Unassociated Document


    


    FUSHI
      INTERNATIONAL, INC

     

    __________________________

     

    2007
      STOCK INCENTIVE PLAN

     

    __________________________

     

    ARTICLE
      I

    


    PURPOSE

     

    The
      purpose of this Plan is
      to
      enhance the profitability and value of the Company for the benefit of its
      stockholders by enabling the Company to offer Eligible Employees, Consultants
      and Non-Employee Directors cash and stock-based incentives in the Company to
      attract, retain and reward such individuals and strengthen the mutuality of
      interests between such individuals and the Company’s stockholders.

     

    ARTICLE
      II

    


    DEFINITIONS

     

    For
      purposes of this Plan, the following terms shall have the following
      meanings:

     

    2.1 “Acquisition
      Event”
      means
a
      merger
      or consolidation in which the Company is not the surviving entity, any
      transaction that results in the acquisition of all or substantially all of
      the
      Company’s outstanding Common Stock by a single person or entity or by a group of
      persons and/or entities acting in concert, or the sale or transfer of all or
      substantially all of the Company’s assets.

     

    2.2 “Affiliate”
      means
each
      of
      the following: (a) any Subsidiary; (b) any Parent; (c) any
      corporation, trade or business (including, without limitation, a partnership
      or
      limited liability company) which is directly or indirectly controlled 50% or
      more (whether by ownership of stock, assets or an equivalent ownership interest
      or voting interest) by the Company; (d) any corporation, trade or business
      (including, without limitation, a partnership or limited liability company)
      which directly or indirectly controls 50% or more (whether by ownership of
      stock, assets or an equivalent ownership interest or voting interest) of the
      Company; and (e) any other entity in which the Company or any of its
      Affiliates has a material equity interest and which is designated as an
“Affiliate” by resolution of the Committee; provided that the Common Stock
      subject to any Award constitutes “service recipient stock” for purposes of
      Section 409A of the Code or otherwise does not subject the Award to Section
      409A
      of the Code.

     

    2.3 “Appreciation
      Award”
      means
      any Award under this Plan of any Stock Option, Stock Appreciation Right or
      Other
      Stock-Based Award, provided that such Other Stock-Based Award is based on the
      appreciation in value of a share of Common Stock in excess of an amount equal
      to
      at least the Fair Market Value of the Common Stock on the date such Other
      Stock-Based Award is granted.

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    2.4 “Award”
      means
      any award under this Plan of any Stock Option, Stock Appreciation Right,
      Restricted Stock, Performance Share, Other Stock-Based Award or
      Performance-Based Cash Awards. All Awards shall be granted by, confirmed by,
      and
      subject to the terms of, a written agreement executed by the Company and the
      Participant.

     

    2.5 “Board”
      means
      the Board of Directors of the Company.

     

    2.6 “Cause”
      means
      with respect to a Participant’s Termination of Employment or Termination of
      Consultancy from and after the date hereof, the following: (a) in the case
      where
      there is no employment agreement, consulting agreement, change in control
      agreement or similar agreement in effect between the Company or an Affiliate
      and
      the Participant at the time of the grant of the Award (or where there is such
      an
      agreement but it does not define “cause” (or words of like import)), termination
      due to: (i) a Participant’s conviction of, or plea of guilty or nolo contendere
      to, a felony; (ii) perpetration by a Participant of an illegal act, or fraud
      which could cause significant economic injury to the Company; (iii) continuing
      willful and deliberate failure by the Participant to perform the Participant’s
      duties in any material respect, provided that the Participant is given notice
      and an opportunity to effectuate a cure as determined by the Committee; or
      (iv)
      a Participant’s willful misconduct with regard to the Company that could have a
      material adverse effect on the Company; or (b) in the case where there is an
      employment agreement, consulting agreement, change in control agreement or
      similar agreement in effect between the Company or an Affiliate and the
      Participant at the time of the grant of the Award that defines “cause” (or words
      of like import), “cause” as defined under such agreement; provided, however,
      that with regard to any agreement under which the definition of “cause” only
      applies on occurrence of a change in control, such definition of “cause” shall
      not apply until a change in control actually takes place and then only with
      regard to a termination thereafter. With respect to a Participant’s Termination
      of Directorship, “cause” means an act or failure to act that constitutes cause
      for removal of a director under applicable Delaware law.

     

    2.7 “Change
      in Control”
      has the
      meaning set forth in Section 13.2.

     

    2.8 “Change
      in Control Price”
      has the
      meaning set forth in Section 13.1.

     

    2.9 “Code”
      means
      the Internal Revenue Code of 1986, as amended. Any reference to any section
      of
      the Code shall also be a reference to any successor provision and any Treasury
      Regulation promulgated thereunder. 

     

    2.10 “Committee”
means:
      (a) with respect to the application of this Plan to Eligible Employees and
      Consultants, a committee or subcommittee of the Board appointed from time to
      time by the Board, which committee or subcommittee shall consist of two or
      more
      non-employee directors, each of whom shall be (i) a “non-employee director” as
      defined in Rule 16b-3; (ii) to the extent required by Section 162(m) of the
      Code, an “outside director” as defined under Section 162(m) of the Code; and
      (iii) an “independent director” for purposes of the applicable stock exchange
      rules; and (b) with respect to the application of this Plan to Non-Employee
      Directors, the Board. To the extent that no Committee exists that has the
      authority to administer this Plan, the functions of the Committee shall be
      exercised by the Board. If for any reason the appointed Committee does not
      meet
      the requirements of Rule 16b-3 or Section 162(m) of the Code, such noncompliance
      shall not affect the validity of Awards, grants, interpretations or other
      actions of the Committee.

     


    
      
         

      

      
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    2.11 “Common
      Stock”
      means
      the common stock, $0.01 par value per share, of the Company.

     

    2.12 “Company”
      means
      Fushi International, Inc, a Nevada corporation, and its successors by operation
      of law.

     

    2.13 “Consultant”
      means
any
      individual or entity who provides bona fide consulting or advisory services
      to
      the Company or its Affiliates pursuant to a written agreement, which are not
      in
      connection with the offer and sale of securities in a capital-raising
      transaction.

     

    2.14 “Disability”
      means
      with respect to a Participant’s Termination, a permanent and total disability as
      defined in Section 22(e)(3) of the Code. A Disability shall only be deemed
      to
      occur at the time of the determination by the Committee of the Disability.
      Notwithstanding the foregoing, for Awards that are subject to Section 409A
      of
      the Code, Disability shall mean that a Participant is disabled under Section
      409A(a)(2)(C)(i) or (ii) of the Code.

     

    2.15 “Effective
      Date”
      means
      the effective date of this Plan as defined in Article XVII.

     

    2.16 “Eligible
      Employees”
      means
      each employee of the Company or an Affiliate.

     

    2.17 “Exchange
      Act”
      means
      the Securities Exchange Act of 1934, as amended. Any references to any section
      of the Exchange Act shall also be a reference to any successor
      provision.

     

    2.18 “Fair
      Market Value”
      means,
      unless otherwise required by any applicable provision of the Code or any
      regulations issued thereunder, as of any date and except as provided below,
      the
      last sales price reported for the Common Stock on the applicable date: (a)
      as
      reported on the principal national securities exchange in the United States
      on
      which it is then traded, or (b) if
      the
      Common Stock is not traded, listed or otherwise reported or quoted, the
      Committee shall determine in good faith the Fair Market Value in whatever manner
      it considers appropriate taking into account the requirements of Section 409A
      of
      the Code. For
      purposes of the grant of any Award, the applicable date shall be the trading
      day
      immediately prior to the date on which the Award is granted. For purposes of
      the
      exercise of any Award, the applicable date shall be the date a notice of
      exercise is received by the Committee or, if not a day on which the applicable
      market is open, the next day that it is open. 

     

    2.19 “Family
      Member”
      means
“family member” as defined in Section A.1.(5) of the general instructions of
      Form S-8.

     

    2.20 “GAAP”
      has the
      meaning set forth in Section 11.2(c)(ii).

     

    2.21 “Incentive
      Stock Option”
      means
      any Stock Option awarded to an Eligible Employee of the Company, its
      Subsidiaries and its Parent (if any) under this Plan intended to be and
      designated as an “Incentive Stock Option” within the meaning of Section 422 of
      the Code.

     


    
      
         

      

      
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    2.22 “Non-Employee
      Director”
      means a
      director of the Company who is not an active employee of the Company or an
      Affiliate.

     

    2.23 “Non-Qualified
      Stock Option”
      means
      any Stock Option awarded under this Plan that is not an Incentive Stock
      Option.

     

    2.24 “Other
      Stock-Based Award”
      means an
      Award under Article X of this Plan that is valued in whole or in part by
      reference to, or is payable in or otherwise based on, Common Stock, including,
      without limitation, a restricted stock unit or an Award valued by reference
      to
      an Affiliate.

     

    2.25 “Parent”
      means
any
      parent corporation of the Company within the meaning of Section 424(e) of the
      Code.

     

    2.26 “Participant”
      means an
      Eligible Employee, Non-Employee Director or Consultant to whom an Award has
      been
      granted pursuant to this Plan.

     

    2.27 “Performance
      Goals”
      means,
      for purposes of the grant or vesting of Awards of Restricted Stock, Other
      Stock-Based Awards, Performance Shares and/or Performance-Based Cash Awards,
      each intended to be “performance-based” under Section 162(m) of the Code, shall
      be based on the attainment of certain target levels of, or a specified increase
      or decrease (as applicable) in one or more of the following performance goals
      established by the Committee.

     

    2.28 “Performance-Based
      Cash Award”
      means
      a
      cash Award under Article XI of this Plan that is payable or otherwise based
      on
      the attainment of certain pre-established performance goals during a Performance
      Period.

     

    2.29 “Performance
      Period”
      means
      the duration of the period during which receipt of an Award is subject to the
      satisfaction of performance criteria, such period as determined by the Committee
      in its sole discretion.

     

    2.30 “Performance
      Share”
      means an
      Award made pursuant to Article IX of this Plan of the right to receive Common
      Stock or cash of an equivalent value at the end of a specified Performance
      Period.

     

    2.31 “Person”
      means
      any individual, corporation, partnership, limited liability company, firm,
      joint
      venture, association, joint-stock company, trust, incorporated organization,
      governmental or regulatory or other entity.

     

    2.32 “Plan”
      means
      this Fushi International, Inc 2007 Stock Incentive Plan, as amended from time
      to
      time.

     

    2.33 “Reference
      Stock Option”
      has the
      meaning set forth in Section 7.1.

     

    2.34 “Restricted
      Stock”
      means an
      Award of shares of Common Stock under this Plan that is subject to restrictions
      under Article VIII.

     

    2.35 “Restriction
      Period”
      has the
      meaning set forth in Subsection 8.3(a).

     


    
      
         

      

      
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    2.36 “Rule
      16b-3”
      means
Rule
      16b-3 under Section 16(b) of the Exchange Act as then in effect or any successor
      provision.

     

    2.37 “Section
      162(m) of the Code”
      means
      the exception for performance-based compensation under Section 162(m) of the
      Code and any applicable Treasury regulations thereunder.

     

    2.38 “Section
      409A of the Code”
      means
      the nonqualified deferred compensation rules under Section 409A of the Code
      and
      any applicable Treasury regulations thereunder.

     

    2.39 “Securities
      Act”
      means
      the Securities Act of 1933, as amended and all rules and regulations promulgated
      thereunder. Any reference to any section of the Securities Act shall also be
      a
      reference to any successor provision.

     

    2.40 “Stock
      Appreciation Right”
      means
      the right pursuant to an Award granted under Article VII. A Tandem Stock
      Appreciation Right shall mean the right to surrender to the Company all (or
      a
      portion) of a Stock Option in exchange for cash or a number of shares of Common
      Stock (as determined by the Committee, in its sole discretion, on the date
      of
      grant) equal to the difference between (a) the Fair Market Value on the
      date such Stock Option (or such portion thereof) is surrendered, of the Common
      Stock covered by such Stock Option (or such portion thereof), and (b) the
      aggregate exercise price of such Stock Option (or such portion thereof). A
      Non-Tandem Stock Appreciation Right shall mean the right to receive cash or
      a
      number of shares of Common Stock (as determined by the Committee, in its sole
      discretion, on the date of grant) equal to the difference between (i) the
      Fair Market Value of a share of Common Stock on the date such right is
      exercised, and (ii) the aggregate exercise price of such right, otherwise
      than on surrender of a Stock Option.

