cnam_ex10-1.htm


     

    
      

      

    

    
 

    Exhibit
10.1

    


    CHINA
ARMCO METALS, INC.

    


    


    2009
STOCK INCENTIVE PLAN

    


    


    1.           Purpose;
Definitions.

    


    1.1           Purpose. The purpose
of the China Armco Metals, Inc. 2009 Stock Incentive Plan is to enable the
Company to offer to its employees, directors and consultants whose past, present
and/or potential contributions to the Company and its Subsidiaries have been,
are or will be important to the success of the Company, to advance the interests
of the Company by providing an incentive to attract, retain and motivate highly
qualified and competent persons who are important to us and whose efforts and
judgment contribute to the success of the Company. Additionally, the Plan is
intended to assist in further aligning the interests of the Company’s employees,
directors and consultants to those of its other stockholders The various types
of long-term incentive awards that may be provided under the Plan will enable
the Company to respond to changes in compensation practices, tax laws,
accounting regulations and the size and diversity of its
businesses.

    


    1.2           Definitions. For
purposes of the Plan, the following terms shall be defined as set forth
below:

    


    (a)           “Agreement”
means the agreement between the Company and the Holder setting forth the terms
and conditions of an award under the Plan;

    


    (b)           “Board”
means the Board of Directors of the Company;

    


    (c)           “Code”
means the Internal Revenue Code of 1986, as amended from time to
time;

    


    (d)           “Committee”
means the Compensation Committee of the Board or any other committee of the
Board that the Board may designate to administer the Plan or any portion
thereof. If no Committee is so designated, then all references in this Plan to
“Committee” shall mean the Board;

    


    (e)           “Common
Stock” means the common stock of the Company, $0.001 par value per
share;

    


    (f)           “Company”
means China Armco Metals, Inc., a Nevada corporation;

    


    (g)           “Deferred
Stock” means Common Stock to be received, under an award made pursuant to
Section 8 below, at the end of a specified deferral period;

    


    (h)           “Disability”
means physical or mental impairment as determined under procedures established
by the Committee for purposes of the Plan;

    


    (i)           “Effective
Date” means the date set forth in Section 12.1 below;

    


    



    
      
         


      

      
         

        
          

        

      

      
         


      

    


    (j)           “Fair
Market Value”, unless otherwise required by any applicable provision of the Code
or any regulations issued thereunder, means, as of any given date: (i) if the
Common Stock is listed on a national securities exchange, the last sale price of
the Common Stock in the principal trading market for the Common Stock on such
date, as reported by the exchange; (ii) if the Common Stock is not listed on a
national securities exchange, but is traded in the over-the-counter market, the
closing bid price for the Common Stock on such date, as reported by the OTC
Bulletin Board or the Pink
Sheets or similar publisher of such quotations; and (iii) if the fair
market value of the Common Stock cannot be determined pursuant to clause (i) or
(ii) above, such price as the Committee shall determine, in good
faith;

    


    (k)           “Holder”
means a person who has received an award under the Plan.

    


    (l)           “Normal
Retirement” means retirement from active employment with the Company or any
Subsidiary on or after age 65;

    


    (m)           “Other
Stock-Based Award” means an award under Section 9 below, that is valued in whole
or in part by reference to, or is otherwise based upon, Common
Stock;

    


    (n)           “Parent”
means any present or future “parent corporation” of the Company, as such term is
defined in Section 424(e) of the Code;

    


    (o)           “Plan”
means the China Armco Metals, Inc. 2009 Stock Incentive Plan, as hereinafter
amended from time to time;

    


    (p)           “Repurchase
Value” shall mean the Fair Market Value in the event the award to be repurchased
under Section 10.2 is comprised of shares of Common Stock and the difference
between Fair Market Value and the Exercise Price (if lower than Fair Market
Value) in the event the award is a Stock Option or Stock Appreciation Right; in
each case, multiplied by the number of shares subject to the award;

    


    (q)           “Restricted
Stock” means Common Stock, received under an award made pursuant to Section 7
below that is subject to restrictions under said Section 7;

    


    (r)           “SAR
Value” means the excess of the Fair Market Value (on the exercise date) over the
exercise price that the participant would have otherwise had to pay to exercise
the related Stock Option, multiplied by the number of shares for which the Stock
Appreciation Right is exercised;

    


    (s)           “Stock
Appreciation Right” means the right to receive from the Company, on surrender of
all or part of the related Stock Option, without a cash payment to the Company,
a number of shares of Common Stock equal to the SAR Value divided by the Fair
Market Value (on the exercise date);

    


    (s)           “Stock
Option” or “Option” means any option to purchase shares of Common Stock which is
granted pursuant to the Plan;

    


    (t)           “Stock
Reload Option” means any option granted under Section 5.3 of the Plan;
and

    


    (u)           “Subsidiary”
means any present or future “subsidiary corporation” of the Company, as such
term is defined in Section 424(f) of the Code.

