YOU On Demand Holdings, Inc.: Exhibit 4.3 - Filed by newsfilecorp.com






Exhibit 4.3 

YOU ON DEMAND HOLDINGS, INC. 

2010 EQUITY INCENTIVE PLAN 


	1. 	
      Purposes of the Plan. YOU on Demand Holdings,
      Inc., a Nevada corporation (the “Company”) hereby establishes the
      YOU on Demand Holdings, Inc. 2010 Equity Incentive Plan (the
      “Plan”).The purposes of this Plan are to attract and retain the
      best available personnel for positions of substantial responsibility, to
      provide additional incentive to Employees, Directors and Consultants, and
      to promote the long-term growth and profitability of the Company. The Plan
      permits the grant of Incentive Stock Options, Nonstatutory Stock Options,
      Restricted Stock, Restricted Stock Units, Stock Appreciation Rights,
      Performance Units and Performance Shares as the Administrator may
      determine.

	 	 
	2. 	
      Definitions. The following definitions will apply
      to the terms in the Plan:



“Administrator” means the Board or any of its Committees
as will be administering the Plan, in accordance with Section 4. 

“Applicable Laws” means the requirements relating to the
administration of equity-based awards under U.S. state corporate laws, U.S.
federal and state securities laws, the Code, any stock exchange or quotation
system on which the Common Stock is listed or quoted and the applicable laws of
any foreign country or jurisdiction where Awards are, or will be, granted under
the Plan. 

“Award” means, individually or collectively, a grant
under the Plan of Options, SARs, Restricted Stock, Restricted Stock Units,
Performance Units or Performance Shares. 

“Award Agreement” means the written or electronic
agreement setting forth the terms and provisions applicable to each Award
granted under the Plan. The Award Agreement is subject to the terms and
conditions of the Plan. 

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


“Change in Control” means the occurrence of any of the
following events: 

(i)       Any “person” (as such
term is used in Sections 13(d) and 14(d) of the Exchange Act) becomes the
"beneficial owner" (as defined in Rule 13d-3 of the Exchange Act), directly or
indirectly, of securities of the Company representing fifty percent (50%) or
more of the total voting power represented by the Company's then outstanding
voting securities; provided however, that for purposes of this subsection (i)
any acquisition of securities directly from the Company shall not constitute a
Change in Control; or 





(ii)       The consummation
of the sale or disposition by the Company of all or substantially all of the
Company's assets; 

(iii)       A change in the
composition of the Board occurring within a two-year period, as a result of
which fewer than a majority of the directors are Incumbent Directors. “Incumbent
Directors” means directors who either (A) are Directors as of the effective date
of the Plan, or (B) are elected, or nominated for election, to the Board with
the affirmative votes of at least a majority of the Incumbent Directors at the
time of such election or nomination (but will not include an individual whose
election or nomination is in connection with an actual or threatened proxy
contest relating to the election of directors to the Company); or 

(iv)       The consummation
of a merger or consolidation of the Company with any other corporation, 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 or its parent) at least fifty percent (50%) of the total
voting power represented by the voting securities of the Company or such
surviving entity or its parent outstanding immediately after such merger or
consolidation. 

For avoidance of doubt, a transaction will not constitute a
Change in Control if: (i) its sole purpose is the change the state of the
Company’s incorporation, or (ii) its sole purpose is to create a holding company
that will be owned in substantially the same proportions by the persons who held
the Company’s securities immediately before such transaction.

“Code” means the Internal Revenue Code of 1986, as
amended. Any reference in the Plan to a section of the Code will be a reference
to any successor or amended section of the Code. 

“Committee” means a committee of Directors or of other
individuals satisfying Applicable Laws appointed by the Board in accordance with
Section 4 hereof. 

“Common Stock” means the common stock of the Company.


“Company” means YOU on Demand Holdings, Inc., a Nevada
corporation, or any successor thereto. 

“Consultant” means any person, including an advisor,
engaged by the Company or a Parent or Subsidiary to render services to such
entity. 

“Director” means a member of the Board. 

2 




“Disability” means total and permanent disability as
determined by the Administrator in its discretion in accordance with uniform and
non-discriminatory standards adopted by the Administrator from time to time.

“Employee” means any person, including Officers and
Directors, employed by the Company or any Parent or Subsidiary of the Company.
Neither service as a Director nor payment of a director's fee by the Company
will be sufficient to constitute "employment" by the Company. 

“Exchange Act” means the Securities Exchange Act of
1934, as amended. 

“Exchange Program” means a program under which (i)
outstanding Awards are surrendered or cancelled in exchange for Awards of the
same type (which may have lower exercise prices and different terms), Awards of
a different type and/or cash, and/or (ii) the exercise price of an outstanding
Award is reduced.

“Fair Market Value” means, as of any date, the value of
Common Stock determined as follows: 

(i)       If the Common
Stock is listed on any established stock exchange or a national market system,
including without limitation any division or subdivision of the Nasdaq Stock
Market, its Fair Market Value will be the closing sales price for such stock (or
the closing bid, if no sales were reported) as quoted on such exchange or system
on the day of determination, as reported in The Wall Street Journal or such
other source as the Administrator deems reliable; 

(ii)       If the Common
Stock is regularly quoted by a recognized securities dealer but selling prices
are not reported, including without limitation quotation through the over the
counter bulletin board (“OTCBB”) quotation service administered by the Financial
Industry Regulatory Authority (“FINRA”) , the Fair Market Value of a Share will
be the mean between the high bid and low asked prices for the Common Stock on
the day of determination, as reported in The Wall Street Journal or such other
source as the Administrator deems reliable; or 

(iii)       In the absence
of an established market for the Common Stock, the Fair Market Value will be
determined in good faith by the Administrator, and to the extent Section 15
applies (a) with respect to ISOs, the Fair Market Value shall be determined in a
manner consistent with Code section 422 or (b) with respect to NSOs or SARs, the
Fair Market Value shall be determined in a manner consistent with Code section
409A.

