PROPOSAL 1

TO APPROVE THE HERITAGE GLOBAL INC. 2016 STOCK OPTION PLAN

Summary of the Plan

On May 5, 2016, the Board of Directors approved the Heritage Global Inc. 2016 Stock Option Plan (the “2016 Plan”) and recommended it for stockholder approval at the Special Meeting. The purpose of the 2016 Plan is to promote the interests of HGI and its shareholders by providing an opportunity to selected employees of HGI and its subsidiaries to purchase common stock of HGI, through the receipt of stock options to acquire stock in HGI. By encouraging stock ownership, HGI seeks to attract, retain and motivate such persons and to encourage such persons to devote their best efforts to the business and financial success of HGI.  The 2016 Plan applies to all grants of stock options granted on or after the date the 2016 Plan is approved or adopted by HGI's directors that are denoted in the applicable grant agreement as granted pursuant to the 2016 Plan.

Under the 2016 Plan, HGI may issue options which will result in the issuance of up to an aggregate of 3,150,000 shares of HGI common stock. The 2016 Plan provides for options that qualify as incentive stock options ("Incentive Options") under Section 422 of the Code, as well as the issuance of non-qualified options ("Non-Qualified Options"). The shares issued by HGI under the 2016 Plan may be either treasury shares or authorized but unissued shares.

Pursuant to the terms of the 2016 Plan, HGI may grant Incentive Options and Non-Qualified Options only to employees of HGI or any of HGI's subsidiaries, as determined by the Compensation Committee in its sole authority and discretion. As of July 18, 2016, the Company had 48 employees, including officers, who would be eligible to receive awards under the 2016 Plan. The maximum number of shares of HGI common stock that may be subject to options granted to any one participant during any calendar year is 450,000. No Incentive Options may be granted to an employee (a “10% Employee”) who, at the time of grant, owns stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or subsidiary thereof, unless the exercise price is at least one hundred ten percent (110%) of the fair market value, as determined at the time the Incentive Option is granted, of the shares of common stock subject to the Incentive Option and the Incentive Option is by its terms not exercisable more than five years from the grant date.

Options granted under the 2016 Plan must be evidenced by a stock option agreement in a form consistent with the provisions of the 2016 Plan. In the event that employment or service provided by a Plan participant is terminated for cause, any vested or unvested options of the 2016 Plan participant will terminate immediately. In the event a Plan participant is terminated for any reason other than for cause, death or disability, any options held by the Plan participant may be exercised for three months after termination or at any time prior to the expiration of the option, whichever is shorter, but only to the extent vested on the termination date. In the event a Plan participant is terminated by reason of death or disability, any options held by the Plan participant may be exercised, to the extent exercisable, for twelve (12) months after the date of such termination of employment or until the expiration of the stated term of the Option, whichever period is shorter.

The price at which shares of common stock covered by the option can be purchased is determined by HGI's Compensation Committee or Board of Directors; however, in all instances the exercise price is never less than the fair market value of HGI's common stock on the date the option is granted, except in the case of a 10% Employee as described above. To the extent that an Incentive Option or Non-Qualified Option is not exercised within the period in which it may be exercised in accordance with the terms and provisions of the 2016 Plan described above, the Incentive Option or Non-Qualified Option will expire as to the then unexercised portion. To exercise an option, the 2016 Plan participant must tender an amount equal to the total option exercise price of the underlying shares (according to any of the methods set forth in Section 6.4 of the 2016 Plan) and provide written notice of the exercise to HGI.

In the event of a dissolution, liquidation or sale of substantially all of the assets of the Company, or a merger or other reorganization of the Company in which the Company is not the surviving entity or is otherwise controlled by the surviving or successor entity, any unexercised awards will terminate; provided , however , that the vesting date of each outstanding option will accelerate and become exercisable within sixty days prior to such occurrence. In the event of a change in control (as defined in the 2016 Plan), outstanding option awards will be subject to the transaction agreement entered into with respect to such change in control, which may provide for continuation by the Company, revision, cancellation, conversion or other treatment of such awards. In the event that such agreement provides for the cancellation of awards, each option holder will be entitled to the same consideration or its equivalent cash value, as provided in such agreement, as the consideration received by the holder of common stock pursuant to such transaction agreement with respect to all awards vested on the transaction date.

