1995 STOCK INCENTIVE PLAN

Exhibit 10.11



As amended through Nov. 29, 1999





ACCENT COLOR SCIENCES, INC.

1995 STOCK INCENTIVE PLAN

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1. Purpose. This Plan is designed to give directors, officers and key employees of the Corporation and other persons an expanded opportunity to acquire stock in the Corporation or receive other long-term incentive remuneration in order that they may better participate in the Corporation's growth and be motivated to remain with the Corporation and promote its further development and success.



2. Definitions. The following terms shall have the meanings given below unless the context otherwise requires:



(a) "Award" or "Awards" except where referring to a particular category of grant under the Plan shall include Incentive Stock Options, Non-Statutory Stock Options, Stock Appreciation Rights and Restricted Stock Awards.



(b) "Board" means the Board of Directors of the Corporation.



(c) "Code" means the Internal Revenue Code of 1986, as amended, and any successor Code, and related rules, regulations and interpretations.



(d) "Committee" means the committee of the Board established under Section 9 hereof.



(e) "Corporation" means Accent Color Sciences, Inc.



(f) "Disability" or "disabled" means disability or disabled as defined by the Code.



(g) "Eligible Person" means any person, including a person who is not an employee of the Corporation or a Subsidiary, or entity who satisfies all the eligibility requirements set forth in either Section 3(a) or 3(b) hereof.



(h) "Fair Market Value" of the Stock on any given date shall be the average of the high and low prices of the Stock on the NASDAQ National Market on the date of determination, or if there shall be no such reported prices on the date of determination, the most recent date for which such prices are reported; provided that in the event there shall be no public market for the Stock, "Fair Market Value" shall be as determined from time to time by the Board.



(i) "Incentive Stock Option" means a stock option qualifying under the provisions of Section 422 of the Code.





(j) "Non-Employee Director Participant" means an Eligible Person, who at the time of grant of an Award is a director of the Corporation but not an employee of the Corporation or a Subsidiary.



(k) "Non-Statutory Option" means a stock option not qualifying for incentive stock option treatment under the provisions of Section 422 of the Code.



(l) "Optionee" means the holder of any option granted under the Plan.



(m) "Participant" means the holder of any Award granted under the Plan.



(n) "Plan" means the Accent Color Sciences, Inc. 1995 Stock Incentive Plan.



(o) "Principal Shareholder" means any individual owning stock possessing more than ten percent (10%) of the total combined voting power of all classes of capital stock of the Corporation.



(p) "Restricted Stock" means Stock received pursuant to a Restricted Stock Award.



(q) "Restricted Stock Award" is defined in Section 8(a).



(r) "Stock" or "shares" means shares of Class A Common Stock of the Corporation.



(s) "Stock Appreciation Right" or "Right" means a right described in Section 7.



(t) "Subsidiary" means any corporation in which the Corporation owns, directly or indirectly, a majority of the outstanding voting stock.



3. Eligibility.



(a) Incentive Stock Options. Incentive Stock Options may be granted to any Eligible Persons who are employees of the Corporation or a Subsidiary and who in the sole opinion of the Committee are, from time to time, responsible for the management and/or growth of all or part of the business of the Corporation.



(b) Awards Other than Incentive Stock Options. Awards, other than Incentive Stock Options, may be granted to any Eligible Persons who in the sole opinion of the Committee are, from time to time, responsible for the growth and/or the management of all or a part of the business of the Corporation.



(c) Substitute Awards. The Committee, in its discretion, may also grant Awards in substitution for any stock incentive awards previously granted by companies acquired by the Corporation or one of its Subsidiaries. Such substitute awards may be granted on such terms and conditions as the Committee deems appropriate in the









circumstances, provided, however, that substitute Incentive Stock Options shall be granted only in accordance with the Code.



4. Term of Plan. The Plan shall take effect on January 19, 1995 and shall remain effective for ten (10) years thereafter, expiring on January 18,



5. Stock Subject to the Plan. The aggregate number of shares of Stock which may be issued pursuant to all Awards granted under the Plan shall not exceed 4,000,000 shares of Stock, subject to adjustment as hereinafter provided in Section 10, and which may be treasury shares or authorized but unissued shares. In the event that any Award under the Plan for any reason expires, is terminated, forfeited, reacquired by the Corporation, or satisfied without the issuance of Stock (except in the cases of a Stock Appreciation Right to the extent settled in cash) the shares allocable to the unexercised portion of such Award may again be made subject to an Award under the Plan.



