amre_x10.htm


    Exhibit 10


     

    AMERIRESOURCE
      TECHNOLOGIES, INC.

     

     

    2007
      Stock Incentive Plan

     

     

    (Amendment
      No. 1)

     

     

    


     

     

    SECTION
      1. General Purpose of the Plan; Definitions.

     

     

    The
      name of the plan is the
      AmeriResource Technologies, Inc. 2007 STOCK INCENTIVE PLAN (the "Plan"). The
      purpose of the Plan is to encourage and enable officers, directors, and
      employees of AmeriResource Technologies, Inc. (the "Company") and its
      Subsidiaries and other persons to acquire a proprietary interest in the Company.
      It is anticipated that providing such persons with a direct stake in the
      Company's welfare will assure a closer identification of their interests with
      those of the Company and its shareholders, thereby stimulating their efforts
      on
      the Company's behalf and strengthening their desire to remain with the
      Company.

     

     

    The
      following terms shall be defined as
      set forth below:

     

     

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

     

     

    "Board"
      means the Board of Directors of
      the Company.

     

     

    "Cause"
      means (i) any material breach
      by the participant of any agreement to which the participant and the Company
      are
      both parties, and (ii) any act or omission justifying termination of the
      participant's employment for cause, as determined by the Committee.

     

     

    "Change
      of Control" shall have the
      meaning set forth in Section 15.

     

     

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

     

     

    "Conditioned
      Stock Award" means an
      Award granted pursuant to Section 6.

     

     

    "Committee"
      shall have the meaning set
      forth in Section 2.

     

     

    "Disability"
      means disability as set
      forth in Section 22(e)(3) of the Code.

     

     

    "Effective
      Date" means the date on
      which the Plan is approved by the Board of Directors, as set forth in Section
      17.

     

     

    "Eligible
      Person" shall have the
      meaning set forth in Section 4.

     

     

    "Fair
      Market Value" on any given date
      means the price per share of the Stock on such date as reported by a nationally
      recognized stock exchange, or, if the Stock is not listed on such an exchange,
      as reported by NASDAQ, or, if the Stock is not quoted on NASDAQ, the fair market
      value of the Stock as determined by the Committee.

     

     

    "Incentive
      Stock Option" means any
      Stock Option designated and qualified as an "incentive stock option" as defined
      in Section 422 of the Code.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    "Non-Statutory
      Stock Option" means any
      Stock Option that is not an Incentive Stock Option.

     

     

    "Normal
      Retirement" means retirement
      from active employment with the Company and its Subsidiaries in accordance
      with
      the retirement policies of the Company and its Subsidiaries then in
      effect.

     

     

    "Outside
      Director" means any director
      who (i) is not an employee of the Company or of any "affiliated group," as
      such
      term is defined in Section 1504(a) of the Code, which includes the Company
      (an
      "Affiliate"), (ii) is not a former employee of the Company or any Affiliate
      who
      is receiving compensation for prior services (other than benefits under a
      tax-qualified retirement plan) during the Company's or any Affiliate's taxable
      year, (iii) has not been an officer of the Company or any Affiliate and (iv)
      does not receive remuneration from the Company or any Affiliate, either directly
      or indirectly, in any capacity other than as a director. "Outside Director"
      shall be determined in accordance with Section 162(m) of the Code and the
      Treasury regulations issued thereunder.

     

     

    "Option"
      or "Stock Option" means any
      option to purchase shares of Stock granted pursuant to Section 5.

     

     

    "Performance
      Share Award" means an
      Award granted pursuant to Section 8.

     

     

    "Stock"
      means the Common Stock, par
      value $0.0001, of the Company, subject to adjustments pursuant to Section
      3.

     

     

    "Stock
      Appreciation Right" means an
      Award granted pursuant to Section 9.

     

     

    "Subsidiary"
      means a subsidiary as
      defined in Section 424 of the Code.

     

     

    "Unrestricted
      Stock Award" means Awards
      granted pursuant to Section 7.