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A copy of the 2016 Plan is attached to this Proxy Statement as Appendix A .

New Plan Benefits

Because benefits under the 2016 Plan will depend on the Compensation Committee’s actions and the fair market value of common stock at various future dates, it is not possible to determine the benefits that will be received by officers and other employees if the 2016 Plan is approved by shareholders. No benefits have been granted under the 2016 Plan as of the date hereof.

Vote Required for Approval

All shares of HGI’s common stock and the Series N preferred stock, voting on an as-converted basis and as a single class will be entitled to vote on Proposal 1. Proposal 1 must be approved by a majority of the shares outstanding in order to be effective. Therefore, any shares that are not voted, including shares represented by a proxy that is marked “abstain,” will count “against” Proposal 1. Broker non-votes will have no effect on Proposal 1 because they are not considered shares entitled to vote. If no voting specification is made on a properly returned or voted proxy card, the proxy card will vote FOR Proposal 1. The Board of Directors unanimously recommends a vote FOR the adoption and ratification of the 2016 Plan.

OTHER PROPOSED ACTION

The Board of Directors does not intend to bring any other matters before the Special Meeting, nor does the Board of Directors know of any matters that other persons intend to bring before the Special Meeting. If, however, other matters not mentioned in this proxy statement properly come before the Special Meeting, the persons named in the accompanying form of proxy will vote thereon in accordance with the recommendation of the Board of Directors of the Company.

You should be aware that HGI’s bylaws provide that no proposals or nominations of directors by stockholders shall be presented for vote at a Special Meeting of stockholders unless notice complying with the requirements in the bylaws is provided to the Board of Directors or HGI’s Secretary no later than the close of business on the fifth day following the day that notice of the Special Meeting is first given to stockholders.

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APPENDIX A

HERITAGE GLOBAL INC.

2016 STOCK OPTION PLAN

(AS ADOPTED ON May 5, 2016)

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TABLE OF CONTENTS

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HERITAGE GLOBAL INC.

2016 Stock Option Plan

SECTION 1. PURPOSE .  The purpose of the Heritage Global Inc. 2016 Stock Option Plan (the “Plan”) is to promote the interests of Heritage Global Inc., a Florida corporation (the “Company”), and its shareholders by providing an opportunity to selected employees of the Company or any Subsidiary thereof to purchase Common Stock of the Company, through the receipt of stock options to acquire stock in the Company. By encouraging stock ownership, the Company seeks to attract, retain and motivate such persons and to encourage such persons to devote their best efforts to the busin ess and financial success of the Company.  It is intended that this purpose will be affected by the granting of “non-qualified stock options” or “incentive stock options” to acquire the Common Stock of the Company. Under the Plan, the Committee shall have the authority (in its sole discretion) to grant “incentive stock options” within the meaning of section 422(b) of the Code and “non-qualified stock options” to which section 421 of the Code does not apply.  With respect to any awards granted under the Plan that are intended to comply with the requirements of “performance-based compensation” under section 162(m) of the Code, the Plan shall be interpreted in a manner consistent with such requirements. The Plan is not subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”).

SECTION 2. Definitions .  For purposes of the Plan, the following terms used herein shall ha ve the following meanings, unless a different meaning is clearly required by the context.

2.1. “ Affiliate ” shall mean, with respect to (i) any person directly or indirectly controlling, controlled by, or under common control with such person, (ii) any officer, director, general partner, member or trustee of such person, and (iii) any person who is an officer, director, general partner, member or trustee of any person described in clauses (i) or (ii) of this sentence.  For purposes of this definition, the terms “controlling,” “controlled by,” or “under common control with” shall mean the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person or entity, whether through the ownership of voting securities, by contract or otherwise, or the power to elect at least 50% of the directors, managers, general partners , or persons exercising similar authority with respect to such person or entities.

2.2. “ Award ” shall mean a right that is granted under the Plan to a Participant by the Company, which may be in the form of Incentive Stock Options or Nonqualified Stock Options.

2.3. “ Award Agreement ” shall mean a written agreement (including any amendment or supplement thereto) between the Company or Subsidiary and a Participant specifying the terms and conditions of an Award granted to such Participant.

2.4. “ Board of Directors ” or “ Board ” shall mean the Board of Directors of the Company.

