subject to any other terms and conditions which are not inconsistent
with the Plan and which the Committee deems appropriate for inclusion in a Stock
Option Agreement.  The provisions of the various Stock Option Agreements entered
into under the Plan need not be identical.  The Committee may designate all or
any part of an Option as an ISO; provided, however, that only Key Employees will
be eligible to receive an ISO, and the Stock Option Agreement evidencing the ISO
shall contain such terms and conditions as may be necessary in the opinion of
the Committee to qualify them as incentive stock options under Section 422 of
the Code.

    5.2  OPTIONS NONTRANSFERABLE.  No Option granted under the Plan shall be
transferable by the Optionee other than by will or by the laws of descent and
distribution, and no Option may be exercised during the lifetime of the Optionee
except by him or her.  No option or interest therein may be transferred,
assigned, pledged or hypothecated by the Optionee during his or her

lifetime, whether by operation of law or otherwise, or be made subject to
execution, attachment or similar process.

    5.3  NUMBER OF SHARES.  Each Stock Option Agreement shall specify the
number of Common Shares subject to the Option and shall provide for the
adjustment of such number in accordance with Article 10.  The Stock Option
Agreement shall also specify whether the Option is an ISO or an NSO.

    5.4  EXERCISE PRICE.  Each Stock Option Agreement shall specify the
Exercise Price.  Subject to the preceding two sentences, the Exercise Price
under any Option shall be determined by the Committee.  In the case of an ISO,
the Exercise Price shall not be less than 100% of the Fair Market Value of a
Common Share on the date of grant.  The Exercise Price shall be payable in
accordance with Article 6.

    5.5  EXERCISABILITY AND TERM.  Each Stock Option Agreement shall specify
the date when all or any installment of the Option is to become exercisable.
The Stock Option Agreement shall also specify the term of the Option.  The term
of an ISO shall in no event exceed 10 years from the date of grant, and Section
4.2 may require a shorter term.  Subject to Sections 5.8, 7.3 and 7.4 and the
preceding sentence, the Committee shall determine when all or any part of an
Option (and any SARs included therein) is to become exercisable and when such
Option is to expire.  A Stock Option Agreement may provide for accelerated
exercisability in the event of the Optionee's death, disability or retirement.
NSOs may also be awarded in combination with Restricted Shares or Stock Units,
and such an Award may provide that the NSOs will not be exercisable unless the
related Restricted Shares or Stock Units are forfeited.

    5.6  EFFECT ON CHANGE IN CONTROL.  The Committee (at its sole discretion)
may determine, at the time of granting an Option or thereafter, that such Option
(and any SARs included therein) shall become fully exercisable as to all Common
Shares subject to such Option in the event that a Change in Control occurs with
respect to the Company.  If the Committee finds that there is a reasonable
possibility that, within the succeeding six months, a Change in Control will
occur with respect to the Company, then the Committee may determine that all
outstanding Options (and any SARs included therein) shall become fully
exercisable as to all Common Shares subject to such Options.

    5.7  MODIFICATION, EXTENSION AND RENEWAL OF OPTIONS.  Within the
limitations of the Plan, the Committee may modify, extend or renew outstanding
Options or may accept the cancellation of outstanding Options (to the extent not
previously exercised) in return for the grant of new Options at the same or a
different price.  The foregoing notwithstanding, no modification of an Option
shall, without the consent of the Optionee, alter or impair his or her rights or
obligations under such Option.

    5.8  TERMINATION OF EMPLOYMENT.  Except as otherwise expressly provided by
the Committee in a Stock Option Agreement, or amendment thereto:

         (i)  If an Optionee's service as a Director or employment with the
    Company or a Subsidiary terminates for any reason other than Cause, the
    Optionee may for a period of ninety (90) days after such termination
    exercise his or her Options to the extent, and only to the extent, that
    such Options or portion thereof were vested and exercisable as of the date
    the Optionee's service as a Director or employment with the Company or a
    Subsidiary terminated, after which time the unexercised portion of any
    Options shall automatically terminate in full.

         (ii) If an Optionee's service as a Director or employment with the
    Company or a Subsidiary terminates for Cause, the unexercised portion of
    any Options granted to the Optionee hereunder shall immediately terminate
    in full and no rights or Options thereunder may be exercised.