“Fiscal Year” means the fiscal year of the Company. 

“Grant Date” means, for all purposes, the date on which
the Administrator determines to grant an Award, or such other later date as is
determined by the Administrator, provided that the Administrator cannot grant an
Award prior to the date the material terms of the Award are established. Notice of the
Administrator’s determination to grant an Award will be provided to each
Participant within a reasonable time after the Grant Date.

3 




“Incentive Stock Option” or “ISO” means an Option that
by its terms qualifies and is otherwise intended to qualify as an incentive
stock option within the meaning of Section 422 of the Code and the regulations
promulgated thereunder. 

“Nonstatutory Stock Option” or “NSO” means an Option
that by its terms does not qualify or is not intended to qualify as an ISO. 

“Officer” means a person who is an officer of the
Company within the meaning of Section 16 of the Exchange Act and the rules and
regulations promulgated thereunder. 

“Option” means a stock option granted pursuant to the
Plan. 

“Optioned Shares” means the Common Stock subject to an
Option. 

“Optionee” means the holder of an outstanding Option.


“Parent” means a “parent corporation,” whether now or
hereafter existing, as defined in Section 424(e) of the Code. 

“Participant” means the holder of an outstanding Award.


“Performance Share” means an Award denominated in Shares
which may vest in whole or in part upon attainment of performance goals or other
vesting criteria as the Administrator may determine pursuant to Section 10. 

“Performance Unit” means an Award which may vest in
whole or in part upon attainment of performance goals or other vesting criteria
as the Administrator may determine and which may be settled for cash, Shares or
other securities or a combination of the foregoing pursuant to Section 10. 

“Period of Restriction” means the period during which
Shares of Restricted Stock are subject to forfeiture or restrictions on transfer
pursuant to Section 7. 

“Plan” means this 2010 Equity Incentive Plan. 

“Restricted Stock” means Shares awarded to a Participant
which are subject to forfeiture and restrictions on transferability in
accordance with Section 7. 

“Restricted Stock Unit” means the right to receive one
Share at the end of a specified period of time, which right is subject to
forfeiture in accordance with Section 8 of the Plan. 

4 




“Rule 16b-3” means Rule 16b-3 of the Exchange Act or any
successor to Rule 16b-3.

“Section” means a paragraph or section of this Plan.

“Section 16(b)” means Section 16(b) of the Exchange Act.


“Service Provider” means an Employee, Director or
Consultant. 

“Share” means a share of the Common Stock, as adjusted
in accordance with Section 13. 

“Stock Appreciation Right” or “SAR” means the
right to receive payment from the Company in an amount no greater than the
excess of the Fair Market Value of a Share at the date the SAR is exercised over
a specified price fixed by the Administrator in the Award Agreement, which shall
not be less than the Fair Market Value of a Share on the Grant Date. In the case
of a SAR which is granted in connection with an Option, the specified price
shall be the Option exercise price.

“Subsidiary” means a "subsidiary corporation", whether
now or hereafter existing, as defined in Section 424(f) of the Code. 

“Ten Percent Owner” means any Service Provider who is,
on the grant date of an ISO, the owner of Shares (determined with application of
ownership attribution rules of Code Section 424(d)) possessing more than 10% of
the total combined voting power of all classes of stock of the Company or any of
its Subsidiaries. 

	3. 	
      Stock Subject to the Plan.

	 	 	 
		a. 	
      Stock Subject to the Plan. Subject to the
      provisions of Section 13, the maximum aggregate number of Shares that may
      be issued under the Plan is three hundred million (300,000,000) Shares.
      The Shares may be authorized but unissued, or reacquired Common
    Stock.

	 	 	 
		b. 	
      Lapsed Awards. If an Award expires or becomes
      unexercisable without having been exercised in full or, with respect to
      Restricted Stock, Restricted Stock Units, Performance Shares or
      Performance Units, is forfeited in whole or in part to the Company, the
      unpurchased Shares (or for Awards other than Options and SARs, the
      forfeited or unissued Shares) which were subject to the Award will become
      available for future grant or sale under the Plan (unless the Plan has
      terminated). With respect to SARs, only Shares actually issued pursuant to
      a SAR will cease to be available under the Plan; all remaining Shares
      subject to the SARs will remain available for future grant or sale under
      the Plan (unless the Plan has terminated). Shares that have actually been
      issued under the Plan under any Award will not be returned to the Plan and
      will not become available for future distribution under the Plan;
      provided, however, that if Shares issued pursuant to Awards
  of Restricted Stock, Restricted Stock Units, Performance
      Shares or Performance Units are forfeited to the Company, such Shares will
      become available for future grant under the Plan. Shares withheld by the
      Company to pay the exercise price of an Award or to satisfy tax
      withholding obligations with respect to an Award will become available for
      future grant or sale under the Plan. To the extent an Award under the Plan
      is paid out in cash rather than Shares, such cash payment will not result
      in reducing the number of Shares available for issuance under the
    Plan.



5 





	 	c. 	
      Share Reserve. The Company, during the term of
      this Plan, will at all times reserve and keep available such number of
      Shares as will be sufficient to satisfy the requirements of the
    Plan.