6. Stock Options. The following terms and conditions shall apply to each option granted under the Plan and shall be set forth in a stock option agreement between the Corporation and the Optionee together with such other terms and conditions not inconsistent herewith as the Committee may deem appropriate in the case of each Optionee:



(a) Option Price. The purchase price under each Incentive Stock Option shall be as determined by the Committee but not less than 100% of the Fair Market Value of the shares subject to such option on the date of grant, provided that such option price shall not be less than 110% of such Fair Market Value in the case of any Incentive Stock Option granted to a Principal Shareholder. The purchase price per share of Stock deliverable upon the exercise of a Non-Statutory Option shall be determined by the Committee, but shall not be less than 85% of the Fair Market Value of such Stock on the date of grant.



(b) Type of Option. All options granted under the Plan shall be either Incentive Stock Options or Non-Statutory Options. All provisions of the Plan applicable to Incentive Stock Options shall be interpreted in a manner consistent with the provisions of, and regulations under, Section 422 of the Internal Revenue Code.



(c) Period of Incentive Stock Option. Each Incentive Stock Option shall have a term not in excess of ten (10) years from the date on which it is granted, except in the case of any Incentive Stock Option granted to a Principal Shareholder which shall have a term not in excess of five (5) years from the date on which it is granted; provided that any Incentive Stock Option granted or the unexercised portion thereof, to the extent exercisable at the time of termination of employment, shall terminate at the close of business on the day three (3) months following the date on which the Optionee ceases to be employed by the Corporation or a Subsidiary unless sooner expired or unless a longer period is provided under Subsection (g) of this Section in the event of the death or disability of such an Optionee.



(d) Period of Non-Statutory Option. Each Non-Statutory Option granted under the Plan shall have a term not in excess of ten (10) years and one (1) day from the date on which it is granted; provided that any Non-Statutory Option granted to an employee of the Corporation or a Subsidiary or to a Non-Employee Director







Participant, or the unexercised portion thereof shall terminate not later than the close of business on the day three (3) months following the date on which such employee ceases to be employed by the Corporation or a Subsidiary or the date on which such Non-Employee Director ceases to be a director of the Corporation, as the case may be, unless a longer period is provided under Subsection (g) of this Section in the event of the death or disability of such an Optionee. Such an Optionee's Non-Statutory Option shall be exercisable, if at all, during such three (3) month period only to the extent exercisable on the date such Optionee's employment terminates or the date on which such Optionee ceases to be a director, as the case may be.



(e) Exercise of Option.



(i) Each option granted under the Plan shall become

exercisable on such date or dates and in such amount or amounts as the

Committee shall determine. In the absence of any other provision by the

Committee, each option granted under the Plan shall be exercisable with

respect to not more than one-third (1/3) of such shares subject thereto

after the expiration of one (1) year following the date of its grant,

and shall be exercisable as to an additional one-third (1/3) of such

shares after the expiration of each of the succeeding two (2) years, on

a cumulative basis, so that such option, or any unexercised portion

thereof, shall be fully exercisable after a period of three (3) years

following the date of its grant.



(ii) The Committee, in its sole discretion, may, from

time to time and at any time, accelerate the vesting provisions of any

outstanding option, subject, in the case of Incentive Stock Options, to

the provisions of Subsection (6)(i) relating to "Limit on Incentive

Options".



(iii) Notwithstanding anything herein to the

contrary, except as provided in subsection (g) of this Section, no

Optionee who was, at the time of the grant of an option, an employee of

the Corporation or a Subsidiary, may exercise such option or any part

thereof unless at the time of such exercise he shall be employed by the

Corporation or a Subsidiary and shall have been so employed

continuously since the date of grant of such option, excepting leaves

of absence approved by the Committee; provided that the option

agreement may provide that such an Optionee may exercise his option, to

the extent exercisable on the date of termination of such continuous

employment, during the three (3) month period, ending at the close of

business on the day three (3) months following the termination of such

continuous employment unless such option shall have already expired by

its term.



(iv) An option shall be exercised in accordance with

the related stock option agreement by serving written notice of

exercise on the Corporation accompanied by full payment of the purchase

price in cash. As determined by the Committee, in its discretion, at

(or, in the case of Non-Statutory Options, at or after) the time of

grant, payment in full or in part may also be made by delivery of (i)

irrevocable instructions to a broker to deliver promptly to the

Corporation the amount of sale or loan proceeds to pay the exercise

price, or (ii) previously owned shares of Stock not then subject to

restrictions under any Corporation plan (but which may include shares

the disposition of which constitutes a disqualifying disposition for

purposes of obtaining incentive stock option treatment for federal









tax purposes). For purposes of subsection (ii) above, such surrendered

shares shall be valued at Fair Market Value on the date of exercise.



(f) Nontransferability. No option granted under the Plan shall be transferable by the Optionee otherwise than by will or by the laws of descent and distribution, and such option shall be exercisable, during his lifetime, only by him.



(g) Death or Disability of Optionee. In the event of the death or disability of an Optionee while in the employ of the Corporation or a Subsidiary or while serving as a director of the Corporation, his stock option or the unexercised ...