BC INTERNATIONAL CORPORATION STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS

EXHIBIT 10.5

March 27, 1995

BC INTERNATIONAL CORPORATION

STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS

The purpose of this BC International Corporation Stock Option Plan for Non-Employee Directors (the “Plan”) is to attract and retain the services of certain experienced and knowledgeable independent directors of BC International Corporation (the “Company”) for the benefit of the Company and its stockholders and to provide additional incentive for such directors to continue to promote the best interests of the Company and its stockholders through continuing ownership of its common stock.

The total number of shares(““) of the Company’s Common Stock, without par value (“Common Stock”) for which options may be granted under the Plan shall not exceed 40 shares in the aggregate, subject to adjustment in accordance with Section 10 hereof.

The Plan shall be administered by a committee (the “Compensation Committee”) consisting of two or more directors appointed by the Board, all of whom shall be “disinterested persons” (as hereinafter defined). For the purposes of the Plan, a director or member of such committee shall be deemed to be “disinterested” only if such person qualifies as a “disinterested” only within the meaning of Rule 16b-3 promulgated under the Securities and Exchange Act of 1934, as amended, as such term is interpreted by the Board in its sole discretion. In the absence of other action by the Board, the Compensation Committee shall consist of all disinterested members, and action may be taken at a Board meeting or

otherwise The Board may at any time and from time to time hereafter appoint a member or members of the Compensation Committee in substitution for or in addition to the member or members then in office and may fill vacancies on the Compensation Committee however caused. No person shall be appointed to the Compensation Committee who has been within one year of his appointment to the Compensation Committee granted or awarded any equity securities pursuant to any other plan of the Company or any of its affiliates entitling participants therein to acquire stock, stock options or stock appreciation rights of the Company or any of its affiliates, and no person shall be a member of the Compensation Committee who is not a director of the Company.

No member of the Administrator shall act upon any matter exclusively affecting any option granted or to be granted to himself under the Plan. The decision of the Compensation Committee as to all questions of interpretation and application of the Plan shall be final, binding and conclusive on all persons. The Compensation Committee shall have authority, subject to the express provisions of the Plan, to construe the respective option agreements and the Plan, to prescribe, amend and rescind rules and regulations relating to the Plan, to determine the terms and provisions of the respective option agreements, which may but need not be identical, and to make all other determinations in the judgment of the Compensation Committee necessary or desirable for the administration of the Plan. The Compensation Committee may correct any defect or supply any omission or reconcile any inconsistency in the Plan or in any option agreement in the manner and to the extent it shall deem expedient to carry the Plan into effect and shall be the sole and final judge of such expediency.

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The Compensation Committee shall grant options to purchase 4 shares under the Plan to each newly elected Outside Director (as defined below) upon his or her election as a Director. Thereafter, the Compensation Committee shall grant options to purchase an additional 4 shares under the Plan to each Outside Director continuing in office upon his or her election as a Director at every third annual meeting thereafter. For the purposes of this Plan, an “Outside Director” shall be a director of the Company who (i) is not an employee of the Company or any subsidiary, (ii) neither has nor has had, nor is affiliated with an entity or person which has or has had, a business relationship (other than as Director) with the Company within the year prior to his or her election, and (iii) has no significant stock ownership in the Company (as determined by the Board). Such options shall be non-qualified options, not intended to meet the requirements of Section 422 of the Internal Revenue Code of 1986, as amended.

Each option granted under the Plan shall be evidenced by an option agreement (the “Agreement”) duly executed on behalf of the Company and by the director to whom such option is granted, which Agreements may but need not be identical and shall (i) comply with and be subject to the terms and conditions of the Plan and (ii) provide that the optionee agrees to continue to serve as a director of the Company during the term for which he or she was elected. Any Agreement may contain such other terms, provisions and conditions not inconsistent with the Plan as may be determined by the Compensation Committee. No option shall be granted within the meaning of the Plan and no purported grant of any option shall be effective, until such an Agreement shall have been duly executed on behalf of the Company and the director to whom the option is to be granted.

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Subject to the provision of Section 10 hereof, the option exercise price for an option granted under the Plan shall be the Fair Market Value (as defined below) of shares of Common Stock on the day preceding the date of grant. If the Common Stock is publicly traded, “Fair Market Value” shall mean, as applied to a specific date, the price of the last sale on that date on the principal stock exchange listing the Common Stock, or the average of the closing bid and asked prices of the Company’s Common Stock on such date, if the is no such exchange.

Options granted under the Plan shall, subject to Section 8(b) and Section 17 hereof, be exercisable in four equal annual installments, commencing one year from the date of grant. To the extent that the right to exercise an option has accrued and is in effect, the option may be exercised in full at one time or in part from time to time, by giving written notice to the Company, signed by the person or persons exercising the option, stating the number of Shares with respect to which the option is being exercised, accompanied by payment in full for such Shares, which payment may be in whole or in part in shares of Common Stock already owned by the person or persons exercising the option, valued at Fair Market Value on the date of exercise. Upon such exercise, delivery of a certificate for paid-up nonassessable Shares shall be made at the principal office of the Company to the person or persons exercising the option, within thirty (30) days from the date of receipt of the notice of exercise by the Company, or at such time and place as may be agreed upon by the Company and the person or persons exercising the option.

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(a) Each option shall expire not more than ten (10) years from the date of the granting thereof, but shall be subject to earlier termination as herein provided. Options are exercisable during the lifetime of the option holder only while the option holder is serving as a director to the Company or within three months after termination of service as a director. In the event that such termination is due to death or disability, the option is exercisable for a twelve-month period after such termination.

(b) In the event of the death of any optionee, the option granted to such optionee may be exercised by the legal representative of the estate of such optionee, or by any person or persons who acquired the right to exercise such option by bequest or inheritance by reason of the death of such optionee, to the extent permitted under the Agreement governing the Option.

(c) An option granted to an optionee who ceases to be a director of the Company shall be exercisable only to the extent that the right to purchase shares under such option has accrued and is in effect on the date such optionee ceases to be a director of the Company.

The right of any optionee to exercise an option granted under the Plan shall not be assignable or transferable by such optionee otherwise than by will or the laws of descent and distribution or pursuant to a qualified domestic relations order, and any such option shall be exercisable during the lifetime of such optionee only by the optionee. Except as otherwise

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provided in an Agreement pursuant to Section 5 hereof, any option granted under the Plan