    



    
      
         


      

      
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    2.           Administration.

    


    2.1           Committee Membership.
The Plan shall be administered by the Committee unless there is no longer a
compensation committee of the Board in which event the Plan shall be
administered by the Board. Committee members shall serve for such term as the
Board may in each case determine, and shall be subject to removal at any time by
the Board. The Committee members, to the extent deemed to be appropriate by the
Board, shall be “non-employee directors” as defined in Rule 16b-3 promulgated
under the Securities Exchange Act of 1934, as amended (“Exchange Act”), and
“outside directors” within the meaning of Section 162(m) of the
Code.

    


    2.2           Powers of Committee.
The Committee shall have full authority to award, pursuant to the terms of the
Plan: (i) Stock Options, (ii) Stock Appreciation Rights, (iii) Restricted Stock,
(iv) Deferred Stock, (v) Stock Reload Options and/or (vi) Other Stock-Based
Awards. For purposes of illustration and not of limitation, the Committee shall
have the authority (subject to the express provisions of this
Plan):

    


    (a)           to
select the employees and directors of and consultants to the Company or any
Subsidiary to whom Stock Options, Stock Appreciation Rights, Restricted Stock,
Deferred Stock, Reload Stock Options and/or Other Stock-Based Awards may from
time to time be awarded hereunder;

    


    (b)           to
determine the terms and conditions, not inconsistent with the terms of the Plan,
of any award granted hereunder including, but not limited to, number of shares,
share exercise price or types of consideration paid upon exercise of such
options and the purchase price of Common Stock awarded under the Plan (including
without limitation by a Holder’s conversion of deferred salary or other
indebtedness of the Company to the Holder), such as other securities of the
Company or other property, any restrictions or limitations, and any vesting,
exchange, surrender, cancellation, acceleration, termination, exercise or
forfeiture provisions, as the Committee shall determine;

    


    (c)           to
determine any specified performance goals or such other factors or criteria
which need to be attained for the vesting of an award granted
hereunder;

    


    (d)           to
determine the terms and conditions under which awards granted hereunder are to
operate on a tandem basis and/or in conjunction with or apart from other equity
awarded under this Plan and cash awards made by the Company or any Subsidiary
outside of this Plan;

    


    (e)           to
permit a Holder to elect to defer a payment under the Plan under such rules and
procedures as the Committee may establish, including the crediting of interest
on deferred amounts denominated in cash and of dividend equivalents on deferred
amounts denominated in Common Stock;

    


    (f)           to
determine the extent and circumstances under which Common Stock and other
amounts payable with respect to an award hereunder shall be deferred that may be
either automatic or at the election of the Holder; and

    


    (g)           to
substitute (i) new Stock Options for previously granted Stock Options, which
previously granted Stock Options have higher option exercise prices and/or
contain other less favorable terms, and (ii) new awards of any other type for
previously granted awards of the same type, which previously granted awards are
upon less favorable terms.

    


    



    
      
         


      

      
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    2.3           Interpretation of
Plan.

    


    Subject to Section 11 below, the
Committee shall have the authority to adopt, alter and repeal such
administrative rules, guidelines and practices governing the Plan as it shall,
from time to time, deem advisable, to interpret the terms and provisions of the
Plan and any award issued under the Plan (and to determine the form and
substance of all Agreements relating thereto), and to otherwise supervise the
administration of the Plan. Subject to Section 11 below, all decisions made by
the Committee pursuant to the provisions of the Plan shall be made in the
Committee’s sole discretion and shall be final and binding upon all persons,
including the Company, its Subsidiaries and the Holders.

    


    3.           Stock
Subject to Plan.

    


    3.1           Number of Shares. The
total number of shares of Common Stock reserved and available for issuance under
the Plan shall be 1,200,000 shares. Shares of Common Stock under the Plan may
consist, in whole or in part, of authorized and unissued shares or treasury
shares. If any shares of Common Stock that have been granted pursuant to a Stock
Option cease to be subject to a Stock Option, or if any shares of Common Stock
that are subject to any Stock Appreciation Right, Restricted Stock, Deferred
Stock award, Reload Stock Option or Other Stock-Based Award granted hereunder
are forfeited or any such award otherwise terminates without a payment being
made to the Holder in the form of Common Stock, such shares shall again be
available for distribution in connection with future grants and awards under the
Plan.

