exhibit10-1.htm


    CHINA
YOUTV CORP.

    2009
Stock Incentive Plan

    


     

    Effective
Date: April 9, 2009

    Approved
by Stockholders:  65%

    


     

    


     


    
       

       

    


    CHINA
YOUTV CORP.

    2009
Stock Incentive Plan

     

    Table
of Contents

     

     

    ARTICLE 1.

     

    DEFINITIONS

    
      
        	
                1.1

              	
                Administrator 

              	
                [1]

              


      

    

    
      	
              1.2

            	
              Affiliate 

            	
              [1]

            


    

    
      
        	
                1.3

              	
                Applicable
      Laws 

              	
                [1]

              


      

    

    
      	
              1.4

            	
              Award 

            	
              [1]

            


    

    
      
        	
                1.5

              	
                Award
      Agreement 

              	
                [1]

              


      

    

    
      	
              1.6

            	
              Board of
      Directors 

            	
              
                [2]

              

            


    

    
      
        	
                1.7

              	
                Bonus
      Stock 

              	
                
                  [2]

                

              


      

    

    
      	
              1.8

            	
              Cause 

            	
              
                [2]

              

            


    

    
      
        	
                1.9

              	
                Change in
      Control 

              	
                
                  [3]

                

              


      

    

    
      	
              1.10

            	
              Code 

            	
              
                [3]

              

            


    

    
      
        	
                1.11

              	
                Common Stock or
      Stock 

              	
                
                  [3]

                

              


      

    

    
      	
              1.12

            	
              Continuous
      Service 

            	
              
                [3]

              

            


    

    
      
        	
                1.13

              	
                Consultant 

              	
                
                  [3]

                

              


      

    

    
      	
              1.14

            	
              Director 

            	
              
                [3]

              

            


    

    
      
        	
                1.15

              	
                Disability 

              	
                
                  [3]

                

              


      

    

    
      	
              1.16

            	
              Effective
      Date 

            	
              
                [3]

              

            


    

    
      
        	
                1.17

              	
                Employee 

              	
                
                  [3]

                

              


      

    

    
      	
              1.18

            	
              Exchange
      Act 

            	
              
                [3]

              

            


    

    
      
        	
                1.19

              	
                Fair Market
      Value 

              	
                
                  [3]

                

              


      

    

    
      	
              1.20

            	
              Incentive Stock
      Option 

            	
              
                [3]

              

            


    

    
      
        	
                1.21

              	
                Nonqualified Stock
      Option 

              	
                
                  [4]

                

              


      

    

    
      	
              1.22

            	
              Option 

            	
              
                [4]

              

            


    

    
      
        	
                1.23

              	
                Participant 

              	
                
                  [4]

                

              


      

    

    
      	
              1.24

            	
              Publicly
      Traded 

            	
              
                [4]

              

            


    

    
      
        	
                1.25

              	
                Restricted
      Stock 

              	
                
                  [4]

                

              


      

    

    
      	
              1.26

            	
              Restriction
      Period 

            	
              
                [4]

              

            


    

    
      
        	
                1.27

              	
                Rule
      16b-3 

              	
                
                  [4]

                

              


      

    

    
      	
              1.28

            	
              Section
      162(m) 

            	
              
                [4]

              

            


    

    
      
        	
                1.29

              	
                Section
      409A 

              	
                
                  [4]

                

              


      

    

    
      	
              1.30

            	
              Stock Appreciation Right or
      SAR 

            	
              
                [4]

              

            


    

    
      
        	
                1.31

              	
                Termination
      Date 

              	
                
                  [4]

                

              


      

    

     

    ARTICLE 2.

     

    TERM
OF THE PLAN

     

    ARTICLE 3.

     

    ADMINISTRATION

    
      	
              3.1

            	
              Administrator 

            	
              
                [5]

              

            


    

    
      
        	
                3.2

              	
                Meetings and
      Actions 

              	
                
                  [5]

                

              


      

    

    
      	
              3.3

            	
              Powers of Plan
      Administrator 

            	
              
                [5]

              

            


    

    
      
        	
                3.4

              	
                Discretion of
      Administrator 

              	
                
                  [5]

                

              


      

    

     

    ARTICLE 4.

     

    STOCK
SUBJECT TO THE PLAN

    
      	
              4.1

            	
              Plan
      Limit 

            	
              
                [6]

              

            


    

    
      
        	
                4.2

              	
                Unused
      Stock 

              	
                
                  [6]

                

              


      

    

    
      	
              4.3

            	
              Retention of
      Rights 

            	
              
                [6]

              

            


    

     

    ARTICLE 5.

     

    GRANT
OF AWARDS

    
      
        	
                5.1

              	
                Eligibility for
      Award 

              	
                
                  [6]

                

              


      

    

    
      	
              5.2

            	
              Grant of
      Awards 

            	
              
                [6]

              

            


    

    
      
        	
                5.3

              	
                Terms of
      Awards 

              	
                
                  [7]

                

              


      

    

     

    ARTICLE 6.

     

    VESTING
OF AWARDS

     

    ARTICLE 7.

     

    STOCK
OPTIONS

    
      	
              7.1

            	
              Option Award
      Agreement 

            	
              
                [7]

              

            


    

    
      
        	
                7.2

              	
                Manner of
      Exercise 

              	
                
                  [8]

                

              


      

    

    
      	
              7.3

            	
              Payment of Option
      Price 

            	
              
                [8]

              

            


    

     

    ARTICLE 8.

     

    STOCK
APPRECIATION RIGHTS

    
      
        	
                8.1

              	
                Stock Appreciation Rights Award
      Agreement 

              	
                
                  [9]

                

              


      

    

    
      	
              8.2

            	
              Manner of
      Exercise 

            	
              
                [10]

              

            


    

     

    ARTICLE 9.

     

    STOCK
AWARDS

    
      
        	
                9.1

              	
                Restricted Stock Award
      Agreement 

              	
                
                  [10]

                

              


      

    

    
      	
              9.2

            	
              Bonus Stock
      Awards 

            	
              
                [11]

              

            


    

     

    ARTICLE 10.

     

    OTHER
AWARDS

     

    ARTICLE 11.

     

    ISSUANCE
OF SHARES

    
      
        	
                11.1

              	
                Stock
      Certificates 

              	
                
                  [11]

                

              


      

    

    
      	
              11.2

            	
              Nontransferability 

            	
              
                [12]

              

            


    

    
      
        	
                11.3

              	
                Paperless
      Administration 

              	
                
                  [12]

                

              


      

    

     

    ARTICLE 12.

     

    TERMINATION
OF CONTINUOUS SERVICE

    
      	
              12.1

            	
              Effect of Termination of
      Continuous Service 

            	
              
                [12]

              

            


    

    
      
        	
                12.2

              	
                Effect of Termination of
      Continuous Service on Stock 

              	
                
                  [13]

                

              


      

    

     

    ARTICLE 13.

