fs8ex4i_chinadigital.htm


    
      Exhibit
4.1

      CHINA
DIGITAL COMMUNICATION GROUP

      2009
EQUITY INCENTIVE PLAN

      


      1.    NAME.

      


      The name
of the plan is "CHINA DIGITIAL COMMUNICATION GROUP 2009 EQUITY INCENTIVE
PLAN."

      


      2.    PURPOSE.

      


      The
purpose of this Plan is to provide incentives to attract, retain and motivate
eligible persons whose presence and potential contributions are important to the
success of the Company, and Subsidiaries (if any), by offering them an
opportunity to participate in the Company's future performance through awards of
Options, Restricted Stock and Stock Awards. Capitalized terms not defined in the
text are defined in Section 3.

      


      3.    DEFINITIONS.

      


      As used
in this Plan, the following terms will have the following meanings:

      


      "AWARD"
means any award under this Plan, including any Option, Restricted Stock or Stock
Award.

      


      "AWARD
AGREEMENT" means, with respect to each Award, the signed written agreement
between the Company and the Participant setting forth the terms and conditions
of the Award.

      


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

      


      "CAUSE"
means any cause, as defined by applicable law, for the termination of a
Participant's employment with the Company or Subsidiary of the
Company.

      


      "CODE"
means the Internal Revenue Code of 1986, as amended.

      


      "COMMITTEE"
means the Board of Directors.

      


      "COMPANY"
means CHINA DIGITAL COMMUNICATION GROUP, a Nevada corporation, or any successor
corporation.

      


      "DISABILITY"
means a disability, whether temporary or permanent, partial or total, as
determined by the Committee.

      


      "EXCHANGE
ACT" means the Securities Exchange Act of 1934, as amended.

      


      "EXERCISE
PRICE" means the price at which a holder of an Option may purchase the Shares
issuable upon exercise of the Option.

      


      "FAIR
MARKET VALUE" means, as of any date, the value of a share of the Company's
Common Stock determined as follows:

      


                 (a)
if such  Common  Stock
is  publicly  traded  and is
then  listed  on a national securities
exchange,  its closing price on the date of determination on the
principal national  securities  exchange on which the Common
Stock is listed or admitted to trading as reported in The Wall Street
Journal;

       

      
        
           

        

        
          
          

          
            

          

        

        
           

        

      

      
 

                 (b)
if such Common Stock is quoted on the NASDAQ National  Market, its
closing  price on the NASDAQ  National  Market on
the date of determination as reported in The Wall Street Journal;

      


                 (c)
if such Common Stock is publicly  traded but is not listed or admitted
to trading on a national securities exchange, the average of the closing bid and
asked  prices  on the date
of  determination  as  reported  in
The  Wall  Street Journal;

      


                 (d)
the price per share at which shares of the Company's Common Stock are initially
offered for sale to the public by the Company's underwriters in the initial
public offering of the Company's Common Stock pursuant to a registration
statement filed with the SEC under the Securities Act if the Award is made on
the effective date of such registration statement; or

      


                 (e)
if none of the  foregoing  is  applicable, by the
Committee in good faith.

      


      "INSIDER"
means an officer or director of the Company or any other person whose
transactions in the Company's Common Stock are subject to Section 16 of the
Exchange Act.

      


      "OPTION"
means an award of an option to purchase Shares pursuant to Section
7.

      


      "PARENT"
means any corporation (other than the Company) in an unbroken chain of
corporations ending with the Company if each of such corporations other than the
company owns stock possessing 50% or more of the total combined voting power of
all classes of stock in one of the other corporations in such
chain.

      


      "PARTICIPANT"
means a person who receives an Award under this Plan.

      


      "PERFORMANCE
FACTORS" means the factors selected by the Committee, in its sole and absolute
discretion, from among the following measures to determine whether the
performance goals applicable to Awards have been satisfied:

      


                 (a)   Net
revenue and/or net revenue growth;

      


                 (b)   Earnings
before income taxes and amortization and/or earnings before income taxes
andamortization
growth;

      


                 (c)   Operating
income and/or operating income growth;

      


                 (d)   Net
income and/or net income growth;

      


                 (e)   Earnings
per share and/or earnings per share growth;

      


                 (f)   Total
stockholder return and/or total stockholder return growth;

      


                 (g)   Return
on equity;

      


                 (h)   Operating
cash flow return on income;

      


                 (i)   Adjusted
operating cash flow return on income;

      


                 (j)   Economic
value added; and

      


                 (k)   Individual
business objectives.

