Fill and Sign the S8 Registration Statement Addl 1 Mill Shares Form

EXHIBIT "A" EXECUTIVE STOCK INCENTIVE PLAN OF OCTO LIMITED 1. Purpose . This Plan was established by the Company as of July 1, 1984, to create a supplemental income benefit to enable the Company to attract and retain the caliber of key executive employees necessary for the growth of the Company and to give such employees added incentive to do all that they can to increase the Company's profits. The Plan shall be administered by a Committee on an annual basis ending each June 30, the Accounting Date. All Employer Contributions shall be paid to the Trustee, and together with all income received, shall be held by the Trustee in the Trust and administered for the exclusive benefit of Participants and their Beneficiaries, pursuant to the Plan and the Trust Agreement, which is the funding vehicle for the Plan. 2.Definitions . In this Plan, unless the context clearly implies otherwise, the singular includes the plural, the masculine includes the feminine, and the capitalize d words have the following meanings: (a)Account . One of several records maintained to record a Participant's interest in the Plan. (b)Accounting Date . June 30, 1985, and the last day of each June thereafter. (c) Accrued Benefit . The amount of a Participant's Account or Accounts. (d) Acquisition Charges . The cost of Trust investments, such as brokerage commissions, transfer taxes and other charges and expenses in connection with the purchase of Company Stock or the purchase of other securities or other kinds of investments, as provided in the Trust Agreement. (e)Beneficiary . The person or persons named by a Participant to receive distribution of a Participant's Plan Benefit if he is not alive. (f)Committee . The Committee appointed by the Board of Directors of the Company to administer the Plan and give instructions to the Trustee. (g)Company . OCTO Limited, a Delaware corporation. (h)Company Stock . The capital stock of the Company now or hereafter authorized. (i) Distribution Date . The January 1 coinciding with or next following a Participant's 65 th birthday, whether or not in connection with his retirement. (j) Employee . An executive employee of the Company or any Subsidiary regularly employed on a full-time basis. An individual whose customary employment is for fewer than 1,000 hours in a Plan Year is not considered an Employee for purposes of the Plan for such Plan Year. (k)Employer . The Company or any Subsidiary. (l) Employer Contributions . Contributions by the Employer to the Trust. (m) Fair Market Value . The fair market value as determined by applying any reasonable standards of valuation. (n) Fiduciary . Any person with respect to the Plan to the extent that (i) he exercises any discretionary authority or discretionary control respecting management of the Plan or exerci ses any authority or control respecting management or disposition of its assets, (ii) he renders investment advice for a fee or other compensation, direct or indirect, with respect t o any monies or other property of the Plan or has any authority or responsibility to do so, or (iii) he has any discretionary authority or discretionary responsibility in the administration of the Plan, a nd wherever applicable, shall include the Trustee. (o)Forfeiture . The portion of a Participant's Accounts which does not become a part of his Plan Benefit. (p)Interest . The interest paid or payable by the Trustee on any Loan made by the Trustee, the proceeds of which are used by the Trustee to purchase Company Stock. (q)Investment Fund . That part of the Trust held by the Trustee under the Trust Agreement which contains all of the assets of the Trust except Company Stock. (r)Investment Fund Income . The net income of the Investment Fund during any year, including appreciation and depreciation in the value of its assets, whether or not realized. (s)Loan. The principal amount of any sums borrowed by the Trustee to purchase Company Stock. The term also refers to the amount of the principal which the Trustee has not repaid on any specified date. (t)Participant . Any Employee who is designated by the Committee to participate in the Plan. (u)Payment Date . The 60th calendar day after a Participant's participation ends under subparagraph 12(a) hereof. (v)Plan. OCTO Limited Executive Stock Incentive Plan, together with all amendments thereto from time to time in effect. (w)Plan Benefit . The amount of Company Stock and cash to which a Participant becomes entitled on termination of his participation in the Plan. (x)Plan Year . The year commencing July 1 immediately succeeding the Employee's date of employment, and each twelve month period thereafter. (y)Service. The total period of a Participant's employment as a regular full-time employee of the Employer, including but not limited to, the period prior to the effec tive date of the Plan. (z)Stock Fund . That part of the Trust held by the Trustee under the Trust Agreement consisting only of shares of Company Stock. (aa) Subsidiary . Any corporation at least 50% of the outstanding voting capital stock of which is owned by the Employer. (bb) Trust. The Trust created by the Trust Agreement entered into between the Company and the Trustee consisting of the Investment Fund and the Stock Fund. (cc) Trust Agreement The agreement between the Company and the Trustee or any successor trustee, establishing the Trust and specifying the duties of the Trustee. (dd) Trustee. Somerset Trust Company, any successor in interest to said trustee and any successor trustee chosen by the Company's Board of Directors which agrees to act by executing the Trust Agreement. (ee) Year of Service . A Plan Year of employment (beginning on the first July 1 immediately succeeding the Employee's date of employment and each Plan Year thereafter) during which the Employee has 1,000 or more hours of Service. 