     

    REORGANIZATION,
RECAPITALIZATION AND CHANGE IN CONTROL

    
      	
              13.1

            	
              Adjustments to Common
      Stock 

            	
              
                [13]

              

            


    

    
      
        	
                13.2

              	
                Recapitalization 

              	
                
                  [13]

                

              


      

    

    
      	
              13.3

            	
              Change in
      Control 

            	
              
                [14]

              

            


    

    
      
        	
                13.4

              	
                Other
      Events 

              	
                
                  [14]

                

              


      

    

    
      	
              13.5

            	
              No Adjustment for Certain
      Awards 

            	
              
                [14]

              

            


    

     

    ARTICLE 14.

     

    AMENDMENT
AND TERMINATION

    
      
        	
                14.1

              	
                Amendment of the
      Plan 

              	
                
                  [15]

                

              


      

    

    
      	
              14.2

            	
              Termination of the
      Plan 

            	
              
                [15]

              

            


    

     

    ARTICLE 15.

     

    GENERAL
PROVISIONS

    
      
        	
                15.1

              	
                Tax
      Obligations 

              	
                
                  [15]

                

              


      

    

    
      	
              15.2

            	
              Beneficiary
      Designation 

            	
              
                [15]

              

            


    

    
      
        	
                15.3

              	
                Rule
      16b-3 

              	
                
                  [15]

                

              


      

    

    
      	
              15.4

            	
              Section
      162(m) 

            	
              
                [16]

              

            


    

    
      
        	
                15.5

              	
                No Employment
      Rights 

              	
                
                  [16]

                

              


      

    

    
      	
              15.6

            	
              Jurisdictions 

            	
              
                [16]

              

            


    

    
      
        	
                15.7

              	
                Foreign
      Currency 

              	
                
                  [16]

                

              


      

    

    
      	
              15.8

            	
              Other Employee
      Benefits 

            	
              
                [16]

              

            


    

    
      
        	
                15.9

              	
                Confidentiality of
      Information 

              	
                
                  [17]

                

              


      

    

    
      	
              
                15.10

              

            	
              No
      Funding                                                                                                                                                                                                                                                                                        [17]

            


    

    
      
        	
                15.11
      

              	
                Severability                                                                                                                                                                                                                                                                                        
      [17]

              


      

    

    
      	
              15.12 
      

            	
              Governing Law and
      Venue                                                                                                                                                                                                                                                              
      [17]

            


    

    
      
        	
                15.13

              	
                Use of
      Proceeds                                                                                                                                                                                                                                                                                
      [17]

              


      

    

    
      	
              15.14

            	
              Appendices                                                                                                                                                                                                                                                                                        [17]

            


    

    


     



    CHINA
YOUTV CORP.

    2009
Stock Incentive Plan

     

    INTRODUCTION

     

    CHINA
YOUTV CORP., a Nevada corporation   (the “Company”), hereby
adopts the CHINA YOUTV CORP. 2009 Stock Incentive Plan (the
“Plan”).  The purpose of the Plan is to continue to further the growth
and development of the Company by affording an opportunity for stock ownership
to selected Employees, Consultants and Directors of the Company and its
Affiliates who are responsible for the conduct and management of its business or
who are involved in endeavors significant to its success.  The Plan is
also intended to assist the Company in attracting new Employees, Consultants and
Directors and retaining existing Employees, Consultants and Directors; to
encourage growth of the Company through incentives that are consistent with the
Company’s goals; to provide incentives for individual performance; and to
promote teamwork.

     

    ARTICLE 1.

     

    DEFINITIONS

     

    When used
in this Plan, the following capitalized terms shall have the meanings set forth
below unless a different meaning is plainly required by the
context:

     

    
      	
              1.1  

            	
              Administrator. means the Board of
      Directors, any committee or such delegates as shall be administering the
      Plan in accordance with
Article 4.

            


    

     

    
      	
              1.2  

            	
              Affiliate. means any corporation,
      partnership, limited liability company or partnership, association, trust
      or other organization which, directly or indirectly, controls, is
      controlled by, or is under common control with, the
      Company.  For purposes of this definition, “control” (including,
      with correlative meanings, the terms “controlled by” and “under common
      control with”), as used with respect to any entity or organization, shall
      mean the possession, directly or indirectly, of the power to vote
      more than 50% of the securities having ordinary voting power for the
      election of directors of the controlled entity or organization, or to
      direct or cause the direction of the management and policies of the
      controlled entity or organization, whether through the ownership of voting
      securities or by contract or
otherwise.

            


    

     

    
      	
              1.3  

            	
              Applicable
      Laws. means
      the requirements relating to the administration of stock option and stock
      award plans under U.S. federal, state and local laws, the rules of any
      national securities exchange or automated quotation system on which the
      Common Stock is listed, quoted, or traded to the extent provided under the
      terms of the Company’s agreement with such exchange or quotation system
      and, with respect to Awards subject to the laws of any foreign
      jurisdiction where Awards are, or will be, granted under the Plan, the
      laws of such jurisdiction.

            


    

     

    
      	
              1.4  

            	
              Award. means the grant of
      [Options, Stock Appreciation Rights, Restricted Stock, Bonus Stock or
      other stock-based grant] under the
Plan.

            


    

     

    
      	
              1.5  

            	
              Award
      Agreement.
      means the agreement between the Company and a Participant pursuant to
      which a specific Award is granted to the
  Participant.

            


    

     

    
      	
              1.6  

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

            


    

     

    
      	
              1.7  

            	
              Bonus
      Stock.
      means shares of Common Stock granted to a Participant that are subject to
      the term set forth in Section 9.2 and the applicable Award
      Agreement.

            


    

     

    
      	
              1.8  

            	
              Cause. means “Cause,” as
      defined in the Participant’s employment agreement, if applicable, or as
      determined in the sole discretion of the Company, a termination on account
      of (a) the Participant’s theft, dishonesty, willful misconduct, breach of
      fiduciary duty for personal profit, or falsification of any Company or
      Affiliate documents or records; (b) the Participant’s material
      failure to abide by a Company’s or Affiliate’s code of conduct or other
      policies (including without limitation, policies relating to
      confidentiality and reasonable workplace conduct); (c) the
      Participant’s unauthorized use, misappropriation, destruction or diversion
      of any tangible or intangible asset or corporate opportunity of the
      Company or an Affiliate (including, without limitation, the Participant’s
      improper use or disclosure of confidential or proprietary information);
      (d) the Participant’s violation of any noncompetition agreement with
      the Company or an Affiliate; (e) any intentional act by the
      Participant which has a material detrimental effect on the Company or an
      Affiliate’s reputation or business; (f) the Participant’s repeated
      failure or inability to perform any reasonable assigned duties after
      written notice from the Company or an Affiliate, and a reasonable
      opportunity to cure, such failure or inability; (g) any material
      breach by the Participant of any employment or service agreement between
      the Participant and the Company or an Affiliate, which breach is not cured
      pursuant to the terms of such agreement; or (h) the Participant’s
      conviction (including any plea of guilty or nolo contendere) of any
      criminal act involving fraud, dishonesty, misappropriation or moral
      turpitude, or which impairs the Participant’s ability to perform his or
      her duties with the Company or an
Affiliate.