     

     

    SECTION
      2. Administration of Plan; Committee Authority to Select Participants and
      Determine Awards.

     

     

    (a)
      Committee. The Plan shall be
      administered by either by (i) a committee of the Board consisting of not less
      than two Directors (the "Committee"), or (ii) in the absence of a committee,
      the
      Board of Directors may act as the Committee at any time. Except as specifically
      reserved to the Board under the terms of the Plan, the Committee shall have
      full
      and final authority to operate, manage and administer the Plan on behalf of
      the
      Company. Action by the Committee shall require the affirmative vote of a
      majority of all members thereof. The Board may establish an additional
      single-member committee (consisting of an executive officer) that shall have
      the
      power and authority to grant Awards to non-executive officers and to make all
      other determinations under the Plan with respect thereto.

     

     

    (b)
      Powers of Committee. The Committee
      shall have the power and authority to grant and modify Awards consistent with
      the terms of the Plan, including the power and authority:

     

     

    (i)
      to select the persons to whom
      Awards may from time to time be granted;

     

     

    (ii)
      to determine the time or times of
      grant, and the extent, if any, of Incentive Stock Options, Non-Statutory Stock
      Options, Restricted Stock, Unrestricted Stock, Performance Shares and Stock
      Appreciation Rights, or any combination of the foregoing, granted to any one
      or
      more participants;

     

     

    (iii)
      to determine the number of shares
      to be covered by any Award;

     

     

    (iv)
      to determine and modify the terms
      and conditions, including restrictions, not inconsistent with the terms of
      the
      Plan, of any Award, which terms and conditions may differ among individual
      Awards and participants, and to approve the form of written instruments
      evidencing the Awards; provided, however, that no such action shall adversely
      affect rights under any outstanding Award without the participant's
      consent;

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (v)
      to accelerate the exercisability or
      vesting of all or any portion of any Award;

     

     

    (vi)
      subject to the provisions of
      Section 5(b), to extend the period in which any outstanding Stock Option or
      Stock Appreciation Right may be exercised;

     

     

    (vii)
      to
      determine whether, to what extent, and under what circumstances Stock and other
      amounts payable with respect to an Award shall be deferred either automatically
      or at the election of the participant and whether and to what extent the Company
      shall pay or credit amounts equal to interest (at rates determined by the
      Committee) or dividends or deemed dividends on such deferrals; and

     

     

    (viii)
      to
      adopt, alter and repeal such rules, guidelines and practices for administration
      of the Plan and for its own acts and proceedings as it shall deem advisable;
      to
      interpret the terms and provisions of the Plan and any Award (including related
      written instruments); to make all determinations it deems advisable for the
      administration of the Plan; to decide all disputes arising in connection with
      the Plan; and to otherwise supervise the administration of the
      Plan.

     

     

    All
      decisions and interpretations of
      the Committee shall be binding on all persons, including the Company and Plan
      participants.

     

     

    SECTION
      3. Shares Issuable under the Plan; Mergers; Substitution.

     

     

    (a)
      Shares Issuable. The maximum number
      of shares of Stock with respect to which Awards (including Stock Appreciation
      Rights) may be granted under the Plan shall be Two Billion (2,000,000,000);
      such
      number to supplement, and not to replace, any prior plans authorized by the
      Corporation's board of directors. For purposes of this limitation, the shares
      of
      Stock underlying any Awards which are forfeited, cancelled, reacquired by the
      Company or otherwise terminated (other than by exercise) shall be added back
      to
      the shares of Stock with respect to which Awards may be granted under the Plan
      so long as the participants to whom such Awards had been previously granted
      received no benefits of ownership of the underlying shares of Stock to which
      the
      Award related. Subject to such overall limitation, any type or types of Award
      may be granted with respect to shares, including Incentive Stock Options. Shares
      issued under the Plan may be authorized but unissued shares or shares reacquired
      by the Company.