       

      
        
           

        

        
          2

          
            

          

        

        
           

        

      

       

      "PERFORMANCE
PERIOD" means the period of service determined by the Committee, not to exceed
five years, during which years of service or performance is to be measured for
Restricted Stock Awards or Stock Awards.

      


      "PLAN"
means this CHINA DIGITAL COMMUNICATION GROUP 2009 Equity Incentive Plan, as
amended from time to time.

      


      "RESTRICTED
STOCK AWARD" means an award of Shares pursuant to Section 8.

      


      "SEC"
means the U.S. Securities and Exchange Commission.

      


      "SECURITIES
ACT" means the Securities Act of 1933, as amended.

      


      "SHARES"
means shares of the Company's Common Stock reserved for issuance under this
Plan, as adjusted pursuant to Sections 4 and 19, and any successor
security.

      


      "STOCK
AWARD" means an award of Shares, or cash in lieu of Shares, pursuant to Section
9.

      


      "SUBSIDIARY"
means any corporation (other than the Company) in an unbroken chain of
corporations beginning with the Company if each of the corporations other than
the last corporation in the unbroken chain owns stock possessing 50% or more of
the total combined voting power of all classes of stock in one of the other
corporations in such chain.

      


      "TERMINATION"
or "TERMINATED" means, for purposes of this Plan with respect to a Participant,
that the Participant has for any reason ceased to provide services as an
employee, officer, director, consultant, independent contractor, or advisor to
the Company or a Parent or Subsidiary of the Company. An employee will not be
deemed to have ceased to provide services in the case of (i) sick leave, (ii)
military leave, or (iii) any other leave of absence approved by the Company,
provided that such leave is for a period of not more than 90 days, unless
reemployment upon the expiration of such leave is guaranteed by contract or
statute or unless provided otherwise pursuant to a formal policy adopted from
time to time by the Company and issued and promulgated to employees in
writing.  In the case of any employee on an approved leave of absence,
the Committee may make such provisions respecting suspension of vesting of the
Award while on leave from the employ of the Company or a Subsidiary as it may
deem appropriate, except that in no event may an Option be exercised after the
expiration of the term set forth in the Option agreement.

      


      The
Committee will have sole discretion to determine whether a Participant has
ceased to provide services and the effective date on which the Participant
ceased to provide services (the "Termination Date").

      


      4.    SHARES
SUBJECT TO THE PLAN.

      


                 4.1
Number of Shares Available. Subject to Sections 4.2 and 19, the total aggregate
number of Shares initially reserved and available for grant and issuance
pursuant to this Plan will be 1,000,000 Shares and will include Shares that are
subject to: (a) issuance upon exercise of an Option but cease to be subject to
such Option for any reason other than exercise of such Option; (b) an Award
granted hereunder but forfeited or repurchased by the Company at the original
issue price; and (c) an Award that otherwise terminates without Shares being
issued. At all times the Company shall reserve and keep available a sufficient
number of Shares as shall be required to satisfy the requirements of all
outstanding Options granted under this Plan and all other outstanding but
unvested Awards granted under this Plan.

       

      
        
           

        

        
          3

          
            

          

        

        
           

        

      

      
 

                 4.2
Adjustment of Shares. In the event that the number of outstanding shares is
changed by a stock dividend, recapitalization, stock split, reverse stock split,
subdivision, combination, reclassification or similar change in the capital
structure of the Company without consideration, then (a) the number of Shares
reserved for issuance under this Plan, (b) the Exercise Prices of and number of
Shares subject to outstanding Options, and (c) the number of Shares subject to
other outstanding Awards will be proportionately adjusted, subject to
any
required action by the Board or the stockholders of the Company and compliance
with applicable securities laws; provided, however, that fractions of a Share
will not be issued but will either be replaced by a cash payment equal to the
Fair Market Value of such fraction of a Share or will be rounded up to the
nearest whole Share, as determined by the Committee.

      


      5.    ELIGIBILITY.

      


      ISOs (as
defined in Section 7 below) may be granted only to employees (including officers
and directors who are also employees) of the Company or of a Parent or
Subsidiary of the Company. All other Awards may be granted to employees,
officers, directors, consultants, independent contractors and advisors of the
Company or any Parent or Subsidiary of the Company, provided such consultants,
contractors and advisors render bona fide services not in connection with the
offer and sale of securities in a capital-raising transaction and do not
directly promote or maintain a market for the Company’s securities. A person may
be granted more than one Award under this Plan.