            


    

     

    
      	
              1.9  

            	
              Change in
      Control.
      means, unless such term or an equivalent term is otherwise defined with
      respect to an Award by the Participant’s Award Agreement or written
      contract of employment or service, the occurrence, in a single transaction
      or in a series of related transactions, where (a) the Company will not be
      the surviving entity in any merger, share exchange, or consolidation (or
      survives only as a subsidiary of an entity); (b) the Company sells,
      leases, or exchanges, or agrees to sell, lease, or exchange, all or
      substantially all of its assets to any other person or entity; (c) the
      Company is to be dissolved and liquidated; (d) any person or entity,
      including a “group” as contemplated by Section 13(d)(3) of the
      Exchange Act, acquires or gains ownership or control (including, without
      limitation, power to vote) of more than 50% of the outstanding shares of
      the Company’s voting stock (based upon voting power), or (e) as a result
      of or in connection with a contested election of Directors, the persons
      who were Directors of the Company before such election will cease to
      constitute a majority of the Board of Directors; provided, however, that a
      Change in Control will not include (i) any reorganization, merger,
      consolidation, sale, lease, exchange, or similar transaction, which
      involves solely the Company and one or more entities wholly-owned,
      directly or indirectly, by the Company immediately prior to such event, or
      (ii) the consummation of any transaction or series of integrated
      transactions immediately following which the record holders of the voting
      stock of the Company immediately prior to such transaction or series of
      transactions continue to hold 50% or more of the voting stock (based upon
      voting power) of (A) any entity that owns, directly or indirectly, the
      stock of the Company, (B) any entity with which the Company has merged, or
      (C) any entity that owns an entity with which the Company has
      merged.  In the case of an Award the payment of which is subject
      to Section 409A, Change in
      Control shall be limited to the extent necessary to satisfy Section
      409A.  The Administrator’s reasonable determination as to
      whether such an event has occurred shall be final and
      conclusive.

            


    

     

    
      	
              1.10  

            	
              Code. means the Internal
      Revenue Code of 1986, as amended from time to
  time.

            


    

     

    
      	
              1.11  

            	
              Common
      Stock or Stock. means the Company’s
      Common Stock and any share or shares of the Company’s capital stock
      hereafter issued or issuable in substitution for such
    shares.

            


    

     

    
      	
              1.12  

            	
              Continuous
      Service.
      means that the Participant’s service with the Company or its Affiliate,
      whether as an Employee, Consultant or Director, is not interrupted or
      terminated.  The Participant’s Continuous Service shall not be
      deemed to have terminated merely because of a change in the capacity in
      which the Participant renders service to the Company or its Affiliate or a
      change in the entity for which the Participant renders such service,
      provided that there is no interruption or termination of the Participant’s
      Continuous Service.  The Administrator, in its sole discretion,
      may determine whether Continuous Service shall be considered interrupted
      in the case of any leave of absence, including sick leave, military leave
      or any other personal leave.

            


    

     

    
      	
              1.13  

            	
              Consultant. shall mean any
      individual who is neither an Employee nor a Director who is engaged by the
      Company or an Affiliate to render services to such entity as an advisor or
      consultant.

            


    

     

    
      	
              1.14  

            	
              Director. means an individual
      who is a member the Board of Directors or a member of the board of
      directors of an Affiliate, who (in either case) is not an
      Employee.

            


    

     

    
      	
              1.15  

            	
              Disability. means disability
      within the meaning of the long-term disability policy maintained by the
      Company, or if none, within the meaning of Code Section 22(e)(3), provided
      that in the case of Awards other than Incentive Stock Options, the
      Administrator in its discretion may determine whether a permanent and
      total disability exists in accordance with uniform and non-discriminatory
      standards adopted by the Administrator from time to
  time.

            


    

     

    
      	
              1.16  

            	
              Effective
      Date. means
      the effective date of the Plan, as first set forth
  above.

            


    

     

    
      	
              1.17  

            	
              Employee. means a common law
      employee of the Company or its Affiliate and any person who has accepted a
      binding offer of employment from the Company or its Affiliate (provided
      that, in the case of an Incentive Stock Option, such person has commenced
      employment as a common law employee), but excludes any individual
      classified by the Company or its Affiliate as an independent contractor,
      Consultant or leased employee.

            


    

     

    
      	
              1.18  

            	
              Exchange
      Act. means
      the Securities Exchange Act of 1934, as amended from time to
      time.

            


    

     

    
      	
              1.19  

            	
              Fair Market
      Value.
      means, as of any specified date and at such time as the Common Stock is
      readily tradable on an established securities market, (a) the closing sale
      price of the Common Stock on the stock exchange composite tape on that
      date, or if no sales price is reported on that date, on the last preceding
      date on which such price of the Common Stock is so reported, (b) if the
      Common Stock is traded over-the-counter, the closing price of the Common
      Stock on the most recent date on which the Common Stock was so traded, or
      (c) in the absence of an established market for shares of Common Stock,
      the value as determined by the Administrator, in its sole discretion,
      reasonably and in good faith, in accordance with Applicable
      Laws.

            


    

     

    
      	
              1.20  

            	
              Incentive
      Stock Option. means any option
      granted to an eligible Employee under the Plan, which the Company intends
      at the time the option is granted to be an Incentive Stock Option within
      the meaning of Code
Section 422.

            


    

     

    
      	
              1.21  

            	
              Nonqualified
      Stock Option. means any option
      granted to an eligible Employee, Consultant or Director under the Plan
      that is not an Incentive Stock
Option.

            


    

     

    
      	
              1.22  

            	
              Option. means and refers
      collectively to Incentive Stock Options and Nonqualified Stock
      Options.

            


    

     

    
      	
              1.23  

            	
              Participant. means any Employee,
      Consultant or Director who is granted an Award under the
      Plan.  Participant
      also means the personal representative of a Participant and any other
      person who acquires the right to exercise or receive payment pursuant to
      an Award by bequest or inheritance.

            


    

     

    
      	
              1.24  

            	
              Publicly
      Traded means that the Company or an Affiliates has issued any class
      of common equity securities registered under section 12 of the Exchange
      Act.

            


    

     

    
      	
              1.25  

            	
              Restricted
      Stock.
      means shares of Common Stock granted to a Participant that are subject to
      the restrictions set forth in Section 9.1 of the Plan and the applicable
      Award Agreement.  Restricted
      Stock also means any shares of the Company’s capital stock issued
      as the result of a dividend on or split of Restricted
      Stock.  Upon termination of the restrictions, such Common Stock
      or other capital stock shall no longer be Restricted
  Stock.

            


    

     

    
      	
              1.26  

            	
              Restriction
      Period.
      means the period set forth in the applicable Award Agreement that is the
      period beginning on the date of grant of the Award and ending on the final
      vesting date of the Restricted
Stock.

            


    

     

    
      	
              1.27  

            	
              Rule
      16b-3.
      means Rule 16b-3 promulgated by the Securities and Exchange Commission
      under the Exchange Act, together with any successor rule, as in effect
      from time to time.  

            


    

     

    
      	
              1.28  

            	
              Section
      162(m).
      means Section 162(m) of the Code and any related Treasury regulations
      promulgated or IRS guidance issued
thereunder.

            


    

     

    
      	
              1.29  

            	
              Section
      409A. means
      Section 409A of the Code and any related Treasury regulations promulgated
      or IRS guidance issued thereunder.