     

     

    (b)
      Stock Dividends, Mergers, etc. In
      the event that after approval of the Plan by the directors of the Company in
      accordance with Section 17, the Company effects a stock dividend, stock split
      or
      similar change in capitalization affecting the Stock, the Committee shall make
      appropriate adjustments in (i) the number and kind of shares of stock or
      securities with respect to which Awards may thereafter be granted (including
      without limitation the limitations set forth in Section 3(a) and Section 3(b)
      above), (ii) the number and kind of shares remaining subject to outstanding
      Awards, and (iii) the option or purchase price in respect of such shares. In
      the
      event of any merger, consolidation, dissolution or liquidation of the Company,
      the Committee in its sole discretion may, as to any outstanding Awards, make
      such substitution or adjustment in the aggregate number of shares reserved
      for
      issuance under the Plan and in the number and purchase price (if any) of shares
      subject to such Awards as it may determine and as may be permitted by the terms
      of such transaction, or accelerate, amend or terminate such Awards upon such
      terms and conditions as it shall provide (which, in the case of the termination
      of the vested portion of any Award, shall require payment or other consideration
      which the Committee deems equitable in the circumstances), subject, however,
      to
      the provisions of Section 15.

     

     

    (c)
      Substitute Awards. The Committee
      may grant Awards under the Plan in substitution for stock and stock based awards
      held by employees of another Corporation who concurrently become employees
      of
      the Company or a Subsidiary as the result of a merger or consolidation of the
      employing Corporation with the Company or a Subsidiary or the acquisition by
      the
      Company or a Subsidiary of property or stock of the employing Corporation.
      The
      Committee may direct that the substitute awards be granted on such terms and
      conditions as the Committee considers appropriate in the circumstances. Shares
      which may be delivered under such substitute awards may be in addition to the
      maximum number of shares provided for in Section 3(a).

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    SECTION
      4. Eligibility.

     

     

    Awards
      may be granted to officers,
      directors, and employees of and consultants and advisers to the Company or
      its
      Subsidiaries ("Eligible Persons").

     

     

    SECTION
      5. Stock Options.

     

     

    The
      Committee may grant to Eligible
      Persons options to purchase stock.

     

     

    Any
      Stock Option granted under the Plan
      shall be in such form as the Committee may from time to time
      approve.

     

     

    Stock
      Options granted under the Plan
      may be either Incentive Stock Options (subject to compliance with applicable
      law) or Non-Statutory Stock Options. Unless otherwise so designated, an Option
      shall be a Non-Statutory Stock Option. To the extent that any option does not
      qualify as an Incentive Stock Option, it shall constitute a Non-Statutory Stock
      Option.

     

     

    No
      Incentive Stock Option shall be
      granted under the Plan after the fifth anniversary of the earlier of the date
      of
      adoption of the Plan.

     

     

    The
      Committee in its discretion may
      determine the effective date of Stock Options, provided, however, that grants
      of
      Incentive Stock Options shall be made only to persons who are, on the effective
      date of the grant, employees of the Company or any Subsidiary. Stock Options
      granted pursuant to this Section 5(a) shall be subject to the following terms
      and conditions and the terms and conditions of Section 13 and shall contain
      such
      additional terms and conditions, not inconsistent with the terms of the Plan,
      as
      the Committee shall deem desirable.

     

     

    (a)
      Exercise Price. The exercise price
      per share for the Stock covered by a Stock Option granted pursuant to this
      Section 5(a) shall be determined by the Committee at the time of
      grant.

     

     

    (b)
      Option Term. The term of each Stock
      Option shall be fixed by the Committee, but no Incentive Stock Option shall
      be
      exercisable more than five (5) years after the date the option is granted.
      If an
      employee owns or is deemed to own (by reason of the attribution rules of Section
      424(d) of the Code) more than ten percent (10%) of the combined voting power
      of
      all classes of stock of the Company or any Subsidiary or parent Corporation
      and
      an Incentive Stock Option is granted to such employee, the term of such option
      shall be no more than five (5) years from the date of grant.