3. Eligibility . An Employee becomes a Participant on the first day after the date the Employee is designated by the Committee to participate in the Plan. 4.Employer Contributions . For the first Plan Year of the Plan, ending June 30, 1985, and each Plan Year thereafter, the Company may make Employer Contributions in cash, in such amount, and/or in shares of authorized but unissued Company Stock (subject to shareholder approval to the extent approval is required by law) and/or in shares of Company Stock held in its treasury, in such number of shares, as the Company's Board of Directors may from time to tim e determine, on or before the due date for filing the Company's federal income tax return for the year, including any extensions of such due date. All shares contributed hereunder to the Trust by the Company, whether treasury shares or original issue, shall be deemed issued and outstanding shares of Company Stock when certificates evidencing same are delivered to the Trustee. 5.Investment of Employer Contributions . All Employer Contributions in cash and any other cash received by the Trust, including dividends, will first be used to pay outstanding obligations of the Trust to the extent not paid directly by the Company, and any excess will be used to buy Company Stock from holders of outstanding stock or newly issued stock from the Company or treasury stock from the Company to the extent such treasury stock is not contribute d by the Company to the Trust under paragraph 4 hereof. Except as otherwise provided in paragraph 16 hereof, all purchases of Company Stock shall be made at a price, or at price s, which in the judgment of the Trustee, do not exceed the Fair Market Value of such shares of Company Stock. 6.Allocations . As of each Accounting Date, each Participant's share in the Employer Contributions, Forfeitures and income and expenses for the Plan Year shall be determined as follows: (a) Employer Contributions for the Plan Year shall be allocated among Participants' Accounts in the proportion fixed by the Committee for such Plan Year. (b) Forfeitures shall, at the election of the Committee, be allocated among Participants' Accounts in the proportion fixed by the Committee and/or redelivered to the Company a nd held as treasury stock. (c) The income and expenses (including, but not limited to, Interest) of the Trust for such Plan Year will be allocated among Participants' Accounts in proportion to their respec tive Accrued Benefits at the beginning of the Plan Year. 7.Accounts . A Cash Account, kept in dollars and cents, and a Stock Account, kept in number of shares and thousandths of shares of Company Stock, shall be maintained to record each Participant's interest in the Plan. 8.Establishment of Trust and Investment Fund . (a) Establishment of Trust. All assets of this Plan shall be held in trust by the T rustee. Upon acceptance and upon being named or appointed, the Trustee shall have exclusive authori ty and discretion to manage and control the assets of this Plan, except to the extent t hat the Trustee is subject to the direction of the Committee. (b) Investment of Trust Fund. The Trustee shall use all available cash as directed by the Committee to buy Company Stock on the open market or to buy newly issued Company Stock or treasury Company Stock from the Company as provided in paragraph 5 hereof. If no Company Stock is available for purchase, the Trustee shall invest as directed by the Commit tee in other investments. Those other investments and all cash shall be held by the Trustee in the Investment Fund. (c) Exclusive Benefit of Participants and Beneficiaries. The Trustee shall discha rge its duties with respect to the Plan and the Trust Agreement solely in the interest of t he Participants and Beneficiaries, and for the exclusive purpose of providing benefits to Participants and their Beneficiaries. 9.Stock Dividends, Splits, Rights, Warrants, Options and Other Capital Reorganizations . Any Company Stock received by the Trustee as a stock dividend or as the result of a stock split, a reorganization or other recapitalization of the Company sha ll be allocated as of each Accounting Date in the same manner as the Company Stock to which i t is attributable is then allocated. In the event any rights, warrants, or options are issued on Company Stock held in the Stock Fund, the Trustee may exercise them for the acquisition of additional shares of Company Stock to the extent cash is then available. Any rights, warrants, or options on Company Stock which cannot be exercised for lack of cash may be sold (and the proceeds retai ned as, part of the Trust) by the Trustee. 