            


    

     

    
      	
              1.30  

            	
              Stock
      Appreciation Right or SAR. means a standalone
      stock appreciation right that has been granted pursuant to Article 8 of
      the Plan.

            


    

     

    
      	
              1.31  

            	
              Termination
      Date. means
      the termination date of the Plan, as first set forth
  above.

            


    

     

    ARTICLE 2.

     

    TERM
OF THE PLAN

     

    The Plan
shall be effective as of the Effective Date, provided that the Plan is approved
by the stockholders of the Company on or within twelve (12) months of the
Effective Date.  The Plan shall continue in effect for a term of ten
(10) years from the later of the Effective Date or the date any amendment
to add shares to the Plan is approved by stockholders of the Company, unless
terminated earlier under Article 14, provided however that in the absence
of the approval by stockholders of the Company of an amendment to add shares to
the Plan, no Incentive Stock Option shall be granted more than ten (10) years
from the date the Plan is approved by the stockholders of the
Company.

     

    ARTICLE 3.

     

    ADMINISTRATION

     

    
      	
              3.1  

            	
              Administrator.  The
      Plan shall be administered by the Board of Directors, unless and until
      such time as the Board of Directors delegates the administration of the
      Plan to a committee, which shall be appointed by and shall serve at the
      pleasure of the Board of Directors.  Any committee member shall
      be deemed to have resigned automatically from the committee upon his or
      her termination of service with the Company.  To the extent the
      Board of Directors considers it desirable, the committee may be
      constituted so as to permit applicable Awards under the Plan to constitute
      “performance-based compensation” for purposes of Section 162(m) and/or to
      be eligible to qualify for an exemption under Rule
  16b-3.

            


    

     

    
      	
              3.2  

            	
              Meetings
      and Actions.  The Administrator shall hold meetings at
      such times and places as it may determine.  A majority of the
      members of the Administrator shall constitute a quorum, and the acts of
      the majority of the members present at a meeting or a consent in writing
      signed by all members of the Administrator shall be the acts of the
      Administrator and shall be final, binding and conclusive upon all persons,
      including the Company, its Affiliates, its stockholders, and all persons
      having any interest in Awards that may be or have been granted pursuant to
      the Plan.

            


    

     

    
      	
              3.3  

            	
              Powers
      of Administrator.  The Administrator shall have the full
      and exclusive right to grant and determine terms and conditions of all
      Awards granted under the Plan and to prescribe, amend and rescind rules
      and regulations for administration of the Plan.  The
      Administrator may from time to time in its discretion determine which of
      the eligible Employees, Consultants and Directors of the Company or its
      Affiliates should receive Awards, the type of Awards to be granted, and as
      applicable, the number of shares subject to the Awards, the grant dates,
      the exercise or purchase price for shares subject to the Awards, the
      vesting conditions and duration of the Awards and the restrictions
      applicable to each grant of shares pursuant to the Awards.  In
      selecting Participants and granting Awards, the Administrator shall take
      into consideration the contribution the Participant has made or may make
      to the success of the Company or its Affiliates and such other factors as
      the Administrator shall determine.

            


    

     

    
      	
              3.4  

            	
              Discretion
      of Administrator .  The determination of the
      Administrator as to any disputed question arising under the Plan,
      including questions of construction and interpretation, shall be final,
      binding and conclusive upon all persons, including the Company, its
      Affiliates, its stockholders, and all persons having any interest in
      Awards that may be or have been granted pursuant to the
      Plan.  Subject to the express provisions of the Plan, the
      Administrator is authorized, in its sole discretion, to construe the Plan
      and the respective Award Agreements executed hereunder, to prescribe and
      enforce such rules and regulations relating to the Plan as it may deem
      advisable to carry out the intent of the Plan, and to determine and amend,
      subject to the provisions of Article 13, the terms, restrictions and
      provisions of any outstanding Award in any manner that is not inconsistent
      with the provisions of the Plan (including but not limited to cashing out
      Awards, extending the exercise or effective periods of Awards,
      accelerating the vesting of Awards, and converting or substituting any or
      all stock options, stock appreciation rights or other stock awards held by
      service providers of an entity acquired by the Company) the terms,
      restrictions and provisions of each Award, including such terms,
      restrictions and provisions as shall be requisite in the judgment of the
      Administrator to cause designated Awards to qualify for specific tax
      treatment, and to make all other determinations necessary or advisable for
      administering the Plan.  The Administrator may correct any
      defect or supply any omission or reconcile any inconsistency in any Award
      Agreement in the manner and to the extent it shall deem expedient to carry
      it into effect.  The determinations of the Administrator on any
      Plan matters shall be conclusive and binding on all
    parties.

            


    

     

    ARTICLE 4.

     

    STOCK
SUBJECT TO THE PLAN

     

    
      	
              4.1  

            	
              Plan
      Limit.

            


    

     

    
      	
              (a)  

            	
              Aggregate
      Limit.  Subject to the provisions of Article 13, the
      aggregate number of shares of Common Stock that may be issued under Awards
      granted pursuant to the Plan shall not exceed fifteen million
      (15,000,000) shares of Common Stock.  Shares shall be deemed to
      have been issued under the Plan solely to the extent actually issued and
      delivered pursuant to an Award.  Shares subject to Awards
      granted under the Plan that are cancelled, expire or are forfeited shall
      be available for re-grant under the Plan.  If a Participant pays
      the exercise or purchase price of an Award granted under the Plan through
      the tender or withholding of shares, or if shares are tendered or withheld
      to satisfy any Company withholding obligations, the number of shares so
      tendered or withheld shall become available for re-issuance thereafter
      under the Plan.

            


    

     

    
      	
              4.2  

            	
              Unused
      Stock.  Shares will be deemed to have been issued under
      the Plan only (a) to the extent actually issued and delivered
      pursuant to an Award, or (b) to the extent an Award is settled in
      cash.  If any outstanding Award under the Plan expires or for
      any other reason ceases to be exercisable, is forfeited or repurchased by
      the Company, in whole or in part (other than upon exercise of an Award),
      the shares that were subject to such Award (and as to which the Award had
      not been exercised) shall continue to be available under the Plan or
      revert to the Plan to again be available for issuance under the
      Plan.

            


    

     

    
      	
              4.3  

            	
              Retention
      of Rights.  The existence of this Plan and any Award
      granted pursuant to the Plan shall not affect the right or power of the
      Company or its stockholders to make or authorize any or all adjustments,
      recapitalizations, reorganizations, or other change in the Company’s
      capital structure or its business, or a merger or consolidation of the
      Company, or any issue of bonds, debentures, or preferred or preference
      stock ranking before or affecting the Common Stock, or the dissolution of
      the Company or any sale or transfer of all or any part of the Company’s
      assets or business, or any other corporate act or proceeding, whether
      similar or not.  

            


    

     

    ARTICLE 5.

     

    GRANT
OF AWARDS

     

    
      	
              5.1  

            	
              Eligibility
      for Award..  Awards may
      be granted only to persons who, at the time of grant, are Employees,
      Consultants or Directors.  Consultants and Directors shall be
      eligible to receive any Award other than Incentive Stock
      Options.