     

     

    (c)
      Exercisability; Rights of a
      Shareholder. Stock Options shall become vested and exercisable at such time
      or
      times, whether or not in installments, as shall be determined by the Committee
      at or after the grant date. The Committee may at any time accelerate the
      exercisability of all or any portion of any Stock Option. An Optionee shall
      have
      the rights of a shareholder only as to shares acquired upon the exercise of
      a
      Stock Option and not as to unexercised Stock Options.

     

     

    (d)
      Method of Exercise. Stock Options
      may be exercised in whole or in part, by delivering written notice of exercise
      to the Company, specifying the number of shares to be purchased. Payment of
      the
      purchase price may be made by one or more of the following methods:

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (i)
      In cash or by certified or bank
      check or other instrument acceptable to the Committee;

     

     

    (ii)
      If permitted by the Committee, in
      its discretion, in the form of shares of Stock that are not then subject to
      restrictions and that has been owned by the Optionee for a period of at least
      six months. Such surrendered shares shall be valued at Fair Market Value on
      the
      exercise date; or

     

     

    (iii)
      By the Optionee delivering to the
      Company a properly executed exercise notice together with irrevocable
      instructions to a broker to promptly deliver to the Company cash or a check
      payable and acceptable to the Company to pay the purchase price; provided that
      in the event the Optionee chooses to pay the purchase price as so provided,
      the
      Optionee and the broker shall comply with such procedures and enter into such
      agreements of indemnity and other agreements as the Committee shall prescribe
      as
      a condition of such payment procedure. The Company need not act upon such
      exercise notice until the Company receives full payment of the exercise price;
      or

     

     

    (iv)
      By any other means (including,
      without limitation, by delivery of a promissory note of the Optionee payable
      on
      such terms as are specified by the Committee) which the Committee determines
      are
      consistent with the purpose of the Plan and with applicable laws and
      regulations.

     

     

    The
      delivery of certificates
      representing shares of Stock to be purchased pursuant to the exercise of a
      Stock
      Option will be contingent upon receipt from the Optionee (or a purchaser acting
      in his stead in accordance with the provisions of the Stock Option) by the
      Company of the full purchase price for such shares and the fulfillment of any
      other requirements contained in the Stock Option or imposed by applicable
      law.

     

     

    (e)
      Non-transferability of Options.
      Except as the Committee may provide with respect to a Non-Statutory Stock
      Option, no Stock Option shall be transferable other than by will or by the
      laws
      of descent and distribution and all Stock Options shall be exercisable, during
      the Optionee’s lifetime, only by the Optionee.

     

     

    (f)
      Annual Limit on Incentive Stock
      Options. To the extent required for "incentive stock option" treatment under
      Section 422 of the Code, the aggregate Fair Market Value (determined as of
      the
      time of grant) of the Stock with respect to which incentive stock options
      granted under this Plan and any other Plan of the Company or its Subsidiaries
      become exercisable for the first time by an Optionee during any calendar year
      shall be determined by the Committee.

     

     

    (g)
      Form of Settlement. Shares of Stock
      issued upon exercise of a Stock Option shall be free of all restrictions under
      the Plan, except as otherwise provided in this Plan.

     

     

    SECTION
      6. Restricted Stock Awards.

     

     

    (a)
      Nature of Restricted Stock Award.
      The Committee in its discretion may grant Restricted Stock Awards to any
      Eligible Person, entitling the recipient to acquire, for a purchase price
      determined by the Committee, shares of Stock subject to such restrictions and
      conditions as the Committee may determine at the time of grant ("Restricted
      Stock"), including continued employment and/or achievement of pre-established
      performance goals and objectives.