     

    2.41 “Stock
      Option”
      or
“Option”
      means
      any option to purchase shares of Common Stock granted to Eligible Employees,
      Non-Employee Directors or Consultants granted pursuant to Article
      VI.

     

    2.42 “Subsidiary”
      means
any
      subsidiary corporation of the Company within the meaning of Section 424(f)
      of
      the Code.

     

    2.43 “Ten
      Percent Stockholder”
      means a
      person owning stock possessing more than 10% of the total combined voting power
      of all classes of stock of the Company, its Subsidiaries or its
      Parent.

     

    2.44 “Termination”
      means a
      Termination of Consultancy, Termination of Directorship or Termination of
      Employment, as applicable.

     

    2.45 “Termination
      of Consultancy”
      means:
      (a)
      that the Consultant is no longer acting as a consultant to the Company or an
      Affiliate; or (b) when an entity which is retaining a Participant as a
      Consultant ceases to be an Affiliate unless the Participant otherwise is, or
      thereupon becomes, a Consultant to the Company or another Affiliate at the
      time
      the entity ceases to be an Affiliate. In the event that a Consultant becomes
      an
      Eligible Employee or a Non-Employee Director upon the termination of his or
      her
      consultancy, unless otherwise determined by the Committee, in its sole
      discretion, no Termination of Consultancy shall be deemed to occur until such
      time as such Consultant is no longer a Consultant, an Eligible Employee or
      a
      Non-Employee Director. Notwithstanding the foregoing, the Committee may, in
      its
      sole discretion, otherwise define Termination of Consultancy in the Award
      agreement or, if no rights of a Participant are reduced, may otherwise define
      Termination of Consultancy thereafter.


    
      
         

      

      
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    2.46 “Termination
      of Directorship”
      means
      that the Non-Employee Director has ceased to be a director of the Company;
      except that if a Non-Employee Director becomes an Eligible Employee or a
      Consultant upon the termination of his or her directorship, his or her ceasing
      to be a director of the Company shall not be treated as a Termination of
      Directorship unless and until the Participant has a Termination of Employment
      or
      Termination of Consultancy, as the case may be.

     

    2.47 “Termination
      of Employment”
      means:
      (a) a termination of employment (for reasons other than a military or
      personal leave of absence granted by the Company) of a Participant from the
      Company and its Affiliates; or (b) when an entity which is employing a
      Participant ceases to be an Affiliate, unless the Participant otherwise is,
      or
      thereupon becomes, employed by the Company or another Affiliate at the time
      the
      entity ceases to be an Affiliate. In the event that an Eligible Employee becomes
      a Consultant or a Non-Employee Director upon the termination of his or her
      employment, unless otherwise determined by the Committee, in its sole
      discretion, no Termination of Employment shall be deemed to occur until such
      time as such Eligible Employee is no longer an Eligible Employee, a Consultant
      or a Non-Employee Director. Notwithstanding the foregoing, the Committee may,
      in
      its sole discretion, otherwise define Termination of Employment in the Award
      agreement or, if no rights of a Participant are reduced, may otherwise define
      Termination of Employment thereafter.

     

    2.48 “Transfer”
      means:
      (a) when used as a noun, any direct or indirect transfer, sale, assignment,
      pledge, hypothecation, encumbrance or other disposition (including the issuance
      of equity in a Person), whether for value or no value and whether voluntary
      or
      involuntary (including by operation of law), and (b) when used as a verb, to
      directly or indirectly transfer, sell, assign, pledge, encumber, charge,
      hypothecate or otherwise dispose of (including the issuance of equity in a
      Person) whether for value or for no value and whether voluntarily or
      involuntarily (including by operation of law). “Transferred” and “Transferrable”
shall have a correlative meaning.

     

    ARTICLE
      III

    


    ADMINISTRATION

     

    3.1 The
      Committee.
      The
      Plan
      shall be administered and interpreted by the Committee.

     

    3.2 Grants
      of Awards.
      The
      Committee shall have full authority to grant, pursuant to the terms of this
      Plan, to Eligible Employees, Consultants and Non-Employee Directors:
      (i) Stock Options, (ii) Stock Appreciation Rights,
      (iii) Restricted Stock, (iv) Performance Shares; (v) Other
      Stock-Based Awards, and (vi) Performance-Based Cash Awards. In particular,
      the
      Committee shall have the authority:

     


    
      
         

      

      
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              (a)

            	
              to
                select the Eligible Employees, Consultants and Non-Employee Directors
                to
                whom Awards may from time to time be granted
                hereunder;

            


    

     

    
      	 	
              (b)

            	
              to
                determine whether and to what extent Awards, or any combination thereof,
                are to be granted hereunder to one or more Eligible Employees, Consultants
                or Non-Employee Directors;

            


    

     

    
      	 	
              (c)

            	
              to
                determine the number of shares of Common Stock to be covered by each
                Award
                granted hereunder;

            


    

     

    
      	 	
              (d)

            	
              to
                determine the terms and conditions, not inconsistent with the terms
                of
                this Plan, of any Award granted hereunder (including, but not limited
                to,
                the exercise or purchase price (if any), any restriction or limitation,
                any vesting schedule or acceleration thereof, or any forfeiture
                restrictions or waiver thereof, regarding any Award and the shares
                of
                Common Stock relating thereto, based on such factors, if any, as
                the
                Committee shall determine, in its sole
                discretion);

            


    

     

    
      	 	
              (e)

            	
              to
                determine whether, to what extent and under what circumstances grants
                of
                Options and other Awards under this Plan are to operate on a tandem
                basis
                and/or in conjunction with or apart from other awards made by the
                Company
                outside of this Plan;

            


    

     

    
      	 	
              (f)

            	
              to
                determine whether and under what circumstances a Stock Option may
                be
                settled in cash, Common Stock and/or Restricted Stock under
                Section 6.3(d); 

            


    

     

    
      	 	
              (g)

            	
              to
                determine whether, to what extent and under what circumstances Common
                Stock and other amounts payable with respect to an Award under this
                Plan
                shall be deferred either automatically or at the election of the
                Participant in any case, subject to, and in accordance with, Section
                409A
                of the Code;

            


    

     

    
      	 	
              (h)

            	
              to
                determine whether a Stock Option is an Incentive Stock Option or
                Non-Qualified Stock Option; and

            


    

     

    
      	 	
              (i)

            	
              to
                determine whether to require a Participant, as a condition of the
                granting
                of any Award, to not sell or otherwise dispose of shares acquired
                pursuant
                to the exercise of an Award for a period of time as determined by
                the
                Committee, in its sole discretion, following the date of the acquisition
                of such Award.

            


    

     

    3.3 Guidelines.
      Subject
      to Article XIV hereof, the Committee shall, in its sole discretion, have the
      authority to adopt, alter and repeal such administrative rules, guidelines
      and
      practices governing this Plan and perform all acts, including the delegation
      of
      its responsibilities (to the extent permitted by applicable law and applicable
      stock exchange rules), as it shall, from time to time, deem advisable; to
      construe and interpret the terms and provisions of this Plan and any Award
      issued under this Plan (and any agreements relating thereto); and to otherwise
      supervise the administration of this Plan. The Committee may, in its sole
      discretion, correct any defect, supply any omission or reconcile any
      inconsistency in this Plan or in any agreement relating thereto in the manner
      and to the extent it shall deem necessary to effectuate the purpose and intent
      of this Plan. The Committee may, in its sole discretion, adopt special
      guidelines and provisions for persons who are residing in or employed in, or
      subject to, the taxes of, any domestic or foreign jurisdictions to comply with
      applicable tax and securities laws of such domestic or foreign jurisdictions.
      This Plan is intended to comply with the applicable requirements of Rule 16b-3
      and with respect to Awards intended to be “performance-based,” the applicable
      provisions of Section 162(m) of the Code, and this Plan shall be limited,
      construed and interpreted in a manner so as to comply
      therewith.


    
      
         

      

      
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    3.4 Decisions
      Final.
      Any
      decision, interpretation or other action made or taken in good faith by or
      at
      the direction of the Company, the Board or the Committee (or any of its members)
      arising out of or in connection with this Plan shall be within the absolute
      discretion of all and each of them, as the case may be, and shall be final,
      binding and conclusive on the Company and all employees and Participants and
      their respective heirs, executors, administrators, successors and
      assigns.

     

    3.5 Procedures.
      If
      the
      Committee is appointed, the Board shall designate one of the members of the
      Committee as chairman and the Committee shall hold meetings, subject to the
      By-Laws of the Company, at such times and places as it shall deem advisable,
      including, without limitation, by telephone conference or by written consent
      to
      the extent permitted by applicable law. A majority of the Committee members
      shall constitute a quorum. All determinations of the Committee shall be made
      by
      a majority of its members. Any decision or determination reduced to writing
      and
      signed by all the Committee members in accordance with the By-Laws of the
      Company shall be fully effective as if it had been made by a vote at a meeting
      duly called and held. The Committee shall keep minutes of its meetings and
      shall
      make such rules and regulations for the conduct of its business as it shall
      deem
      advisable.

     

    3.6 Designation
      of Consultants/Liability.
      

     

    
      	 	
              (a)

            	
              The
                Committee may, in its sole discretion, designate employees of the
                Company
                and professional advisors to assist the Committee in the administration
                of
                this Plan and (to the extent permitted by applicable law and applicable
                exchange rules) may grant authority to officers to grant Awards and/or
                execute agreements or other documents on behalf of the
                Committee.

            


    

     

    
      	 	
              (b)

            	
              The
                Committee may, in its sole discretion, employ such legal counsel,
                consultants and agents as it may deem desirable for the administration
                of
                this Plan and may rely upon any opinion received from any such counsel
                or
                consultant and any computation received from any such consultant
                or agent.
                Expenses incurred by the Committee or the Board in the engagement
                of any
                such counsel, consultant or agent shall be paid by the Company. The
                Committee, its members and any person designated pursuant to sub-section
                (a) above shall not be liable for any action or determination made
                in good
                faith with respect to this Plan. To the maximum extent permitted
                by
                applicable law, no officer of the Company or member or former member
                of
                the Committee or of the Board shall be liable for any action or
                determination made in good faith with respect to this Plan or any
                Award
                granted under it. 

            


    

     


    
      
         

      

      
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    3.7 Indemnification.
      To
      the
      maximum extent permitted by applicable law and the Certificate of Incorporation
      and By-Laws of the Company and to the extent not covered by insurance directly
      insuring such person, each officer or employee of the Company or any Affiliate
      and member or former member of the Committee or the Board shall be indemnified
      and held harmless by the Company against any cost or expense (including
      reasonable fees of counsel reasonably acceptable to the Committee) or liability
      (including any sum paid in settlement of a claim with the approval of the
      Committee), and advanced amounts necessary to pay the foregoing at the earliest
      time and to the fullest extent permitted, arising out of any act or omission
      to
      act in connection with the administration of this Plan, except to the extent
      arising out of such officer’s, employee’s, member’s or former member’s fraud.
      Such indemnification shall be in addition to any rights of indemnification
      the
      officers, employees, directors or members or former officers, directors or
      members may have under applicable law or under the Certificate of Incorporation
      or By-Laws of the Company or any Affiliate. Notwithstanding anything else
      herein, this indemnification will not apply to the actions or determinations
      made by an individual with regard to Awards granted to him or her under this
      Plan.