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2.5. “ Change in Control ” shal l mean the first to occur of:

2.5.1. The date that any one Person, or more than one Person acting as a group, acquires ownership of stock of the Company that, together with stock held by such Person or group, constitutes more than fifty percent (50%) of the total voting power of the stock of Company; provided, however, that the merger or consolidation of the Company with another entity as a result of which fifty percent 50% or more of the outstanding voting securities of the surviving or resulting entity (or of the parent entity of such resulting or surviving entity) shall be owned in the aggregate by the shareholders of the Company immediately prior to such merger or consolidation, shall not constitute a Change in Control.

2.5.2. The date of the merger or consolidation of the Company with another entity as a result of which less than fifty percent (50%) of the outstanding voting securities of the surviving or resulting entity (or of the parent entity of such resulting or surviving entity) shall be owned in the aggregate by the shareholders of the Company immediately prior to such merger or consolidation.

2.5.3. The date that a majority of members of the Board a re replaced during any twelve (12) month period by directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election.  

2.5.4. On the date that any one Person, or more than on e Person acting as a group, acquires (or has acquired during the twelve (12) month period ending on the date of the most recent acquisition by such person or persons) assets, directly or indirectly, from the Company that have a total gross fair market value equal to or more than fifty percent (50%) of the total gross fair market value of all of the assets owned, directly or indirectly, by the Company immediately prior to such acquisition or acquisitions. Notwithstanding the foregoing, a Change in Control shall not be deemed to have occurred under this Paragraph 2.5.4 (i) upon the acquisition or disposition of inventory or assets held by the Company for resale; or (ii) when there is a transfer to an entity that is controlled by the shareholders of the Company immediately after the transfer as provided in the following sentence.  A transfer of assets by Company is not treated as a change in the ownership of such assets if the assets are transferred to (i) a shareholder of the Company (immediately before the asset transfer) in exchange for or with respect to its stock in the Company, (ii) an entity, fifty percent (50%) or more of the total voting power of which is owned, directly or indirectly, by the Company, (iii) a Person, or more than one Person acting as a group, that owns, directly or indirectly, fifty percent (50%) or more of the total voting power of all the outstanding stock of the Company, or (iv) an entity, at least fifty percent (50%) of the total value or voting power of which is owned, directly or indirectly, by a person described in (iii) of this Paragraph.

This definition of “Change in Control” is intended to be consistent with the phrase “change in the ownership or effective control of the corporation, or in the ownership of a substantial portion of the assets of the corporation” as used in section 409A(a)(2)(A)(v) of the Code and the Regulations promulgated thereunder and shall be interpreted and applied in a manner consistent with such intent.

2.6. “ Code ” shall mean the Internal Revenue Code of 1986, as amended.

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2.7. “ Committee ” shall mean the Compensation Committee of the Board of Directors or such other committee as the Board of Directors shall appoint from time to time to administer the Plan; provided, that the Committee shall at all times consi st of two or more persons, each of whom shall be a member of the Board of Directors. To the extent required for transactions under the Plan to qualify for the exemptions available under Rule 1 6b-3 promulgated under the Exchange Act, members of the Committe e (or any subcommittee thereof) shall be “non-employee directors” within the meaning of Rule 16b-3. To the extent required for compensation realized from Options under the Plan to be deductible by the Company pursuant to section 162(m) of the Code, members of the Committee (or any subcommittee thereof) shall be “outside directors” within the meaning of such section.

2.8. “ Common Stock ” shall mean the common stock, $0.01 par value, of the Company.

2.9. “ Employee ” shall mean any person who, at the time  an O ption is granted to such person, is an “employee,” as such term is used in section 422 of the Code and described in Regulations section 1.421-1(h)(1), of the Company or a Subsidiary.

2.10. “ Exchange Act ” shall mean the Securities Exchange Act of 1934, as amended.

2.11. “ Fair Market Value ” shall mean the fair market value of a share of Common Stock as of any date, determined by applying the following rules:

2.11.1. If the principal market for the Common Stock is a national securities exchange, then the fair market value as of that date shall be the reported closing price of the Common Stock on that date on the principal exchange or market on which the Common Stock is then listed or admitted to trading.