      


      6.    ADMINISTRATION.

      


                 6.1
Committee Authority. This Plan will be administered by the Committee or by the
Board acting as the Committee. Subject to the general purposes, terms and
conditions of this Plan, and to the direction of the Board, the Committee will
have full power to implement and carry out this Plan. Without limitation, the
Committee will have the authority to:

      


                  6.1.1
construe and interpret this Plan, any Award Agreement and any other agreement or
document executed pursuant to this Plan;

      


                  6.1.2
prescribe, amend and rescind rules and regulations relating to this Plan or any
Award;

      


                  6.1.3
select persons to receive Awards;

      


                  6.1.4
determine the form and terms of Awards;

      


                  6.1.5
determine the number of Shares or other consideration subject to
Awards;

      


                  6.1.6
determine whether Awards will be granted singly, in combination with, in tandem
with, in replacement of, or as alternatives to, other Awards under this Plan or
any other incentive or compensation plan of the Company or any Parent or
Subsidiary of the Company;

      


                  6.1.7
grant waivers of Plan or Award conditions;

      


                  6.1.8
determine the vesting, exercisability and payment of Awards;

      


                  6.1.9
correct any defect, supply any omission or reconcile any inconsistency in this
Plan, any Award or any Award Agreement;

      


                  6.1.10
determine whether an Award has been earned; and

       

      
        
           

        

        
          4

          
            

          

        

        
           

        

      

       

                  6.1.11
make all other determinations necessary or advisable for the administration of
this Plan.

       

            6.2
Committee Discretion. Any determination made by the Committee with respect to
any Award will be made at the time of grant of the Award or, unless in
contravention of any express term of this Plan or Award, at any later time, and
such determination will be final and binding on the Company and on all persons
having an interest in any Award under this Plan. The Committee may delegate to
one or more officers of the Company the authority to grant an Award under this
Plan to Participants who are not Insiders of the Company.

      


      7.    OPTIONS.

      


      The
Committee may grant Options to eligible persons and will determine whether such
Options will be Incentive Stock Options within the meaning of the Code ("ISO")
or Nonqualified Stock Options ("NQSOs"), the number of Shares subject to the
Option, the Exercise Price of the Option, the period during which the
option

      may be
exercised, and all other terms and conditions of the Option, subject to the
following:

      


            7.1
Form of Option Grant. Each Option granted under this Plan will be evidenced by
an Award Agreement which will expressly identify the Option as an ISO or an NQSO
(hereinafter referred to as the "Stock Option Agreement"), and will be in such
form and contain such provisions (which need not be the same for each
Participant) as the Committee may from time to time approve, and which will
comply with and be subject to the terms and conditions of this
Plan.

      


            7.2
Date of Grant. The date of grant of an Option will be the date on which the
Committee makes the determination to grant such Option, unless otherwise
specified by the Committee. The Stock Option Agreement and a copy of this Plan
will be delivered to the Participant within a reasonable time after the granting
of the Option.

      


            7.3
Exercise Period. Options may be exercisable within the times or upon the events
determined by the Committee as set forth in the Stock Option Agreement governing
such Option; provided, however, that no Option will be exercisable after the
expiration of ten (10) years from the date the Option is granted; and provided
further that no ISO granted to a person who directly or by attribution owns more
than ten percent (10%) of the total combined voting power of all classes of
stock of the Company or of any Parent or Subsidiary of the Company ("Ten Percent
Stockholder") will be exercisable after the expiration of five (5) years from
the date the ISO is granted. The Committee also may provide for Options to
become exercisable at one time or from time to time, periodically or otherwise,
in such number of Shares or percentage of Shares as the Committee determines,
provided, however, that in all events a Participant will be entitled to exercise
an Option at the rate of at least 20% per year over five years from the date of
grant, subject to reasonable conditions such as continued employment; and
further provided that an Option granted to a Participant who is an officer,
director or consultant may become fully exercisable, subject to reasonable
conditions such as continued employment, at any time or during any period
established by the Company.

      


            7.4
Exercise Price. The Exercise Price of an Option will be determined by the
Committee when the Option is granted and may be not less than 85% of the Fair
Market Value of the Shares on the date of grant; provided that: (a) the Exercise
Price of an ISO will be not less than 100% of the Fair Market Value of the
Shares on the date of grant; and (b) the Exercise Price of an Option granted to
a Ten Percent Stockholder will not be less than 110% of the Fair Market Value of
the Shares on the date of grant. Payment for the Shares purchased may be made in
accordance with Section 10 of this Plan.