This Section 5.8 shall not be construed to extend the term of any Option or to
permit anyone to exercise any Option after the expiration of its term, nor shall
it be construed to increase the number of Common Shares as to which any Option
is exercisable from the amount exercisable on the date of termination of the
Optionee's service as a Director or employment with the Company or a Subsidiary.

ARTICLE 6.  PAYMENT FOR OPTION SHARES.

    6.1  GENERAL RULE.  The entire Exercise Price of Common Shares issued upon
exercise of Options shall be payable in cash at the time when such Common Shares
are purchased, except as follows:

         (a)  In the case of an ISO granted under the Plan, payment shall be
    made only pursuant to the express provisions of the applicable Stock Option
    Agreement.  However, the Committee may specify in the Stock Option
    Agreement that payment may be made pursuant to Section 6.2, 6.3, 6.4 or
    6.5.

         (b)  In the case of an NSO, the Committee may at any time accept
    payment pursuant to Section 6.2, 6.3, 6.4 or 6.5.

    6.2  SURRENDER OF STOCK.  To the extent that this Section 6.2 is
applicable, payment for all or any part of the Exercise Price may be made with
Common Shares which have already been owned by the Optionee for more than six
months and which are surrendered to the Company.  Such Common Shares shall be
valued at their Fair Market Value on the date when the new Common Shares are
purchased under the Plan.  In the event that the Common Shares being surrendered
are Restricted Shares that have not yet become vested, the same restrictions
shall be imposed upon the new Common Shares being purchased.

    6.3  EXERCISE/SALE.  To the extent this Section 6.3 is applicable, payment
may be made by the delivery (on a form prescribed by the Company) of an
irrevocable direction to a securities broker approved by the Company to sell
Common Shares and to deliver all or part of the sales

proceeds to the Company in payment of all or part of the Exercise Price and any
withholding taxes.  This Section 6.3 shall be inapplicable to a person who is
considered a director or officer of the Company, to the extent required by
Section 16 of the Exchange Act or any rule thereunder.

    6.4  EXERCISE/PLEDGE.  To the extent that this Section 6.4 is applicable,
payment may be made by the delivery (on a form prescribed by the Company) of an
irrevocable direction to pledge Common Shares to a securities broker or lender
approved by the Company as security for a loan and to deliver all or part of the
loan proceeds to the Company in payment of all or part of the Exercise Price and
any withholding taxes.

    6.5  OTHER FORMS OF PAYMENT.  To the extent that this Section 6.5 is
applicable, payment may be made in any other form approved by the Committee,
consistent with applicable laws, regulations and rules.

ARTICLE 7.  STOCK APPRECIATION RIGHTS.

    7.1  GRANT OF SARS.  Each Option granted under Article 5 of the Plan may,
at the discretion of the Committee, include a SAR.  Such SAR shall entitle the
Optionee (or any person having the right to exercise the Option after his or her
death) to surrender to the Company, unexercised, all or any part of that portion
of the Option which then is exercisable and to receive from the Company Common
Shares and cash, or a combination of Common Shares and cash, as the Committee
shall determine.  If a SAR is exercised, the number of Common Shares remaining
subject to the related Option shall be reduced accordingly, and vice versa.  The
amount of cash and/or the Fair Market Value of Common Shares received upon
exercise of a SAR shall, in the aggregate, be equal to the amount by which the
Fair Market Value (on the date of surrender) of the Common Shares subject to the
surrendered portion of the Option exceeds the Exercise Price.  In no event shall
any SAR be exercised if such Fair Market Value does not exceed the Exercise
Price.  The discretion of the Committee to include a SAR in an ISO may be
exercised only at the time of the grant of such ISO.  The discretion of the
Committee to include a SAR in an NSO may be exercised at the time of the grant
of such NSO or at any subsequent time, but not later than six months before the
expiration of such NSO.

    7.2  MANNER OF EXERCISE OF SARS.  A SAR may be exercised by written notice
to the Company.  Subject to Sections 7.3 and 7.4, a SAR may be exercised to the
extent, and only to the extent, that the Option in which it is included is
exercisable.  If, on the date when an Option expires, the Exercise Price under
such Option is less than the Fair Market Value on such date but any portion of
such Option has not been exercised or surrendered, then any SAR included in such
Option shall automatically be deemed to be exercised as of such date with
respect to such portion.

