1997 EMPLOYEE STOCK OPTION PLAN
Adopted on April 29, 1997
The purpose of this plan (the "Plan") is to secure for TSR, Inc. (the "Company") and its shareholders the benefits
arising from capital stock ownership by employees, officers and directors of, and consultants or advisors to, the
Company and its subsidiary corporations who are expected to contribute to the Company's future growth and
success. Except where the context otherwise requires, the term "Company" shall include all present and future
subsidiaries of the Company as defined in Sections 424(e) and 424(f) of the Internal Revenue Code of 1986, as
amended or replaced from time to time (the "Code"). Those provisions of the Plan which make express reference
to Section 422 shall apply only to Incentive Stock Options (as that term is defined in the Plan).
2. Type of Options and Administration.
(a) Types of Options. Options granted pursuant to the Plan shall be authorized by action of the Board of
Directors of the Company (or a committee designated by the Board of Directors (the "Committee")) and may be
either incentive stock options ("Incentive Stock Options") meeting the requirements of
Section 422 of the Code or non-statutory options which are not intended to meet the requirements of Section
422 of the Code; provided that options granted hereunder shall only qualify as Incentive Stock Options if the
Plan is approved by the Company's stockholders.
(b) Administration. The Plan will be administered by the Board of Directors of the Company, whose construction
and interpretation of the terms and provisions of the Plan shall be final and conclusive. The Board of Directors,
may in its sole discretion grant options to purchase shares of the Company's Common Stock, $.01 par value per
share ("Common Stock") and issue shares upon exercise of such options as provided in the Plan. The Board shall
have authority, subject to the express provisions
of the Plan, to construe the respective option agre