       

      
        
           

        

        
          5

          
            

          

        

        
           

        

      

       

            7.5
Method of Exercise. Options may be exercised only by delivery to the Company of
a written stock option exercise agreement (the "Exercise Agreement") in a form
approved by the Committee, (which need not be the same for each Participant),
stating the number of Shares being purchased, the restrictions imposed on the
Shares purchased under such Exercise Agreement, if any, and such representations
and agreements regarding the Participant's investment intent and access to
information and other matters, if any, as may be required or desirable by the
Company to comply with applicable securities laws, together with payment in full
of the Exercise Price for the number of Shares being purchased.

      


            7.6
Termination. Notwithstanding the exercise periods set forth in the Stock Option
Agreement, exercise of an Option will always be subject to the
following:

      


                  7.6.1
If the Participant's service is Terminated for any reason except death or
Disability, then the Participant may exercise such Participant's Options only to
the extent that such Options would have been exercisable upon the Termination
Date no later than three (3) months after the Termination Date (or such longer
time period not exceeding five (5) years as may be determined by the Committee,
with any exercise beyond three (3) months after the Termination Date deemed to
be an NQSO).

      


                  7.6.2
If the Participant's service is Terminated because of the Participant's death or
Disability (or the Participant dies within three (3) months after a Termination
other than for Cause or because of Participant's Disability),
then the Participant's Options may be exercised only to the extent that such
Options would have been exercisable by the Participant on the Termination Date
and must be exercised by the Participant (or the Participant's legal
representative) no later than twelve (12) months after the Termination Date (or
such longer time period not exceeding five (5) years as may be determined by the
Committee, with any such exercise beyond (i) three (3) months after the
Termination Date when the Termination is for any reason other than the
Participant's
death or Disability, or (ii) twelve (12) months after the Termination Date when
the Termination is for Participant's death or Disability, deemed to be an
NQSO).

      


                  7.6.3
Notwithstanding the provisions in paragraph 7.6(a) above, if the Participant's
service is Terminated for Cause, neither the Participant, the Participant's
estate nor such other person who may then hold the Option shall be entitled to
exercise any Option with respect to any Shares whatsoever, after Termination,
whether or not after Termination the Participant may receive payment from the
Company or a Subsidiary for vacation pay, for services rendered prior to
Termination, for services rendered for the day on which Termination occurs, for
salary in lieu of notice, or for any other benefits. For the purpose of this
paragraph, Termination shall be deemed to occur on the date when the Company
dispatches notice or advice to the Participant that his service is

      Terminated.

      


            7.7
Limitations on Exercise. The Committee may specify a reasonable minimum number
of Shares that may be purchased on any exercise of an Option, provided that such
minimum number will not prevent the Participant from exercising the Option for
the full number of Shares for which it is then exercisable.

      


            7.8
Limitations on ISO. The aggregate Fair Market Value (determined as of the date
of grant) of Shares with respect to which ISO are exercisable for the first time
by a Participant during any calendar year (under this Plan or under any other
incentive stock option plan of the Company, Parent or Subsidiary of the Company)
will not exceed $100,000. If the Fair Market Value of Shares on the date of
grant with respect to which ISO are exercisable for the first time by a
Participant during any calendar year exceeds $100,000, then the Options for the
first $100,000 worth of Shares to become exercisable in such calendar year will
be ISO and the Options for the amount in excess of $100,000 that become
exercisable in that calendar year will be NQSOs. In the event that the Code or
the regulations promulgated thereunder are amended after the Effective Date of
this Plan to provide for a different limit on the Fair Market Value of Shares
permitted to be subject to ISO, such different limit will be automatically
incorporated herein and will apply to any Options granted after the effective
date of such amendment.

       

      
        
           

        

        
          6

          
            

          

        

        
           

        

      

      
 

            7.9
Modification, Extension or Renewal. The Committee may modify, extend or renew
outstanding Options and authorize the grant of new Options in substitution
therefore, provided that any such action may not, without the written consent of
a Participant, impair any of such Participant's rights under any Option
previously granted. Any outstanding ISO that is modified, extended, renewed or
otherwise altered will be treated in accordance with Section 424(h) of the Code.
The Committee may reduce the Exercise Price of outstanding Options without the
consent of Participants affected by a written notice to them; provided, however,
that the Exercise Price may not be reduced below the minimum Exercise Price that
would be permitted under Section 7.4 of this Plan for Options granted on the
date the action is taken to reduce the Exercise Price.