     

    ARTICLE
      IV

    


    SHARE
      LIMITATION

     

    4.1 Shares.
      

     

    General
      Limitations.
      The
      aggregate number of shares of Common Stock that may be issued or used for
      reference purposes or with respect to which Awards may be granted under this
      Plan shall not exceed [800,000]
      shares
      (subject to any increase or decrease pursuant to Section 4.2), which may be
      either authorized and unissued Common Stock or Common Stock held in or acquired
      for the treasury of the Company or both; provided,
      however,
      that
      such number shall be increased at the end of each fiscal year of the Company
      in
      the same proportion as the issued and outstanding stock of the during such
      fiscal year; subject to a maximum of [10%]
      of
      the
      issued and outstanding stock of the Company. If any Award granted under this
      Plan expires, terminates, is canceled or is forfeited for any reason, the number
      of shares of Common Stock underlying any such Award shall again be available
      for
      the purpose of Awards under the Plan, as provided in this Section 4.1(a). If
      a
      Tandem Stock Appreciation Right or a Limited Stock Appreciation Right is granted
      in tandem with an Option, such grant shall only apply once against the maximum
      number of shares of Common Stock which may be issued under this Plan.
Notwithstanding
      anything herein to the contrary, other than with respect to Incentive Stock
      Options, any share of Common Stock subject to an Award that again becomes
      available for grant pursuant to this Section 4.1(a) shall be added back to
      the
      aggregate maximum limit.


    
      
         

      

      
        9

        
          

        

      

      
         

      

    


    4.2 Changes.

     

    
      	 	
              (a)

            	
              The
                existence of this Plan and the Awards granted hereunder shall not
                affect
                in any way the right or power of the Board or the stockholders of
                the
                Company to make or authorize (i) any adjustment, recapitalization,
                reorganization or other change in the Company’s capital structure or its
                business, (ii) any merger or consolidation of the Company or any
                Affiliate, (iii) any issuance of bonds, debentures, preferred or
                prior
                preference stock ahead of or affecting the Common Stock, (iv) the
                dissolution or liquidation of the Company or any Affiliate, (v) any
                sale
                or transfer of all or part of the assets or business of the Company
                or any
                Affiliate or (vi) any other corporate act or
                proceeding.

            


    

     

    
      	 	
              (b)

            	
              Subject
                to the provisions of Section 4.2(d), if there shall occur any such
                change
                in the capital structure of the Company by reason of any stock split,
                reverse stock split, stock dividend, subdivision, combination or
                reclassification of shares that may be issued under the Plan, any
                recapitalization, any merger, any consolidation, any spin off, any
                reorganization or any partial or complete liquidation, or any other
                corporate transaction or event having an effect similar to any of
                the
                foregoing (a “Section
                4.2 Event”),
                then (i) the aggregate number and/or kind of shares that thereafter
                may be
                issued under the Plan, (ii) the number and/or kind of shares or other
                property (including cash) to be issued upon exercise of an outstanding
                Award or under other Awards granted under the Plan, (iii) the purchase
                price thereof, and/or (iv) the individual Participant limitations
                set
                forth in Section 4.1(b) (other than those based on cash limitations)
                shall
                be appropriately adjusted. In addition, subject to Section 4.2(d),
                if
                there shall occur any change in the capital structure or the business
                of
                the Company that is not a Section 4.2 Event (an “Other
                Extraordinary Event”),
                including by reason of any extraordinary dividend (whether cash or
                stock),
                any conversion, any adjustment, any issuance of any class of securities
                convertible or exercisable into, or exercisable for, any class of
                stock,
                or any sale or transfer of all or substantially all the Company’s assets
                or business, then the Committee, in its sole discretion, may adjust
                any
                Award and make such other adjustments to the Plan. Any adjustment
                pursuant
                to this Section 4.2 shall be consistent with the applicable Section
                4.2
                Event or the applicable Other Extraordinary Event, as the case may
                be, and
                in such manner as the Committee may, in its sole discretion, deem
                appropriate and equitable to prevent substantial dilution or enlargement
                of the rights granted to, or available for, Participants under the
                Plan.
                Any such adjustment determined by the Committee shall be final, binding
                and conclusive on the Company and all Participants and their respective
                heirs, executors, administrators, successors and permitted assigns.
                Except
                as expressly provided in this Section 4.2 or in the applicable Award
                agreement, a Participant shall have no rights by reason of any Section
                4.2
                Event or any Other Extraordinary
                Event.

            


    

     


    
      
         

      

      
        10

        
          

        

      

      
         

      

    


    
      	 	
              (c)

            	
              Fractional
                shares of Common Stock resulting from any adjustment in Awards pursuant
                to
                Section 4.2(a) or (b) shall be aggregated until, and eliminated at,
                the
                time of exercise by rounding-down for fractions less than one-half
                and
                rounding-up for fractions equal to or greater than one-half. No cash
                settlements shall be made with respect to fractional shares eliminated
                by
                rounding. Notice of any adjustment shall be given by the Committee
                to each
                Participant whose Award has been adjusted and such adjustment (whether
                or
                not such notice is given) shall be effective and binding for all
                purposes
                of this Plan.

            


    

     

    
      	 	
              (d)

            	
              In
                the event of an Acquisition Event, the Committee may, in its sole
                discretion, terminate all outstanding and unexercised Stock Options
                or
                Stock Appreciation Rights or any Other Stock Based Award that provides
                for
                a Participant elected exercise effective as of the date of the Acquisition
                Event, by delivering notice of termination to each Participant at
                least 20
                days prior to the date of consummation of the Acquisition Event,
                in which
                case during the period from the date on which such notice of termination
                is delivered to the consummation of the Acquisition Event, each such
                Participant shall have the right to exercise in full all of his or
                her
                Stock Options or Stock Appreciation Rights that are then outstanding
                (without regard to any limitations on exercisability otherwise contained
                in the Award agreements), but any such exercise shall be contingent
                on the
                occurrence of the Acquisition Event, and, provided that, if the
                Acquisition Event does not take place within a specified period after
                giving such notice for any reason whatsoever, the notice and exercise
                pursuant thereto shall be null and
                void.

            


    

     

    If
      an
      Acquisition Event occurs but the Committee does not terminate the outstanding
      Awards pursuant to this Section 4.2(d), then the provisions of Section 4.2(b)
      and Article XIII shall apply.

     

    4.3 Minimum
      Purchase Price.
      Notwithstanding any provision of this Plan to the contrary, if authorized but
      previously unissued shares of Common Stock are issued under this Plan, such
      shares shall not be issued for a consideration that is less than as permitted
      under applicable law.

     

    ARTICLE
      V

    


    ELIGIBILITY
      - GENERAL REQUIREMENTS FOR AWARDS

     

    5.1 General
      Eligibility.
      All
      Eligible Employees, Consultants, Non-Employee Directors and prospective
      employees and consultants are eligible to be granted Awards, subject to the
      terms and conditions of this Plan. Eligibility for the grant of Awards and
      actual participation in this Plan shall be determined by the Committee in its
      sole discretion.

     


    
      
         

      

      
        11

        
          

        

      

      
         

      

    


    5.2 Incentive
      Stock Options.
      Notwithstanding anything herein to the contrary, only Eligible Employees of
      the
      Company, its Subsidiaries and its Parent (if any) are eligible to be granted
      Incentive Stock Options under this Plan. Eligibility for the grant of an
      Incentive Stock Option and actual participation in this Plan shall be determined
      by the Committee in its sole discretion.

     

    5.3 General
      Requirement.
      The
      vesting and exercise of Awards granted to a prospective employee, consultant
      or
      non-employee director are conditioned upon such individual actually becoming
      an
      Eligible Employee or Consultant, or Non-Employee Director.

     

    5.4 Minimum
      Vesting Requirement.
      Notwithstanding
      any contrary provision contained herein, no Award granted hereunder shall vest
      and become exercisable prior to the first year anniversary of the date that
      the
      Award was granted; provided, however, that the foregoing minimum vesting
      requirement shall not apply in the case of the death or Disability of a
      Participant or upon the occurrence of a Change in Control.

     

    ARTICLE
      VI

    


    STOCK
      OPTIONS

     

    6.1 Options.
      Stock
      Options may be granted alone or in addition to other Awards granted under this
      Plan. Each Stock Option granted under this Plan shall be of one of two types:
      (a) an Incentive Stock Option or (b) a Non-Qualified Stock
      Option.

     

    6.2 Grants.
      The
      Committee shall, in its sole discretion, have the authority to grant to any
      Eligible Employee (subject to Section 5.2) Incentive Stock Options,
      Non-Qualified Stock Options, or both types of Stock Options. The Committee
      shall, in its sole discretion, have the authority to grant any Consultant or
      Non-Employee Director Non-Qualified Stock Options. To the extent that any Stock
      Option does not qualify as an Incentive Stock Option (whether because of its
      provisions or the time or manner of its exercise or otherwise), such Stock
      Option or the portion thereof which does not qualify shall constitute a separate
      Non-Qualified Stock Option. 

     

    6.3 Terms
      of Options.
      Options
      granted under this Plan shall be subject to the following terms and conditions
      and shall be in such form and contain such additional terms and conditions,
      not
      inconsistent with the terms of this Plan, as the Committee, in its sole
      discretion, shall deem desirable:

     

    
      	 	
              (a)

            	
              Exercise
                Price.
                The exercise price per share of Common Stock subject to a Stock Option
                shall be determined by the Committee at the time of grant, provided
                that
                the per share exercise price of a Stock Option shall not be less
                than 100%
                (or, in the case of an Incentive Stock Option granted to a Ten Percent
                Stockholder, 110%) of the Fair Market Value of the Common Stock at
                the
                time of grant.

            


    

     

    
      	 	
              (b)

            	
              Stock
                Option Term.
                The term of each Stock Option shall be fixed by the Committee, provided
                that no Stock Option shall be exercisable more than 10 years after
                the
                date the Option is granted; and provided further that the term of
                an
                Incentive Stock Option granted to a Ten Percent Stockholder shall
                not
                exceed five years.

            


    

     


    
      
         

      

      
        12

        
          

        

      

      
         

      

    


    
      	 	
              (c)

            	
              Exercisability.
                Stock Options shall be exercisable at such time or times and subject
                to
                such terms and conditions or as shall be determined by the Committee
                at
                grant. If the Committee provides, in its discretion, that any Stock
                Option
                is exercisable subject to certain limitations (including, without
                limitation, that such Stock Option is exercisable only in installments
                or
                within certain time periods), the Committee may waive such limitations
                on
                the exercisability at any time at or after grant in whole or in part
                (including, without limitation, waiver of the installment exercise
                provisions or acceleration of the time at which such Stock Option
                may be
                exercised), based on such factors, if any, as the Committee shall
                determine, in its sole discretion. In the event that a written employment
                agreement between the Company and a Participant provides for a vesting
                schedule that is more favorable than the vesting schedule provided
                in the
                form of Award agreement, the vesting schedule in such employment
                agreement
                shall govern, provided that such agreement is in effect on the date
                of
                grant and applicable to the specific
                Award.

            


    

     

    
      	 	
              (d)

            	
              Method
                of Exercise.
                Subject to whatever installment exercise and waiting period provisions
                apply under subsection (c) above, to the extent vested, Stock Options
                may
                be exercised in whole or in part at any time during the Option term,
                by
                giving written notice of exercise to the Company specifying the number
                of
                shares of Common Stock to be purchased. Such
                notice shall be accompanied by payment in full of the purchase price
                as
                follows: (i) in cash or by check, bank draft or money order payable
                to the
                order of the Company; (ii) solely to the extent permitted by applicable
                law, if the Common Stock is traded on a national securities exchange,
                and
                the Committee authorizes, through a procedure whereby the Participant
                delivers irrevocable instructions to a broker reasonably acceptable
                to the
                Committee to deliver promptly to the Company an amount equal to the
                purchase price; or (iii) on such other terms and conditions as may
                be
                acceptable to the Committee (including, without limitation, the
                relinquishment of Stock Options or by payment in full or in part
                in the
                form of Common Stock owned by the Participant based on the Fair Market
                Value of the Common Stock on the payment date as determined by the
                Committee, in its sole discretion). No shares of Common Stock shall
                be
                issued until payment therefor, as provided herein, has been made
                or
                provided for.