2.11.2. If sale prices are not available or if the princi pal market for the Common Stock is not a national securities exchange, the fair market value of the Common Stock shall be the reported closing price for the Common Stock on such day as reported on the OTC Bulletin Board Service or by the National Quotation Bureau, Incorporated or a comparable service.

2.11.3. If the day is not a business day and as a result, Paragraphs 2.11.1 and 2.11.2 next above are inapplicable, the fair market value of the Common Stock shall be determined as of the next earlier business day.

2.11.4. If Paragraphs 2.11.1, 2.11.2 and 2.11.3 next above are otherwise inapplicable, then the fair market value of the Common Stock shall be determined in good faith by the Committee in a manner consistent with section 409A of the Code.

2.12. “ ISO ” shall mean an option to purchase Common Stock granted under the Plan that constitutes and shall be treated as an “incentive stock option,” as such phrase is defined in section 422(b) of the Code.

2.13. “ Non-Qualified Option ” shall mean an option to purch ase Common Stock granted to an Employee pursuant to the Plan that is not an “incentive stock option,” with respect to which section 421 of the Code does not apply, and that shall not constitute nor be treated as an ISO.

2.14. “ Option ” shall mean any ISO or Non-Qualified Option granted to an Employee pursuant to this Plan.

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2.15. “ Participant ” shall mean an Employee to whom an Option has been granted pursuant to this Plan.

2.16. “ Person ” shall mean any individual, corporation, partnership, limited liability company, association, joint-stock company, trust, unincorporated organization, government or political subdivision thereof or other entity.

2.17. “ Regulations ” shall mean the Federal Income Tax Regulations, including Temporary Regulations promulgated under the Code, as such Regulations may be amended from time to time (including corresponding provisions of succeeding Regulations).

2.18. “ Share ” shall mean a shar e of C ommon Stock of Heritage Global Inc.

2.19. “ Subsidiary ” shall have the meaning set forth for “subsidiary corporation” in section 424(f) of the Code.

SECTION 3. Eligibility .  Options may be granted to any Employee.  The Committee shall have the sole authority to select the persons to whom Options are to be granted hereunder and to determine whether a person is to be granted an ISO, a Non-Qualified Option, or any combination thereof. No person shall have any right to participate in the Plan.  Any person selected by the Committee for participation during any one period shall not by virtue of such participation have the right to be selected as a Participant for any other period.  Any Participant may hold at any time more than one (1) Award, but only upon such terms as provided hereunder and any agreement evidencing such Awards.

SECTION 4. Common Stock Subject to the Plan .  

4.1. Source of Shares . Upon the exercise of an Option the Company shall deliver to the Participant authorized but previously unissued Common Stock or Common Stock that is held by the Company in treasury; provided, however, any Award may be settled in cash at the discretion of the Committee as provided in Paragraphs 6.3.3 and 7.3.

4.2. Maximum Number of Shares . The maximum aggregate numbe r of shares of Stock that may be issued pursuant to the Plan is 3,150,000 shares.  The maximum number of shares of Stock that may be subject to Options granted to any one Participant during any calendar year is 450,000 shares of Common Stock.  The aggregate number of shares available for grant under this Plan and the number of shares of Common Stock subject to outstanding awards shall be subject to adjustment as provided in Section 7.1.

4.3. Forfeitures . If any Award granted hereunder expires or terminates for any reason without having been exercised in full, the shares of Common Stock subject thereto shall again be available for issuance of an Award under this Plan.

4.4. Maximum Number of ISOs . Notwithstanding the provisions of Section 4.3, the maximum ag gregate number of shares of Stock that may be issued pursuant to Incentive Stock Options under the Plan is 6,000,000 shares, subject to adjustment as provided in Section 7.1, provided that no adjustment shall be made and no shares of Common Stock may again be optioned, granted or awarded if such action would cause an Incentive Stock Option to fail to qualify as an incentive stock option under section 422 of the Code.

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SECTION 5. Administr ation of the Plan .  

5.1. Committee . The Plan shall be administered by the Board or, as directed specifically otherwise herein, by the Committee.