      


            7.10
No Disqualification. Notwithstanding any other provision in this Plan, no term
of this Plan relating to ISO will be interpreted, amended or altered, nor will
any discretion or authority granted under this Plan be exercised,
so as to disqualify this Plan under Section 422 of the Code or, without the
consent of the Participant affected, to disqualify any ISO under Section 422 of
the Code.

      


      8.    RESTRICTED
STOCK.

      


      A
Restricted Stock Award is an offer by the Company to sell to an eligible person
Shares that are subject to restrictions. The Committee will determine to whom an
offer will be made, the number of Shares the person may purchase, the price to
be paid (the "Purchase Price"), the restrictions to which the Shares will be
subject, and all other terms and conditions of the Restricted Stock Award,
subject to the following:

      


            8.1
Form of Restricted Stock Award. All purchases under a Restricted Stock Award
made pursuant to this Plan will be evidenced by an Award Agreement (the
"Restricted Stock Purchase Agreement") that will be in such form (which need not
be the same for each Participant) as the Committee will from time to time
approve, and will comply with and be subject to the terms and conditions of this
Plan. The offer of Restricted Stock will be accepted by the Participant's
execution and delivery of the Restricted Stock Purchase Agreement and full
payment
for the Shares to the Company within thirty (30) days from the date the
Restricted Stock Purchase Agreement is delivered to the person. If such person
does not execute and deliver the Restricted Stock Purchase Agreement along with
full payment for the Shares to the Company within thirty (30) days, then the
offer will terminate, unless otherwise extended by the Committee.

      


            8.2
Purchase Price. The Purchase Price of Shares sold pursuant to a Restricted Stock
Award will be determined by the Committee on the date the Restricted Stock Award
is granted and may not be less than 85% of the Fair Market Value of the Shares
on the grant date, except in the case of a sale to a Ten Percent Stockholder, in
which case the Purchase Price will be 100% of the Fair Market Value. Payment of
the Purchase Price must be made in accordance with Section 10 of this
Plan.

      


            8.3
Terms of Restricted Stock Awards. Restricted Stock Awards shall be subject to
such restrictions as the Committee may impose. These restrictions may be based
upon completion of a specified number of years of service with the Company or
upon completion of the performance goals as set out in advance in the
Participant's individual Restricted Stock Purchase Agreement. Restricted Stock
Awards may vary from Participant to Participant and between groups of
Participants. Prior to the grant of a Restricted Stock Award, the Committee
shall:
(a) determine the nature, length and starting date of any Performance Period for
the Restricted Stock Award; (b) select from among the Performance Factors to be
used to measure performance goals, if any; and (c) determine the number of
Shares that may be awarded to the Participant. Prior to the payment of any
Restricted Stock Award, the Committee shall determine the extent to which such
Restricted Stock Award has been earned. Performance Periods may overlap and
Participants may participate simultaneously with respect to Restricted Stock
Awards that are subject to different Performance Periods and have different
performance goals and other criteria.

       

      
        
           

        

        
          7

          
            

          

        

        
           

        

      

       

            8.4
Termination During Performance Period. If a Participant is Terminated during a
Performance Period for any reason, then such Participant will be entitled to
payment (whether in Shares, cash or otherwise) with respect to the Restricted
Stock Award only to the extent earned as of the date of Termination in
accordance with the Restricted Stock Purchase Agreement, unless the Committee
determines otherwise.

      


      9.    STOCK
AWARDS.

      


            9.1
Awards of Stock. A Stock Award is an award of Shares (which may consist of
Restricted Stock) for services rendered to, or to be rendered to, the Company or
any Parent or Subsidiary of the Company. A Stock Award will be awarded pursuant
to an Award Agreement (the "Stock Award Agreement") that will be in such form
(which need not be the same for each Participant) as the Committee will from
time to time approve, and will comply with and be subject to the terms and
conditions of this Plan. A Stock Award may be awarded upon satisfaction of such
performance goals as are set out in advance in the Participant's individual
Stock Award Agreement (the "Performance Stock Award Agreement") that will be in
such form (which need not be the same for each Participant) as the Committee
will from time to time approve, and will comply with and be subject to the terms
and conditions of this Plan. Stock Awards may vary from Participant to
Participant and between groups of Participants, and may be based upon the
achievement of the Company, Parent or Subsidiary and/or individual performance
factors or upon such other criteria as the Committee may determine.