            


    

     

    
      	 	
              (e)

            	
              Non-Transferability
                of Options.
                No Stock Option shall be Transferable by the Participant otherwise
                than by
                will or by the laws of descent and distribution, and all Stock Options
                shall be exercisable, during the Participant’s lifetime, only by the
                Participant. Notwithstanding the foregoing, the Committee may determine,
                in its sole discretion, at the time of grant or thereafter that a
                Non-Qualified Stock Option that is otherwise not Transferable pursuant
                to
                this Section is Transferable to a Family Member in whole or in part
                and in
                such circumstances, and under such conditions, as determined by the
                Committee, in its sole discretion. A Non-Qualified Stock Option that
                is
                Transferred to a Family Member pursuant to the preceding sentence
                (i) may
                not be subsequently Transferred otherwise than by will or by the
                laws of
                descent and distribution and (ii) remains subject to the terms of
                this
                Plan and the applicable Award agreement. Any shares of Common Stock
                acquired upon the exercise of a Non-Qualified Stock Option by a
                permissible transferee of a Non-Qualified Stock Option or a permissible
                transferee pursuant to a Transfer after the exercise of the Non-Qualified
                Stock Option shall be subject to the terms of this Plan and the applicable
                Award agreement.

            


    

     

    
      
         

      

      
        13

        
          

        

      

      
         

      

    


    
      	 	
              (f)

            	
              Incentive
                Stock Option Limitations.
                To the extent that the aggregate Fair Market Value (determined as
                of the
                time of grant) of the Common Stock with respect to which Incentive
                Stock
                Options are exercisable for the first time by an Eligible Employee
                during
                any calendar year under this Plan and/or any other stock option plan
                of
                the Company, any Subsidiary or any Parent exceeds $100,000, such
                Options
                shall be treated as Non-Qualified Stock Options. Should any provision
                of
                this Plan not be necessary in order for the Stock Options to qualify
                as
                Incentive Stock Options, or should any additional provisions be required,
                the Committee may, in its sole discretion, amend this Plan accordingly,
                without the necessity of obtaining the approval of the stockholders
                of the
                Company.

            


    

     

    
      	 	
              (g)

            	
              Form,
                Modification, Extension and Renewal of Stock Options.
                Subject to the terms and conditions and within the limitations of
                this
                Plan, Stock Options shall be evidenced by such form of agreement
                or grant
                as is approved by the Committee, and the Committee may, in its sole
                discretion (i) modify, extend or renew outstanding Stock Options
                granted
                under this Plan (provided that the rights of a Participant are not
                reduced
                without his or her consent and provided further that such action
                does not
                subject the Stock Options to Section 409A of the Code), and (ii)
                accept
                the surrender of outstanding Stock Options (up to the extent not
                theretofore exercised) and authorize the granting of new Stock Options
                in
                substitution therefor (to the extent not theretofore exercised).
                Notwithstanding the foregoing, an outstanding Option may not be modified
                to reduce the exercise price thereof nor may a new Option at a lower
                price
                be substituted for a surrendered Option (other than adjustments or
                substitutions in accordance with Section 4.2), unless such action
                is
                approved by the stockholders of the Company.


            


    

     

    
      	 	
              (h)

            	
              Early
                Exercise.
                The Committee may provide that a Stock Option include a provision
                whereby
                the Participant may elect at any time before the Participant’s Termination
                to exercise the Stock Option as to any part or all of the shares
                of Common
                Stock subject to the Stock Option prior to the full vesting of the
                Stock
                Option and such shares shall be subject to the provisions of Article
                VIII
                and treated as Restricted Stock. Any unvested shares of Common Stock
                so
                purchased may be subject to a repurchase option in favor of the Company
                or
                to any other restriction the Committee determines to be
                appropriate.

            


    

     

    
      
         

      

      
        14

        
          

        

      

      
         

      

    


    
      	 	
              (i)

            	
              Other
                Terms and Conditions.
                Stock Options may contain such other provisions, which shall not
                be
                inconsistent with any of the terms of this Plan, as the Committee
                shall,
                in its sole discretion, deem
                appropriate.

            


    

     

    ARTICLE
      VII

    


    STOCK
      APPRECIATION RIGHTS

     

    7.1 Tandem
      Stock Appreciation Rights.
      Stock
      Appreciation Rights may be granted in conjunction with all or part of any Stock
      Option (a “Reference
      Stock Option”)
      granted under this Plan (“Tandem
      Stock Appreciation Rights”).
      In
      the case of a Non-Qualified Stock Option, such rights may be granted either
      at
      or after the time of the grant of such Reference Stock Option. In the case
      of an
      Incentive Stock Option, such rights may be granted only at the time of the
      grant
      of such Reference Stock Option.

     

    7.2 Terms
      and Conditions of Tandem Stock Appreciation Rights.
      Tandem
      Stock Appreciation Rights granted hereunder shall be subject to such terms
      and
      conditions, not inconsistent with the provisions of this Plan, as shall be
      determined from time to time by the Committee in its sole discretion, and the
      following:

     

    
      	 	
              (a)

            	
              Exercise
                Price.
                The exercise price per share of Common Stock subject to a Tandem
                Stock
                Appreciation Right shall be determined by the Committee at the time
                of
                grant, provided that the per share exercise price of a Tandem Stock
                Appreciation Right shall not be less than 100% of the Fair Market
                Value of
                the Common Stock at the time of
                grant.

            


    

     

    
      	 	
              (b)

            	
              Term.
                A
                Tandem Stock Appreciation Right or applicable portion thereof granted
                with
                respect to a Reference Stock Option shall terminate and no longer
                be
                exercisable upon the termination or exercise of the Reference Stock
                Option, except that, unless otherwise determined by the Committee,
                in its
                sole discretion, at the time of grant, a Tandem Stock Appreciation
                Right
                granted with respect to less than the full number of shares covered
                by the
                Reference Stock Option shall not be reduced until and then only to
                the
                extent the exercise or termination of the Reference Stock Option
                causes
                the number of shares covered by the Tandem Stock Appreciation Right
                to
                exceed the number of shares remaining available and unexercised under
                the
                Reference Stock Option.

            


    

     

    
      	 	
              (c)

            	
              Exercisability.
                Tandem Stock Appreciation Rights shall be exercisable only at such
                time or
                times and to the extent that the Reference Stock Options to which
                they
                relate shall be exercisable in accordance with the provisions of
                Article
                VI, and shall be subject to the provisions of Section
                6.3(c).

            


    

     

    
      
         

      

      
        15

        
          

        

      

      
         

      

    


    
      	 	
              (d)

            	
              Method
                of Exercise.
                A
                Tandem Stock Appreciation Right may be exercised by the Participant
                by
                surrendering the applicable portion of the Reference Stock Option.
                Upon
                such exercise and surrender, the Participant shall be entitled to
                receive
                an amount determined in the manner prescribed in this Section 7.2.
                Stock
                Options which have been so surrendered, in whole or in part, shall
                no
                longer be exercisable to the extent the related Tandem Stock Appreciation
                Rights have been exercised.

            


    

     

    
      	 	
              (e)

            	
              Payment.
                Upon the exercise of a Tandem Stock Appreciation Right, a Participant
                shall be entitled to receive up to, but no more than, an amount in
                cash or
                a number of shares of Common Stock (as determined by the Committee,
                in its
                sole discretion, on the date of grant) equal in value to the excess
                of the
                Fair Market Value of one share of Common Stock over the Option exercise
                price per share specified in the Reference Stock Option agreement,
                multiplied by the number of shares in respect of which the Tandem
                Stock
                Appreciation Right shall have been
                exercised.

            


    

     

    
      	 	
              (f)

            	
              Deemed
                Exercise of Reference Stock Option.
                Upon the exercise of a Tandem Stock Appreciation Right, the Reference
                Stock Option or part thereof to which such Stock Appreciation Right
                is
                related shall be deemed to have been exercised for the purpose of
                the
                limitation set forth in Article IV of the Plan on the number of shares
                of
                Common Stock to be issued under the
                Plan.

            


    

     

    
      	 	
              (g)

            	
              Non-Transferability.
                Tandem Stock Appreciation Rights shall be Transferable only when
                and to
                the extent that the underlying Stock Option would be Transferable
                under
                Section 6.3(e) of the Plan.

            


    

     

    7.3 Non-Tandem
      Stock Appreciation Rights.
      Non-Tandem Stock Appreciation Rights may also be granted without reference
      to
      any Stock Options granted under this Plan.

     

    7.4 Terms
      and Conditions of Non-Tandem Stock Appreciation Rights.
      Non-Tandem Stock Appreciation Rights granted hereunder shall be subject to
      such
      terms and conditions, not inconsistent with the provisions of this Plan, as
      shall be determined from time to time by the Committee in its sole discretion,
      and the following:

     

    
      	 	
              (a)

            	
              Exercise
                Price.
                The exercise price per share of Common Stock subject to a Non-Tandem
                Stock
                Appreciation Right shall be determined by the Committee at the time
                of
                grant, provided that the per share exercise price of a Non-Tandem
                Stock
                Appreciation Right shall not be less than 100% of the Fair Market
                Value of
                the Common Stock at the time of
                grant.

            


    

     

    
      	 	
              (b)

            	
              Term.
                The term of each Non-Tandem Stock Appreciation Right shall be fixed
                by the
                Committee, but shall not be greater than 10 years after the date
                the right
                is granted.

            


    

     


    
      
         

      

      
        16

        
          

        

      

      
         

      

    


    
      	 	
              (c)

            	
              Exercisability.
                Non-Tandem Stock Appreciation Rights shall be exercisable at such
                time or
                times and subject to such terms and conditions as shall be determined
                by
                the Committee at grant. If the Committee provides, in its discretion,
                that
                any such right is exercisable subject to certain limitations (including,
                without limitation, that it is exercisable only in installments or
                within
                certain time periods), the Committee may waive such limitations on
                the
                exercisability at any time at or after grant in whole or in part
                (including, without limitation, waiver of the installment exercise
                provisions or acceleration of the time at which such right may be
                exercised), based on such factors, if any, as the Committee shall
                determine, in its sole discretion. In the event that a written employment
                agreement between the Company and a Participant provides for a vesting
                schedule that is more favorable than the vesting schedule provided
                in the
                form of Award agreement, the vesting schedule in such employment
                agreement
                shall govern, provided that such agreement is in effect on the date
                of
                grant and applicable to the specific
                Award.

            


    

     

    
      	 	
              (d)

            	
              Method
                of Exercise.
                Subject to whatever installment exercise and waiting period provisions
                apply under subsection (c) above, Non-Tandem Stock Appreciation Rights
                may
                be exercised in whole or in part at any time in accordance with the
                applicable Award agreement, by giving written notice of exercise
                to the
                Company specifying the number of Non-Tandem Stock Appreciation Rights
                to
                be exercised.

            


    

     

    
      	 	
              (e)

            	
              Payment.
                Upon the exercise of a Non-Tandem Stock Appreciation Right a Participant
                shall be entitled to receive, for each right exercised, up to, but
                no more
                than, an amount in cash or a number of shares of Common Stock (as
                determined by the Committee, in its sole discretion, on the date
                of grant)
                equal in value to the excess of the Fair Market Value of one share
                of
                Common Stock on the date the right is exercised over the Fair Market
                Value
                of one share of Common Stock on the date the right was awarded to
                the
                Participant. 

            


    

     

    
      	 	
              (f)

            	
              Non-Transferability.
                No Non-Tandem Stock Appreciation Rights shall be Transferable by
                the
                Participant otherwise than by will or by the laws of descent and
                distribution, and all such rights shall be exercisable, during the
                Participant’s lifetime, only by the Participant.
                

            


    

     

    7.5 Limited
      Stock Appreciation Rights.
      The
      Committee may, in its sole discretion, grant Tandem and Non-Tandem Stock
      Appreciation Rights either as a general Stock Appreciation Right or as a Limited
      Stock Appreciation Right. Limited Stock Appreciation Rights may be exercised
      only upon the occurrence of a Change in Control or such other event as the
      Committee may, in its sole discretion, designate at the time of grant or
      thereafter. Upon the exercise of Limited Stock Appreciation Rights, except
      as
      otherwise provided in an Award agreement, the Participant shall receive in
      cash
      or Common Stock, as determined by the Committee, an amount equal to the amount
      (a) set forth in Section 7.2(e) with respect to Tandem Stock Appreciation
      Rights, or (b) set forth in Section 7.4(e) with respect to Non-Tandem Stock
      Appreciation Rights, as applicable.