    


    3.2           Adjustment Upon Changes in
Capitalization, Etc. In the event of any dividend (other than a cash
dividend) payable on shares of Common Stock, stock split, reverse stock split,
combination or exchange of shares, or other similar event (not addressed in
Section 3.3 below) occurring after the grant of an Award, which results in a
change in the shares of Common Stock of the Company as a whole, the number of
shares issuable in connection with any such Award and the purchase price
thereof, if any, shall be proportionately adjusted to reflect the occurrence of
any such event. The Committee shall determine whether such change requires an
adjustment in the aggregate number of shares reserved for issuance under the
Plan or to retain the number of shares reserved and available under the Plan in
their sole discretion.  Any adjustment required by this Section 3.2
shall be made by the Committee, in good faith, whose determination will be
final, binding and conclusive.

    


    3.3           Certain Mergers and Similar
Transactions. In the event of (a) a dissolution or liquidation of the
Company, (b) a merger or consolidation in which the Company is not the surviving
corporation (other than a merger or consolidation with a wholly-owned
subsidiary, a reincorporation of the Company in a different jurisdiction, or
other transaction in which there is no substantial change in the stockholders of
the Company or their relative stock holdings and the Awards granted under this
Plan are assumed, converted or replaced by the successor corporation, which
assumption will be binding on all Awardees), (c) a merger in which the Company
is the surviving corporation but after which the stockholders of the Company
immediately prior to such merger (other than any stockholder that merges, or
which owns or controls another corporation that merges, with the Company in such
merger) cease to own their shares or other equity interest in the Company, (d)
the sale of substantially all of the assets of the Company, or (e) the
acquisition, sale, or transfer of more than 50% of the outstanding shares of the
Company by tender offer or similar transaction, any or all outstanding Awards
may be assumed, converted or replaced by the successor corporation (if any),
which assumption, conversion or replacement will be binding on all Awardees. In
the alternative, the successor corporation may substitute equivalent Awards or
provide substantially similar consideration to Awardees as was provided to
stockholders (after taking into account the existing provisions of the
Awards).


    
      
         


      

      
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    The
successor corporation may also issue, in place of outstanding Shares of the
Company held by the Holder, substantially similar shares or other property
subject to repurchase restrictions no less favorable to the Holder. In the event
such successor corporation (if any) refuses or otherwise declines to assume or
substitute Awards, as provided above, (i) the vesting of any or all Awards
granted pursuant to this Plan will accelerate immediately prior to the effective
date of a transaction described in this Section 3.3 and (ii) any or all Options
granted pursuant to this Plan will become exercisable in full prior to the
consummation of such event at such time and on such conditions as the Committee
determines. If such Options are not exercised prior to the consummation of the
corporate transaction, they shall terminate at such time as determined by the
Committee. Subject to any greater rights granted to Awardees under the foregoing
provisions of this Section 3.3, in the event of the occurrence of any
transaction described in this Section 3.3, any outstanding Awards will be
treated as provided in the applicable agreement or plan of merger,
consolidation, dissolution, liquidation, or sale of assets.

    


    4.           Eligibility.

    


    Awards may be made or granted
employees, directors and consultants who are deemed to have rendered or to be
able to render significant services to the Company or its Subsidiaries and who
are deemed to have contributed or to have the potential to contribute to the
success of the Company. Notwithstanding anything to the contrary contained in
the Plan, awards covered or to be covered under a registration statement on Form
S-8 may be made under the Plan only if (a) they are made to natural persons, (b)
who provide bona fide services to the Company or its Subsidiaries, and (c) the
services are not in connection with the offer and sale of securities in a
capital-raising transaction, and do not directly or indirectly promote or
maintain a market for the Company’s securities.

    


    5.           Stock
Options.

    


    5.1           Grant and Exercise.
Any Stock Option granted under the Plan shall contain such terms, not
inconsistent with this Plan as the Committee may from time to time approve. The
Committee shall have the authority to grant Stock Options alone or in addition
to other awards granted under the Plan.

    


    5.2           Terms and Conditions.
Stock Options granted under the Plan shall be subject to the following terms and
conditions:

    


    (a)           Option Term. The term
of each Stock Option shall be fixed by the Committee.