	4. 	
      Administration of the Plan.

	 	 	 
		a. 	
      Procedure. The Plan shall be administered by the
      Board or a Committee (or Committees) appointed by the Board, which
      Committee shall be constituted to comply with Applicable Laws. If and so
      long as the Common Stock is registered under Section 12(b) or 12(g) of the
      Exchange Act, the Board shall consider in selecting the Administrator and
      the membership of any committee acting as Administrator the requirements
      regarding (i) “nonemployee directors” within the meaning of Rule 16b-3
      under the Exchange Act; (ii) “independent directors” as described in the
      listing requirements for any stock exchange on which Shares are listed;
      and (iii) Section 15(b)(i) of the Plan if the Company pays salaries for
      which it claims deductions that are subject to the Code section 162(m)
      limitation on its U.S. tax returns. The Board may delegate the
      responsibility for administering the Plan with respect to designated
      classes of eligible Participants to different committees consisting of two
      or more members of the Board, subject to such limitations as the Board or
      the Administrator deems appropriate. Committee members shall serve for
      such term as the Board may determine, subject to removal by the Board at
      any time.

	 	 	 
		b. 	
      Powers of the Administrator. Subject to the
      provisions of the Plan and the approval of any relevant authorities, and
      in the case of a Committee, subject to the specific duties delegated by
      the Board to such Committee, the Administrator will have the authority, in
      its discretion:

	 	 	 
			
      i.         to
      determine the Fair Market Value;

	 	 	 
			
      ii.         to
      select the Service Providers to whom Awards may be granted
    hereunder;

	 	 	 
			
      iii.        to
      determine the number of Shares to be covered by each Award granted
      hereunder;

	 	 	 
			
      iv.        to
      approve forms of agreement for use under the Plan;



6 




v.        to determine the
terms and conditions, not inconsistent with the terms of the Plan, of any Award
granted hereunder. Such terms and conditions include, but are not limited to,
the exercise price, the time or times when Awards may be exercised (which may be
based on continued employment, continued service or performance criteria), any
vesting acceleration (whether by reason of a Change of Control or otherwise) or
waiver of forfeiture restrictions, and any restriction or limitation regarding
any Award or the Shares relating thereto, based in each case on such factors as
the Administrator, in its sole discretion, will determine;

vi.        subject to
Section 15(c) of the Plan, to reduce, without prior stockholder approval, the
exercise price of any Award to the then current Fair Market Value of the Common
Stock covered by such Award if the Fair Market Value has declined since the
Grant Date; 

vii.        to construe
and interpret the terms of the Plan and Awards granted pursuant to the Plan,
including the right to construe disputed or doubtful Plan and Award
provisions;

viii.        to prescribe,
amend and rescind rules and regulations relating to the Plan;

ix.        to modify or
amend each Award (subject to Section 19(c)) to the extent any modification or
amendment is consistent with the terms of the Plan. The Administrator shall have
the discretion to extend the exercise period of Options generally provided the
exercise period is not extended beyond the earlier of the original term of the
Option or 10 years from the original grant date, or specifically (1) if the
exercise period of an Option is extended (but to no more than 10 years from the
original grant date) at a time when the exercise price equals or exceeds the
fair market value of the Optioned Shares or (2) an Option cannot be exercised
because such exercise would violate Applicable Laws, provided that the exercise
period is not extended more than 30 days after the exercise of the Option would
no longer violate Applicable Laws.

x.        to allow
Participants to satisfy withholding tax obligations in such manner as prescribed
in Section 14; 

xi.        to authorize
any person to execute on behalf of the Company any instrument required to effect
the grant of an Award previously granted by the Administrator; 

xii.        to delay
issuance of Shares or suspend Participant’s right to exercise an Award as deemed
necessary to comply with Applicable Laws; and

xiii.        to make all
other determinations deemed necessary or advisable for administering the
Plan.

7 




	 	 	
       
		c. 	
       Effect of Administrator's Decision. The
Administrator’s decisions, determinations and interpretations will be final and
binding on all Participants and any other holders of Awards. Any decision or
action taken or to be taken by the Administrator, arising out of or in
connection with the construction, administration, interpretation and effect of
the Plan and of its rules and regulations, shall, to the maximum extent
permitted by Applicable Laws, be within its absolute discretion (except as
otherwise specifically provided in the Plan) and shall be final, binding and
conclusive upon the Company, all Participants and any person claiming under or
through any Participant. 



	 	
       
	5. 	
      Eligibility. NSOs, Restricted Stock, Restricted
      Stock Units, SARs, Performance Units and Performance Shares may be granted
      to Service Providers. ISOs may be granted as specified in Section
      15(a).

	 	 	 
	6. 	
      Stock Options.

	 	 	 
		a. 	
      Grant of Options. Subject to the terms and
      conditions of the Plan, the Administrator, at any time and from time to time, may
      grant Options to Service Providers in such amounts as the Administrator
      will determine in its sole discretion. For purposes of the foregoing
      sentence, Service Providers shall include prospective employees or
      consultants to whom Options are granted in connection with written offers
      of employment or engagement of services, respectively, with the Company;
      provided that no Option granted to a prospective employee or consultant
      may be exercised prior to the commencement of employment or services with
      the Company. The Administrator may grant NSOs, ISOs, or any combination of
      the two. ISOs shall be granted in accordance with Section 15(a) of the
      Plan.

	 	 	 
		b. 	
      Option Award Agreement. Each Option shall be
      evidenced by an Award Agreement that shall specify the type of Option granted,
      the Option price, the exercise date, the term of the Option, the number of
      Shares to which the Option pertains, and such other terms and conditions
      (which need not be identical among Participants) as the Administrator
      shall determine in its sole discretion. If the Award Agreement does not
      specify that the Option is to be treated as an ISO, the Option shall be
      deemed a NSO.

	 	 	 
		c. 	
      Exercise Price. The per Share exercise price for
      the Shares to be issued pursuant to exercise of an Option will be no less than the Fair
      Market Value per Share on the Grant Date.

	 	 	 
		d. 	
      Term of Options. The term of each Option will be
      stated in the Award Agreement. Unless terminated sooner in accordance with
      the remaining provisions of this Section 6, each Option shall expire
      either ten (10) years after the Grant Date, or after a shorter term as may be fixed by the Board.

	 	 	 
		e. 	
      Time and Form of Payment.