     


    
      
         

      

      
        17

        
          

        

      

      
         

      

    


    ARTICLE
      VIII

    


    RESTRICTED
      STOCK

     

    8.1 Awards
      of Restricted Stock.
      Shares
      of Restricted Stock may be issued either alone or in addition to other Awards
      granted under the Plan. The Committee shall, in its sole discretion, determine
      the Eligible Employees, Consultants and Non-Employee Directors, to whom, and
      the
      time or times at which, grants of Restricted Stock shall be made, the number
      of
      shares to be awarded, the price (if any) to be paid by the Participant (subject
      to Section 8.2), the time or times within which such Awards may be subject
      to
      forfeiture, the vesting schedule and rights to acceleration thereof, and all
      other terms and conditions of the Awards. The Committee may condition the grant
      or vesting of Restricted Stock upon the attainment of specified performance
      targets or such other factors as the Committee may determine, in its sole
      discretion, including to comply with the requirements of Section 162(m) of
      the
      Code.

     

    8.2 Awards
      and Certificates.
      Eligible Employees, Consultants and Non-Employee Directors selected to receive
      Restricted Stock shall not have any rights with respect to such Award, unless
      and until such Participant has delivered a fully executed copy of the agreement
      evidencing the Award to the Company and has otherwise complied with the
      applicable terms and conditions of such Award. Further, such Award shall be
      subject to the following conditions:

     

    
      	 	
              (a)

            	
              Purchase
                Price.
                The purchase price of Restricted Stock shall be fixed by the Committee.
                Subject to Section 4.3, the purchase price for shares of Restricted
                Stock
                may be zero to the extent permitted by applicable law, and, to the
                extent
                not so permitted, such purchase price may not be less than par
                value.

            


    

     

    
      	 	
              (b)

            	
              Acceptance.
                Awards of Restricted Stock must be accepted within a period of 60
                days (or
                such other period as the Committee may specify) after the grant date,
                by
                executing a Restricted Stock agreement and by paying whatever price
                (if
                any) the Committee has designated
                thereunder.

            


    

     

    
      	 	
              (c)

            	
              Legend.
                Each Participant receiving Restricted Stock shall be issued a stock
                certificate in respect of such shares of Restricted Stock, unless
                the
                Committee elects to use another system, such as book entries by the
                transfer agent, as evidencing ownership of shares of Restricted Stock.
                Such certificate shall be registered in the name of such Participant,
                and
                shall, in addition to such legends required by applicable securities
                laws,
                bear an appropriate legend referring to the terms, conditions, and
                restrictions applicable to such Award, substantially in the following
                form:

            


    

     

    “The
      anticipation, alienation, attachment, sale, transfer, assignment, pledge,
      encumbrance or charge of the shares of stock represented hereby are subject
      to
      the terms and conditions (including forfeiture) of the Fushi International,
      Inc
      (the “Company”) 2007 Stock Incentive Plan (the “Plan”) and an agreement entered
      into between the registered owner and the Company dated __________. Copies
      of
      such Plan and agreement are on file at the principal office of the
      Company.”


    
      
         

      

      
        18

        
          

        

      

      
         

      

    


    
      	 	
              (d)

            	
              Custody.
                If stock certificates are issued in respect of shares of Restricted
                Stock,
                the Committee may require that any stock certificates evidencing
                such
                shares be held in custody by the Company until the restrictions thereon
                shall have lapsed, and that, as a condition of any grant of Restricted
                Stock, the Participant shall have delivered a duly signed stock power,
                endorsed in blank, relating to the Common Stock covered by such
                Award.

            


    

     

    8.3 Restrictions
      and Conditions.
      The
      shares of Restricted Stock awarded pursuant to this Plan shall be subject to
      the
      following restrictions and conditions:

     

    
      	 	
              (a)

            	
              Restriction
                Period.
                (1) The
                Participant shall not be permitted to Transfer shares of Restricted
                Stock
                awarded under this Plan during the period or periods set by the Committee
                (the “Restriction
                Period”)
                commencing on the date of such Award, as set forth in a
                Restricted
                Stock Award agreement and such agreement shall set forth a vesting
                schedule and any events which would accelerate vesting of the shares
                of
                Restricted Stock. Within these limits, based on service, attainment
                of
                performance goals pursuant to Section 8.3(a)(ii) below and/or such
                other
                factors or criteria as the Committee may determine in its sole discretion,
                the Committee may condition the grant or provide for the lapse of
                such
                restrictions in installments in whole or in part, or may accelerate
                the
                vesting of all or any part of any Restricted Stock Award and/or waive
                the
                deferral limitations for all or any part of any Restricted Stock
                Award.
                In
                the event that a written employment agreement between the Company
                and a
                Participant provides for a vesting schedule that is more favorable
                than
                the vesting schedule provided in the form of Award agreement, the
                vesting
                schedule in such employment agreement shall govern, provided that
                such
                agreement is in effect on the date of grant and applicable to the
                specific
                Award.

            


    

     

    (ii) Objective
      Performance Goals, Formulae or Standards.
      If the
      grant of shares of Restricted Stock or the lapse of restrictions is based on
      the
      attainment of Performance Goals, the Committee shall establish the Performance
      Goals and the applicable vesting percentage of the Restricted Stock Award
      applicable to each Participant or class of Participants in writing prior to
      the
      beginning of the applicable fiscal year or at such later date as otherwise
      determined by the Committee and while the outcome of the Performance Goals
      are
      substantially uncertain. Such Performance Goals may incorporate provisions
      for
      disregarding (or adjusting for) changes in accounting methods, corporate
      transactions (including, without limitation, dispositions and acquisitions)
      and
      other similar type events or circumstances. With regard to a Restricted Stock
      Award that is intended to comply with Section 162(m) of the Code, to the extent
      any such provision would create impermissible discretion under Section 162(m)
      of
      the Code or otherwise violate Section 162(m) of the Code, such provision shall
      be of no force or effect. The applicable Performance Goals shall be based on
      one
      or more of the performance criteria set forth in Exhibit A
      hereto.


    
      
         

      

      
        19

        
          

        

      

      
         

      

    


    
      	 	
              (b)

            	
              Rights
                as a Stockholder.
                Except as provided in this subsection (b) and subsection (a) above
                and as
                otherwise determined by the Committee, the Participant shall have,
                with
                respect to the shares of Restricted Stock, all of the rights of a
                holder
                of shares of Common Stock of the Company including, without limitation,
                the right to receive any dividends, the right to vote such shares
                and,
                subject to and conditioned upon the full vesting of shares of Restricted
                Stock, the right to tender such shares. The Committee may, in its
                sole
                discretion, determine at the time of grant that the payment of dividends
                shall be deferred until, and conditioned upon, the expiration of
                the
                applicable Restriction Period.

            


    

     

    
      	 	
              (c)

            	
              Lapse
                of Restrictions.
                If and when the Restriction Period expires without a prior forfeiture
                of
                the Restricted Stock, the certificates for such shares shall be delivered
                to the Participant. All legends shall be removed from said certificates
                at
                the time of delivery to the Participant, except as otherwise required
                by
                applicable law or other limitations imposed by the
                Committee.

            


    

     

    ARTICLE
      IX

    


    PERFORMANCE
      SHARES

     

    9.1 Award
      of Performance Shares.
      Performance Shares may be awarded either alone or in addition to other Awards
      granted under this Plan. The Committee shall, in its sole discretion, determine
      the Eligible Employees, Consultants and Non-Employee Directors, to whom, and
      the
      time or times at which, Performance Shares shall be awarded, the number of
      Performance Shares to be awarded to any person, the Performance Period during
      which, and the conditions under which, receipt of the Shares will be deferred,
      and the other terms and conditions of the Award in addition to those set forth
      in Section 9.2.

     

    Except
      as
      otherwise provided herein, the Committee shall condition the right to payment
      of
      any Performance Share upon the attainment of objective performance goals
      established pursuant to Section 9.2(c) below.

     

    9.2 Terms
      and Conditions.
      Performance Shares awarded pursuant to this Article IX shall be subject to
      the
      following terms and conditions:

     

    
      	 	
              (a)

            	
              Earning
                of Performance Share Award.
                At the expiration of the applicable Performance Period, the Committee
                shall determine the extent to which the performance goals established
                pursuant to Section 9.2(c) are achieved and the percentage of each
                Performance Share Award that has been
                earned.

            


    

     


    
      
         

      

      
        20

        
          

        

      

      
         

      

    


    
      	 	
              (b)

            	
              Non-Transferability.
                Subject to the applicable provisions of the Award agreement and this
                Plan,
                Performance Shares may not be Transferred during the Performance
                Period.

            


    

     

    
      	 	
              (c)

            	
              Objective
                Performance Goals, Formulae or Standards.
                The Committee shall establish the objective Performance Goals for
                the
                earning of Performance Shares based on a Performance Period applicable
                to
                each Participant or class of Participants in writing prior to the
                beginning of the applicable Performance Period or at such later date
                as
                permitted under Section 162(m) of the Code and while the outcome
                of the
                Performance Goals are substantially uncertain. Such Performance Goals
                may
                incorporate, if and only to the extent permitted under Section 162(m)
                of
                the Code, provisions for disregarding (or adjusting for) changes
                in
                accounting methods, corporate transactions (including, without limitation,
                dispositions and acquisitions) and other similar type events or
                circumstances. To the extent any such provision would create impermissible
                discretion under Section 162(m) of the Code or otherwise violate
                Section
                162(m) of the Code, such provision shall be of no force or effect.
                The
                applicable Performance Goals shall be based on one or more of the
                performance criteria set forth in Exhibit A
                hereto.

            


    

     

    
      	 	
              (d)

            	
              Dividends.
                Unless otherwise determined by the Committee at the time of grant,
                amounts
                equal to any dividends declared during the Performance Period with
                respect
                to the number of shares of Common Stock covered by a Performance
                Share
                will not be paid to the
                Participant.

            


    

     

    
      	 	
              (e)

            	
              Payment.
                Following the Committee’s determination in accordance with subsection (a)
                above, shares of Common Stock or, as determined by the Committee
                in its
                sole discretion, the cash equivalent of such shares shall be delivered
                to
                the Eligible Employee, Consultant or Non-Employee Director, or his
                legal
                representative, in an amount equal to such individual’s earned Performance
                Share. Notwithstanding the foregoing, the Committee may, in its sole
                discretion, award an amount less than the earned Performance Share
                and/or
                subject the payment of all or part of any Performance Share to additional
                vesting, forfeiture and deferral conditions as it deems
                appropriate.

            


    

     

    
      	 	
              (f)

            	
              Accelerated
                Vesting.
                Based on service, performance and/or such other factors or criteria,
                if
                any, as the Committee may determine, the Committee may, in its sole
                discretion, at or after grant, accelerate the vesting of all or any
                part
                of any Performance Share Award and/or waive the deferral limitations
                for
                all or any part of such Award.

            


    

     


    
      
         

      

      
        21

        
          

        

      

      
         

      

    


    ARTICLE
      X

    


    OTHER
      STOCK-BASED AWARDS

     

    10.1 Other
      Awards.
      The
      Committee, in its sole discretion, is authorized to grant to Eligible Employees,
      Consultants and Non-Employee Directors Other Stock-Based Awards that are payable
      in, valued in whole or in part by reference to, or otherwise based on or related
      to shares of Common Stock, including, but not limited to, shares of Common
      Stock
      awarded purely as a bonus and not subject to any restrictions or conditions,
      shares of Common Stock in payment of the amounts due under an incentive or
      performance plan sponsored or maintained by the Company or an Affiliate,
      performance units, dividend equivalent units, stock equivalent units, restricted
      stock units and deferred stock units. To
      the
      extent permitted by law, the Committee may, in its sole discretion, permit
      Eligible Employees and/or Non-Employee Directors to defer all or a portion
      of
      their cash compensation in the form of Other Stock-Based Awards granted under
      this Plan, subject to the terms and conditions of any deferred compensation
      arrangement established by the Company, which shall be intended to comply with
      Section 409A of the Code. Other Stock-Based Awards may be granted either alone
      or in addition to or in tandem with other Awards granted under the
      Plan.

     

    Subject
      to the provisions of this Plan, the Committee shall, in its sole discretion,
      have authority to determine the Eligible Employees, Consultants and Non-Employee
      Directors, to whom, and the time or times at which, such Awards shall be made,
      the number of shares of Common Stock to be awarded pursuant to such Awards,
      and
      all other conditions of the Awards. The Committee may also provide for the
      grant
      of Common Stock under such Awards upon the completion of a specified performance
      period.