    7.3  SPECIAL HOLDING PERIOD.  To the extent required by Section 16 of the
Exchange Act or any rule thereunder, a SAR shall not be exercised for cash
unless both it and the related

Option have been outstanding for more than six months.  If the Stock Option
Agreement so provides, this Section 7.3 shall not apply in the event of the
Optionee's death or disability.

    7.4  SPECIAL EXERCISE WINDOW.  To the extent required by Section 16 of the
Exchange Act or any rule thereunder, a SAR may only be exercised for cash during
a period which (a) begins on the third business day following a date when the
Company's quarterly summary statement of sales and earnings is released to the
public and (b) ends on the 12th business day following such date.  This Section
7.4 shall not apply if the exercise occurs automatically on the date when the
related Option expires, and the Committee may determine that it shall not apply
to limited SARs granted under Section 7.5.

    7.5  LIMITED SARS.  An Option granted under the Plan may, at the discretion
of the Committee, provide that it will be exercisable as a SAR only in the event
of a Change in Control.

ARTICLE 8.  RESTRICTED SHARES AND STOCK UNITS.

    8.1  TIME, AMOUNT AND FORM OF AWARDS.  The Committee may grant Restricted
Shares or Stock Units with respect to an Award Year during such Award Year or at
any time thereafter.  The amount of each Award of Restricted Shares or Stock
Units shall be determined by the Committee.  Awards under the Plan may be
granted in the form of Restricted Shares, in the form of Stock Units, or in any
combination of both, as the Committee shall determine at its sole discretion at
the time of the grant.  Restricted Shares or Stock Units may also be awarded in
combination with NSOs, and such an Award may provide that the Restricted Shares
or Stock Units will be forfeited in the event that the related NSOs are
exercised.

    8.2  PAYMENT FOR AWARDS.  To the extent that an Award is granted in the
form of Restricted Shares, the Committee may require the Award recipient, as a
condition to the grant of such Award, to pay the Company in cash an amount equal
to the par value of such Restricted Shares.  To the extent that an Award is
granted in the form of Stock Units, no cash consideration shall be required of
Award recipients.

    8.3  VESTING CONDITIONS.  Each Award of Restricted Shares or Stock Units
shall become vested, in full or in installments, upon satisfaction of the
conditions specified in the Stock Award Agreement.  The Committee shall select
the vesting conditions, which may be based upon the Participant's service, the
Participant's performance, the Company's performance or such other criteria as
the Committee may adopt.  A Stock Award Agreement may also provide for
accelerated vesting in the event of the Participant's death, disability or
retirement.  The Committee (at its sole discretion) may determine, at the time
of making an Award or thereafter, that such Award shall become fully vested in
the event that a Change in Control occurs with respect to the Company.

    8.4  FORM OF SETTLEMENT OF STOCK UNITS.  Settlement of vested Stock Units
may be made in the form of cash, in the form of Common Shares, or in any
combination of both, as the

Committee shall determine at or before the time when distribution commences.
The Committee may designate a method of converting Stock Units into cash,
including (without limitation) a method based on the Fair Market Value of Common
Shares over a series of trading days.  Until an Award of Stock Units is settled,
the number of such Stock Units shall be subject to adjustment pursuant to
Article 10.

    8.5  TIME OF SETTLEMENT AND PAYMENT OF STOCK UNITS.  Settlement of vested
Stock Units shall be made on the date or dates set forth in the applicable Stock
Award Agreement and may be settled in a lump sum or in installments.  Subject to
the provisions set forth below in this Section 8.5, the Committee shall
determine when all or any part of a settlement of Stock Units is to be paid, and
it may modify its original determination with respect to the time of payment at
any time before settlement of the Stock Units is completed.  If Stock Units, or
any portion thereof, are settled in the form of cash, payment may occur or
commence on the Settlement Date, or it may be deferred to any later date and may
be paid in a lump sum or in installments.  If the Stock Units, or any portion
thereof, are settled in the form of Common Shares, a certificate representing
the applicable number of Common Shares shall be issued to the Participant within
a reasonable time following the Settlement Date.  The Committee may also permit
Participants to request a deferral of any payment under this Section 8.5.  In
the case of any deferred payment, the Committee may increase the amount of such
payment by an interest factor or by dividend equivalents, as it deems
appropriate.