8 




			
      i.        Exercise
Date. Each Award Agreement shall specify how and when Shares covered by an
Option may be purchased. The Award Agreement may specify waiting periods, the
dates on which Options become exercisable or “vested” and, subject to the
termination provisions of this section, exercise periods. The Administrator may
accelerate the exercisability of any Option or portion thereof.

	 	 	 
			
      ii.        Exercise of
Option. Any Option granted hereunder will be exercisable according to the
terms of the Plan and at such times and under such conditions as determined by
the Administrator and set forth in the Award Agreement. An Option may not be
exercised for a fraction of a Share. An Option will be deemed exercised when the
Company receives: (1) notice of exercise (in such form as the Administrator
specify from time to time) from the person entitled to exercise the Option, and
(2) full payment for the Shares with respect to which the Option is exercised
(together with all applicable withholding taxes). Full payment may consist of
any consideration and method of payment authorized by the Administrator and
permitted by the Award Agreement and the Plan (together with all applicable
withholding taxes). Shares issued upon exercise of an Option will be issued in
the name of the Optionee or, if requested by the Optionee, in the name of the
Optionee and his or her spouse. Until the Shares are issued (as evidenced by the
appropriate entry on the books of the Company or of a duly authorized transfer
agent of the Company), no right to vote or receive dividends or any other rights
as a stockholder will exist with respect to the Optioned Shares, notwithstanding
the exercise of the Option. The Company will issue (or cause to be issued) such
Shares promptly after the Option is exercised. No adjustment will be made for a
dividend or other right for which the record date is prior to the date the
Shares are issued, except as provided in Section 13. 

	 	 	 
			
      iii.        Payment.
The Administrator will determine the acceptable form of consideration for
exercising an Option, including the method of payment. Such consideration may
consist entirely of:



(1)        cash; 

(2)        check;

(3)        to the extent
not prohibited by Section 402 of the Sarbanes-Oxley Act of 2002, a promissory
note;

(4)        other Shares,
provided Shares have a Fair Market Value on the date of surrender equal to the
aggregate exercise price of the Shares as to which said Option will be
exercised;

(5)        to the extent
not prohibited by Section 402 of the Sarbanes-Oxley Act of 2002, in accordance
with any broker-assisted cashless exercise procedures approved by the Company
and as in effect from time to time; 

9 




(6)        by asking the
Company to withhold Shares from the total Shares to be delivered upon exercise
equal to the number of Shares having a value equal to the aggregate Exercise
Price of the Shares being acquired; 

(7)        any combination
of the foregoing methods of payment; or

(8)        such other
consideration and method of payment for the issuance of Shares to the extent
permitted by Applicable Laws. 

		f. 	
       Forfeiture of Options. All unexercised Options shall
be forfeited to the Company in accordance with the terms and conditions set
forth in the Award Agreement and again will become available for grant under the
Plan.



	 	
       
	7. 	
      Restricted Stock.

	 	 	 	 
		a. 	
      Grant of Restricted Stock. Subject to the terms
      and conditions of the Plan, the Administrator, at any time and from time to time, may
      grant Shares of Restricted Stock to Service Providers in such amounts as
      the Administrator will determine in its sole discretion.

	 	 	 	 
		b. 	
      Restricted Stock Award Agreement. Each Award of
      Restricted Stock will be evidenced by an Award Agreement that will specify the
      Period of Restriction, the number of Shares granted, and such other terms
      and conditions (which need not be identical among Participants) as the
      Administrator will determine in its sole discretion. Unless the
      Administrator determines otherwise, the Company as escrow agent will hold
      Shares of Restricted Stock until the restrictions on such Shares have
      lapsed.

	 	 	 	 
		c. 	
      Vesting Conditions and Other Terms.



	 	 	
       
			
      i.        Vesting Conditions. The Administrator, in its sole
      discretion, may impose such conditions on the vesting of Shares of Restricted
      Stock as it may deem advisable or appropriate, including but not limited
      to, achievement of Company- wide, business unit, or individual goals
      (including, but not limited to, continued employment or service), or any
      other basis determined by the Administrator in its discretion. The
      Administrator, in its discretion, may accelerate the time at which any
      restrictions will lapse or be removed. The Administrator may, in its
      discretion, also provide for such complete or partial exceptions to an
      employment or service restriction as it deems equitable.

	 	 	 
			
      ii.        Voting Rights. During the Period of Restriction,
      Service Providers holding Shares of Restricted Stock granted hereunder may
      exercise full voting rights with respect to those Shares, unless the
      Administrator determines otherwise.

	 	 	 
			
      iii.        Dividends and Other Distributions. During the
Period of Restriction, Service Providers holding Shares of Restricted Stock will
be entitled to receive all dividends and other distributions paid with respect
to such Shares, unless the Administrator determines otherwise. If any such
dividends or distributions are paid in Shares, the Shares will be subject to the
same restrictions on transferability and forfeitability as the Shares of
Restricted Stock with respect to which they were paid. 

	 	 	
       
	 	 	
      iv.         Transferability. Except as provided in this Section,
Shares of Restricted Stock may not be sold, transferred, pledged, assigned, or
otherwise alienated or hypothecated until the end of the applicable Period of
Restriction.


10 




	 	 	
       
		d. 	
      Removal of Restrictions. All restrictions imposed
      on Shares of Restricted Stock shall lapse and the Period of Restriction shall end upon
      the satisfaction of the vesting conditions imposed by the Administrator.
      Vested Shares of Restricted Stock will be released from escrow as soon as
      practicable after the last day of the Period of Restriction or at such
      other time as the Administrator may determine, but in no event later than
      the 15th day of the third month following the end of the year
      in which vesting occurred.

	 	 	 
		e. 	
      Forfeiture of Restricted Stock. On the date set
      forth in the Award Agreement, the Shares of Restricted Stock for which restrictions have
      not lapsed will be forfeited and revert to the Company and again will
      become available for grant under the Plan.

