EXHIBIT
      10.1

     

    SELECT
      VIDEO, INC.

     

    RESTRICTED
      STOCK PLAN


     

    1. Purpose.
      The
      purpose of the 2007 Restricted Stock Plan (the “Plan”)
      of
      Select Video Inc., a Delaware corporation (the “Company”),
      is to
      allow the Company, in connection with that certain proposed merger transaction
      with Webdigs, LLC, a Minnesota limited liability company (“Webdigs”),
      to
      issue certain shares of Company common stock, $.001 par value, the sale or
      other
      transfer of which will be restricted and subject to forfeiture based on certain
      service-oriented conditions (the “Restricted
      Stock”).
      The
      Restricted Stock will be issued in the above-referenced merger transaction
      (the
“Merger”),
      pursuant to the terms of that certain Agreement and Plan of Merger by and among
      the Company, Webdigs and a Company subsidiary, in exchange for membership
      interests in Webdigs, LLC that, at the time of the merger, are unvested and
      subject to forfeiture based on substantially identical service-oriented
      criteria.

     

    2. Administration
      by Board of Directors.
      The
      Plan shall be administered by the board of directors of the Company (the
“Board”).
      The
      Board shall have complete authority to interpret the Plan and make any other
      determination which it believes necessary and advisable for the proper
      administration of the Plan. The Board’s decisions and matters relating to the
      Plan shall be final and conclusive on the Company and the holders of the
      Restricted Stock.

     

    3. Shares
      Subject to the Plan.
      Subject
      to adjustment as provided in Section 9.3,
      the
      number of shares of common stock which may be issued under the Plan shall not
      exceed 7,215,000. After the closing of the Merger, no further shares of
      Restricted Stock will be issued under this Plan.

     

    4. Restricted
      Stock.
      A share
      of Restricted Stock consists of a share of common stock which is issued by
      the
      Company in the Merger to a former holder of Webdigs membership interests that
      are unvested, and subject to restrictions on its sale or other transfer by
      the
      holder thereof. Specifically, for so long as any Company common stock is
“Restricted Stock” under this Plan, it shall be subject to the following
      restrictions:
      (a) no
      Restricted Stock may be sold, transferred, pledged or otherwise encumbered;
      and
      (b) all then-Restricted Stock shall be forfeited, automatically and without
      any
      further action required on the part of the Company or any consideration
      therefor, in the event that (i) the holder of Restricted Stock is no longer
      providing services to the Company (or Webdigs) pursuant to a Member Services
      Agreement between such holder and Webdigs (the “Services
      Agreement”)
      or
      (ii) the holder of Restricted Stock materially violates the terms of their
      Services Agreement with Webdigs.

     

    5. Acknowledgment
      of Restrictions.
      The
      Board may require the holder of Restricted Stock to enter into an agreement
      with
      the Company acknowledging the conditions and restrictions pertaining to the
      Restricted Stock. 

     

    6. Book
      Entries; No Certificates.
      Upon
      issuance, any Restricted Stock will be registered on the books of the Company
      and will bear such restrictive notations and be subject to such stop-transfer
      instructions as the Company shall deem necessary or appropriate in light of
      such
      restrictions. The Board will provide that all shares of Restricted Stock, for
      so
      long as they remain “Restricted Stock” under this Plan, shall not be
      certificated.

     

    7. End
      of
      Restrictions; Delivery of Certificates.
      Shares
      of Restricted Stock hereunder shall cease to be restricted and subject to the
      terms of this Plan at such times as are set forth in the Services Agreement
      that
      each holder of Restricted Stock has entered into with Webdigs. Promptly
      following the lapse of restrictions on shares of Restricted Stock, the Company
      will cause such shares to be delivered in certificated form, free of all
      contractual restrictions, to the holder thereof (or to the holder’s legal
      representative, beneficiary or heir).

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    8. Rights
      of Holders of Restricted Stock.
      Subject
      to the terms and conditions of the Plan, each holder of Restricted Stock
      hereunder shall have all the rights of a stockholder with respect to shares
      of
      Company common stock held by such holder during any period in which such shares
      are “Restricted Shares” and subject to forfeiture and restrictions on transfer
      hereunder, including without limitation, the right to vote such shares and
      to
      receive all dividends and other distributions paid with respect
      thereto.

     

    9. General
      Provisions.

     

    9.1. Duration.
      The
      Plan shall remain in effect until all shares of Restricted Stock issued under
      the Plan have been forfeited or the restrictions imposed thereon have lapsed
      as
      provided hereunder. 

     

    9.2. Limited
      Transferability of Restricted Stock.
      The
      Company shall not be required to recognize any attempted assignment or transfer
      of shares of Restricted Stock by a holder of such shares; and the rights and
      interest of a holder of Restricted Stock subject to this Plan may not be
      assigned or transferred, hypothecated or encumbered in whole or in part either
      directly or by operation of law or otherwise, including, but not by way of
      limitation, execution, levy, garnishment, attachment, pledge, bankruptcy or
      in
      any other manner, and no such right or interest of any holder of Restricted
      Stock hereunder shall be subject to any obligation or liability of such
      holder.