    8.6  DEATH OF RECIPIENT.  Any Stock Units which become payable after the
recipient's death shall be delivered or distributed to the recipient's
beneficiary of beneficiaries.  Each recipient of Stock Units under the Plan
shall designate one or more beneficiaries for this purpose by filing the
prescribed form with the Company.  A beneficiary designation may be changed by
filing the prescribed form with the Company at any time before the Award
recipient's death.  If no beneficiary was designated or if no designated
beneficiary survives the Award recipient, then any Stock Units which become
payable after the recipient's death shall be delivered or distributed to the
recipient's estate.  The Committee, at its sole discretion, shall determine the
form and time of any distribution(s) to a recipient's beneficiary or estate.

ARTICLE 9.  VOTING RIGHTS AND DIVIDENDS OR DIVIDEND EQUIVALENTS.

    9.1  RESTRICTED SHARES.  The holders of Restricted Shares awarded under the
Plan shall have the same voting, dividend and other rights as the Company's
other stockholders.

    9.2  STOCK UNITS.  The holders of Stock Units shall have no voting rights.
Prior to settlement or forfeiture, any Stock Unit awarded under the Plan shall
carry with it a right to dividend equivalents.  Such right entitles the holder
to be credited with an amount equal to all cash dividends paid on one Common
Share while the Stock Unit is outstanding.  Dividend equivalents may be
converted into additional Stock Units.  The Committee shall determine at what
time(s) any dividend equivalents are to be paid.  Payment of dividend
equivalents may be made in the form of cash, in the form of Common Shares, or in
a combination of both.  Prior to payment, any dividend equivalents which are not
paid on or about the date when dividends

on Common Shares are paid shall be subject to the same conditions and
restrictions (including, without limitation, any forfeiture conditions) as the
Stock Units to which they attach.  The Committee, at its sole discretion, shall
make all determinations relating to dividend equivalents.

ARTICLE 10.  PROTECTION AGAINST DILUTION.

    10.1 GENERAL.  In the event of a subdivision of the outstanding Common
Shares, a declaration of a dividend payable in Common Shares, a declaration of a
dividend payable in a form other than Common Shares in an amount that has a
material effect on the price of Common Shares, a combination or consolidation of
the outstanding Common Shares (by reclassification or otherwise) into a lesser
number of Common Shares, a recapitalization or a similar occurrence, the
Committee shall make appropriate adjustments in one or more of (a) the number of
Options, Restricted Shares and Stock Units available for future Awards under
Section 3.1, (b) the number of Stock Units included in any prior Award which has
not yet been settled, (c) the number of Common Shares covered by each
outstanding Option or (d) the Exercise Price under each outstanding Option.

    10.2 REORGANIZATIONS.  In the event that the Company is a party to a merger
or other reorganization, outstanding Options, Restricted Shares and Stock Units
shall be subject to the agreement of merger or reorganization.  Such agreement
may provide, without limitation, for the assumption of outstanding Awards by the
surviving corporation or its parent, for their continuation by the Company (if
the Company is a surviving corporation), for accelerated vesting or for
settlement in cash.

    10.3 RESERVATION OF RIGHTS.  Except as provided in this Article 10, a
Participant shall have no rights by reason of any subdivision or consolidation
of shares of stock of any class, the payment of any stock dividend or any other
increase or decrease in the number of shares of stock of any class.  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 Exercise Price of Common
Shares subject to an Option.  The grant of an Award pursuant to the Plan shall
not affect in any way the right or power of the Company to make adjustments,
reclassifications, reorganizations or changes of its capital or business
structure, to merge or consolidate or to dissolve, liquidate, sell or transfer
all or any part of its business or assets.

ARTICLE 11.  LIMITATION OF RIGHTS.

    11.1 EMPLOYMENT RIGHTS.  Neither the Plan nor any Award granted under the
Plan shall be deemed to give any individual a right to remain employed by the
Company or a Subsidiary.  The Company and its Subsidiaries reserve the right to
terminate the employment of any employee at any time, with or without cause,
subject only to a written employment agreement (if any).

    11.2 STOCKHOLDERS' RIGHTS.  A Participant shall have no dividend rights,
voting rights or other rights as a stockholder with respect to any Common Shares
covered by his or her Award prior to the issuance of a stock certificate for
such Common Shares.  No adjustment shall be made for cash dividends or other
rights for which the record date is prior to the date when such certificate is
issued, except as expressly provided in Articles 8, 9 and 10.