    


    (b)           Exercise Price. The
exercise price per share of Common Stock purchasable under a Stock Option shall
be determined by the Committee at the time of grant and may not be less than
100% of the Fair Market Value on the day of grant

    (c)           Exercisability. Stock
Options shall be exercisable at such time or times and subject to such terms and
conditions as shall be determined by the Committee and as set forth in Section
10 below. If the Committee provides, in its discretion, that any Stock Option is
exercisable only in installments, i.e., that it vests over time, the Committee
may waive such installment exercise provisions at any time at or after the time
of grant in whole or in part, based upon such factors as the Committee shall
determine.

    


    



    
      
         


      

      
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    (d)           Method of Exercise.
Subject to whatever installment, exercise and waiting period provisions are
applicable in a particular case, Stock Options may be exercised in whole or in
part at any time during the term of the Option, by giving written notice of
exercise to the Company specifying the number of shares of Common Stock to be
purchased. Such notice shall be accompanied by payment in full of the purchase
price, which shall be in cash or, if provided in the Agreement, either in shares
of Common Stock (including Restricted Stock and other contingent awards under
this Plan) or partly in cash and partly in such Common Stock, or such other
means which the Committee determines are consistent with the Plan’s purpose and
applicable law. Cash payments shall be made by wire transfer, certified or bank
check or personal check, in each case payable to the order of the Company; provided, however, that the
Company shall not be required to deliver certificates for shares of Common Stock
with respect to which an Option is exercised until the Company has confirmed the
receipt of good and available funds in payment of the purchase price thereof.
Payments in the form of Common Stock shall be valued at the Fair Market Value on
the date prior to the date of exercise. Such payments shall be made by delivery
of stock certificates in negotiable form that are effective to transfer good and
valid title thereto to the Company, free of any liens or encumbrances. Subject
to the terms of the Agreement, the Committee may, in its sole discretion, at the
request of the Holder, deliver upon the exercise of a Stock Option a combination
of shares of Deferred Stock and Common Stock; provided that, notwithstanding the
provisions of Section 8 of the Plan, such Deferred Stock shall be fully vested
and not subject to forfeiture. A Holder shall have none of the rights of a
stockholder with respect to the shares subject to the Option until such shares
shall be transferred to the Holder upon the exercise of the Option. Subject to
the provisions of applicable law, including restrictions on the extension of
credit to officers and directors of the Company, the Committee shall be
empowered to determine the types of consideration to be paid upon exercise of
awards under the Plan (including without limitation by a Holder’s conversion of
deferred salary or other indebtedness of the Company to the Holder), such as
services, property or other securities of the Company

    


    (e)           Transferability.
Except as may be set forth in the Agreement, no Stock Option shall be
transferable by the Holder other than by will or by the laws of descent and
distribution, and all Stock Options shall be exercisable, during the Holder’s
lifetime, only by the Holder (or, to the extent of legal incapacity or
incompetency, the Holder’s guardian or legal representative).

    


    (f)           Termination by Reason of
Death. If a Holder’s employment by the Company or a Subsidiary terminates
by reason of death, any Stock Option held by such Holder, unless otherwise
determined by the Committee at the time of grant and set forth in the Agreement,
shall thereupon automatically terminate, except that the portion of such Stock
Option that has vested on the date of death may thereafter be exercised by the
legal representative of the estate or by the legatee of the Holder under the
will of the Holder, for a period of one year (or such other greater or lesser
period as the Committee may specify at grant) from the date of such death or
until the expiration of the stated term of such Stock Option, whichever period
is the shorter.

    


    (g)           Termination by Reason of
Disability. If a Holder’s employment by the Company or any Subsidiary
terminates by reason of Disability, any Stock Option held by such Holder, unless
otherwise determined by the Committee at the time of grant and set forth in the
Agreement, shall thereupon automatically terminate, except that the portion of
such Stock Option that has vested on the date of termination may thereafter be
exercised by the Holder for a period of one year (or such other greater or
lesser period as the Committee may specify at the time of grant) from the date
of such termination of employment or until the expiration of the stated term of
such Stock Option, whichever period is the shorter.

    


    



    
      
         


      

      
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    (h)           Other Termination.
Subject to the provisions of Section 13.3 below, and unless otherwise determined
by the Committee at the time of grant and set forth in the Agreement, if a
Holder’s employment by the Company or any Subsidiary terminates for any reason
other than death or Disability, the Stock Option shall thereupon automatically
terminate, except that if the Holder’s employment is terminated by the Company
or a Subsidiary without cause or due to Normal Retirement, then the portion of
such Stock Option that has vested on the date of termination of employment may
be exercised for the lesser of three months after termination of
employment  or the balance of such Stock Option’s term.