	 	 	 
	8. 	
      Restricted Stock Units.

	 	 	 
		a. 	
      Grant of Restricted Stock Units. Subject to the
      terms and conditions of the Plan, the Administrator, at any time and from time to time, may
      grant Restricted Stock Units to Service Providers in such amounts as the
      Administrator will determine in its sole discretion.

	 	 	 
		b. 	
      Restricted Stock Units Award Agreement. Each Award
      of Restricted Stock Units will be evidenced by an Award Agreement that will specify
      the number of Restricted Stock Units granted, vesting criteria, form of
      payout, and such other terms and conditions (which need not be identical
      among Participants) as the Administrator will determine in its sole
      discretion.

	 	 	 
		c. 	
      Vesting Conditions. The Administrator shall set
      vesting criteria in its discretion, which, depending on the extent to which the criteria are
      met, will determine the number of Restricted Stock Units that will be paid
      out to the Participant. The Administrator may set vesting criteria based
      upon the achievement of Company-wide, business unit, or individual goals
      (including, but not limited to, continued employment or service), or any
      other basis determined by the Administrator in its discretion. At any time
      after the grant of Restricted Stock Units, the Administrator, in its sole
      discretion, may reduce or waive any vesting criteria that must be met to
      receive a payout.



11 





		d. 	
      Time and Form of Payment. Upon satisfaction of the
      applicable vesting conditions, payment of vested Restricted Stock Units
      shall occur in the manner and at the time provided in the Award Agreement,
      but in no event later than the 15th day of the third month
      following the end of the year in which vesting occurred. Except as
      otherwise provided in the Award Agreement, Restricted Stock Units may be
      paid in cash, Shares, or a combination thereof at the sole discretion of the
      Administrator. Restricted Stock Units that are fully paid in cash will not
      reduce the number of Shares available for issuance under the
  Plan.

			
		e. 	
      Forfeiture of Restricted Stock Units. All unvested
      Restricted Stock Units shall be forfeited to the Company on the date set
      forth in the Award Agreement and again will become available for grant
      under the Plan.

			
	9. 	
      Stock Appreciation Rights.

			
		a. 	
      Grant of SARs. Subject to the terms and conditions
      of the Plan, the Administrator, at any time and from time to time, may
      grant SARs to Service Providers in such amounts as the Administrator will
      determine in its sole discretion.

			
		b. 	
      Award Agreement. Each SAR grant will be evidenced
      by an Award Agreement that will specify the exercise price, the number of
      Shares underlying the SAR grant, the term of the SAR, the conditions of
      exercise, and such other terms and conditions (which need not be identical
      among Participants) as the Administrator will determine in its sole
      discretion.

			
		c. 	
      Exercise Price and Other Terms. The per Share
      exercise price for the exercise of an SAR will be no less than the Fair
      Market Value per Share on the Grant Date.

			
		d. 	
      Time and Form of Payment of SAR Amount. Upon
      exercise of a SAR, a Participant will be entitled to receive payment from
      the Company in an amount no greater than: (i) the difference between the
      Fair Market Value of a Share on the date of exercise over the exercise
      price; times (ii) the number of Shares with respect to which the SAR is
      exercised. An Award Agreement may provide for a SAR to be paid in cash,
      Shares of equivalent value, or a combination thereof.

			
		e. 	
      Forfeiture of SARs. All unexercised SARs shall be
      forfeited to the Company in accordance with the terms and conditions set
      forth in the Award Agreement and again will become available for grant
      under the Plan.

			
	10. 	
      Performance Units and Performance
Shares.

			
		a. 	
      Grant of Performance Units and Performance Shares.
      Performance Units or Performance Shares may be granted to Service
      Providers at any time and from time to time, as will be determined by the
      Administrator, in its sole discretion. The Administrator will have
      complete discretion in determining the number of Performance Units and
      Performance Shares granted to each Participant.



12 




		b. 	
       Award Agreement. Each Award of Performance
      Units and Shares will be evidenced by an Award Agreement that will specify
      the initial value, the Performance Period, the number of Performance Units
      or Performance Shares granted, and such other terms and conditions (which
      need not be identical among Participants) as the Administrator will
      determine in its sole discretion.

	 	 	 
		c. 	
       Value of Performance Units and Performance
      Shares. Each Performance Unit will have an initial value that is
      established by the Administrator on or before the Grant Date. Each
      Performance Share will have an initial value equal to the Fair Market
      Value of a Share on the Grant Date.

	 	 	 
		d. 	
       Vesting Conditions and Performance Period. The
      Administrator will set performance objectives or other vesting provisions
      (including, without limitation, continued status as a Service Provider) in
      its discretion which, depending on the extent to which they are met, will
      determine the number or value of Performance Units or Performance Shares
      that will be paid out to the Service Providers. The time period during
      which the performance objectives or other vesting provisions must be met
      will be called the “Performance Period.” The Administrator may set
      performance objectives based upon the achievement of Company-wide,
      divisional, or individual goals or any other basis determined by the
      Administrator in its discretion.

	 	 	 
	 	e. 	 Time and Form of Payment. After the applicable
      Performance Period has ended, the holder of Performance Units or
      Performance Shares will be entitled to receive a payout of the number of
      vested Performance Units or Performance Shares by the Participant over the
      Performance Period, to be determined as a function of the extent to which
      the corresponding performance objectives or other vesting provisions have
      been achieved. Vested Performance Units or Performance Shares will be paid
      as soon as practicable after the expiration of the applicable Performance
      Period, but in no event later than the 15th day of the third
      month following the end of the year the applicable Performance Period
      expired. An Award Agreement may provide for the satisfaction of
      Performance Unit or Performance Share Awards in cash or Shares (which have
      an aggregate Fair Market Value equal to the value of the vested
      Performance Units or Performance Shares at the close of the applicable
      Performance Period) or in a combination thereof.
	 	 	 
	 	f. 	 Forfeiture of Performance Units and Performance
      Shares. All unvested Performance Units or Performance Shares will be
      forfeited to the Company on the date set forth in the Award Agreement, and
      again will become available for grant under the Plan.
	 	 	 