     

     

    (b)
      Acceptance of Award. A participant
      who is granted a Restricted Stock Award shall have no rights with respect to
      such Award unless the participant shall have accepted the Award within sixty
      (60) days (or such shorter date as the Committee may specify) following the
      award date by making payment to the Company of the specified purchase price,
      of
      the shares covered by the Award and by executing and delivering to the Company
      a
      written instrument that sets forth the terms and conditions applicable to the
      Restricted Stock in such form as the Committee shall determine.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (c)
      Rights as a Shareholder. Upon
      complying with Section 6(b) above, a participant shall have all the rights
      of a
      shareholder with respect to the Restricted Stock, including voting and dividend
      rights, subject to non-transferability restrictions and Company repurchase
      or
      forfeiture rights described in this Section 6 and subject to such other
      conditions contained in the written instrument evidencing the Restricted Award.
      Unless the Committee shall otherwise determine, certificates evidencing shares
      of Restricted Stock shall remain in the possession of the Company until such
      shares are vested as provided in Section 6(e) below.

     

     

    (d)
      Restrictions. Shares of Restricted
      Stock may not be sold, assigned, transferred, pledged or otherwise encumbered
      or
      disposed of except as specifically provided herein. In the event of termination
      of employment by the Company and its Subsidiaries for any reason (including
      death, Disability, Normal Retirement and for Cause), the Company shall have
      the
      right, at the discretion of the Committee, to repurchase shares of Restricted
      Stock with respect to which conditions have not lapsed at their purchase price,
      or to require forfeiture of such shares to the Company if acquired at no cost,
      from the participant or the participant's legal representative. The Company
      must
      exercise such right of repurchase or forfeiture within ninety (90) days
      following such termination of employment (unless otherwise specified in the
      written instrument evidencing the Restricted Stock Award).

     

     

    (e)
      Vesting of Restricted Stock. The
      Committee at the time of grant shall specify the date or dates and/or the
      attainment of pre-established performance goals, objectives and other conditions
      on which the non-transferability of the Restricted Stock and the Company's
      right
      of repurchase or forfeiture shall lapse. Subsequent to such date or dates and/or
      the attainment of such pre-established performance goals, objectives and other
      conditions, the shares on which all restrictions have lapsed shall no longer
      be
      Restricted Stock and shall be deemed "vested." The Committee at any time may
      accelerate such date or dates and otherwise waive or, subject to Section 13,
      amend any conditions of the Award.

     

     

    (f)
      Waiver, Deferral and Reinvestment
      of Dividends. The written instrument evidencing the Restricted Stock Award
      may
      require or permit the immediate payment, waiver, deferral or investment of
      dividends paid on the Restricted Stock.

     

     

    SECTION
      7. Unrestricted Stock Awards.

     

     

    (a)
      Grant or Sale of Unrestricted
      Stock. The Committee in its discretion may grant or sell to any Eligible Person
      shares of Stock free of any restrictions under the Plan ("Unrestricted Stock")
      at a purchase price determined by the Committee. Shares of Unrestricted Stock
      may be granted or sold as described in the preceding sentence in respect of
      past
      services or other valid consideration.

     

     

    (b)
      Restrictions on Transfers. The
      right to receive unrestricted Stock may not be sold, assigned, transferred,
      pledged or otherwise encumbered, other than by will or the laws of descent
      and
      distribution.

     

     

    SECTION
      8. Performance Share Awards.

     

     

    (a)
      Nature of Performance Shares. A
      Performance Share Award is an award entitling the recipient to acquire shares
      of
      Stock upon the attainment of specified performance goals. The Committee may
      make
      Performance Share Awards independent of or in connection with the granting
      of
      any other Award under the Plan. Performance Share Awards may be granted under
      the Plan to any Eligible Person. The Committee in its discretion shall determine
      whether and to whom Performance Share Awards shall be made, the performance
      goals applicable under each such Award, the periods during which performance
      is
      to be measured, and all other limitations and conditions applicable to the
      awarded Performance Shares.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SECTION
      9. Stock Appreciation Rights.