      


            9.2
Terms of Stock Awards. The Committee will determine the number of Shares to be
awarded to the Participant. If the Stock Award is being earned upon the
satisfaction of performance goals pursuant to a Performance Stock Award
Agreement, then the Committee will: (a) determine the nature, length and
starting date of any Performance Period for each Stock Award; (b) select from
among the Performance Factors to be used to measure the performance, if any; and
(c) determine the number of Shares that may be awarded to the Participant. Prior
to the payment of any Stock Award, the Committee shall determine the extent to
which such Stock Award has been earned. Performance Periods may overlap and
Participants may participate simultaneously with respect to Stock Awards that
are subject to different Performance Periods and different performance goals and
other criteria. The number of Shares may be fixed or may vary in accordance with
such
performance goals and criteria as may be determined by the Committee. The
Committee may adjust the performance goals applicable to the Stock Awards to
take into account changes in law and accounting or tax rules and to make such
adjustments as the Committee deems necessary or appropriate to reflect the
impact of extraordinary or unusual items, events or circumstances to avoid
windfalls or hardships.

      


            9.3
Form of Payment. The earned portion of a Stock Award may be paid to the
Participant by the Company either currently or on a deferred basis, with such
interest or dividend equivalent, if any, as the Committee may determine. Payment
may be made in the form of cash or whole Shares or a combination thereof, either
in a lump sum payment or in installments, all as the Committee will
determine.

      


      10.   PAYMENT
FOR SHARE PURCHASES.  Payment for Shares purchased pursuant to this
Plan may be made in cash (by check) or, where expressly approved for the
Participant by the Committee and where permitted by law:

      


            10.1
by cancellation of indebtedness of the Company to the Participant;

      


            10.2
by surrender of shares that either: (1) have been owned by the Participant for
more than six (6) months and have been paid for within the meaning of SEC Rule
144 (and, if such shares were purchased from the Company by use of a promissory
note, such note has been fully paid with respect to such shares); or (2) were
obtained by the Participant in the public market;

      


            10.3
by waiver of compensation due or accrued to the Participant for services
rendered or to be rendered to the Company;

       

      
        
           

        

        
          8

          
            

          

        

        
           

        

      

       

            10.4
with respect only to purchases upon exercise of an Option, and provided that a
public market for the Company's stock exists:

      


                  10.4.1
through a "same day sale" commitment from the Participant and a broker-dealer
that is a member of the National Association of Securities Dealers (an "NASD
Dealer") whereby the Participant irrevocably elects to exercise the Option and
to sell a portion of the Shares so purchased to pay for the Exercise Price, and
whereby the NASD Dealer irrevocably commits upon receipt of such Shares to
forward the Exercise Price directly to the Company; or

      


                  10.4.2
through a "margin" commitment from the Participant and a NASD Dealer whereby the
Participant irrevocably elects to exercise the Option and to pledge the Shares
so purchased to the NASD Dealer in a margin account as security for a loan from
the NASD Dealer in the amount of the Exercise Price, and whereby the NASD Dealer
irrevocably commits upon receipt of such Shares to forward the Exercise Price
directly to the Company; or

      


                  10.4.3
by any combination of the foregoing.

      


      11.   WITHHOLDING
TAXES.

      


            11.1
Withholding Generally. Whenever Shares are to be issued in satisfaction of
Awards granted under this Plan, the Company may require the Participant to remit
to the Company an amount sufficient to satisfy federal, state and
local withholding tax requirements prior to the delivery of any certificate or
certificates for such Shares. Whenever, under this Plan, payments in
satisfaction of Awards are to be made in cash, such payment will be net of an
amount sufficient to satisfy federal, state, and local withholding tax
requirements.

      


            11.2
Stock Withholding. When, under applicable tax laws, a participant incurs tax
liability in connection with the exercise or vesting of any Award that is
subject to tax withholding and the Participant is obligated to pay the Company
the amount required to be withheld, the Committee may allow the Participant to
satisfy the minimum withholding tax obligation by electing to have the Company
withhold from the Shares to be issued that number of Shares having a Fair Market
Value equal to the minimum amount required to be withheld, determined
on the date that the amount of tax to be withheld is to be determined. All
elections by a Participant to have Shares withheld for this purpose will be made
in accordance with the requirements established by the Committee
and will be in writing in a form acceptable to the Committee.

      


      12.   PRIVILEGES
OF STOCK OWNERSHIP.

      


            12.1
Voting and Dividends. No Participant will have any of the rights of a
stockholder with respect to any Shares until the Shares are issued to the
Participant. After Shares are issued to the Participant, the Participant will be
a stockholder and will have all the rights of a stockholder with respect to such
Shares, including the right to vote and receive all dividends or other
distributions made or paid with respect to such Shares; provided, that if such
Shares are Restricted Stock, then any new, additional or different securities
the Participant may become entitled to receive with respect to such Shares by
virtue of a stock dividend, stock split or any other change in the corporate or
capital structure of the Company will be subject to the same restrictions as the
Restricted Stock.