    11.3 CREDITORS' RIGHTS.  A holder of Stock Units shall have no rights other
than those of a general creditor of the Company.  Stock Units represent an
unfunded and unsecured obligation of the Company, subject to the terms and
conditions of the applicable Stock Award Agreement.

    11.4 GOVERNMENT REGULATIONS.  Any other provision of the Plan
notwithstanding, the obligations of the Company with respect to Common Shares to
be issued pursuant to the Plan shall be subject to all applicable laws, rules
and regulations and such approvals by any governmental agencies as may be
required.  The Company reserves the right to restrict, in whole or in part, the
delivery of Common Shares pursuant to any Award until such time as:

         (a)  Any legal requirements or regulations have been met relating to
    the issuance of such Common Shares or to their registration, qualification
    or exemption from registration or qualification under the Securities Act of
    1933, as amended, or any applicable state securities laws; and

         (b)  Satisfactory assurances have been received that such Common 
    Shares, when issued, will be duly listed or quoted on The NASDAQ Stock 
    Market (National Market System) or any other securities exchange or 
    quotation system on which Common Shares are then listed or quoted.

ARTICLE 12.  LIMITATION ON PAYMENTS.

    12.1 BASIC RULE.  Any provision of the Plan to the contrary 
notwithstanding, in the event that the independent auditors most recently 
selected by the Board (the "Auditors") determine that any payment or transfer 
by the Company to or for the benefit of a Key Employee, whether paid or 
payable (or transferred or transferable) pursuant to the terms of this Plan 
or otherwise (a "Payment"), would be nondeductible by the Company for federal 
income tax purposes because of the provisions concerning "excess parachute 
payments" in section 280G of the Code, then the aggregate present value of 
all Payments shall be reduced (but not below zero) to the Reduced Amount; 
provided, that the Committee, at the time of making an Award under this Plan 
or at any time thereafter, may specify in writing that such Award shall not 
be so reduced and shall not be subject to this Article 12.  For purposes of 
this Article 12, the "Reduced Amount" shall be the amount, expressed as a 
present value, which maximizes the aggregate present value of the Payments 
without causing any Payment to be nondeductible by the Company because of 
section 280G of the Code.

    12.2 REDUCTION OF PAYMENTS.  If the Auditors determine that any Payment
would be nondeductible by the Company because of section 280G of the Code, then
the Company shall promptly give the Key Employee notice to that effect and a
copy of the detailed calculation thereof and of the Reduced Amount, and the Key
Employee may then elect, in his or her sole discretion, which and how much of
the Payments shall be eliminated or reduced (as long as after such election the
aggregate present value of the Payments equals the Reduced Amount) and shall
advise the Company in writing of his or her election within 10 days of receipt
of notice.  If no such election is made by the Key Employee within such 10-day
period, then the Company may elect which and how much of the Payments shall be
eliminated or reduced (as long as after such election the aggregate present
value of the Payments equals the Reduced Amount) and shall notify the Key
Employee promptly of such election.  For purposes of this Article 12, present
value shall be determined in accordance with section 280G(d)(4) of the Code.
All determinations made by the Auditors under this Article 12 shall be binding
upon the Company and the Key Employee and shall be made within 60 days of the
date when a payment becomes payable or transferable.  As promptly as practicable
following such determination and the elections hereunder, the Company shall pay
or transfer to or for the benefit of the Key Employee such amounts as are then
due to him or her under the Plan and shall promptly pay or transfer to or for
the benefit of the Key Employee in the future such amounts as become due to him
or her under the Plan.

    12.3 OVERPAYMENTS AND UNDERPAYMENTS.  As a result of uncertainty in the
application of section 280G of the Code at the time of an initial determination
by the Auditors hereunder, it is possible that Payments will have been made by
the Company which should not have been made (an "Overpayment") or that
additional Payments which will not have been made by the Company could have been
made (an "Underpayment"), consistent in each case with the calculation of the
Reduced Amount hereunder.  In the event that the Auditors, based upon the
assertion of a deficiency by the Internal Revenue Service against the Company or
the Key Employee which the Auditors believe has a high probability of success,
determine that an Overpayment has been made, such Overpayment shall be treated
for all purposes as a loan to the Key Employee which he or she shall repay to
the Company, together with interest at the applicable federal rate provided in
section 7872(f)(2) of the Code; provided, however, that no amount shall be
payable by the Key Employee to the Company if and to the extent that such
payment would not reduce the amount which is subject to taxation under section
4999 of the Code.  In the event that the Auditors determine that an Underpayment
has occurred, such Underpayment shall promptly be paid or transferred by the
Company to or for the benefit of the Key Employee, together with interest at the
applicable federal rate provided in section 7872(f)(2) of the Code.