10.Voting Company Stock . All voting shares of Company Stock held by the Trustee in the Stock Fund shall be voted by the Trustee as the Committee may direct i n writing from time to time. 11.Annual Statement . Promptly after each Accounting Date, the Committee will deliver to each Participant a written statement showing: (a) The balance iii such Participant's Accounts as of the preceding Accounting Date. (b) The adjustments to such Participant's Accounts to reflect his share of the income and expenses for the Plan Year ending on the current Accounting Date. (c) The amount of Employer Contributions and Forfeitures allocated to such Participant's Accounts as of the current Accounting Date. (d) The new balance in such Participant's Accounts as of the current Accounting Date. (e) The balances in the Investment Fund and Stock Fund as of the preceding Accounting Date, transactions during the Plan Year ending on the current Accounting Date, and the bal ances in the Investment Fund and Stock Fund as of the current Accounting Date. 12. Vesting and Participant's Plan Benefit . (a) A Participant's participation in the Plan ends on the earlier of his Distribution Date or termination of his Service. Such Partici pant then becomes entitled to all, a part, or none of the final balances in his Accounts in accorda nce with this paragraph 12 and paragraphs 13 and 1 4 hereof. (b) A Participant's Plan Benefit shall be the product of (i) the Participant's Accrued Benefit as of, and after all allocations are made on, the Accounting Date imm ediately preceding the earlier of the Distribution Date or termination of his Service, and (ii) the pe rcentage determined in accordance with the following table, based on his Years of Service (incl uding, but not limited to, the period of his employment prior to the effective date of the Pl an) at the date his participation in the Plan ends: Years of Service at End of Participation Vested Percentage Less than Three Years 0% Three Years 30% Four Years 40% Five Years 50% Six Years 60% Seven Years 70% Eight Years 80% Nine Years 90% Ten Years or More 100% (c) Notwithstanding the foregoing, a Participant's vested percentage under subparagraph 12(b) shall be: (i) 100%, if while an Employee of an Employer he shall die or become totally and permanently disabled and unable to work as a regular full-time employee performing his norma l duties for the Employer, all determined by the Committee, in its sole and absolute discretion on the basis of a report(s) of a doctor(s) selected by the Committee; and (ii) 0%, in the event of termination of his Service prior to his Distribution Date voluntarily by the Participant, or by an Employer “with cause”. 13.When a Participant's Plan Benefit Will Be Distributed . A Participant's Plan Benefit will be computed as soon as possible after his participation ends. If such Parti cipant is indebted to the Company when his participation ends, the Committee may direct the Trustee to pay this indebtedness out of his Plan Benefit before distributing the balance to him or hi s Beneficiary. The Committee shall direct the Trustee to make a lump sum distribution of the balance of his Plan Benefit on or before the Payment Date. 14.How a Participant's Plan Benefit Will Be Distributed . Distribution of an Employee's Plan Benefit will be made entirely in whole shares of Company Stock up t o the balance in his Stock Account (except that the value of any fractional share will be paid in cash) and his Cash Account will be paid in kind. Such distribution shall be adjusted to reflec t payment of any indebtedness to the Company pursuant to paragraph 13 hereof. The Trustee will make such distribution only on instructions from the Committee. Distribution will be made to a Participant if living, and if not, to his Beneficiary. If a participant has no Benefic iary then living, distribution will be made to the Participant's estate. 15.Inalienability and Prohibition Against Premature Distributions . During a Participant's participation, he shall not be entitled to any payment, withdrawal, or di stribution under the Plan, nor may his interest in the Plan either as a Participant or after his participation has ended, and that of his Beneficiary, be sold, assigned, transferred, pledged or hypothecated in any manner, by voluntary or involuntary assignment or by operation of law or otherwise. 16.Repurchase of Company Stock by company . (a) The Company shall have the option of purchasing any shares of Company Stock distributed under the Plan to a Participant or a Beneficiary. Such option may be exercised by the Company by giving notice thereof to t he Participant or such Beneficiary within thirty (30) days after the Participant's participa tion under the Plan ends. The option price shall be the Fair Market Value thereof on the date of exercise of such option, and such option price will be paid in cash at the closing of such sale, which closing will occur within thirty (30) days after the Company gives such notice. (b) If a Participant or his Beneficiary shall at any time desire to sell, transfe r, encumber, hypothecate or otherwise dispose ("Dispose") of all or any portion of the Company Stock distributed under the Plan to such Participant and/or Beneficiary, then, in such event, such Partici pant or Beneficiary, as the case may be, shall give written notice