      


            12.2
Financial Statements. The Company will provide financial statements to each
Participant prior to such Participant's purchase of Shares under this Plan, and
to each Participant annually during the period such Participant has Awards
outstanding; provided, however, the Company will not be required to provide such
financial statements to Participants whose services in connection with the
Company assure them access to equivalent information.

       

      
        
           

        

        
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      13.   NON-TRANSFERABILITY
OF AWARDS.

      


            13.1
Awards of Stock and Restricted Stock granted under this Plan, and any interest
therein, will not be transferable or assignable by the Participant, and may not
be made subject to execution, attachment or similar process, other than by will
or by the laws of descent and distribution. Awards of Options granted under this
Plan, and any interest therein, will not be transferable or assignable by the
Participant, and may not be made subject to execution, attachment or similar
process, other than by will or by the laws of descent and distribution, by
instrument to an inter vivos or testamentary trust in which the options are to
be passed to beneficiaries upon the death of the trustor, or by gift to
"immediate family" as that term is defined in 17 C.F.R.
240.16a-1(e).

      During
the lifetime of the Participant an Award will be exercisable only by the
Participant. During the lifetime of the Participant, any elections with respect
to an Award may be made only by the Participant unless otherwise determined by
the Committee and set forth in the Award Agreement with respect to Awards that
are not ISOs.

      


            13.2
This restriction shall cease to apply to Shares received as a Stock Award or
Restricted Stock Award under this Plan at the time ownership of such shares
vests in the recipient of the Award. Similarly, this restriction shall not apply
to shares of stock received upon the exercise of vested Options.

      


      14.   CERTIFICATES.

      


      All
certificates for Shares or other securities delivered under this Plan will be
subject to such stop transfer orders, legends and other restrictions as the
Committee may deem necessary or advisable, including restrictions under any
applicable federal, state or foreign securities law, or any rules, regulations
and other requirements of the SEC or any stock exchange or automated quotation
system upon which the Shares may be listed or quoted.

      


      15.   ESCROW;
PLEDGE OF SHARES.

      


      To
enforce any restrictions on a Participant's Shares, the Committee may require
the Participant to deposit all certificates representing Shares, together with
stock powers or other instruments of transfer approved by the Committee
appropriately endorsed in blank, with the Company or an agent designated by the
Company to hold in escrow until such restrictions have lapsed or terminated, and
the Committee may cause a legend or legends referencing such restrictions to be
placed on the certificates. Any Participant who is permitted to execute a
promissory note as partial or full consideration for the purchase of Shares
under this Plan will be required to pledge and deposit with the Company all or
part of the Shares so purchased as collateral to secure the payment of the
Participant's obligation to the Company under the promissory note; provided,
however, that the Committee may require or accept other or additional forms of
collateral to secure the payment of such obligation and, in any event, the
Company will have full recourse against the Participant under the promissory
note
notwithstanding any pledge of the Participant's Shares or other
collateral.  In connection with any pledge of the Shares, the
Participant will be required to execute and deliver a written pledge agreement
in such form as the Committee will from time to time approve. The Shares
purchased with the promissory note may be released from the pledge on a pro rata
basis as the promissory note is paid.

      


      16.   EXCHANGE
OF AWARDS.

      


      The
Committee may, at any time or from time to time, authorize the Company, with the
consent of the respective Participants, to issue new Awards in exchange for the
surrender and cancellation of any or all outstanding Awards.

       

      
        
           

        

        
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      17.   SECURITIES
LAW AND OTHER REGULATORY COMPLIANCE.

      


      An Award
will not be effective unless such Award is in compliance with all applicable
federal and state securities laws, rules and regulations of any governmental
body, and the requirements of any stock exchange or automated quotation system
upon which the Shares may then be listed or quoted, as they are in effect on the
date of grant of the Award and also on the date of exercise or other issuance.
Notwithstanding any other provision in this Plan, the Company will have no
obligation to issue or deliver certificates for Shares under this Plan
prior to: (a) obtaining any approvals from governmental agencies that the
Company determines are necessary or advisable; and/or (b) completion of any
registration or other qualification of such Shares under any state or federal
law or ruling of any governmental body that the Company determines to be
necessary or advisable. The Company will be under no obligation to register the
Shares with the SEC or to effect compliance with the registration, qualification
or listing requirements of any state securities laws, stock exchange or
automated quotation system, and the Company will have no liability for any
inability or failure to do so.