    12.4 RELATED CORPORATIONS.  For purposes of this Article 12, the term
"Company" shall include affiliated corporations to the extent determined by the
Auditors in accordance with section 280G(d)(5) of the Code.

ARTICLE 13.  WITHHOLDING TAXES.

    13.1 GENERAL.  To the extent required by applicable federal, state, local
or foreign law, the recipient of any payment or distribution under the Plan
shall make arrangements satisfactory to the Company for the satisfaction of any
withholding tax obligations that arise by reason of such payment or
distribution.  The Company shall not be required to make such payment or
distribution until such obligations are satisfied.

    13.2 NONSTATUTORY OPTIONS.  The Committee may permit an Optionee who
exercises NSOs to satisfy all or part of his or her withholding tax obligations
by having the Company withhold a portion of the Common Shares that otherwise
would be issued to him or her under such NSOs.  Such Common Shares shall be
valued at their Fair Market Value on the date when taxes otherwise would be
withheld in cash.  The payment of withholding taxes by surrendering Common
Shares to the Company, if permitted by the Committee, shall be subject to such
restrictions as the Committee may impose, including any restrictions required by
rules of the Securities and Exchange Commission.

ARTICLE 14.  ASSIGNMENT OR TRANSFER OF AWARD.

    Any Award granted under the Plan shall not be anticipated, assigned,
attached, garnished, optioned, transferred or made subject to any creditor's
process, whether voluntarily, involuntarily or by operation of law.  Any act in
violation of this Article 14 shall be void.  However, this Article 14 shall not
preclude a Participant from designating a beneficiary who will receive any
undistributed Awards in the event of the Participant's death, nor shall it
preclude a transfer by will or by the laws of descent and distribution.

ARTICLE 15.  FUTURE OF THE PLAN.

    15.1 TERM OF THE PLAN.  The Plan, as set forth herein, became effective on
January 31, 1996, subject to receipt of shareholder approval.  The Plan shall
remain in effect until it is terminated under Section 16.2, except that no ISOs
shall be granted after January 31, 2006.

    15.2 AMENDMENT OR TERMINATION.  The Board may, at any time and for any
reason, amend or terminate the Plan.  However, any amendment of the Plan shall
be subject to the approval of the Company's stockholders to the extent required
by applicable laws, regulations or rules.

    15.3 EFFECT OF AMENDMENT OR TERMINATION.  No Awards shall be made under the
Plan after the termination thereof.  The termination of the Plan, or any
amendment thereof, shall not affect any Option, Restricted Share or Stock Unit
previously granted under the Plan.

ARTICLE 16.  DEFINITIONS.

    16.1 "AWARD" means any award of an Option (with or without a related SAR),
a Restricted Share or a Stock Unit under the Plan.

    16.2 "AWARD YEAR" means a calendar year with respect to which an Award may
be granted.

    16.3 "BOARD" means the Company's Board of Directors, as constituted from
time to time.

    16.4 "CAUSE" means the commission of an act of fraud or intentional
misrepresentation or an act of embezzlement, misappropriation or conversion of
assets or opportunities of the Company or any direct or indirect majority-owned
subsidiary of the Company.

    16.5 "CHANGE IN CONTROL" means the occurrence of any of the following
events:

         (a)  A change in control required to be reported pursuant to Item 6(e)
    of Schedule 14A of Regulation 14A under the Exchange Act;

         (b)  A change in the composition of the Board, as a result of which
    fewer than two-thirds of the incumbent directors are directors who either
    (i) had been directors of the Company 24 months prior to such change, or
    (1i) were elected, or nominated for election, to the Board with the
    affirmative votes of at least a majority of the directors who had been
    directors of the Company 24 months prior to such change and who were still
    in office at the time of the election or nomination; or

         (c)  Any "person" (as such term is used in sections 13(d) of the
    Exchange Act) is or becomes the beneficial owner, directly or indirectly,
    of securities of the Company representing 20% or more of the combined
    voting power of the Company's then outstanding securities ordinarily (and
    apart from rights accruing under special circumstances) having the right to
    vote at elections of directors (the "Base Capital Stock"); provided,
    however, that any change in the relative beneficial ownership of securities
    of any person resulting solely from a reduction in the aggregate number of
    outstanding shares of Base Capital Stock, and any decrease thereafter in
    such person's ownership of securities, shall be disregarded until such
    person increases in any manner, directly or indirectly, such person's
    beneficial ownership of any securities of the Company.