            


    

     

    
      	
              5.2  

            	
              Grant
      of Awards..  The
      Administrator may from time to time in its discretion grant Awards to one
      or more Employees, Consultants or Directors determined by it to be
      eligible for participation in the Plan in accordance with the provisions
      of this article.  No Award shall be enforceable under the Plan
      until the Participant provides the Company with a signed Award Agreement
      in the form specified by the Administrator with respect to the Award to
      that Participant.

            


    

     

    
      	
              5.3  

            	
              Terms
      of Awards..  Each Award
      will be evidenced by an Award Agreement in such form and containing such
      provisions not inconsistent with the provisions of the Plan as the
      Administrator from time to time will approve.  The terms of any
      Award need not be identical to the terms of any other Award to the same or
      other Participants.  An Award may be granted on more than one
      occasion to the same person, and, subject to the limitations set forth in
      the Plan, such Award may include any type of Award or any combination of
      Awards under the Plan.

            


    

     

    ARTICLE 6.

     

    VESTING
OF AWARDS

     

    An Award
shall vest and/or become exercisable in whole or in part and at such times as
determined by the Administrator and set forth in the Award
Agreement.  The Administrator in its discretion may provide that an
Award will be vested or exercisable upon (a) the attainment of one or more
performance goals or targets established by the Administrator, which may be
based on factors including, but not limited to, the price of a share of Common
Stock, the Company’s earnings per share, the Company’s market share, the
Company’s sales, the earnings before or after interest, taxes, depreciation,
and/or amortization of the Company; (b) the Participant’s continued
employment as an Employee with the Company or continued service as a Director
for a specified period of time; (c) the occurrence of any event or the
satisfaction of any other condition specified by the Administrator in its sole
discretion; or (d) a combination of any of the foregoing.  Each
Award may, in the discretion of the Administrator, have different provisions
with respect to vesting and/or exercise of the Award.

     

    ARTICLE 7.

     

    STOCK
OPTIONS

     

    
      	
              7.1  

            	
              Option
      Award Agreement.  

            


    

     

    
      	
              (a)  

            	
              Option
      Price.  The Option price (i.e., exercise price)
      per share of Common Stock under each Option shall be determined by the
      Administrator and stated in the Option Award Agreement.  The
      Option price for any Option that is intended to be an Incentive Stock
      Option or to constitute performance-based compensation within the meaning
      of Section 162(m) shall not be less than 100% of the Fair Market
      Value (determined as of the day the Option is granted) of the shares
      subject to the Option.  Nonqualified Stock Options may be
      granted with an Option price of less than 100% of the Fair Market Value
      (determined as of the day the Option is granted) of the shares subject to
      the Option.

            


    

     

    In the
case of an Option that is subject to Section 409A (such as a discounted
Nonqualified Stock Option), the timing of the exercise of the Option shall be
limited to one (or the earliest of two or more) of the following events, as
specified in the applicable Option Award Agreement, as determined and
interpreted in accordance with Section 409A: (1) a Change in Control, (2)
the Participant’s separation from service, (3) a specified date, or (4) the
taxable year in which the Option vests.  In the event that Participant
fails to exercise such an Option within the prescribed period, the Participant
shall forfeit all rights under the Option; the Option Award Agreement shall
terminate and be of no further force or effect; and the Company shall be
released from all obligations under the Option.

     

    The
exercise price of an Option may be repriced.

     

    
      	
              (b)  

            	
              Duration
      of Options.  Each Option shall be of a duration as
      specified in the applicable Award Agreement; provided, however, that the
      term of any Option shall be no more than ten (10) years from the date on
      which the Option is granted and shall be subject to early termination as
      provided herein.

            


    

     

     

    
      	
              (c)  

            	
              Limitations
      on Incentive Stock Options.  An Incentive Stock Option
      may be granted only to an individual who is an Employee at the time the
      Option is granted.  To the extent that an Incentive Stock Option
      (together with all Incentive Stock Options granted to the Participant
      under the Plan and all other stock option plans of the Company and its
      Affiliate) becomes exercisable for the first time during any calendar year
      for shares having a Fair Market Value greater than $100,000 (or such other
      limit effective under the Code), the portion of each Incentive Stock
      Option that exceeds such amount will be treated as a Nonqualified Stock
      Option.  No Incentive Stock Option shall be granted to an
      Employee who, at the time the Incentive Stock Option is granted, owns
      stock (as determined in accordance with Code Section 424(d))
      representing more than 10% of the total combined voting power of all
      classes of stock of the Company or of any Affiliate, unless the option
      price of such Incentive Stock Option is at least 110% of the Fair Market
      Value (determined as of the day the Incentive Stock Option is granted) of
      the stock subject to the Incentive Stock Option, and the Incentive Stock
      Option by its terms is not exercisable more than five (5) years from the
      date it is granted.

            


    

     

    
      	
              (d)  

            	
              Rights
      as Stockholder.  A Participant shall have no rights as a
      stockholder of the Company with respect to any shares of Common Stock
      covered by an Option until the date of the issuance of the stock
      certificate for such shares.

            


    

     

    
      	
              (e)  

            	
              Other
      Terms and Conditions.  The Option Award Agreement may
      contain such other provisions, which shall not be inconsistent with the
      Plan, as the Administrator shall deem appropriate, including, without
      limitation, provisions that relate to the Participant’s ability to
      exercise an Option in whole or in part to the passage of time or the
      achievement of specific goals or the occurrence of certain events, as
      specified by the Administrator.

            


    

     

    
      	
              7.2  

            	
              Manner
      of Exercise.  An Option or portion of an Option may be
      exercised by delivery of an irrevocable notice of exercise in such manner
      as determined by the Company, stating the number of shares being purchased
      and the restrictions imposed on the shares so purchased, if
      any.  

            


    

     

    
      	
              7.3  

            	
              Payment
      of Option Price.  The right to receive shares of the
      Common Stock upon exercise of an Option shall be conditioned upon the
      delivery by the Participant of payment for shares and withholding taxes
      incurred by reason of the exercise and certain representations, if
      requested by the Administrator.  The Administrator shall
      determine the acceptable form of consideration for exercising an Option,
      including the method of payment, either through the terms of the Option
      Award Agreement or at the time of exercise of an
      Option.  Acceptable forms of consideration may
      include—

            


    

     

    
      	
              (a)  

            	
              cash,
      check or wire transfer (denominated in U.S.
  Dollars),

            


    

     

    
      	
              (b)  

            	
              subject
      to the Company’s discretion to refuse for any reason and at any time to
      accept such consideration and subject to any conditions or limitations
      established by the Administrator, other shares held by the Participant
      which have a Fair Market Value on the date of surrender equal to the
      aggregate exercise price of the shares as to which said Option shall be
      exercised,

            


    

     

    
      	
              (c)  

            	
              consideration
      received by the Company under a broker-assisted sale and remittance
      program acceptable to the
Administrator,

            


    

     

    
      	
              (d)  

            	
              cashless
      “net exercise” arrangement pursuant to which the Company will reduce the
      number of shares issued upon exercise by the largest whole number of
      shares having an aggregate Fair Market Value that does not exceed the
      aggregate exercise price, together with required withholding amounts (if
      any), provided that the Company shall accept a cash or other payment from
      the Participant to the extent of any remaining balance not satisfied by
      such reduction in the number of whole shares to be
  issued,

            


    

     

    
      	
              (e)  

            	
              such
      other consideration and method of payment for the issuance of shares of
      Common Stock to the extent permitted by Applicable Laws,
  or

            


    

     

    
      	
              (f)  

            	
              any
      combination of the foregoing methods of
payment.