     

     

    The
      Committee in its discretion may
      grant Stock Appreciation Rights to any Eligible Person (i) alone, or (ii)
      simultaneously with the grant of a Stock Option and in conjunction therewith
      or
      in the alternative thereto. A Stock Appreciation Right shall entitle the
      participant upon exercise thereof to receive from the Company, upon written
      request to the Company at its principal offices (the "Request"), a number of
      shares of Stock (with or without restrictions as to substantial risk of
      forfeiture and transferability, as determined by the Committee in its sole
      discretion), an amount of cash, or any combination of Stock and cash, as
      specified in the Request (but subject to the approval of the Committee in its
      sole discretion, at any time up to and including the time of payment, as to
      the
      making of any cash payment), having an aggregate Fair Market Value equal to
      the
      product of (i) the excess of Fair Market Value, on the date of such Request,
      over the exercise price per share of Stock specified in such Stock Appreciation
      Right or its related Option, multiplied by (ii) the number of shares of Stock
      for which such Stock Appreciation Right shall be exercised. Notwithstanding
      the
      foregoing, the Committee may specify at the time of grant of any Stock
      Appreciation Right that such Stock Appreciation Right may be exercisable solely
      for cash and not for Stock.

     

     

    SECTION
      10. Termination of Stock Options and Stock Appreciation Rights.

     

     

    (a)
      Incentive Stock
      Options:

     

     

    (i)
      Termination by Death. If any
      participant's employment by the Company and its Subsidiaries terminates by
      reason of death, any Incentive Stock Option owned by such participant may
      thereafter be exercised to the extent exercisable at the date of death, by
      the
      legal representative or legatee of the participant, for a period of two (2)
      years (or such other period as the Committee shall specify at any time) from
      the
      date of death, or until the expiration of the stated term of the Incentive
      Stock
      Option, if earlier.

     

     

    (ii)
      Termination by Reason of
      Disability or Normal Retirement.

     

     

    (A)
      Any Incentive Stock Option held by
      a participant whose employment by the Company and its Subsidiaries has
      terminated by reason of Disability may thereafter be exercised, to the extent
      it
      was exercisable at the time of such termination, for a period of one (1) year
      (or such other period as the Committee shall specify at any time) from the
      date
      of such termination of employment, or until the expiration of the stated term
      of
      the Option, if earlier.

     

     

    (B)
      Any Incentive Stock Option held by
      a participant whose employment by the Company and its Subsidiaries has
      terminated by reason of Normal Retirement may thereafter be exercised, to the
      extent it was exercisable at the time of such termination, for a period of
      ninety (90) days (or such other period as the Committee shall specify at any
      time) from the date of such termination of employment, or until the expiration
      of the stated term of the Option, if earlier.

     

     

    (C)
      The Committee shall have sole
      authority and discretion to determine whether a participant's employment has
      been terminated by reason of Disability or Normal Retirement.

     

     

    (D)
      Except as otherwise provided by the
      Committee at the time of grant, the death of a participant during a period
      provided in this Section 10(a)(ii) for the exercise of an Incentive Stock Option
      shall extend such period for two (2) years from the date of death, subject
      to
      termination on the expiration of the stated term of the Option, if
      earlier.

     

     

    (iii)
      Termination for Cause. If any
      participant's employment by the Company and its Subsidiaries has been terminated
      for Cause, any Incentive Stock Option held by such participant shall immediately
      terminate and be of no further force and effect; provided, however, that the
      Committee may, in its sole discretion, provide that such Option can be exercised
      for a period of up to thirty (30) days from the date of termination of
      employment or until the expiration of the stated term of the Option, if
      earlier.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (iv)
      Other Termination. Unless
      otherwise determined by the Committee, if a participant's employment by the
      Company and its Subsidiaries terminates for any reason other than death,
      Disability, Normal Retirement or for Cause, any Incentive Stock Option held
      by
      such participant may thereafter be exercised, to the extent it was exercisable
      on the date of termination of employment, for ninety (90) days (or such other
      period as the Committee shall specify at any time) from the date of termination
      of employment or until the expiration of the stated term of the Option, if
      earlier.

     

     

    (b)
      Non-Statutory Stock Options and
      Stock Appreciation Rights. Any Non-Statutory Stock Option or Stock Appreciation
      Right granted under the Plan shall contain such terms and conditions with
      respect to its termination as the Committee, in its discretion, may from time
      to
      time determine.