5.2. Options . The Committee shall have the sole authority and discretion under the Plan (i) to select the Employees who are to be granted Awards hereunder; (ii) to designate whether an Employee is to be granted an ISO or a Non-Qualified Option; (iii) to establish the number of shares of Common Stock that may be issued upon the exercise of each Option; (iv) to determine the time and the conditions subject to which Options may be exercised in whole or in part; (v) to determine the form of the consideration that may be used to purchase shares of Common Stock upon exercise of any Option (including the circumstances under which the Company’s issued and outstanding shares of Common Stock may be used by a Participant to exercise an Option); (vi) to impose restrictions and/or conditions with respect to shares of Common Stock acquired upon exercise of an Award; (vii) to determine the circumstances under which shares of Common Stock acquired upo n exercise of any Award may be subject to repurchase by the Company; (viii) to determine the circumstances and conditions subject to which shares acquired upon exercise of an Award may be sold or otherwise transferred, including, without limitation, the circumstances and conditions subject to which a proposed sale of shares of Common Stock acquired upon exercise of an Award may be subject to the Company’s right of first refusal (as well as the terms and conditions of any such right of first refusal); (ix) to establish vesting provisions for any Award relating to the time (or the circumstance) when the Award may be exercised by a Participant, including vesting provisions that may be contingent upon the Company meeting specified financial goals; (x) to accelerate the time when outstanding Awards may be exercised; provided, however, that such “acceleration” with respect to any Award is permitted only if such acceleration would not cause the Award to be subject to the provisions of section 409A of the Code; and (xi) to establish any other terms, restrictions and/or conditions applicable to any Award not inconsistent with the provisions of the Plan, so long as such terms do not cause an Award to be subject to section 409A of the Code and, with respect to ISOs, not inconsistent with the provisions of section 422  of the Code.

5.3. Plan Interpretation . The Committee shall be authorized to interpret the Plan and any Award granted hereunder and may, from time to time, adopt such rules and regulations, not inconsistent with the provisions of the Plan, as it may deem advisable to carry out the purpose of the Plan.

5.4. Committee Interpretations Conclusive . The interpretation and construction by the Committee of any provision of the Plan, any Option granted hereunder or any Award Agreement evidencing any such Option shall be final and conclusive upon all parties, except as may otherwise be determined by the Board of Directors.

5.5. Committee Voting . Directors of the Company (or members of the Committee) who are either eligib le to receive Awards hereunder, or to whom Awards have been granted hereunder, may vote on any matter affecting the administration of the Plan or the granting of Awards under the Plan; provided, however, that no director (or member of the Committee) shall vote upon the granting of an Award to himself, but any such director (or Committee member) may be counted in determining the existence of a quorum at any meeting of the Board of Directors (or the Committee) at which the Plan is administered or action is taken with respect to the granting of any Award.

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5.6. Committee Exculpation . All expenses and liabilities incurred by the Committee in the administration of the Plan shall be borne by the Company. The Committee may employ attorneys, consultants, accountants or other persons in connection with the administration of the Plan. The Company, and its office rs and directors, shall be entitled to rely upon the advice, opinions or valuations of any such persons. No member of the Committee or Board of Directors shall b e liable for any action, determination or interpretation taken or made in good faith with respect to the Plan or any Award granted hereunder.

SECTION 6. Terms and Co nditions of Options .  

6.1. ISOs .  The terms and conditions of each ISO granted under the Plan shall be specified by the Committee, shall be set forth in an Award Agreement between the Company and the Participant in such form as the Committee shall approve, and shall be clearly identifie d therein as an ISO. The terms and conditions of each ISO shall be such that each ISO issued hereunder shall constitute and be treated as an “incentive stock option” as defined in section 422 of the Code. The terms and conditions of any ISO granted hereunder need not be identical to those of any other ISO granted hereunder. Notwithstanding the above, the terms and conditions of each ISO shall include the following:

6.1.1. The exercise price shall not be less than one hundred percent (100%) (or one hundred t en percent (110%) in the case of an Employee referred to in Paragraph 6.1.3 hereof) of the Fair Market Value of the Shares of Common Stock subject to the ISO on the date the ISO is granted, but in no event shall the option price be less than the par value of such shares, which price shall be payable in U.S. dollars upon the exercise of such ISO and paid, except as otherwise provided in Section 6.5, in cash or by check immediately upon exercise.  