     

    The
      Committee may condition the grant or vesting of Other Stock-Based Awards upon
      the attainment of specified Performance Goals set forth on Exhibit A as the
      Committee may determine, in its sole discretion; provided that to the extent
      that such Other Stock-Based Awards are intended to comply with Section 162(m)
      of
      the Code, the Committee shall establish the objective Performance Goals for
      the
      vesting of such Other Stock-Based Awards based on a performance period
      applicable to each Participant or class of Participants in writing prior to
      the
      beginning of the applicable performance period or at such later date as
      permitted under Section 162(m) of the Code and while the outcome of the
      Performance Goals are substantially uncertain. Such Performance Goals may
      incorporate, if and only to the extent permitted under Section 162(m) of the
      Code, provisions for disregarding (or adjusting for) changes in accounting
      methods, corporate transactions (including, without limitation, dispositions
      and
      acquisitions) and other similar type events or circumstances. To the extent
      any
      such provision would create impermissible discretion under Section 162(m) of
      the
      Code or otherwise violate Section 162(m) of the Code, such provision shall
      be of
      no force or effect. The applicable Performance Goals shall be based on one
      or
      more of the performance criteria set forth in Exhibit A hereto.

     

    10.2 Terms
      and Conditions.
      Other
      Stock-Based Awards made pursuant to this Article X shall be subject to the
      following terms and conditions:

     

    
      	 	
              (a)

            	
              Non-Transferability.
                Subject to the applicable provisions of the Award agreement and this
                Plan,
                shares of Common Stock subject to Awards made under this Article
                X may not
                be Transferred prior to the date on which the shares are issued,
                or, if
                later, the date on which any applicable restriction, performance
                or
                deferral period lapses.

            


    

     


    
      
         

      

      
        22

        
          

        

      

      
         

      

    


    
      	 	
              (b)

            	
              Dividends.
                Unless otherwise determined by the Committee at the time of Award,
                subject
                to the provisions of the Award agreement and this Plan, the recipient
                of
                an Award under this Article X shall not be entitled to receive, currently
                or on a deferred basis, dividends or dividend equivalents with respect
                to
                the number of shares of Common Stock covered by the
                Award.

            


    

     

    
      	 	
              (c)

            	
              Vesting.
                Any Award under this Article X and any Common Stock covered by any
                such
                Award shall vest or be forfeited to the extent so provided in the
                Award
                agreement, as determined by the Committee, in its sole discretion.
                In the
                event that a written employment agreement between the Company and
                a
                Participant provides for a vesting schedule that is more favorable
                than
                the vesting schedule provided in the form of Award agreement, the
                vesting
                schedule in such employment agreement shall govern, provided that
                such
                agreement is in effect on the date of grant and applicable to the
                specific
                Award.

            


    

     

    
      	 	
              (d)

            	
              Price.
                Common Stock issued on a bonus basis under this Article X may be
                issued
                for no cash consideration; Common Stock purchased pursuant to a purchase
                right awarded under this Article X shall be priced, as determined
                by the
                Committee in its sole discretion.

            


    

     

    
      	 	
              (e)

            	
              Payment.
                Form of payment for the Other Stock-Based Award shall be specified
                in the
                Award agreement.

            


    

     

    ARTICLE
      XI

    


    PERFORMANCE-BASED
      CASH AWARDS

     

    11.1 Performance-Based
      Cash Awards.
      Performance-Based Cash Awards may be granted either alone or in addition to
      or
      in tandem with Stock Options, Stock Appreciation Rights, or Restricted Stock.
      Subject to the provisions of this Plan, the Committee shall, in its sole
      discretion, have authority to determine the Eligible Employees, Consultants
      and
      Non-Employee Directors to whom, and the time or times at which, such Awards
      shall be made, the dollar amount to be awarded pursuant to such Awards, and
      all
      other conditions of the Awards. The Committee may also provide for the payment
      of a dollar amount under such Awards upon the completion of a specified
      Performance Period.

     

    For
      each
      Participant, the Committee may specify a targeted performance award. The
      individual target award may be expressed, at the Committee’s discretion, as a
      fixed dollar amount, a percentage of base pay or total pay (excluding payments
      made under the Plan), or an amount determined pursuant to an objective formula
      or standard. Establishment of an individual target award for a Participant
      for a
      calendar year shall not imply or require that the same level individual target
      award (if any such award is established by the Committee for the relevant
      Participant) be set for any subsequent calendar year. At the time the
      Performance Goals are established, the Committee shall prescribe a formula
      to
      determine the percentages (which may be greater than 100%) of the individual
      target award which may be payable based upon the degree of attainment of the
      Performance Goals during the calendar year. Notwithstanding anything else
      herein, the Committee may, in its sole discretion, elect to pay a Participant
      an
      amount that is less than the Participant’s individual target award (or attained
      percentage thereof) regardless of the degree of attainment of the Performance
      Goals; provided that no such discretion to reduce an Award earned based on
      achievement of the applicable Performance Goals shall be permitted for the
      calendar year in which a Change in Control of the Company occurs, or during
      such
      calendar year with regard to the prior calendar year if the Awards for the
      prior
      calendar year have not been made by the time of the Change in Control of the
      Company, with regard to individuals who were Participants at the time of the
      Change in Control of the Company.


    
      
         

      

      
        23

        
          

        

      

      
         

      

    


    11.2 Terms
      and Conditions.
      Performance-Based Awards made pursuant to this Article XI shall be subject
      to
      the following terms and conditions: 

     

    
      	 	
              (a)

            	
              Vesting
                of Performance-Based Cash Award.
                At the expiration of the applicable Performance Period, the Committee
                shall determine and certify in writing the extent to which the Performance
                Goals established pursuant to Section 11.2(c) are achieved and the
                percentage of the Participant’s individual target award has been vested
                and earned.

            


    

     

    
      	 	
              (b)

            	
              Waiver
                of Limitation.
                In the event of the Participant’s Disability or death, or in cases of
                special circumstances, the Committee may, in its sole discretion,
                waive in
                whole or in part any or all of the limitations imposed hereunder
                (if any)
                with respect to any or all of an Award under this Article
                XI.

            


    

     

    
      	 	
              (c)

            	
              Objective
                Performance Goals, Formulae or Standards.
                

            


    

     

    (i) The
      Committee shall establish the objective Performance Goals and the individual
      target award (if any) applicable to each Participant or class of Participants
      in
      writing prior to the beginning of the applicable Performance Period or at such
      later date as permitted under Section 162(m) of the Code and while the outcome
      of the Performance Goals are substantially uncertain. Such Performance Goals
      may
      incorporate, if and only to the extent permitted under Section 162(m) of the
      Code, provisions for disregarding (or adjusting for) changes in accounting
      methods, corporate transactions (including, without limitation, dispositions
      and
      acquisitions) and other similar type events or circumstances. To the extent
      any
      Performance-Based Award is intended to comply with the provisions of Section
      162(m) of the Code, if any provision would create impermissible discretion
      under
      Section 162(m) of the Code or otherwise violate Section 162(m) of the Code,
      such
      provision shall be of no force or effect. The applicable Performance Goals
      shall
      be based on one or more of the performance criteria set forth in Exhibit A
      hereto.

     


    
      
         

      

      
        24

        
          

        

      

      
         

      

    


    (ii) The
      measurements used in Performance Goals set under the Plan shall be determined
      in
      accordance with Generally Accepted Accounting Principles (“GAAP”),
      except, to the extent that any objective Performance Goals are used, if any
      measurements require deviation from GAAP, such deviation shall be at the
      discretion of the Committee at the time the Performance Goals are set or at
      such
      later time to the extent permitted under Section 162(m) of the
      Code.

     

    
      	 	
              (d)

            	
              Payment.
                Following the Committee’s determination and certification in accordance
                with subsection (a) above, the Performance-Based Cash Award amount
                shall
                be delivered to the Eligible Employee, Consultant or Non-Employee
                Director, or his legal representative, in accordance with the terms
                and
                conditions of the Award agreement.

            


    

     

    ARTICLE
      XII

    


    TERMINATION

     

    12.1 Termination.
      The
      following rules apply with regard to the Termination of a
      Participant.

     

    
      	 	
              (a)

            	
              Rules
                Applicable to Stock Option and Stock Appreciation Rights.
                Unless otherwise determined by the Committee at grant (or, if no
                rights of
                the Participant are reduced, thereafter): [Default
                post-termination exercise periods to be confirmed by the
                Company.]

            


    

     

    (i) Termination
      by Reason of Death or Disability.
      If a
      Participant’s Termination is by reason of death or Disability, all Stock Options
      or Stock Appreciation Rights that are held by such Participant that are vested
      and exercisable at the time of the Participant’s Termination may be exercised by
      the Participant (or, in the case of death, by the legal representative of the
      Participant’s estate) at any time within a one-year period from the date of such
      Termination, but in no event beyond the expiration of the stated term of such
      Stock Options or Stock Appreciation Rights;
      provided, however, if the Participant dies within such exercise period, all
      unexercised Stock Options or Stock Appreciation Rights held by such Participant
      shall thereafter be exercisable, to the extent to which they were exercisable
      at
      the time of death, for a period of one year from the date of such death, but
      in
      no event beyond the expiration of the stated term of such Stock Options or
      Stock
      Appreciation Rights.

     

    (ii) Involuntary
      Termination Without Cause. If
      a
      Participant’s Termination is by involuntary termination without Cause, all Stock
      Options or Stock Appreciation Rights that are held by such Participant that
      are
      vested and exercisable at the time of the Participant’s Termination may be
      exercised by the Participant at any time within a period of 90 days from the
      date of such Termination, but in no event beyond the expiration of the stated
      term of such Stock Options or Stock Appreciation Rights.

     


    
      
         

      

      
        25

        
          

        

      

      
         

      

    


    (iii) Voluntary
      Termination. If
      a
      Participant’s Termination is voluntary (other than a voluntary termination
      described in Section 12.2(a)(iv)(2) below), all Stock Options or Stock
      Appreciation Rights that are held by such Participant that are vested and
      exercisable at the time of the Participant’s Termination may be exercised by the
      Participant at any time within a period of 30 days from the date of such
      Termination, but in no event beyond the expiration of the stated terms of such
      Stock Options or Stock Appreciation Rights.

     

    (iv) Termination
      for Cause.
      If a
      Participant’s Termination: (1) is for Cause or (2) is a voluntary Termination
      (as provided in sub-section (iii) above) after the occurrence of an event that
      would be grounds for a Termination for Cause, all Stock Options or Stock
      Appreciation Rights, whether vested or not vested, that are held by such
      Participant shall thereupon terminate and expire as of the date of such
      Termination.

     

    (v) Unvested
      Stock Options and Stock Appreciation Rights.
      Stock
      Options or Stock Appreciation Rights that are not vested as of the date of
      a
      Participant’s Termination for any reason shall terminate and expire as of the
      date of such Termination.

     

    
      	 	
              (b)

            	
              Rules
                Applicable to Restricted Stock, Performance Shares, Other Stock-Based
                Awards and Performance-Based Cash Awards.
                 Unless
                otherwise determined by the Committee at grant or thereafter, upon
                a
                Participant’s Termination for any reason: (i) during the relevant
                Restriction Period, all Restricted Stock still subject to restriction
                shall be forfeited; and (ii) any unvested Performance Shares, Other
                Stock-Based Awards or Performance-Based Cash Awards shall be
                forfeited

            


    

     

    ARTICLE
      XIII

    


    CHANGE
      IN
      CONTROL PROVISIONS

     

    13.1 Benefits.
      In the
      event of a Change in Control of the Company, and except as otherwise provided
      by
      the Committee in an Award agreement or in a written employment agreement between
      the Company and a Participant, a Participant’s unvested Award shall vest and a
      Participant’s Award shall be treated in accordance with one of the following
      methods as determined by the Committee in its sole discretion:

     

    
      	 	
              (a)

            	
              Awards,
                whether or not then vested, shall be continued, assumed, have new
                rights
                substituted therefor or be treated in accordance with Section 4.2(d)
                hereof, as determined by the Committee in its sole discretion, and
                restrictions to which any shares of Restricted Stock or any other
                Award
                granted prior to the Change in Control are subject shall not lapse
                upon a
                Change in Control and the Restricted Stock or other Award shall,
                where
                appropriate in the sole discretion of the Committee, receive the
                same
                distribution as other Common Stock on such terms as determined by
                the
                Committee; provided that, the Committee may, in its sole discretion,
                decide to award additional Restricted Stock or other Award in lieu
                of any
                cash distribution. Notwithstanding anything to the contrary herein,
                for
                purposes of Incentive Stock Options, any assumed or substituted Stock
                Option shall comply with the requirements of Treasury Regulation
§ 
                1.424-1 (and any amendments
                thereto).