            


    

     

    ARTICLE 8.

     

    STOCK
APPRECIATION RIGHTS

     

    
      	
              8.1  

            	
              Stock
      Appreciation Rights Award
  Agreement.  

            


    

     

    
      	
              (a)  

            	
              SAR
      Exercise Price.  The exercise (or base) price per share
      of Common Stock under each SAR shall be determined by the Administrator
      and shall not be less than 100% of the Fair Market Value (determined as
      the day the SAR is granted ) of the Common Stock subject to the SAR, and
      shall be stated in the applicable Award Agreement.  The exercise
      price of the Common Stock under a SAR may be
  repriced.

            


    

     

    
      	
              (b)  

            	
              Duration
      of SARs.  Each SAR shall be of a duration as specified in
      the applicable Award Agreement; provided, however, that the term of any
      SAR shall be no more than ten years from the date on which the SAR is
      granted and shall be subject to early termination as provided
      herein.

            


    

     

    
      	
              (c)  

            	
              Rights
      as Stockholder.  A Participant shall have no rights as a
      stockholder of the Company with respect to any shares of Common Stock
      covered by a SAR until the date of the issuance of the stock certificate
      for such shares.

            


    

     

    
      	
              (d)  

            	
              Other
      Terms and Conditions.  The SAR Award Agreement may
      contain such other provisions, which shall not be inconsistent with the
      Plan, as the Administrator shall deem appropriate, including, without
      limitation, provisions that relate to the Participant’s ability to
      exercise a SAR in whole or in part to the passage of time or the
      achievement of specific goals or the occurrence of certain events, as
      specified by the Administrator.

            


    

     

    
      	
              (e)  

            	
              Form
      of Payment.  A SAR may be paid to the Participant in the
      form of cash, whole shares, or a combination thereof, based on the Fair
      Market Value of the shares earned under the SAR on the date of
      payment.

            


    

     

    
      	
              8.2  

            	
              Manner
      of Exercise.  The SAR or portion of the SAR may be
      exercised by delivery of an irrevocable notice of exercise in such manner
      as determined by the Company, stating the number of shares as to which the
      SAR is being exercised and the restrictions on any shares received in
      settlement of the SAR, if any.  The right to receive shares of
      the Common Stock in settlement of a SAR shall be conditioned upon the
      delivery by the Participant of payment by an electronic transfer of funds,
      such other form as may be acceptable under the administrative procedures
      established by the Company, or any other form of legal consideration that
      may be acceptable to the Administrator, equal to such amount as the
      Company shall determine to be sufficient to satisfy any liability it may
      have for any withholding of income or other taxes incurred under
      Applicable Laws by reason of the exercise; and certain investment
      representations, if requested by the
  Administrator.

            


    

     

    ARTICLE 9.

     

    STOCK
AWARDS

     

    
      	
              9.1  

            	
              Restricted
      Stock Award Agreement.  Shares of Common Stock that are
      the subject of a Restricted Stock Award will be subject to restrictions on
      disposition by the Participant and an obligation of the Participant to
      forfeit and surrender the shares to the Company under certain
      circumstances.

            


    

     

    
      	
              (a)  

            	
              Issuance
      of Restricted Stock.  The right to receive Restricted
      Stock shall be conditioned upon the delivery by the Participant of
      (i) payment of the purchase price, if any, in full, by an electronic
      transfer of funds, such other form as may be acceptable under the
      administrative procedures established by the Company, or any other form of
      legal consideration that may be acceptable to the Administrator; (ii)
      payment in similar form equal to such amount as the Company shall
      determine to be sufficient to satisfy any liability it may have for any
      withholding of income or other taxes under Applicable Laws incurred by
      reason of the vesting of the Restricted Stock or the Participant’s
      election under Code Section 83(b); (iii) certain investment
      representations, if requested by the Administrator; and (iv) a copy
      of the executed Award Agreement in the form specified by the Administrator
      with respect to the grant of Restricted Stock to that
      Participant.

            


    

     

    
      	
              (b)  

            	
              Stock
      Register or Certificates.  Shares representing the
      Restricted Stock shall be recorded in the stock register of the Company in
      the name of the Participant to whom such Restricted Stock shall have been
      granted.  In the event the Company issues certificates, a stock
      certificate or certificates representing the Restricted Stock shall be
      registered in the name of the Participant to whom such Restricted Stock
      shall have been granted, and such certificates shall remain in the custody
      of the Company.  The Participant shall deposit with the Company
      stock powers or other instruments of assignment, each endorsed in blank,
      so as to permit retransfer to the Company of all or a portion of the
      Restricted Stock that shall be forfeited or otherwise not become vested in
      accordance with the Plan and the applicable Award
    Agreement.

            


    

     

    
      	
              (c)  

            	
              Restrictions
      and Rights.  Restricted Stock shall constitute issued and
      outstanding shares of Stock for all corporate
      purpos­es.  The Participant shall have the right to vote
      such Restrict­ed Stock, to receive and retain all regular cash
      dividends and such other distributions, as the Board of Directors may, in
      its discre­tion, designate, pay or distribute on such Restricted
      Stock, and to exercise all other rights, powers and privileges of a holder
      of Stock with respect to such Restricted Stock, except as set forth in
      this section.  During the Restriction Period, the Participant
      may not sell, transfer, pledge, exchange, hypothecate, or otherwise
      dispose of the stock until the restrictions have lapsed, and a breach of
      the terms and conditions established by the Administrator pursuant to the
      Award Agreement will cause a forfeiture of the Restricted
      Stock.  The Award Agreement may contain such other provisions,
      which shall not be inconsistent with the Plan, as the Administrator shall
      deem appropriate.

            


    

     

    
      	
              (d)  

            	
              Forfeiture.  If
      the Participant fails to satisfy any applicable restrictions, terms and
      conditions set forth in this Plan or in the applicable Award Agreement for
      any reason, any Restricted Stock held by such Participant and affected by
      such conditions shall be forfeited to the Company in return for such
      consideration as shall be specified in the Award Agreement.  The
      Company and its officers are authorized to reflect such forfei­ture of
      Re­stricted Stock on the Company’s stock
  ledger.

            


    

     

    
      	
              9.2  

            	
              Bonus
      Stock Awards..  Each Bonus
      Stock Award granted to a Participant will constitute a transfer of shares
      of Common Stock other than Restricted Stock on such terms and conditions
      as the Administrator shall determine.  Bonus Stock Awards will
      be made in shares of Common Stock and need not be subject to performance
      criteria or objectives or to forfeiture.  The purchase price, if
      any, for Common Stock issued in connection with a Bonus Stock Award will
      be determined by the Administrator in its sole
  discretion.

            


    

     

    ARTICLE 10.