6.1.2. The Committee shall fix the term of all ISOs granted p ursuant to the Plan, including the date on which such ISO shall expire and terminate; provided, however, that such term shall in no event exceed ten (10) years from the date on which such ISO is granted (or, in the case of an ISO granted to an Employee referred to in Paragraph 6.1.3 hereof, such term shall in no event exceed five (5) years from the date on which such ISO is granted). Each ISO shall be exercisable in such amount or amounts, under such conditions and at such times or intervals or in such installments as shall be determined by the Committee in its sole discretion.  An Employee must exercise an ISO while he is an employee of the Company or an Subsidiary or within three months of termination of employment with the Company and its Subsidiaries (one year in the case of termination due to disability or death), or, if sooner, within a period of time designated in the Participant’s Agreement.

6.1.3. An ISO shall not be granted to an Employee who, at the time the ISO is granted, owns (actually or constr uctively under the provisions of section 424(d) of the Code) stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or Subsidiary of the Company (taking into account the attribution rules of section 424(d) of the Code), unless the exercise price is at least one hundred ten percent (110%) of the Fair Market Value (determined as of the time the ISO is granted) of the shares of Common Stock subject to the ISO and the ISO by its terms is not exercisable more than five (5) years from the date it is granted. Notwithstanding any other provision of the Plan, the provisions of this Paragraph 6.1.3 shall not apply, or be construed to apply, to any Non-Qualified Option granted under the Plan.

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6.1.4. In the event the Company or any Subsidiary of the Company is required to withhold the minimum Federal, state or local taxes in respect of any compensation income realized by the Participant as a result of any “disqualifying disposition” of any Shares of Common S tock acquired upon exercise of an ISO granted hereunder, the Company shall deduct from any payments of any kind otherwise due to such Participant the aggregate amount of such Federal, state or local taxes required to be so withheld or, if such payments are insufficient to satisfy such Federal, state or local taxes, or if no such payments are due or to become due to such Participant, then such Participant shall be required to pay to the Company, or make other arrangements satisfactory to the Company regardin g payment to the Company of, the aggregate amount of any such taxes. All matters with respect to the total amount of taxes to be withheld in respect of any such compensation income shall be determined by the Committee in its sole discretion.

6.1.5. If upon the exercise of one or more Options granted pursuant to this or any other plan of the Company or any Subsidiary of the Company that are designated as ISOs upon the grant thereof, a portion of such exercised Options are not treated as ISOs pursuant to section 422(d) of the Code, which sets a limit upon the aggregate Fair Market Value (determined at the time the ISOs are granted) of stock subject to ISOs that may become exercisable by the optionee thereof for the first time during any calendar year, then the Company shall issue one or more certificates evidencing the Common Stock acquired pursuant to the exercise of ISOs and one or more certificates evidencing the Common Stock acquired pursuant to the exercise of Options not treated as ISOs in accordance with section 422 of the Code and shall so identify such certificates in the Company’s stock transfer records.

6.1.6. Following a transfer of stock to a Participant pursuant to such Participant’s exercise of an ISO, the Company or any Subsidiary of the Company shall (on or before January 31 of the calendar year following the year of such transfer) furnish to such Participant the written statement prescribed by section 6039 of the Code and the Regulations promulgated thereunder.

6.2. Non-Qualified Options .  The terms and conditions of each Non-Qualified Option granted under the Plan shall be specified by the Committee, in its sole discretion, shall be set forth in an Award Agreement between the Company and the Participant in such form as the Committee shall approv e, and such Option shall be clearly identified therein as a Non-Qualified Option and shall be a “non-qualified stock option” for Federal income tax purposes to which section 421 of the Code does not apply. The terms and conditions of any Non-Qualified Option granted hereunder need not be identical to those of any other Non-Qualified Option granted hereunder. Notwithstanding the above, the terms and conditions of each Non-Qualified Option shall include the following:

6.2.1. The option price shall be as deter mined by the Committee, but shall not be less than one hundred percent (100%) of the Fair Market Value of the Shares of Common Stock subject to the Non-Qualified Option on the date such Non-Qualified Option is granted nor less than the par value of such shares.

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6.2.2. The Committee shall fix the term of all Non-Qualified Options granted pursuant to the Plan (including the date on which such Non-Qualified Option shall expire and terminate). Such term may be more than ten (10) years from the date on which su ch Non-Qualified Option is granted. Each Non-Qualified Option shall be exercisable in such amount or amounts, under such conditions, and at such times or intervals or in such installments as shall be determined by the Committee in its sole discretion and a s set forth in the agreement evidencing such Non-Qualified Stock Option.