            


    

     


    
      
         

      

      
        26

        
          

        

      

      
         

      

    


    
      	 	
              (b)

            	
              The
                Committee, in its sole discretion, may provide for the purchase of
                any
                Awards by the Company or an Affiliate for an amount of cash equal
                to the
                excess of the Change in Control Price (as defined below) of the shares
                of
                Common Stock covered by such Awards, over the aggregate exercise
                price of
                such Awards. For purposes of this Section 13.1, “Change
                in Control Price”
                shall mean the highest price per share of Common Stock paid in any
                transaction related to a Change in Control of the
                Company.

            


    

     

    
      	 	
              (c)

            	
              The
                Committee may, in its sole discretion, provide for the cancellation
                of any
                Awards without payment, if the Change in Control Price is less than
                the
                Fair Market Value of such Award on the date of
                grant.

            


    

     

    
      	 	
              (d)

            	
              Notwithstanding
                anything else herein, the Committee may, in its sole discretion,
                provide
                for accelerated vesting or lapse of restrictions, of an Award at
                the time
                of grant or at any time thereafter.

            


    

     

    13.2 Change
      in Control.
      Unless
      otherwise determined by the Committee in the applicable Award agreement (or
      other written agreement approved by the Committee including, without limitation,
      an employment agreement), a “Change
      in Control”
shall
      be deemed to occur on the occurrence of any of the following:

     

    
      	 	
              (a)

            	
              An
                acquisition of any common stock or other voting securities of the
                Company
                entitled to vote generally for the election of directors (the
                "Voting
                Securities")
                by any “Person” or “Group” (as each such term is used for purposes of
                Section 13(d) or 14(d) of the Exchange Act), immediately after which
                such
                Person or Group, as the case may be, has “Beneficial
                Ownership”
                (within the meaning of Rule 13d-3 promulgated under the Exchange
                Act) of
                more than 20% of the then outstanding shares of Common Stock or the
                combined voting power of the Company’s then outstanding Voting Securities;
                provided,
                however,
                that in determining whether a “Change in Control” has occurred, shares of
                Common Stock or Voting Securities that are acquired in a Non-Control
                Acquisition (as defined below) shall not constitute an acquisition
                which
                would cause a Change in Control. A “Non-Control
                Acquisition”
                shall mean an acquisition by (i) the Company, (ii) any Subsidiary
                or (iii)
                any employee benefit plan maintained by the Company or any Subsidiary,
                including a trust forming part of any such plan (an “Employee
                Benefit Plan”);

            


    

     


    
      
         

      

      
        27

        
          

        

      

      
         

      

    


    
      	 	
              (b)

            	
              During
                any 2-year period, individuals who, at the beginning of such 2-year
                period, constitute the Board (the “Incumbent
                Board of Directors”),
                cease for any reason to constitute at least 50% of the members of
                the
                Board; provided, however, that (i) if the election or nomination
                for
                election by the Company’s shareholders of any new director was approved by
                a vote of at least two-thirds of the Incumbent Board of Directors,
                such
                new director shall, for purposes hereof, be deemed to be a member
                of the
                Incumbent Board of Directors, and (ii) no individual shall be deemed
                to be
                a member of the Incumbent Board of Directors if such individual initially
                assumed office as a result of either an actual or threatened “Election
                Contest”
                (as described in Rule 14a-11 promulgated under the Exchange Act)
                or other
                actual or threatened solicitation of proxies or consents by or on
                behalf
                of a Person or Group other than the Board of Directors (a “Proxy
                Contest”)
                including by reason of any agreement intended to avoid or settle
                any
                Election Contest or Proxy Contest;

            


    

     

    
      	 	
              (c)

            	
              The
                consummation of a merger, consolidation or reorganization involving
                the
                Company or any Subsidiary, unless the merger, consolidation or
                reorganization is a Non-Control Transaction. A “Non-Control
                Transaction”
                shall mean a merger, consolidation or reorganization of the Company
                or any
                Subsidiary where: (A) the shareholders of the Company (or such Subsidiary,
                as the case may be) who immediately prior to the merger, consolidation
                or
                reorganization owned, directly or indirectly, at least 50% of the
                combined
                voting power of the outstanding Voting Securities of the Company
                or such
                Subsidiary immediately following such merger, consolidation or
                reorganization, own at least 50% of the combined voting power of
                the
                outstanding voting securities of the corporation resulting from such
                merger, consolidation or reorganization (the "Surviving
                Corporation"),
                in substantially the same proportions as their ownership of the Common
                Stock or Voting Securities, as the case may be, immediately prior
                to the
                merger, consolidation or reorganization; (B) the individuals who
                were
                members of the Incumbent Board of Directors immediately prior to
                the
                execution of the agreement providing for the merger, consolidation
                or
                reorganization constitute at least two-thirds of the members of the
                board
                of directors of the Surviving Corporation, or a corporation beneficially
                owning, directly or indirectly, a majority of the outstanding voting
                securities of the Surviving Corporation, and (C) no Person or Group,
                other
                than (1) the Company, (2) any Subsidiary, (3) any Employee Benefit
                Plan or
                (4) any other Person or Group who, immediately prior to the merger,
                consolidation or reorganization, had Beneficial Ownership of not
                less than
                20% of the outstanding Voting Securities or Common Stock, has Beneficial
                Ownership of 20% or more of the combined voting power of the Surviving
                Corporation's outstanding voting securities or common
                stock;

            


    

     


    
      
         

      

      
        28

        
          

        

      

      
         

      

    


    
      	 	
              (d)

            	
              A
                complete liquidation or dissolution of the Company;
                or

            


    

     

    
      	 	
              (e)

            	
              The
                sale or other disposition of all or substantially all of the assets
                of the
                Company to any Person (other than a transfer to a
                Subsidiary).

            


    

     

    Notwithstanding
      the foregoing, a “Change in Control” shall not be deemed to have occurred solely
      because any Person or Group (the “Subject
      Person”)
      acquired Beneficial Ownership of more than the permitted amount of the then
      outstanding Voting Securities or Common Stock of the Company as a result of
      an
      acquisition of Voting Securities or Common Stock by the Company, which, by
      reducing the number of shares of Voting Securities or Common Stock then
      outstanding, increases the proportional number of shares beneficially owned
      by
      the Subject Person; provided, however, that if a Change in Control would have
      occurred (but for the operation of this sentence) as a result of the acquisition
      of Voting Securities or common stock by the Company, and after such acquisition
      by the Company, the Subject Person becomes the beneficial owner of any
      additional shares of Voting Securities or Common Stock, which increases the
      percentage of the then outstanding shares of Voting Securities or Common Stock
      beneficially owned by the Subject Person, then a Change in Control shall be
      deemed to have occurred. In addition, notwithstanding the foregoing, the
      acquisition or ownership of any Common Stock or Voting Securities by Applied
      Digital Solutions, Inc. and its Affiliates (determined as if it was the Company)
      shall not cause or result in a Change in Control.

    


    ARTICLE
      XIV

    


    TERMINATION
      OR AMENDMENT OF PLAN

     

    14.1 Termination
      or Amendment.
      Notwithstanding any other provision of this Plan, the Board or the Committee
      may
      at any time, and from time to time, amend, in whole or in part, any or all
      of
      the provisions of this Plan (including any amendment deemed necessary to ensure
      that the Company may comply with any regulatory requirement referred to in
      Article XVI), or suspend or terminate it entirely, retroactively or otherwise;
      provided, however, that, unless otherwise required by law or specifically
      provided herein, the rights of a Participant with respect to Awards granted
      prior to such amendment, suspension or termination, may not be impaired without
      the consent of such Participant and, provided further, without the approval
      of
      the stockholders of the Company in accordance with the laws of the State of
      Delaware, to the extent required by the applicable provisions of Rule 16b-3
      or
      Section 162(m) of the Code, pursuant to the requirements of any applicable
      stock
      exchange rule, or, to the extent applicable to Incentive Stock Options, Section
      422 of the Code, no amendment may be made which would:

     

    
      	 	
              (a)

            	
              increase
                the aggregate number of shares of Common Stock that may be issued
                under
                this Plan pursuant to Section 4.1 (except by operation of Section
                4.2);
                

            


    

     

    
      	 	
              (b)

            	
              increase
                the maximum individual Participant limitations for a fiscal year
                under
                Section 4.1(b) (except by operation of Section 4.2);
                

            


    

     

    
      	 	
              (c)

            	
              change
                the classification of Eligible Employees or Consultants eligible
                to
                receive Awards under this Plan; 

            


    

     

    
      
         

      

      
        29

        
          

        

      

      
         

      

    


    
      	 	
              (d)

            	
              decrease
                the minimum option price of any Stock Option or Stock Appreciation
                Right;
                

            


    

     

    
      	 	
              (e)

            	
              extend
                the maximum option period under Section 6.3;


            


    

     

    
      	 	
              (f)

            	
              alter
                the Performance Goals for the Award of Restricted Stock, Performance
                Shares or Other Stock-Based Awards subject to satisfaction of Performance
                Goals as set forth in Exhibit A;

            


    

     

    
      	 	
              (g)

            	
              award
                any Stock Option or Stock Appreciation Right in replacement of a
                canceled
                Stock Option or Stock Appreciation Right with a higher exercise price,
                except in accordance with Section 6.3(g);
                or

            


    

     

    
      	 	
              (h)

            	
              require
                stockholder approval in order for this Plan to continue to comply
                with the
                applicable provisions of Section 162(m) of the Code or, to the extent
                applicable to Incentive Stock Options, Section 422 of the Code. In
                no
                event may this Plan be amended without the approval of the stockholders
                of
                the Company in accordance with the applicable laws of the State of
                Delaware to increase the aggregate number of shares of Common Stock
                that
                may be issued under this Plan, decrease the minimum exercise price
                of any
                Stock Option or Stock Appreciation Right, or to make any other amendment
                that would require stockholder approval under any applicable rule
                of any
                exchange or system on which the Company's securities are listed or
                traded
                at the request of the Company.

            


    

     

    The
      Committee may amend the terms of any Award theretofore granted, prospectively
      or
      retroactively, but, subject to Article IV above or as otherwise specifically
      provided herein, no such amendment or other action by the Committee shall impair
      the rights of any holder without the holder's consent.

     

    ARTICLE
      XV

    


    UNFUNDED
      PLAN

     

    15.1 Unfunded
      Status of Plan.
      This
      Plan is an “unfunded” plan for incentive and deferred compensation. With respect
      to any payments as to which a Participant has a fixed and vested interest but
      that are not yet made to a Participant by the Company, nothing contained herein
      shall give any such Participant any rights that are greater than those of a
      general unsecured creditor of the Company.

     

    ARTICLE
      XVI

    


    GENERAL
      PROVISIONS

     

    16.1 Legend.
      The
      Committee may require each person receiving shares of Common Stock pursuant
      to a
      Stock Option or other Award under the Plan to represent to and agree with the
      Company in writing that the Participant is acquiring the shares without a view
      to distribution thereof. In addition to any legend required by this Plan, the
      certificates for such shares may include any legend that the Committee, in
      its
      sole discretion, deems appropriate to reflect any restrictions on
      Transfer.


    
      
         

      

      
        30

        
          

        

      

      
         

      

    


    All
      certificates for shares of Common Stock delivered under the Plan shall be
      subject to such stop transfer orders and other restrictions as the Committee
      may, in its sole discretion, deem advisable under the rules, regulations and
      other requirements of the Securities and Exchange Commission, any national
      securities exchange system upon whose system the Common Stock is then quoted,
      any applicable Federal or state securities law, and any applicable corporate
      law, and the Committee may cause a legend or legends to be put on any such
      certificates to make appropriate reference to such restrictions.