     

     

    SECTION
      11. Tax Withholding.

     

     

    (a)
      Payment by Participant. Each
      participant shall, no later than the date as of which the value of an Award
      or
      of any Stock or other amounts received thereunder first becomes includable
      in
      the gross income of the participant for Federal income tax purposes, pay to
      the
      Company, or make arrangements satisfactory to the Committee regarding payment
      of
      any Federal, state, local and/or payroll taxes of any kind required by law
      to be
      withheld with respect to such income. The Company and its Subsidiaries shall,
      to
      the extent permitted by law, have the right to deduct any such taxes from any
      payment of any kind otherwise due to the participant.

     

     

    (b)
      Payment in Shares. A Participant
      may elect, with the consent of the Committee, to have such tax withholding
      obligation satisfied, in whole or in part, by (i) authorizing the Company to
      withhold from shares of Stock to be issued pursuant to an Award a number of
      shares with an aggregate Fair Market Value (as of the date the withholding
      is
      effected) that would satisfy the minimum withholding amount due with respect
      to
      such Award, or (ii) transferring to the Company shares of Stock owned by the
      participant for a period of at least six months and with an aggregate Fair
      Market Value (as of the date the minimum withholding is effected) that would
      satisfy the withholding amount due.

     

     

    SECTION
      12. Transfer, Leave of Absence, Etc.

     

     

    For
      purposes of the Plan, the following
      events shall not be deemed a termination of employment:

     

     

    (i)
      a transfer to the employment of the
      Company from a Subsidiary or from the Company to a Subsidiary, or from one
      Subsidiary to another;

     

     

    (ii)
      an approved leave of absence for
      military service or sickness, or for any other purpose approved by the Company,
      if the employee's right to re-employment is guaranteed either by a statute
      or by
      contract or under the policy pursuant to which the leave of absence was granted
      or if the Committee otherwise so provides in writing.

     

     

    SECTION
      13. Amendments and Termination.

     

     

    The
      Board may at any time amend or
      discontinue the Plan and the Committee may at any time amend or cancel any
      outstanding Award (or provide substitute Awards at the same or reduced exercise
      or purchase price or with no exercise or purchase price, but such price, if
      any,
      must satisfy the requirements which would apply to the substitute or amended
      Award if it were then initially granted under this Plan) for the purpose of
      satisfying changes in law or for any other lawful purpose, but no such action
      shall adversely affect rights under any outstanding Award without the holder's
      consent. However, no such amendment, unless approved by the directors of the
      Company, shall be effective if it would cause the Plan to fail to satisfy the
      incentive stock option requirements of the Code.

     

     

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SECTION
      14. Status of Plan.

     

     

    With
      respect to the portion of any
      Award which has not been exercised and any payments in cash, Stock or other
      consideration not received by a participant, a participant shall have no rights
      greater than those of a general creditor of the Company unless the Committee
      shall otherwise expressly determine in connection with any Award or Awards.
      In
      its sole discretion, the Committee may authorize the creation of trusts or
      other
      arrangements to meet the Company's obligations to deliver Stock or make payments
      with respect to Awards hereunder, provided that the existence of such trusts
      or
      other arrangements is consistent with the provision of the foregoing
      sentence.

     

     

    SECTION
      15. Change of Control Provisions.

     

     

    Upon
      the occurrence of a Change of
      Control as defined in this Section 15:

     

     

    (i)
      subject to the provisions of clause
      (iii) below, after the effective date of such Change of Control, each holder
      of
      an outstanding Stock Option, Restricted Stock Award, Performance Share Award
      or
      Stock Appreciation Right shall be entitled, upon exercise of such Award, to
      receive, in lieu of shares of Stock (or consideration based upon the Fair Market
      Value of Stock), shares of such stock or other securities, cash or property
      (or
      consideration based upon shares of such stock or other securities, cash or
      property) as the holders of shares of Stock received in connection with the
      Change of Control;

     

     