	11. 	
      Leaves of Absence/Transfer Between Locations.
      Unless the Administrator provides otherwise or as required by Applicable
      Laws, vesting of Awards will be suspended during any unpaid leave of
      absence. An Employee will not cease to be an Employee in the case of (i)
      any leave of absence approved by the Company or (ii) transfers between
      locations of the Company or between the Company, its Parent, or any
      Subsidiary.



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12. 		
Transferability of Awards. Unless determined otherwise by the Administrator, an Award may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent
or distribution and may be exercised, during the lifetime of the Participant, only by the Participant. If the Administrator makes an Award transferable, such Award will contain such additional terms and conditions as the Administrator deems
appropriate.

	
	 	 
	
13. 		
Adjustments; Dissolution or Liquidation; Merger or Change in Control.

	


	 	 	 
	 	a.	 Adjustments. In the event that any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation,
split-up, spin-off, combination, repurchase, or exchange of Shares or other securities of the Company, or other change in the corporate structure of the Company affecting the Shares occurs, the Administrator, in order to prevent diminution or
enlargement of the benefits or potential benefits intended to be made available under the Plan, shall appropriately adjust the number and class of Shares that may be delivered under the Plan and/or the number, class, and price of Shares covered by
each outstanding Award.
	 	 	 
	 	b. 	 Dissolution or Liquidation. In the event of the proposed dissolution or liquidation of the Company, the Administrator will notify each Participant as soon as practicable prior to the effective date of such proposed transaction.  To the
extent it has not been previously exercised, an Award will terminate immediately prior to the consummation of such proposed action. 
	 	 	 
	 	c. 	 Change in Control. In the event of a merger or Change in Control, any or all outstanding Awards may be assumed by the successor corporation, which assumption shall be binding on all Participants. In the alternative, the successor
corporation may substitute equivalent Awards (after taking into account the existing provisions of the Awards). The successor corporation may also issue, in place of outstanding Shares of the Company held by the Participant, substantially similar
shares or other property subject to vesting requirements and repurchase restrictions no less favorable to the Participant than those in effect prior to the merger or Change in Control.



 In the event that the successor corporation does not assume or substitute for the Award, unless the Administrator provides otherwise, the Participant will fully vest in and have the right to exercise all of his or her outstanding Options and SARs,
including Shares as to which such Awards would not otherwise be vested or exercisable, all restrictions on Restricted Stock and Restricted Stock Units will lapse, and, with respect to Performance Shares and Performance Units, all Performance Goals
or other vesting criteria will be deemed achieved at target levels and all other terms and conditions met. In addition, if an Option or SAR is not assumed or substituted in the event of a Change in Control, the Administrator will notify the
Participant in writing or electronically that the Option or SAR will be exercisable for a period of time determined by the Administrator
in its sole discretion, and the Option or SAR will terminate upon the expiration of such period. 


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 For the purposes of this Section 13(c), an Award will be considered assumed if, following the Change in Control, the Award confers the right to purchase or receive, for each Share subject to the Award immediately prior to the Change in Control, the
consideration (whether stock, cash, or other securities or property) or, in the case of a SAR upon the exercise of which the Administrator determines to pay cash or a Performance Share or Performance Unit which the Administrator can determine to pay
in cash, the fair market value of the consideration received in the merger or Change in Control by holders of Common Stock for each Share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type
of consideration chosen by the holders of a majority of the outstanding Shares); provided, however, that if such consideration received in the Change in Control is not solely common stock of the successor corporation or its Parent, the Administrator
may, with the consent of the successor corporation, provide for the consideration to be received upon the  exercise of an Option or SAR or upon the payout of a Restricted Stock Unit, Performance Share or Performance Unit, for each Share subject to
such Award (or in the case of Restricted Stock Units and Performance Units, the number of implied shares determined by dividing the value of the Restricted Stock Units and Performance Units, as applicable, by the per share consideration received by
holders of Common Stock in the Change in Control), to be solely common stock of the successor corporation or its Parent equal in fair market value to the per share consideration received by holders of Common Stock in the Change in Control. 


 Notwithstanding anything in this Section 13(c) to the contrary, an Award that vests, is earned or paid-out upon the satisfaction of one or more performance goals will not be considered assumed if the Company or its successor modifies any of such
performance goals without the Participant's consent; provided, however, a modification to such performance goals only to reflect the successor corporation's post-Change in Control corporate structure will not be deemed to invalidate an otherwise
valid Award assumption.

	
14. 		
Tax Withholding.

	
	 	 	 
		
a. 		
Withholding Requirements. Prior to the delivery of any Shares or cash pursuant to an Award (or exercise thereof), the Company will have the power and the right to deduct or withhold, or require a Participant to remit to the
Company, an amount sufficient to satisfy federal, state, local, foreign or other taxes required by Applicable Laws to be withheld with respect to such Award (or exercise thereof).

	
	 	 	 
		
b. 		
Withholding Arrangements. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit a Participant to satisfy such tax withholding obligation, in whole or in
part by (without limitation) (i) paying cash, (ii) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the amount required to be withheld, or
(iii) delivering to the Company already-owned Shares having a Fair Market Value equal to the amount required to be withheld. The amount of the withholding requirement will be deemed to include any amount which the Administrator agrees may be
withheld at the time the election is made.  The Fair Market Value of the Shares to be withheld or delivered will be determined as of the date that the taxes are required to be withheld. 

	



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15. 		
Provisions Applicable In the Event the Company or the Service Provider is Subject to U.S. Taxation.