    


    (i)           Buyout and Settlement
Provisions. The Committee may at any time, in its sole discretion, offer
to repurchase a Stock Option previously granted, based upon such terms and
conditions as the Committee shall establish and communicate to the Holder at the
time that such offer is made.

    


    5.3           Stock Reload Option.
If a Holder tenders shares of Common Stock to pay the exercise price of a Stock
Option (“Underlying Option”), and/or arranges to have a portion of the shares
otherwise issuable upon exercise withheld to pay the applicable withholding
taxes, the Holder may receive, at the discretion of the Committee, a new Stock
Reload Option to purchase that number of shares of Common Stock equal to the
number of shares tendered to pay the exercise price and the withholding taxes (
but only if such shares were held by the Holder for at least six months). Stock
Reload Options may be any type of option permitted under the Code and will be
granted subject to such terms, conditions, restrictions and limitations as may
be determined by the Committee, from time to time. Such Stock Reload Option
shall have an exercise price equal to the Fair Market Value as of the date of
exercise of the Underlying Option. Unless the Committee determines otherwise, a
Stock Reload Option may be exercised commencing one year after it is granted and
shall expire on the date of expiration of the Underlying Option to which the
Reload Option is related.

    


    6.           Stock
Appreciation Rights.

    


    6.1           Grant and Exercise.
The Committee may grant Stock Appreciation Rights to participants who have been,
or are being granted, Stock Options under the Plan as a means of allowing such
participants to exercise their Stock Options without the need to pay the
exercise price in cash.  Stock Appreciation Right may be granted
either at or after the time of the grant of a Stock Option.

    


    6.2           Terms and Conditions.
Stock Appreciation Rights shall be subject to the following terms and
conditions:

    


    (a)           Exercisability. Stock
Appreciation Rights shall be exercisable as shall be determined by the Committee
and set forth in the Agreement, subject to the limitations, if any, imposed by
the Code, with respect to related Incentive Stock Options;

    


    (b)           Termination. A Stock
Appreciation Right shall terminate and shall no longer be exercisable upon the
termination or exercise of the related Stock Option;

    


    (c)           Method of Exercise.
Stock Appreciation Rights shall be exercisable upon such terms and conditions as
shall be determined by the Committee and set forth in the Agreement and by
surrendering the applicable portion of the related Stock Option. Upon such
exercise and surrender, the Holder shall be entitled to receive a number of
shares of Common Stock equal to the SAR Value divided by the Fair Market Value
on the date the Stock Appreciation Right is exercised; and

    


    



    
      
         


      

      
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    (d)           Shares Affected Upon
Plan. The granting of a Stock Appreciation Right shall not affect the
number of shares of Common Stock available under for awards under the Plan. The
number of shares available for awards under the Plan will, however, be reduced
by the number of shares of Common Stock acquirable upon exercise of the Stock
Option to which such Stock Appreciation Right relates.

    


    7.           Restricted
Stock.

    


    7.1           Grant. Shares of
Restricted Stock may be awarded either alone or in addition to other awards
granted under the Plan. The Committee shall determine the eligible persons to
whom, and the time or times at which, grants of Restricted Stock will be
awarded, the number of shares to be awarded, the price (if any) to be paid by
the Holder, the time or times within which such awards may be subject to
forfeiture (“Restriction Period”), the vesting schedule and rights to
acceleration thereof, and all other terms and conditions of the
awards.

    


    7.2           Terms and Conditions.
Each Restricted Stock award shall be subject to the following terms and
conditions:

    


    (a)           Certificates.
Restricted Stock, when issued, will be represented by a stock certificate or
certificates registered in the name of the Holder to whom such Restricted Stock
shall have been awarded. During the Restriction Period, certificates
representing the Restricted Stock and any securities constituting Retained
Distributions (as defined below) shall bear a legend to the effect that
ownership of the Restricted Stock (and such Retained Distributions), and the
enjoyment of all rights appurtenant thereto, are subject to the restrictions,
terms and conditions provided in the Plan and the Agreement. Such certificates
shall be deposited by the Holder with the Company, together with stock powers or
other instruments of assignment, each endorsed in blank, which will permit
transfer to the Company of all or any portion of the Restricted Stock and any
securities constituting Retained Distributions that shall be forfeited or that
shall not become vested in accordance with the Plan and the
Agreement.