     

    OTHER
AWARDS

     

    The
Administrator may from time to time in its sole discretion determine which of
the eligible Employees, Consultants or Directors of the Company and its
Affiliates should receive grants of other Awards that are valued in whole or in
part by reference to, or are otherwise based upon, Common Stock, including
without limitation dividend equivalents, phantom stock and performance
units.  Such Awards may be issued alone or in conjunction with other
Awards under the Plan.  In addition, the Administrator may, from time
to time, in its sole discretion and consistent with Applicable Laws that would
prohibit the imposition of the constructive or actual receipt of income, afford
a Participant the opportunity to convert the form of Award currently held by the
Participant prior to the time such Participant would become vested in such Award
(e.g., from a Restricted Stock Award to a restricted stock unit
award).   The Administrator, in its sole discretion, may include
in any Award any provisions necessary to avoid adverse tax consequences to the
Participant under Section 409A.

     

    ARTICLE 11.

     

    ISSUANCE
OF SHARES

     

    
      	
              11.1  

            	
              Stock
      Certificates..  Notwithstanding
      anything herein to the contrary, the Company shall not be required to
      issue or deliver any certificates evidencing shares of Common Stock
      pursuant to the exercise of any Award, unless and until the Board of
      Directors has determined, with advice of counsel, that the issuance and
      delivery of such certificates is in compliance with all Applicable Laws,
      regulations of governmental authorities and, if applicable, the
      requirements of any exchange on which the shares are listed or
      traded.  All stock certificates delivered pursuant to the Plan
      are subject to any stop-transfer orders and other restrictions as the
      Administrator deems necessary or advisable to comply with federal, state,
      or foreign jurisdiction, securities or other under Applicable Laws and
      rules and regulations.  The Administrator may place legends on
      any stock certificate to reference restrictions applicable to the
      shares.  In addition to the terms and conditions provided
      herein, the Board of Directors may require that a Participant make such
      reasonable covenants, agreements, and representations as the Board of
      Directors, in its discretion, deems advisable in order to comply with any
      such laws, regulations, or requirements.  The Administrator
      shall have the right to require any Participant to comply with any timing
      or other restrictions with respect to the settlement or exercise of any
      Award, including a window-period limitation, as may be imposed in the
      discretion of the Administrator.

            


    

     

    
      	
              11.2  

            	
              Nontransferability..  No right
      or interest of a Participant in any Award may be pledged, encumbered, or
      hypothecated to or in favor of any party other than the Company or an
      Affiliate, or shall be subject to any lien, obligation, or liability of
      such Participant to any other party other than the Company or an
      Affiliate.  Except as otherwise provided by the Administrator,
      no Award shall be assigned, transferred, or otherwise disposed of by a
      Participant for value other than by will or the laws of descent and
      distribution.  Any permitted transfer shall be subject to the
      condition that the Administrator receive evidence satisfactory to it that
      the transfer is being made for estate or tax planning or securities
      compliance purposes and on a basis consistent with the Company’s lawful
      issue of securities.

            


    

     

    
      	
              11.3  

            	
              Paperless
      Administration..  Subject to
      Applicable Laws, the Administrator may make Awards, provide applicable
      disclosure and establish procedures for exercise of Awards by an internet
      website or interactive voice response system for the paperless
      administration of Awards.

            


    

     

    ARTICLE 12.

     

    TERMINATION
OF CONTINUOUS SERVICE

     

    
      	
              12.1  

            	
              Effect
      of Termination of Continuous Service.  This section
      applies only to Awards other than Restricted Stock or Bonus
      Stock.  Any vesting of any Award shall cease upon termination of
      the Participant’s Continuous Service, and any Award shall be exercisable
      only to the extent that it was exercisable on the date of such termination
      of Continuous Service.  Any Award not exercisable as of the date
      of termination, and any Award or portions thereof not exercised within the
      period specified herein, shall
terminate.

            


    

     

    
      	
              (a)  

            	
              Termination
      Other than for Cause.  Subject to any limitations set
      forth in the agreement for an Award, and provided that the notice of
      exercise is provided as required by the Plan prior to the expiration of
      the Award, the Participant shall be entitled to exercise the Award (i)
      during the Participant’s Continuous Service, and (ii) for a period of
      ninety (90) days after the date of termination of the Participant’s
      Continuous Service for reason other than Cause, or such longer period as
      may be set forth in the Award
Agreement.

            


    

     

    
      	
              (b)  

            	
              Termination
      by Death.  Notwithstanding subsection (a), if a
      Participant’s Continuous Service should terminate as a result of the
      Participant’s death, or if a Participant should die within a period of
      three (3) months after termination of the Participant’s Continuous Service
      under circumstances in which subsection (a) would permit the exercise
      of the Award following termination, the personal representatives of the
      Participant’s estate or the person or persons who shall have acquired the
      Award from the Participant by bequest or inheritance may exercise the
      Award at any time within one year after the date of death, but not later
      than the expiration date of the
Award.

            


    

     

    
      	
              (c)  

            	
              Termination
      by Disability.  Notwithstanding subsection (a), if a
      Participant’s Continuous Service should terminate by reason of the
      Participant’s Disability, the Participant may exercise the Award at any
      time within one (1) year after the date of termination but not later than
      the expiration date of the Award.

            


    

     

    
      	
              (d)  

            	
              Termination
      for Cause[; Breach of Covenant Not to Compete or Nondisclosure
      Agreement].  Notwithstanding anything herein to the
      contrary, and unless otherwise provided by the Award Agreement, all
      unexercised Awards granted to the Participant shall terminate immediately
      if the Participant is terminated for Cause upon such
      occurrence.

            


    

     

    
      	
              (e)  

            	
              Extension
      of Award Termination Date.  The Administrator, in its
      sole discretion, may extend the termination date of an Award granted under
      the Plan without regard to the preceding provisions of this
      section.  Exercise of an Incentive Stock Option beyond the
      periods provided in subsections (a), (b) and (c) shall evidence the
      Participant’s consent to such extension and any resulting
      recharacterization of the Option as a Nonqualified Stock
      Option.

            


    

     

    
      	
              12.2  

            	
              Effect
      of Termination of Continuous Service on Stock.  In the
      event that a Participant terminates Continuous Service with the Company
      for any reason, including Disability of the Participant, any unvested
      shares of Common Stock held by such Participant as of the date of such
      termination of Continuous Service shall be forfeited to the Company as of
      the date of termination of Continuous Service unless otherwise provided in
      the applicable Award Agreement.

            


    

     

    ARTICLE 13.

     

    REORGANIZATION,
RECAPITALIZATION AND CHANGE IN CONTROL

     

    
      	
              13.1  

            	
              Adjustments
      to Common Stock.  The shares with respect to which Awards
      may be granted are shares of Common Stock as presently constituted;
      provided, however, that if, and whenever, prior to the expiration or
      distribution to the Participant of an Award theretofore granted, the
      Company shall effect a subdivision or consolidation of shares of Common
      Stock or the payment of a stock dividend on Common Stock without receipt
      of consideration by the Company, the number of shares of Common Stock with
      respect to which such Award may thereafter be exercised or satisfied, as
      applicable, (a) in the event of an increase in the number of outstanding
      shares, shall be proportionately increased, and the exercise price per
      share shall be proportionately reduced, and (b) in the event of a
      reduction in the number of outstanding shares, shall be proportionately
      reduced, and the exercise price per share shall be proportionately
      increased.  Notwithstanding the foregoing, any such adjustment
      made with respect to an Award that is an Incentive Stock Option shall
      comply with the requirements of Section 424(a) of the Code, and in no
      event shall any such adjustment be made which would render any Incentive
      Stock Option granted under the Plan to be other than an “incentive stock
      option” for purposes of Section 422 of the
Code.