    (ii)
      the Committee may accelerate the
      time for exercise of, and waive all conditions and restrictions on, each
      unexercised and unexpired Stock Option, Restricted Stock Award, Performance
      Share Award and Stock Appreciation Right, effective upon a date prior or
      subsequent to the effective date of such Change of Control, specified by the
      Committee; or

     

     

    (iii)
      each outstanding Stock Option,
      Restricted Stock Award, Performance Share Award and Stock Appreciation Right
      may
      be cancelled by the Committee as of the effective date of any such Change of
      Control provided that (x) notice of such cancellation shall be given to each
      holder of such an Award and (y) each holder of such an Award shall have the
      right to exercise such Award to the extent that the same is then exercisable
      or,
      in full, if the Committee shall have accelerated the time for exercise of all
      such unexercised and unexpired Awards, during the thirty (30) day period
      preceding the effective date of such Change of Control.

     

     

    (b)
      "Change of Control" shall mean the
      occurrence of any one of the following events:

     

     

    (i)
      any "person" (as such term is used
      in Sections 13(d) and 14(d)(2) of the Act) becomes a "beneficial owner" (as
      such
      term is defined in Rule 13d-3 promulgated under the Act) (other than the
      Company, any trustee or other fiduciary holding securities under an employee
      benefit Plan of the Company, or any Corporation owned, directly or indirectly,
      by the stockholders of the Company in substantially the same proportions as
      their ownership of stock of the Company), directly or indirectly, of securities
      of the Company representing fifty percent (50%) or more of the combined voting
      power of the Company's then outstanding securities; or

     

     

    (ii)
      the stockholders of the Company
      approve a merger or consolidation of the Company with any other Corporation
      or
      other entity, other than a merger or consolidation which would result in the
      voting securities of the Company outstanding immediately prior thereto
      continuing to represent (either by remaining outstanding or by being converted
      into voting securities of the surviving entity) more than sixty-five percent
      (65%) of the combined voting power of the voting securities of the Company
      or
      such surviving entity outstanding immediately after such merger or
      consolidation; or

     

     

    (iii)
      the stockholders of the Company
      approve a Plan of complete liquidation of the Company or an agreement for the
      sale or disposition by the Company of all or substantially all of the Company's
      assets.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    SECTION
      16. General Provisions.

     

     

    (a)
      No Distribution; Compliance with
      Legal Requirements. The Committee may require each person acquiring shares
      pursuant to an Award to represent to and agree with the Company in writing
      that
      such person is acquiring the shares without a view to distribution
      thereof.

     

     

    No
      shares of Stock shall be issued
      pursuant to an Award until all applicable securities laws and other legal and
      stock exchange requirements have been satisfied. The Committee may require
      the
      placing of such stop orders and restrictive legends on certificates for Stock
      and Awards as it deems appropriate.

     

     

    (b)
      Delivery of Stock Certificates;
      Delivery of stock certificates to participants under this Plan shall be deemed
      effected for all purposes when the Company or a stock transfer agent of the
      Company shall have delivered such certificates in the United States mail,
      addressed to the participant, at the participant's last known address on file
      with the Company.

     

     

    (c)
      Other Compensation Arrangements; No
      Employment Rights. Nothing contained in this Plan shall prevent the Board from
      adopting other or additional compensation arrangements, including trusts,
      subject to stockholder approval if such approval is required; and such
      arrangements may be either generally applicable or applicable only in specific
      cases. The adoption of the Plan or any Award under the Plan does not confer
      upon
      any employee any right to continued employment with the Company or any
      Subsidiary.

     

     

    SECTION
      17. Effective Date of Plan.

     

     

    The
      Plan shall become effective upon
      approval by the board of directors of the Company.

     

     

    SECTION
      18. Governing Law.

     

     

    This
      Plan shall be governed by, and
      construed and enforced in accordance with, the substantive laws of the State
      of
      Delaware without regard to its principles of conflicts of laws.

     

     

    By:  /s/
      Delmar Janovec

     

    Delmar
      Janovec

    President  &
      Secretary of

    AmeriResource
      Technologies,
      Inc.