    


    (b)           Rights of Holder.
Restricted Stock shall constitute issued and outstanding shares of Common Stock
for all corporate purposes. The Holder will have the right to vote such
Restricted Stock, to receive and retain all regular cash dividends and other
cash equivalent distributions as the Board may in its sole discretion designate,
pay or distribute on such Restricted Stock and to exercise all other rights,
powers and privileges of a holder of Common Stock with respect to such
Restricted Stock, with the exceptions that (i) the Holder will not be entitled
to delivery of the stock certificate or certificates representing such
Restricted Stock until the Restriction Period shall have expired and unless all
other vesting requirements with respect thereto shall have been fulfilled; (ii)
the Company will retain custody of the stock certificate or certificates
representing the Restricted Stock during the Restriction Period; (iii) other
than regular cash dividends and other cash equivalent distributions as the Board
may in its sole discretion designate, pay or distribute, the Company will retain
custody of all distributions (“Retained Distributions”) made or declared with
respect to the Restricted Stock (and such Retained Distributions will be subject
to the same restrictions, terms and conditions as are applicable to the
Restricted Stock) until such time, if ever, as the Restricted Stock with respect
to which such Retained Distributions shall have been made, paid or declared
shall have become vested and with respect to which the Restriction Period shall
have expired; (iv) a breach of any of the restrictions, terms or conditions
contained in this Plan or the Agreement or otherwise established by the
Committee with respect to any Restricted Stock or Retained Distributions will
cause a forfeiture of such Restricted Stock and any Retained Distributions with
respect thereto.

    


    



    
      
         


      

      
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    (c)           Vesting; Forfeiture.
Upon the expiration of the Restriction Period with respect to each award of
Restricted Stock and the satisfaction of any other applicable restrictions,
terms and conditions (i) all or part of such Restricted Stock shall become
vested in accordance with the terms of the Agreement, subject to Section 10
below, and (ii) any Retained Distributions with respect to such Restricted Stock
shall become vested to the extent that the Restricted Stock related thereto
shall have become vested, subject to Section 10 below. Any such Restricted Stock
and Retained Distributions that do not vest shall be forfeited to the Company
and the Holder shall not thereafter have any rights with respect to such
Restricted Stock and Retained Distributions that shall have been so
forfeited.

    


    8.           Deferred
Stock.

    


    8.1           Grant. Shares of
Deferred Stock may be awarded either alone or in addition to other awards
granted under the Plan. The Committee shall determine the eligible persons to
whom and the time or times at which grants of Deferred Stock will be awarded,
the number of shares of Deferred Stock to be awarded to any person, the duration
of the period (“Deferral Period”) during which, and the conditions under which,
receipt of the shares will be deferred, and all the other terms and conditions
of the awards.

    


    8.2           Terms and Conditions.
Each Deferred Stock award shall be subject to the following terms and
conditions:

    


    (a)           Certificates. At the
expiration of the Deferral Period (or the Additional Deferral Period referred to
in Section 8.2 (d) below, where applicable), share certificates shall be issued
and delivered to the Holder, or his legal representative, representing the
number equal to the shares covered by the Deferred Stock award.

    


    (b)           Rights of Holder. A
person entitled to receive Deferred Stock shall not have any rights of a
stockholder by virtue of such award until the expiration of the applicable
Deferral Period and the issuance and delivery of the certificates representing
such Common Stock. The shares of Common Stock issuable upon expiration of the
Deferral Period shall not be deemed outstanding by the Company until the
expiration of such Deferral Period and the issuance and delivery of such Common
Stock to the Holder.

    


    (c)           Vesting; Forfeiture.
Upon the expiration of the Deferral Period with respect to each award of
Deferred Stock and the satisfaction of any other applicable restrictions, terms
and conditions all or part of such Deferred Stock shall become vested in
accordance with the terms of the Agreement, subject to Section 10 below. Any
such Deferred Stock that does not vest shall be forfeited to the Company and the
Holder shall not thereafter have any rights with respect to such Deferred
Stock.

    


    (d)           Additional Deferral
Period. A Holder may request to, and the Committee may at any time, defer
the receipt of an award (or an installment of an award) for an additional
specified period or until a specified event (“Additional Deferral Period”).
Subject to any exceptions adopted by the Committee, such request must generally
be made at least one year prior to expiration of the Deferral Period for such
Deferred Stock award (or such installment).

    



    
      
         


      

      
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    9.           Other
Stock—Based Awards.