      


      18.   NO
OBLIGATION TO EMPLOY.

      


      Nothing
in this Plan or any Award granted under this Plan will confer or be deemed to
confer on any Participant any right to continue in the employ of, or to continue
any other relationship with, the Company or any Parent or Subsidiary of the
Company or limit in any way the right of the Company or any Parent or Subsidiary
of the Company to terminate Participant's employment or other relationship at
any time, with or without cause.

      


      19.   CORPORATE
TRANSACTIONS.

      


            19.1
Assumption or Replacement of Awards by Successor. 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
Participants), (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 Participants. In the alternative, the
successor corporation may substitute equivalent Awards or provide substantially
similar consideration to Participants as was provided to stockholders (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
repurchase restrictions no less favorable to the Participant. In the event such
successor corporation (if any) refuses to assume or substitute Awards, as
provided above, pursuant to a transaction described in this Subsection 19.1,
such Awards will expire on such transaction at such time and on such conditions
as the Committee will determine. Notwithstanding anything in this Plan to the
contrary, the Committee may provide that the vesting of any or all Awards
granted pursuant to this Plan will accelerate upon a transaction described in
this Section 19. If the Committee exercises such discretion with respect to
Options, such Options will become exercisable in full prior to the consummation
of such event at such time and on such conditions as the Committee determines,
and 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.

       

      
        
           

        

        
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            19.2
Other Treatment of Awards. Subject to any greater rights granted to Participants
under the foregoing provisions of this Section 19, in the event of the
occurrence of any transaction described in Section 19.1, any outstanding Awards
will be treated as provided in the applicable agreement or plan of merger,
consolidation, dissolution, liquidation, or sale of assets.

      


            19.3
Assumption of Awards by the Company. The Company, from time to time, also may
substitute or assume outstanding awards granted by another company, whether in
connection with an acquisition of such other company or otherwise, by either;
(a) granting an Award under this Plan in substitution of such other company's
award; or (b) assuming such award as if it had been granted under this Plan if
the terms of such assumed award could be applied to an Award granted under this
Plan. Such substitution or assumption will be permissible if the holder of the
substituted or assumed award would have been eligible to be granted an Award
under this Plan if the other company had applied the rules of this Plan to such
grant. In the event the Company assumes an award granted by another company, the
terms and conditions of such award will remain unchanged (except
that the exercise price and the number and nature of Shares issuable upon
exercise of any such option will be adjusted appropriately pursuant to Section
424(a) of the Code). In the event the Company elects to grant a new Option
rather than assuming an existing option, such new Option may be granted with a
similarly adjusted Exercise Price.

      


      20.   ADOPTION
AND EFFECTIVE DATE.

      


      This Plan
is effective as of October 22, 2009, the date it was adopted by the
Board.

      


      21.   STOCKHOLDER
APPROVAL.

      


      This Plan
shall be approved by the stockholders of the Company within twelve (12) months
before or after the date this Plan is adopted by the Board.

      


      22.   TERM
OF PLAN/GOVERNING LAW.

      


      Unless
earlier terminated as provided herein, this Plan will terminate on October 22,
2019. This Plan and all agreements thereunder shall be governed by and construed
in accordance with the laws of the State of Nevada.

      


      23.   AMENDMENT
OR TERMINATION OF PLAN.

      


      The Board
may at any time terminate or amend this Plan in any respect, including without
limitation amendment of any form of Award Agreement or instrument to be executed
pursuant to this Plan; provided, however, that the Board will not, without the
approval of the stockholders of the Company, amend this Plan in any manner that
requires such stockholder approval under the Code, if applicable, or by any
stock exchange or market on which the Common Stock of the Company is listed for
trading.

      


      24.   NONEXCLUSIVITY
OF THE PLAN.

      


      Neither
the adoption of this Plan by the Board, the submission of this Plan to the
stockholders of the Company for approval, nor any provision of this Plan will be
construed as creating any limitations on the power of the Board to adopt such
additional compensation arrangements as it may deem desirable, including,
without limitation, the granting of stock options and bonuses otherwise than
under this Plan, and such arrangements may be either generally applicable or
applicable only in specific cases.

       

       

      
        
           

        

        
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      25.   ACTION
BY COMMITTEE.

      


      Any
action permitted or required to be taken by the Committee or any decision or
determination permitted or required to be made by the Committee pursuant to this
Plan shall be taken or made in the Committee's sole and absolute
discretion.