6.2.3. In the event the Company or a Subsidiary thereof is required to withhold the minimum Federal, state or local taxes in respect of any compensation income realized by the Partic ipant in respect of a Non-Qualified Option granted hereunder or in respect of any shares of Common Stock acquired upon exercise of a Non-Qualified Option, the Company or a Subsidiary thereof shall deduct from any payments of any kind otherwise due to such Participant the aggregate amount of such Federal, state or local taxes required to be so withheld or, if such payments are insufficient to satisfy such Federal, state or local taxes, or if no such payments are due or to become due to such Participant, then such Participant shall be required to pay to the Company, or make other arrangements satisfactory to the Company regarding payment to the Company of, the aggregate amount of any such taxes. All matters with respect to the total amount of taxes to be withheld in respect of any such compensation income shall be determined by the Committee in its sole discretion.

6.3. Terms and Conditions Common to All Awards .  All Awards granted under the Plan shall include the following provisions:

6.3.1. All Awards, by the ir terms, shall not be transferable other than by last will and testament or the laws of descent and distribution; provided, however, Non-Qualified Options may also be transferable to members of the Participant’s immediate family (or to one or more trusts for the benefit of such family members or to partnerships or limited liability companies in which such family members or trusts are the only partners or members), if (i) the Award Agreement with respect to which such Non-Qualified Option relates expressly so provides, and (ii) the Participant does not receive any consideration for the transfer.  Any Award held by any such transferees will continue to be subject to the same terms and conditions that are applicable to such Award immediately prior to its transfer.  During a Participant’s lifetime, ISOs shall be exercisable only by the Participant and Non-Qualified Options may be exercised by the Participant or the appropriate transferee.

6.3.2. Each Award shall state the number of shares to which it pertains and the requirements and vesting schedule thereof, if any.

6.3.3. On the date that a Participant’s employment with the Company or an Subsidiary in his or her capacity as an employee ceases (and the Participant is not otherwise providing services to the Company or any Subsidiary) for any reason other than death, disability (as defined in section 22(e)(3) of the Code), or termination for cause as described in Paragraph 6.3.5, all outstanding Options held by such Participant shall thereon terminate, except that any outstanding Options held by the Participant at such time may be exercised by the Participant, to the extent otherwise then exercisable, for a period of three (3) months from the date of termination of employment  or until the expiration of the stated term of such Option, whichever period is shorter.  

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6.3.4. If th e Participant ceases to be employed by the Company or one of its Subsidiaries by reason of death or disability (as defined in section 22(e)(3) of the Code), the Participant or any person or persons who shall have acquired the Option directly from the Parti cipant by last will and testament or the applicable laws of descent and distribution with respect to ISOs and by transfers permitted in Paragraph 6.3.1 with respect to Non-Qualified Options shall have the right (i) for twelve (12) months after the date of such termination of employment by reason of death or disability or (ii) until the expiration of the stated term of the Option, whichever period is shorter, to exercise this Option with respect to all shares then available for purchase under the Award Agree ment.

6.3.5. In the event a Participant is terminated from employment with the Company for “cause,” such Participant’s right to exercise any Award granted hereunder, whether vested or non-vested, shall terminate upon notice of discharge.  For purposes of this Paragraph 6.3.6, “cause” shall mean final conviction of a felony or conduct prejudicial to the interests of the Company.  

6.3.6. Notwithstanding anything in the Plan to the contrary, the Committee may grant Non-Qualified Options to Employees, as such term is defined in Section 2.9 hereof with respect to Non-Qualified Options, that do not include the provisions of Paragraphs 6.3.3 through 6.3.5, or that include modified versions thereof, provided the Award Agreement evidencing such Award reflects such deletions or modifications.

6.3.7. The Committee shall determine the extent to which a leave of absence for military or government service, illness, temporary disability, or other reasons shall be treated as a termination or interruption of full-time emplo yment for purposes of determining questions of forfeiture and exercise of an Award after termination of full-time employment.  With respect to an Incentive Option, such period of unemployment that is longer than three months following termination may be treated as employment if consistent with section 422 of the Code pursuant to a federal statute, Regulations, or a published ruling of the Internal Revenue Service that has general application.