     

    16.2 Other
      Plans.
      Nothing
      contained in this Plan shall prevent the Board from adopting other or additional
      compensation arrangements, subject to stockholder approval if such approval
      is
      required, and such arrangements may be either generally applicable or applicable
      only in specific cases.

     

    16.3 No
      Right to Employment/Directorship/Consultancy.
      Neither
      this Plan nor the grant of any Option or other Award hereunder shall give any
      Participant or other employee, Consultant or Non-Employee Director any right
      with respect to continuance of employment, consultancy or directorship by the
      Company or any Affiliate, nor shall they be a limitation in any way on the
      right
      of the Company or any Affiliate by which an employee is employed or a Consultant
      or Non-Employee Director is retained to terminate his or her employment,
      consultancy or directorship at any time.

     

    16.4 Withholding
      of Taxes.
      The
      Company shall have the right to deduct from any payment to be made pursuant
      to
      this Plan, or to otherwise require, prior to the issuance or delivery of any
      shares of Common Stock or the payment of any cash hereunder, payment by the
      Participant of, any Federal, state or local taxes required by law to be
      withheld. Upon the vesting of Restricted Stock (or other Award that is taxable
      upon vesting), or upon making an election under Section 83(b) of the Code,
      a
      Participant shall pay all required withholding to the Company. Any statutorily
      required withholding obligation with regard to any Participant may be satisfied,
      subject to the advance consent of the Committee, by reducing the number of
      shares of Common Stock otherwise deliverable or by delivering shares of Common
      Stock already owned. Any fraction of a share of Common Stock required to satisfy
      such tax obligations shall be disregarded and the amount due shall be paid
      instead in cash by the Participant. 

     

    16.5 No
      Assignment of Benefits.
      No
      Award or other benefit payable under this Plan shall, except as otherwise
      specifically provided by law or permitted by the Committee, be Transferable
      in
      any manner, and any attempt to Transfer any such benefit shall be void, and
      any
      such benefit shall not in any manner be liable for or subject to the debts,
      contracts, liabilities, engagements or torts of any person who shall be entitled
      to such benefit, nor shall it be subject to attachment or legal process for
      or
      against such person.

     

    16.6 Listing
      and Other Conditions.

     

    
      	 	
              (a)

            	
              Unless
                otherwise determined by the Committee, as long as the Common Stock
                is
                listed on a national securities exchange or system sponsored by a
                national
                securities association, the issue of any shares of Common Stock pursuant
                to an Award shall be conditioned upon such shares being listed on
                such
                exchange or system. The Company shall have no obligation to issue
                such
                shares unless and until such shares are so listed, and the right
                to
                exercise any Option or other Award with respect to such shares shall
                be
                suspended until such listing has been
                effected.

            


    

     


    
      
         

      

      
        31

        
          

        

      

      
         

      

    


    
      	 	
              (b)

            	
              If
                at any time counsel to the Company shall be of the opinion that any
                sale
                or delivery of shares of Common Stock pursuant to an Option or other
                Award
                is or may in the circumstances be unlawful or result in the imposition
                of
                excise taxes on the Company under the statutes, rules or regulations
                of
                any applicable jurisdiction, the Company shall have no obligation
                to make
                such sale or delivery, or to make any application or to effect or
                to
                maintain any qualification or registration under the Securities Act
                or
                otherwise, with respect to shares of Common Stock or Awards, and
                the right
                to exercise any Option or other Award shall be suspended until, in
                the
                opinion of said counsel, such sale or delivery shall be lawful or
                will not
                result in the imposition of excise taxes on the
                Company.

            


    

     

    
      	 	
              (c)

            	
              Upon
                termination of any period of suspension under this Section 16.6,
                any Award
                affected by such suspension which shall not then have expired or
                terminated shall be reinstated as to all shares available before
                such
                suspension and as to shares which would otherwise have become available
                during the period of such suspension, but no such suspension shall
                extend
                the term of any Award.

            


    

     

    
      	 	
              (d)

            	
              A
                Participant shall be required to supply the Company with any certificates,
                representations and information that the Company requests and otherwise
                cooperate with the Company in obtaining any listing, registration,
                qualification, exemption, consent or approval the Company deems necessary
                or appropriate.

            


    

     

    16.7 Governing
      Law.
      This
      Plan and actions taken in connection herewith shall be governed and construed
      in
      accordance with the laws of the State of Delaware (regardless of the law that
      might otherwise govern under applicable Delaware principles of conflict of
      laws).

     

    16.8 Construction.
      Wherever any words are used in this Plan in the masculine gender they shall
      be
      construed as though they were also used in the feminine gender in all cases
      where they would so apply, and wherever any words are used herein in the
      singular form they shall be construed as though they were also used in the
      plural form in all cases where they would so apply.

     

    16.9 Other
      Benefits.
      No
      Award granted or paid out under this Plan shall be deemed compensation for
      purposes of computing benefits under any retirement plan of the Company or
      its
      Affiliates nor affect any benefits under any other benefit plan now or
      subsequently in effect under which the availability or amount of benefits is
      related to the level of compensation.

     


    
      
         

      

      
        32

        
          

        

      

      
         

      

    


    16.10 Costs.
      The
      Company shall bear all expenses associated with administering this Plan,
      including expenses of issuing Common Stock pursuant to any Awards
      hereunder.

     

    16.11 No
      Right to Same Benefits.
      The
      provisions of Awards need not be the same with respect to each Participant,
      and
      such Awards to individual Participants need not be the same in subsequent
      years.

     

    16.12 Death/Disability.
      The
      Committee may in its sole discretion require the transferee of a Participant
      to
      supply it with written notice of the Participant’s death or Disability and to
      supply it with a copy of the will (in the case of the Participant’s death) or
      such other evidence as the Committee deems necessary to establish the validity
      of the transfer of an Award. The Committee may, in its discretion, also require
      the agreement of the transferee to be bound by all of the terms and conditions
      of the Plan.

     

    16.13 Section
      16(b) of the Exchange Act.
      All
      elections and transactions under this Plan by persons subject to Section 16
      of
      the Exchange Act involving shares of Common Stock are intended to comply with
      any applicable exemptive condition under Rule 16b-3. The Committee may, in
      its sole discretion, establish and adopt written administrative guidelines,
      designed to facilitate compliance with Section 16(b) of the Exchange Act, as
      it
      may deem necessary or proper for the administration and operation of this Plan
      and the transaction of business thereunder.

     

    16.14 Section
      409A of the Code.
      The
      Plan is intended to comply with the applicable requirements of Section 409A
      of
      the Code and shall be limited, construed and interpreted in accordance with
      such
      intent. To the extent that any Award is subject to Section 409A of the Code,
      it
      shall be paid in a manner that will comply with Section 409A of the Code,
      including proposed, temporary or final regulations or any other guidance issued
      by the Secretary of the Treasury and the Internal Revenue Service with respect
      thereto. Notwithstanding anything herein to the contrary, any provision in
      the
      Plan that is inconsistent with Section 409A of the Code shall be deemed to
      be
      amended to comply with Section 409A of the Code and to the extent such provision
      cannot be amended to comply therewith, such provision shall be null and
      void.

     

    16.15 Successor
      and Assigns.
      The
      Plan shall be binding on all successors and permitted assigns of a Participant,
      including, without limitation, the estate of such Participant and the executor,
      administrator or trustee of such estate.

     

    16.16 Severability
      of Provisions.
      If any
      provision of the Plan shall be held invalid or unenforceable, such invalidity
      or
      unenforceability shall not affect any other provisions hereof, and the Plan
      shall be construed and enforced as if such provisions had not been
      included.

     

    16.17 Payments
      to Minors, Etc.
      Any
      benefit payable to or for the benefit of a minor, an incompetent person or
      other
      person incapable of receipt thereof shall be deemed paid when paid to such
      person’s guardian or to the party providing or reasonably appearing to provide
      for the care of such person, and such payment shall fully discharge the
      Committee, the Board, the Company, its Affiliates and their employees, agents
      and representatives with respect thereto. 

     


    
      
         

      

      
        33

        
          

        

      

      
         

      

    


    16.18 Headings
      and Captions.
      The
      headings and captions herein are provided for reference and convenience only,
      shall not be considered part of the Plan, and shall not be employed in the
      construction of the Plan.

     

    ARTICLE
      XVII

    


    EFFECTIVE
      DATE OF PLAN

     

    The
      Plan
      shall become effective upon the date specified by the Board in its resolution
      adopting the Plan, subject to the approval of the Plan by the stockholders
      of
      the Company in accordance with the requirements of the laws of the State of
      Delaware.

     

    ARTICLE
      XVIII

    


    TERM
      OF
      PLAN

     

    No
      Award
      shall be granted pursuant to the Plan on or after the tenth anniversary of
      the
      earlier of the date the Plan is adopted or the date of stockholder approval,
      but
      Awards granted prior to such tenth anniversary may extend beyond that date;
      provided that no Award (other than a Stock Option or Stock Appreciation Right)
      that is intended to be “performance-based” under Section 162(m) of the Code
      shall be granted on or after the fifth anniversary of the stockholder approval
      of the Plan unless the Performance Goals set forth on Exhibit A are reapproved
      (or other designated performance goals are approved) by the stockholders no
      later than the first stockholder meeting that occurs in the fifth year following
      the year in which stockholders approve the Performance Goals set forth on
      Exhibit A.

     

    ARTICLE
      XIX

    


    NAME
      OF
      PLAN

     

    This
      Plan
      shall be known as “The Fushi International, Inc 2007 Stock Incentive
      Plan.”



    
      
         

      

      
        34

        
          

        

      

      
         

      

    


    FUSHI
      INTERNATIONAL, INC

     

      
        

      

    

     

    2007
      STOCK INCENTIVE PLAN

    
       

      
        

      

    

     

     

    TABLE
      OF CONTENTS

    

      
        	
                ARTICLE
                  I

              	
                PURPOSE

              	
                1

              
	
                ARTICLE
                  II

              	
                DEFINITIONS

              	
                1

              
	
                ARTICLE
                  III

              	
                ADMINISTRATION

              	
                6

              
	
                ARTICLE
                  IV

              	
                SHARE
                  LIMITATION

              	
                9

              
	
                ARTICLE
                  V

              	
                ELIGIBILITY
                  - GENERAL REQUIREMENTS FOR AWARDS

              	
                11

              
	
                ARTICLE
                  VI

              	
                STOCK
                  OPTIONS

              	
                12

              
	
                ARTICLE
                  VII

              	
                STOCK
                  APPRECIATION RIGHTS

              	
                15

              
	
                ARTICLE
                  VIII

              	
                RESTRICTED
                  STOCK

              	
                18

              
	
                ARTICLE
                  IX

              	
                PERFORMANCE
                  SHARES

              	
                20

              
	
                ARTICLE
                  X

              	
                OTHER
                  STOCK-BASED AWARDS

              	
                22

              
	
                ARTICLE
                  XI

              	
                PERFORMANCE-BASED
                  CASH AWARDS

              	
                23

              
	
                ARTICLE
                  XII

              	
                TERMINATION

              	
                25

              
	
                ARTICLE
                  XIII

              	
                CHANGE
                  IN CONTROL PROVISIONS

              	
                26

              
	
                ARTICLE
                  XIV

              	
                TERMINATION
                  OR AMENDMENT OF PLAN

              	
                29

              
	
                ARTICLE
                  XV

              	
                UNFUNDED
                  PLAN

              	
                30

              
	
                ARTICLE
                  XVI

              	
                GENERAL
                  PROVISIONS

              	
                30

              
	
                ARTICLE
                  XVII

              	
                EFFECTIVE
                  DATE OF PLAN

              	
                34

              
	
                ARTICLE
                  XVIII

              	
                TERM
                  OF PLAN

              	
                34

              
	
                ARTICLE
                  XIX

              	
                NAME
                  OF PLAN

              	
                34

              


      

    

     

    
      
         

      

      
        
        

        
          

        

      

      
         

      

    

    
      Guzov
        Ofsink, LLC Draft of October 22, 2007

      Privileged
        & Confidential

    

    
 

    FUSHI
      INTERNATIONAL, INC

    
       

      
        

      

       

    

    2007
      STOCK INCENTIVE PLAN