	



	
    	
a. 		
Grant of Incentive Stock Options. If the Administrator grants Options to Employees subject to U.S. taxation, the Administrator may grant such Employee an ISO and the following terms shall also apply:

	
					
			
i. 		
Maximum Amount. Subject to the provisions of Section 13, to the extent consistent with Section 422 of the Code, not more than an aggregate of three hundred million (300,000,000) Shares may be issued as ISOs under the Plan.

	
					
			
ii. 		
General Rule. Only Employees shall be eligible for the grant of ISOs.

	
					
			
iii. 		
Continuous Employment. The Optionee must remain in the continuous employ of the Company or its Subsidiaries from the date the ISO is granted until not more than three months before the date on which it is exercised. A leave of absence approved by the Company may exceed ninety (90) days if
reemployment upon expiration of such leave is guaranteed by statute or contract. If reemployment upon expiration of a leave of absence approved by the Company is not so guaranteed, then three (3) months following the ninety-first (91st) day of such
leave any ISO held by the Optionee will cease to be treated as an ISO.

	
					
			
iv. 		
Award Agreement.

	



(1)        The Administrator shall designate Options granted as ISOs in the Award Agreement. Notwithstanding such designation, to the extent that the aggregate Fair Market Value of the Shares with respect to which ISOs are exercisable for the first time by the Optionee during any calendar year (under all
plans of the Company and any Parent or Subsidiary) exceeds one hundred thousand dollars ($100,000), Options will not qualify as an ISO. For purposes of this section, ISOs will be taken into account in the order in which they were granted. The
Fair Market Value of the Shares will be determined as of the time the Option with respect to such Shares is granted.



(2)        The Award Agreement shall specify the term of the ISO. The term shall not exceed ten (10) years from the Grant Date or five (5) years from the Grant Date for Ten Percent Owners.



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(3)        The Award Agreement shall specify an exercise price of not less than the Fair Market Value per Share on the Grant Date or one hundred ten percent (110%) of the Fair Market Value per Share on the Grant Date for Ten Percent Owners. 


(4)        The Award Agreement shall specify that an ISO is not transferable except by will, beneficiary designation or the laws of descent and distribution.

			
v. 		

Form of Payment. The consideration to be paid for the Shares to be issued upon exercise of an ISO, including the method of payment, shall be determined by the Administrator at the time of grant in accordance with Section 6(e)(iii).

	
					
			
vi. 		

“Disability”, for purposes of an ISO, means total and permanent disability as defined in Section 22(e)(3) of the Code.

	
					
			
vii.	

Notice. In the event of any disposition of the Shares acquired pursuant to the exercise of an ISO within two years from the Grant Date or one year from the exercise date, the Optionee will notify the Company thereof in writing within
thirty (30) days after such disposition. In addition, the Optionee shall provide the Company with such information as the Company shall reasonably request in connection with determining the amount and character of Optionee’s income, the
Company’s deduction, and the Company’s obligation to withhold taxes or other amounts incurred by reason of a disqualifying disposition, including the amount thereof.

	
					
	 	b.	
 Performance-based Compensation.  If the Company pays salaries for which it claims deductions that are subject to the Code section 162(m) limitation on its U.S. tax returns, then the following terms shall be applied in a manner consistent
with the requirements of, and only to the extent required for compliance with, the exclusion from the limitation on deductibility of compensation under Code Section 162(m):

	
					
			
i. 		
 Outside Directors.  The Board shall consider in selecting the Administrator and the membership of any committee acting as Administrator the provisions regarding “outside directors” within the meaning of Code Section 162(m).

	
			
	
	
			
ii. 		
Maximum Amount.



 (1)        Subject to the provisions of Section 13, the maximum number of Shares that can be awarded to any individual Participant in the aggregate in any one fiscal year of the Company is one hundred million (100,000,000) Shares;


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(2)        For Awards denominated in Shares and satisfied in cash, the maximum Award to any individual Participant in the aggregate in any one fiscal year of the Company is the Fair Market Value of fifty million (50,000,000) Shares on the Grant Date;
and


(3)        The maximum amount payable pursuant to any cash Awards to any individual Participant in the aggregate in any one fiscal year of the Company is the Fair Market Value of fifty million (50,000,000) Shares on the Grant Date. 

			
iii. 		
Performance Criteria. All performance criteria must be objective and be established in writing prior to the beginning of the performance period or at later time as permitted by Code Section 162(m).  Performance criteria may include
alternative and multiple performance goals and may be based on one or more business and/or financial criteria.  In establishing the performance goals, the Committee in its discretion may include one or any combination of the following criteria in
either absolute or relative terms, for the Company or any Subsidiary:
	



(1)        Increased revenue; 


(2)        Net income measures (including but not limited to income after
capital costs and income before or after taxes); 


(3)        Stock price measures (including but not limited to growth measures
and total stockholder return); 


(4)        Market share; 


(5)        Earnings
per Share (actual or targeted growth); 


(6)        Earnings before interest, taxes, depreciation, and amortization (“EBITDA”); 


(7)        Cash flow measures (including but not limited to net cash flow and
net cash flow before financing activities); 


(8)        Return measures (including but not limited to return on equity,
return on average assets, return on capital, risk-adjusted return on capital,
return on investors’ capital and return on average equity); 


(9)        Operating measures (including operating income, funds from
operations, cash from operations, after-tax operating income, sales volumes,
production volumes, and production efficiency); 


(10)        Expense measures (including but not limited to overhead cost and
general and administrative expense); 


(11)        Margins; 


(12)        Stockholder value; 


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(13)        Total stockholder return;



(14)        Proceeds from dispositions; 



(15)        Production volumes; 


(16)        Total market value; and 


(17) Corporate values measures (including but not limited to ethics compliance, environmental, and safety). 