    


    Other Stock—Based Awards may be
awarded, subject to limitations under applicable law, that are denominated or
payable in, valued in whole or in part by reference to, or otherwise based on,
or related to, shares of Common Stock, as deemed by the Committee to be
consistent with the purposes of the Plan, including, without limitation,
purchase rights, shares of Common Stock awarded which are not subject to any
restrictions or conditions, convertible or exchangeable debentures, or other
rights convertible into shares of Common Stock and awards valued by reference to
the value of securities of or the performance of specified Subsidiaries. Other
Stock—Based Awards may be awarded either alone or in addition to or in tandem
with any other awards under this Plan or any other plan of the Company. Each
other Stock-Based Award shall be subject to such terms and conditions as may be
determined by the Committee.

    


    10.           Accelerated
Vesting and Exercisability.

    


    10.1           Non-Approved
Transactions. If any “person” (as such term is used in Sections 13(d) and
14(d) of the Exchange Act), is or becomes the “beneficial owner” (as referred in
Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the
Company representing 10% or more of the combined voting power of the Company’s
then outstanding securities in one or more transactions, and the Board does not
authorize or otherwise approve such acquisition, then the vesting periods of any
and all Stock Options and other awards granted and outstanding under the Plan
shall be accelerated and all such Stock Options and awards will immediately and
entirely vest, and the respective holders thereof will have the immediate right
to purchase and/or receive any and all Common Stock subject to such Stock
Options and awards on the terms set forth in this Plan and the respective
agreements respecting such Stock Options and awards.

    


    10.2           Approved
Transactions. The Committee may, in the event of an acquisition of
substantially all of the Company’s assets or at least 50% of the combined voting
power of the Company’s then outstanding securities in one or more transactions
(including by way of merger or reorganization) which has been approved by the
Company’s Board of Directors, (i) accelerate the vesting of any and all Stock
Options and other awards granted and outstanding under the Plan, and (ii)
require a Holder of any award granted under this Plan to relinquish such award
to the Company upon the tender by the Company to Holder of cash in an amount
equal to the Repurchase Value of such award.

    


    11.           Amendment
and Termination.

    


    The Board may at any time, and from
time to time, amend alter, suspend or discontinue any of the provisions of the
Plan, but no amendment, alteration, suspension or discontinuance shall be made
that would impair the rights of a Holder under any Agreement theretofore entered
into hereunder, without the Holder’s consent.

    


    12.           Term
of Plan.

    


    12.1           Effective Date. The
Plan shall become effective at such time as the Plan is approved and adopted by
the Company’s Board of Directors.

    



    
      
         


      

      
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    13.           General
Provisions.

    


    13.1           Written Agreements.
Each award granted under the Plan shall be confirmed by, and shall be subject to
the terms, of the Agreement executed by the Company and the Holder. The
Committee may terminate any award made under the Plan if the Agreement relating
thereto is not executed and returned to the Company within 10 days after the
Agreement has been delivered to the Holder for his or her
execution.

    


    13.2           Unfunded Status of
Plan. The Plan is intended to constitute an “unfunded” plan for incentive
and deferred compensation. With respect to any payments not yet made to a Holder
by the Company, nothing contained herein shall give any such Holder any rights
that are greater than those of a general creditor of the Company.

    


    13.3           Employees.

    


    (a)           Engaging in Competition With
the Company; Disclosure of Confidential Information. If a Holder’s
employment with the Company or a Subsidiary is terminated for any reason
whatsoever, and within three months after the date thereof such Holder either
(i) accepts employment with any competitor of, or otherwise engages in
competition with, the Company or (ii) discloses to anyone outside the Company or
uses any confidential information or material of the Company in violation of the
Company’s policies or any agreement between the Holder and the Company, the
Committee, in its sole discretion, may require such Holder to return to the
Company the economic value of any award that was realized or obtained by such
Holder at any time during the period beginning on that date that is six months
prior to the date such Holder’s employment with the Company is
terminated.

    


    (b)           Termination for
Cause. The Committee may, if a Holder’s employment with the Company or a
Subsidiary is terminated for cause, annul any award granted under this Plan to
such employee and, in such event, the Committee, in its sole discretion, may
require such Holder to return to the Company the economic value of any award
that was realized or obtained by such Holder at any time during the period
beginning on that date that is six months prior to the date such Holder’s
employment with the Company is terminated.