    16.6 "CODE" means the Internal Revenue Code of 1986, as amended.

    16.7 "COMMITTEE" means the Compensation Committee of the Board, as
constituted from time to time.

    16.8 "COMMON SHARE" means one share of the common stock of the Company.

    16.9 "COMPANY" means Spire International Corp., a Utah corporation.

    16.10 "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.

    16.11 "EXERCISE PRICE" means the amount for which one Common Share may be
purchased upon exercise of an Option, as specified by the Committee in the
applicable Stock Option Agreement.

    16.12 "FAIR MARKET VALUE" shall mean the closing price of a Common Share on
the trading day immediately preceding the day in question, as reported by The
Nasdaq Stock Market (National Market System) or by such other exchange or
quotation system on which the Common Shares are listed or quoted.

    16.13 "FISCAL YEAR"  means the fiscal year of the Company.

    16.14 "ISO" means an incentive stock option described in section 422 of the
Code.

    16.15 "KEY EMPLOYEE" means a key employee of the Company or any Subsidiary,
as determined by the Committee.

    16.16 "NSO" means an employee stock option not described in sections 422
through 424 of the Code.

    16.17 "OPTION" means an ISO or NSO granted under the Plan and entitling the
holder to purchase one Common Share.

    16.18 "OPTIONEE" means an individual who holds an Option.

    16.19 "PARTICIPANT" means a Key Employee who has received an Award.

    16.20 "PLAN" means this Spire International Corp. Stock Incentive Plan, as
it may be amended from time to time.

    16.21 "RESTRICTED SHARE" means a Common Share awarded to a Participant
under the Plan subject to vesting conditions.

    16.22 "SAR" means a stock appreciation right granted under the Plan as part
of an Option or as a subsequent addition to an Option.

    16.23 "STOCK AWARD AGREEMENT" means the agreement between the Company and
the recipient of a Restricted Share or Stock Unit which contains the terms,
conditions and restrictions pertaining to such Restricted Share or Stock Unit.

    16.24 "STOCK OPTION AGREEMENT" means the agreement between the Company and
an Optionee which contains the terms, conditions and restrictions pertaining to
his or her Option.

    16.25 "STOCK UNIT" means a bookkeeping entry representing the equivalent of
one Common Share and awarded to a Participant under the Plan.

    16.26 "SUBSIDIARY" means any corporation, if the Company and/or one or more
other Subsidiaries own not less than 50% of the total combined voting power of
all classes of outstanding stock of such corporation.  A corporation that
attains the status of a Subsidiary on a date after the adoption of the Plan
shall be considered a Subsidiary commencing as of such date.

ARTICLE 17.  EXECUTION.

    To record the adoption of the Plan by the Board and approval by the
stockholders, the Company has caused its duly authorized officer to affix the
corporate name and seal hereto.

                                                 SPIRE INTERNATIONAL CORP.

                                                 By /s/ Robert K. Bench
                                                    --------------------------

 

Basic Info X:

Name: STOCK INCENTIVE PLAN
Type: Incentive Plan
Date: July 29, 1996
Company: SENTO CORP
State: Utah

Other info:

Date:

  • April 18 , 1996
  • January 31 , 1996
  • January 31 , 2006

Organization:

  • 5.6 Effect of Change
  • Time , Amount
  • Time of Settlement and Payment of Stock
  • the State of Utah
  • Company Common Shares
  • Award of Restricted Shares
  • Fair Market Value of Common Shares
  • Award of Stock Units
  • Exercise Price of Common Shares
  • Internal Revenue Service
  • Securities and Exchange Commission
  • Board of Directors
  • Compensation Committee of the Board
  • Nasdaq Stock Market National Market System
  • Spire International Corp.

Location:

  • Utah

Person:

  • Optionee
  • Robert K. Bench

Percent:

  • 110 %
  • 100 %
  • 20 %
  • 50 %