	
 	
c. 		
Stock Options and SARs Exempt from Code section 409A. If the Administrator grants Options or SARs to Employees subject to U.S. taxation the Administrator may not modify or amend the Options or SARs to the extent that the
modification or amendment adds a feature allowing for additional deferral within the meaning of Code section 409A.

	



	
16. 		
No Effect on Employment or Service. Neither the Plan nor any Award will confer upon any Participant any right with respect to continuing the Participant's relationship as a Service Provider with the Company or any Parent or
Subsidiary of the Company, nor will they interfere in any way with the Participant's right or the Company's or its Parent’s or Subsidiary’s right to terminate such relationship at any time, with or without cause, to the extent permitted
by Applicable Laws.

	
	 	 	 
	
17. 		
Effective Date. The Plan’s effective date is the date on which it is adopted by the Board, so long as it is approved by the Company’s stockholders at any time within 12 months of such adoption. Upon approval of
the Plan by the stockholders of the Company, all Awards issued pursuant to the Plan on or after the Effective Date shall be fully effective as if the stockholders of the Company had approved the Plan on the Effective Date. If the stockholders fail
to approve the Plan within one year before or after the Effective Date, any Awards made hereunder shall be null and void and of no effect.

	
	 	 	 
	
18. 		
Term of Plan. The Plan will terminate 10 years following the earlier of (i) the date it was adopted by the Board or (ii) the date it became effective upon approval by stockholders of the Company, unless sooner terminated by
the Board pursuant to Section 19.

	
	 	 	 
	
19. 		
Amendment and Termination of the Plan.

	
	 	 	 
		
a. 		
Amendment and Termination. The Board may at any time amend, alter, suspend or terminate the Plan.

	
	 	 	 
		
b. 		
Stockholder Approval. The Company will obtain stockholder approval of any Plan amendment to the extent necessary and desirable to comply with Applicable Laws.

	
	 	 	 
		
c. 		
Effect of Amendment or Termination. No amendment, alteration, suspension or termination of the Plan will impair the rights of any Participant, unless mutually agreed otherwise between the Participant and the Administrator, which agreement must be in writing and signed by the Participant and the Company. Termination of the Plan will not affect the Administrator's ability to exercise the powers granted to it hereunder with respect to Awards granted under the Plan prior to the
date of such termination.

	



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20. 		
Conditions Upon Issuance of Shares.

	
	 	 	 
		
a. 		
Legal Compliance. The Administrator may delay or suspend the issuance and delivery of Shares, suspend the exercise of Options or SARs, or suspend the Plan as necessary to comply Applicable Laws. Shares will not be issued pursuant to the exercise of an Award unless the exercise of such Award and the
issuance and delivery of such Shares will comply with Applicable Laws and will be further subject to the approval of counsel for the Company with respect to such compliance.

	
	 	 	 
		
b. 		
Investment Representations. As a condition to the exercise of an Award, the Company may require the person exercising such Award to represent and warrant at the time of any such exercise that the Shares are being purchased only for investment and without any present intention to sell or distribute such
Shares if, in the opinion of counsel for the Company, such a representation is required.

	
	 	 	 
	
21. 		
Inability to Obtain Authority. The inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company’s counsel to be necessary to the lawful issuance
and sale of any Shares hereunder, will relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority will not have been obtained.

	
	 	 	 
	
22. 		
Exchange Programs. The Administrator may authorize the Company, without prior stockholder approval, to institute one or more Exchange Programs. An Exchange Program may, at the discretion of the Administrator, be offered to
individual Participants selected by the Administrator on a case-by-case basis, or to a class of Participants identified by the Administrator. The terms and conditions of any Exchange Program will be determined by the Administrator in its sole
discretion, not inconsistent with the terms of the Plan, including without limitation, Section 15(c); provided however, that no Exchange Program may adversely affect the rights of a Participant under an outstanding Award unless the Participant
consents in writing to be bound by the terms and conditions of the Exchange Program..

	
	 	 	 
	
23. 		
Substitution and Assumption of Awards. The Administrator may make Awards under the Plan that assume, substitute or replace performance shares, phantom shares, stock awards, stock options, stock appreciation rights or
similar awards granted by another entity (including a Parent or Subsidiary), if such assumption, substitution or replacement is in connection with an asset acquisition, stock acquisition, merger, consolidation or similar transaction involving the
Company (and/or its Parent or Subsidiary) and such other entity (and/or its affiliate). The Administrator may also cause the Plan to assume an equity-based award granted by the Company prior to the adoption and approval of the Plan or substitute or
replace such prior award with a similar type of Award under this Plan. Notwithstanding any provision of the Plan (other than the maximum number of shares of Common Stock that may be issued under the
      Plan), ,(i) in the case of an Award that assumes, substitutes or replaces
      an award of another entity pursuant to a corporate transaction, such Award
      shall be subject to the same terms and conditions as the original award,
      with such adjustments or modifications as the Administrator deems
      necessary and appropriate to give effect to the relevant provisions of any
      agreement entered into in connection with the such corporate transaction
      or (ii) in the case of an Award that assumes, substitutes or replaces a
      prior Company award, such Award shall be subject to the same terms and
      conditions as the original award, except to the extent that any such term
      or condition is inconsistent with the Plan, in which event the terms of
      the Plan shall control. Notwithstanding the foregoing, in no event may the
      assumption, substitution or replacement of a prior Company award with an
      Award under the Plan adversely affect the Participant’s rights under the
      prior Company award unless the Participant consents in writing to such
      assumption, substitution or replacement. Shares issued pursuant to
      assumed, substituted or replaced awards shall count against the total
      number of shares authorized to be issued under the Plan pursuant to
      Section 3.

	



20 







	24. 	
      Governing Law. The Plan and all Agreements shall
      be construed in accordance with and governed by the laws of the State of
      Nevada.



Adopted by the Board of Directors on December 3, 2010 

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