    


    (c)           No Right of
Employment. Nothing contained in the Plan or in any award hereunder shall
be deemed to confer upon any Holder who is an employee of the Company or any
Subsidiary any right to continued employment with the Company or any Subsidiary,
nor shall it interfere in any way with the right of the Company or any
Subsidiary to terminate the employment of any Holder who is an employee at any
time.

    


    13.4           Investment Representations;
Company Policy. The Committee may require each person acquiring shares of
Common Stock pursuant to a Stock Option or other award under the Plan to
represent to and agree with the Company in writing that the Holder is acquiring
the shares for investment without a view to distribution thereof. Each person
acquiring shares of Common Stock pursuant to a Stock Option or other award under
the Plan shall be required to abide by all policies of the Company in effect at
the time of such acquisition and thereafter with respect to the ownership and
trading of the Company’s securities.

    


    



    
      
         


      

      
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    13.5           Additional Incentive
Arrangements. Nothing contained in the Plan shall prevent the Board from
adopting such other or additional incentive arrangements as it may deem
desirable, including, but not limited to, the granting of Stock Options and the
awarding of Common Stock and cash otherwise than under the Plan; and such
arrangements may be either generally applicable or applicable only in specific
cases.

    


    13.6           Withholding Taxes.
Not later than the date as of which an amount must first be included in the
gross income of the Holder for Federal income tax purposes with respect to any
option or other award under the Plan, the Holder shall pay to the Company, or
make arrangements satisfactory to the Committee regarding the payment of, any
Federal, state and local taxes of any kind required by law to be withheld or
paid with respect to such amount. If permitted by the Committee, tax withholding
or payment obligations may be settled with Common Stock, including Common Stock
that is part of the award that gives rise to the withholding requirement. The
obligations of the Company under the Plan shall be conditioned upon such payment
or arrangements and the Company or the Holder’s employer (if not the Company)
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 Holder from the Company or any
Subsidiary.

    


    13.7           Governing Law. The
Plan and all awards made and actions taken thereunder shall be governed by and
construed in accordance with the laws of the State of Nevada.

    


    13.8           Other Benefit Plans.
Any award granted under the Plan shall not be deemed compensation for purposes
of computing benefits under any retirement plan of the Company or any Subsidiary
and shall not affect any benefits under any other benefit plan now or
subsequently in effect under which the availability or amount of benefits is
related to the level of compensation (unless required by specific reference in
any such other plan to awards under this Plan).

    


    13.9           Non-Transferability.
Except as otherwise expressly provided in the Plan or the Agreement, no right or
benefit under the Plan may be alienated, sold, assigned, hypothecated, pledged,
exchanged, transferred, encumbranced or charged, and any attempt to alienate,
sell, assign, hypothecate, pledge, exchange, transfer, encumber or charge the
same shall be void.

    


    13.10           Applicable Laws. The
obligations of the Company with respect to all Stock Options and awards under
the Plan shall be subject to (i) all applicable laws, rules and regulations and
such approvals by any governmental agencies as may be required, including,
without limitation, the Securities Act of 1933, as amended, and (ii) the rules
and regulations of any securities exchange on which the Common Stock may be
listed.

    


    13.11           Conflicts.  If
any of the terms or provisions of the Plan or an Agreement conflict with the
requirements of Section 422 of the Code, then such terms or provisions shall be
deemed inoperative to the extent they so conflict with such requirements.
Additionally, if this Plan or any Agreement does not contain any provision
required to be included herein under Section 422 of the Code, such provision
shall be deemed to be incorporated herein and therein with the same force and
effect as if such provision had been set out at length herein and therein. If
any of the terms or provisions of any Agreement conflict with any terms or
provisions of the Plan, then such terms or provisions shall be deemed
inoperative to the extent they so conflict with the requirements of the Plan.
Additionally, if any Agreement does not contain any provision required to be
included therein under the Plan, such provision shall be deemed to be
incorporated therein with the same force and effect as if such provision had
been set out at length therein.

    


    



    
      
         


      

      
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    13.12           Non-Registered Stock.
The shares of Common Stock to be distributed under this Plan have not been, as
of the Effective Date, registered under the Securities Act of 1933, as amended,
or any applicable state or foreign securities laws and the Company has no
obligation to any Holder to register the Common Stock or to assist the Holder in
obtaining an exemption from the various registration requirements, or to list
the Common Stock on a national securities exchange or any other trading or
quotation system.


    
      
         


      

      
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    PLAN
AMENDMENTS

    


    
      	
              Dated
      Approved by Board

            	
              Date
      Approved by Stockholders, if necessary

            	
              Sections
      Amended

            	
              Description
      of Amendment