6.4. Payment of Exercise Price .  The payment of the exercise pric e of an Option granted under this Plan shall be subject to the following:

6.4.1. Subject to the following provisions of this Section 6.4, the full exercise price for shares of Common Stock purchased upon the exercise of any Option shall be paid at the time of such exercise (except that, in the case of an exercise arrangement approved by the Committee and described in Paragraph 6.4.3, payment may be made as soon as practicable after the exercise).

6.4.2. The exercise price shall be payable in cash or by tend ering, by either actual delivery of shares or by attestation, shares of Common Stock acceptable to the Committee, and valued at Fair Market Value as of the day of exercise, or in any combination thereof, as determined by the Committee.

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6.4.3. The Committee may permit a Participant (subject to applicable insider trading policies) to elect to pay the exercise price upon the exercise of an Option by irrevocably authorizing a third party to sell shares of Common Stock (or a sufficient portion of the shares) acq uired upon exercise of the Option and remit to the Company a sufficient portion of the sale proceeds to pay the entire exercise price and the minimum tax withholding resulting from such exercise.

6.5. Modification of Options .  Subject to the terms and cond itions and within the limitations of the Plan, the Committee, in its discretion, may modify outstanding Awards granted under the Plan; provided, however, that no modification of an Award shall alter or impair any rights or obligations under any Option theretofore granted under the Plan or cause such Award to become subject to the provisions of section 409A of the Code.

6.6. Rights as a Shareholder .  Any Participant or transferee of an Option granted hereunder shall have no rights as a shareholder of the Co mpany with respect to any shares of Common Stock to which such Award relates until the date of the issuance of a stock certificate to him for such shares, or the Participant or transferee is reflected as an owner of such shares in the Company’s stock recor ds. 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 otherwise required by Section 7 hereof.

6.7. Fractional Shares .  Only whole Shares of Common Stock may be acquired through the exercise of an Option. Any amounts tendered in the exercise of an Award remaining after the maximum number of whole Shares have been purchased will be returned to the Participant.

6.8. Other Agreement Provisions .  The agreements evidencing Awards authorized under the Plan shall contain such other provisions, including, without limitation, restrictions upon the exercise of such Awards, as the C ommittee shall deem advisable. Any Award Agreement hereunder shall contain such limitations and restrictions upon the exercise of ISOs as shall be necessary in order that such ISOs will be “incentive stock options” as defined in section 422 of the Code, or to conform to any change in the law, which provisions shall control any inconsistent or contradictory provision of the Plan.

SECTION 7. Ad justments .  

7.1. Adjustment to Shares .  The number and kind of shares of stock with respect to which Awards hereunde r may be granted (both overall and individual limitations) and which are the subject of outstanding Awards, and the maximum number and exercise price thereof, shall be adjusted as the Committee determines to be appropriate, in the event that:

7.1.1. The Co mpany effects one or more Stock dividends, Stock splits, reverse Stock splits, subdivisions, consolidations or other similar events;

7.1.2. The Company engages in a transaction t o which section 424 of the Code applies; or

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7.1.3. There occurs any other even t that in the ju dgment of the Committee necessitates such action;

provided, however, that if an event described in Paragraphs 7.1.1 and 7.1.2 occurs, the Committee shall make adjustments to the limit on Awards specified in Article IV that are proportionate to the modifications of the Stock that are on account of such corporate changes, and further provided, however, (i) that the limitations of sections 422 and 424 of the Code shall apply with respect to adjustments made to ISOs so as not to cause any ISO to cease to qualify as an ISO under section 422 of the Code and (ii) that no adjustments may be made that (A) would cause any Option to be subject to section 409A of the Code, or (B) if it causes such Option to be subject to section 409A of the Code, would result in any additional tax under such section.  All such adjustments by the Committee shall be effective and binding for all purposes of this Plan.

7.2. Substitution of Awards on Merger or Acquisition .   The Committee may grant Awards in substitution for stock awards, stock options, stock appreciation rights, restricted stock or similar awards held by an individual who becomes an employee of the Company or a Subsidiary in connection with a transaction to which section 424(a) of the Code applies. The terms of such substituted Awards shall be determined by the Committee in its sole discretion, subject only to the limitations of Article IV.