thereof to the Com pany specifying the number of shares such Participant or Beneficiary shall desire to Dispose of and the terms of payment therefor. The Company shall have the option to purchase all (but not less than a ll) of such shares at the Fair Market Value thereof on the date of receipt of such notice upon t he terms of payment specified in such notice. Such option may be exercised by the Company within fifteen (15) days after receipt of such notice. Notwithstanding the foregoing, if such Participant or Beneficiary shall receive a bona fide written offer to purchase such Company Stock setting forth a purchase price for such shares of Company Stock in excess of the then Fair Market Value of such shares, then the purchase price for such shares to the Company shall be such higher price. Payment shall be under terms no less favorable to such Participant or Beneficiary as stated in such offer. Notwithstanding the foregoing, said right of first refusal shall not apply to the sale(s) by a Participant and/or Beneficiary of up to an aggregate of 5,000 shares within any t hree calendar month period. 17. Administration . The Plan will be administered by a Committee composed of three members of the Board of Directors of the Company appointed by such Board of Directors to serve at its pleasure. No member of the Committee shall be eligible to be a Participant in the Plan within one year after serving on the Committee and no person may serve on the Comm ittee who at any time was a Participant. The Committee shall serve without compensa tion unless otherwise determined by the Company. The Committee action shall be by vote of two or more members at a meeting or in writing by all members without a meeting. The Comm ittee shall make such rules, regulations, computations, interpretations and decisions and maintain such records and accounts as may be necessary to administer the Plan in a non-discriminatory manner for the exclusive benefit of the Participants and their Beneficiaries. Its decision on all individual matters will be final. It will give instructions to the Trustee on all matt ers within its discretion as provided in the Trust Agreement. The Employer shall indemnify each member of the Com mittee against any personal liability or expense, except for his own gross negligence or willful misconduct. The Committee or Company will cause the Plan to purchase insurance for t he Plan, or its Fiduciaries, to cover liability or losses occurring by reason of the act or omission of a Fiduciary, provided that such insurance shall permit recourse by the insurer against the Fiducia ry in the case of a breach of a fiduciary obligation. In addition, the Committee sha ll be responsible for communicating to all Employees designated by the Committee their right to participate in the Plan, the establishment of this Plan, and the provisions thereof, and shall provide forms wherein such Employees may elect to participate or not to participate therein. 18.Guaranties . All Plan Benefits will be paid only from the Trust Fund and neither the Company nor any Employer, nor the Board of Directors of any Employer, nor the Committee, nor the Trustee has any duty or liability to furnish the Trust Fund with any funds, securities, or other assets, except as expressly provided in the Plan. 19. No Employment Agreement . This Plan does not constitute a contract of employment. Therefore, participation will not give any person the right to be retained a s an employee of any Employer, nor any right or claim to any benefit under the Plan other than rights or claims which have specifically accrued and vested under the Plan and which a re not forfeited in accordance therewith. 20.Amendment/Termination . The Company reserves the right to amend this Plan from time to time or terminate the Plan at any time. Neither amendment nor termination shall retroactively reduce the rights of Participants and their Beneficiaries. Upon termination of this Plan, each Participant's participation will end on the Accounting Date coinciding with or next following such termination, and each Participant's Plan B enefit shall be the product of his Accrued Benefit as of such Accounting Date and his vesting percentage as of such Accounting Date. All Shares held in the Trust at the termina tion of the Plan as to which Participants are not vested shall promptly be returned to the Compa ny and held as treasury shares or canceled as the Company may determine. After termination of the Plan, the Committee shall continue to function, with power to fill any vacancies therea fter occurring which are not promptly filled by the Company's Board of Directors, and the Trust shall continue until the Plan Benefit of each Participant has been distributed. Plan Benefi ts shall be distributed promptly after they are computed. 21.Governing Law . The provisions of this Plan shall be construed, administered, and enforced according to the laws of the State of New Jersey. All contributions to the Trust sha ll be deemed to take place in the State of New Jersey. 22.Execution . To record the adoption of this Plan, the Company has caused its appropriate officers to affix its corporate name and seal hereto as of July 1, 1984. OCTO Limited [SEAL] By: ___________________President By:_______________________ Secretary