     

    9.3. Adjustment.
      In the
      event of any recapitalization, stock dividend, stock split, combination of
      shares or other change in the common stock, the number of shares of common
      stock
      then subject to the Plan, including outstanding shares of Restricted Stock,
      shall be adjusted in proportion to the change in outstanding shares of common
      stock.

     

    9.4. Withholding.
      The
      Company shall have the right to withhold from any payments made under the Plan
      or to collect as a condition of payment, any taxes required by law to be
      withheld. At any time when a participant is required to pay to the Company
      an
      amount required to be withheld under applicable income tax laws in connection
      with a distribution of common stock or upon the vesting of Restricted Stock,
      the
      participant may satisfy this obligation in whole or in part by electing (the
      “Election”)
      to
      have the Company withhold, from the distribution or from such shares of
      Restricted Stock, shares of common stock having a value up to the minimum amount
      of withholding taxes required to be collected on the transaction. The value
      of
      the shares to be withheld shall be based on the Fair Market Value of the common
      stock on the date that the amount of tax to be withheld shall be determined
      (“Tax
      Date”).
      Each
      Election must be made prior to the Tax Date. The Board may disapprove of any
      Election or may suspend or terminate the right to make Elections. An Election
      is
      irrevocable. To the extent that the receipt of the Restricted Stock or the
      lapse
      of any restrictions thereon results in income to the holder of such Restricted
      Stock for federal or state income tax purposes, the holder shall deliver to
      the
      Company at the time of such receipt or lapse, as the case may be, such amount
      of
      money or shares of unrestricted common stock, as the Company may require to
      meet
      its withholding obligation under applicable tax laws or regulations, and, if
      the
      holder fails to do so, the Company is authorized to withhold from any cash
      or
      common stock remuneration then or thereafter payable to the holder any tax
      required to be withheld by reason of such resulting compensation
      income.

     

    
      
        
        

      

      
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    9.5. No
      Continued Employment, Engagement or Right to Corporate Assets.
      No
      holder of Restricted Stock subject to the Plan shall have any right, because
      of
      his, her or its participation and ownership of Restricted Stock hereunder,
      to
      continue in the employ of the Company for any period of time or to any right
      to
      continue his, her or its present or any other rate of compensation. Nothing
      contained in the Plan shall be construed as giving an employee, a consultant,
      such persons’ beneficiaries or any other person any equity or interests of any
      kind in the assets of the Company or creating a trust of any kind or a fiduciary
      relationship of any kind between the Company and any such person.

     

    9.6. Amendment
      of the Plan.
      The
      Board may amend or discontinue the Plan at any time. However, no such amendment
      or discontinuance shall adversely change or impair, without the consent of
      the
      holders of a majority of the then-outstanding Restricted Stock subject to this
      Plan, any Restricted Stock previously granted.

     

    9.7. Definition
      of Fair Market Value.
      For
      purposes of this Plan, the “Fair
      Market Value”
of
      a
      share of common stock at a specified date shall, unless otherwise expressly
      provided in this Plan, be the amount which the Board determines in good faith
      to
      be 100% of the fair market value of such a share as of the date in question.
      Notwithstanding the foregoing: 

     

    (a) If
      such
      shares are listed on a U.S. securities exchange, then Fair Market Value shall
      be
      determined by reference to the last sale price of a share of common stock on
      such U.S. securities exchange on the applicable date. If such U.S. securities
      exchange is closed for trading on such date, or if the common stock does not
      trade on such date, then the last sale price used shall be the one on the date
      the common stock last traded on such U.S. securities exchange.

     

    (b) If
      such
      shares are publicly traded but are not listed on a U.S. securities exchange,
      then Fair Market Value shall be determined by reference to the trading price
      of
      a share of common stock on such date (or, if the applicable market is closed
      on
      such date, the last date on which the common stock was publicly traded), by
      a
      method consistently applied by the Board.

     

    (c) If
      such
      shares are not publicly traded, then the Board’s determination will be based
      upon a good faith valuation of the Company’s common stock as of such date, which
      shall be based upon such factors as the Board deems appropriate. The valuation
      shall be accomplished in a manner that complies with Code Section 409A and
      shall
      be consistently applied to Restricted Stock under the Plan.

     

    9.8. Compliance
      with Code Section 409A.
      The
      Plan and the agreement shall be interpreted and administered so as to be exempt
      from the requirements of Code Section 409A or to comply with such requirements.
      Notwithstanding the foregoing, Restricted Stock may be awarded or amended in
      a
      manner which does not comply with Code Section 409A, but only if and to the
      extent that the Board specifically provides in written resolutions that the
      Restricted Stock is not intended to comply with Code Section 409A.

     

    Approved
      by the board of directors on October 23, 2007.

     

    
      
        
        

      

      
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