            


    

     

    
      	
              13.2  

            	
              Recapitalization.  If
      the Company recapitalizes or otherwise changes its capital structure,
      thereafter upon any exercise or satisfaction, as applicable, of a
      previously granted Award, the Participant shall be entitled to receive (or
      entitled to purchase, if applicable) under such Award, in lieu of the
      number of shares of Common Stock then covered by such Award, the number
      and class of shares of stock and securities to which the Participant would
      have been entitled pursuant to the terms of the recapitalization if,
      immediately prior to such recapitalization, the Participant had been the
      holder of record of the number of shares of Common Stock then covered by
      such Award.

            


    

     

    
      	
              13.3  

            	
              Change
      in Control.

            


    

     

    
      	
              (a)  

            	
              Substitution
      of Awards.  In the event of a Change in Control, any
      surviving corporation or acquiring corporation may assume any outstanding
      Award under the Plan or may substitute similar stock awards on an
      equitable basis of appropriate stock of the Company, or of the surviving
      corporation or acquiring corporation, which will be issuable in respect of
      the Common Stock (including an award to acquire the same consideration
      paid to the stockholders in the Change in Control) for those outstanding
      under the Plan.

            


    

     

    
      	
              (b)  

            	
              Acceleration
      of Vesting.  In the event of a Change in Control, the
      Administrator may, in its sole discretion, accelerate the vesting of
      outstanding Awards held by Participants whose Continuous Service has not
      terminated (and, if applicable, the time during which such Awards may be
      exercised).  In anticipation of a Change in Control, the
      Administrator may, upon written notice to all Participants holding Awards,
      provide that all unexercised Awards must be exercised or satisfied upon
      the Change in Control or within a specified number of days of the date of
      such Change in Control or such Awards will terminate.  In
      response to such notice, a Participant may make an irrevocable election to
      exercise the Participant’s Award contingent upon and effective as of the
      effective date stated in such notice.  Any Award shall terminate
      if not exercised upon the time frame stated in the notice.  The
      Administrator may, in its sole discretion, accelerate the vesting of any
      outstanding Award in connection with any proposed or completed Change in
      Control.  Prior to such a Change in Control, the Administrator
      may, in its sole discretion, terminate any or all unexercised Awards
      (after acceleration of vesting) in exchange for consideration similar to
      that received by stockholders of Common Stock of the Company in the Change
      in Control, less the exercise price required under such
      Awards.

            


    

     

    
      	
              13.4  

            	
              Other
      Events.  In the event of changes to the outstanding
      Common Stock by reason of recapitalization, reorganization, mergers,
      consolidations, combinations, exchanges or other relevant changes in
      capitalization occurring after the date of the grant of any Award and not
      otherwise provided for under this article, any outstanding Awards and any
      Award Agreements evidencing such Awards shall be subject to adjustment by
      the Committee in its discretion as to the number and exercise price of
      shares of Common Stock or other consideration subject to such
      Award.  In the event of any such change to the outstanding
      Common Stock, the aggregate number of shares available under the Plan may
      be appropriately adjusted by the Administrator, the determination of which
      shall be conclusive.

            


    

     

    
      	
              13.5  

            	
              No
      Adjustment for Certain Awards.  Except as hereinabove
      expressly provided, the issuance by the Company of shares of stock of any
      class or securities convertible into shares of stock of any class, for
      cash, property, labor or services, upon direct sale, upon the exercise of
      rights or warrants to subscribe therefor or upon conversion of shares or
      obligations of the Company convertible into such shares or other
      securities, and in any case whether or not for fair market value, shall
      not affect previously granted Awards, and no adjustment by reason thereof
      shall be made with respect to the number of shares of Common Stock subject
      to Awards theretofore granted or the exercise price per share, if
      applicable.

            


    

     

    ARTICLE 14.

     

    AMENDMENT
AND TERMINATION

     

    
      	
              14.1  

            	
              Amendment
      of the Plan.  The Board of Directors may at any time and
      from time to time alter, amend, suspend or terminate the Plan or any part
      thereof as it may deem proper, except that no such action shall diminish
      or impair the rights under an Award previously granted.  Unless
      the stockholders of the Company shall have given their approval, the Board
      of Directors may not amend the Plan to (a) increase the maximum
      aggregate number of shares that may be issued under the Plan,
      (b) increase the maximum number of shares that may be issued under
      the Plan through Incentive Stock Options, (c) change the class of
      individuals eligible to receive Awards under the Plan, or (d) make
      any other change that would require stockholder approval under Applicable
      Law.

            


    

     

    
      	
              14.2  

            	
              Termination
      of the Plan.  The Board of Directors may at any time
      suspend or terminate the Plan.  No such suspension or
      termination shall diminish or impair the rights under an Award previously
      granted without the consent of the Participant, and termination of the
      Plan shall not affect the Administrator’s ability to exercise the powers
      granted to it hereunder with respect to Awards granted under the Plan
      prior to the date of such
termination.

            


    

     

    ARTICLE 15.

     

    GENERAL
PROVISIONS

     

    
      	
              15.1  

            	
              Tax
      Obligations.  To the extent provided by the terms of an
      Award Agreement, the Participant may satisfy any income or other tax
      withholding obligation under Applicable Laws relating to the exercise or
      acquisition of Common Stock under an Award by tendering a cash payment or,
      if permitted by the Administrator, either withholding from any cash
      compensation paid to the Participant by the Company or its Affiliate or
      delivering to the Company owned and unencumbered shares of Common
      Stock.  To the extent required to avoid penalties under Section
      409A, the Administrator shall have the authority to interpret, administer
      and/or amend unilaterally any Award issued under the Plan to comply with
      Section 409A.  Notwithstanding any provision to the contrary,
      all taxes associated with participation in the Plan, including any
      liability imposed under Section 409A, shall be borne by the
      Participant.

            


    

     

    
      	
              15.2  

            	
              Beneficiary
      Designations.  Each Participant may, from time to time,
      name a beneficiary or beneficiaries (who may be contingent or successive
      beneficiaries) for purposes of receiving any amount which is payable in
      connection with an Award under the Plan upon or subsequent to the
      Participant’s death.  Each such beneficiary designation shall
      serve to revoke all prior beneficiary designations, be in a form
      prescribed by the Company and be effective solely when filed by the
      Participant in writing with the Company during the Participant’s
      lifetime.  In the absence of any such written beneficiary
      designation, for purposes of the Plan, a Participant’s beneficiary shall
      be the Participant’s estate.

            


    

     

    
      	
              15.3  

            	
              Rule
      16b-3.  It is intended that, at any time the Company is
      Publicly Traded, the Plan and any Award made to a person subject to
      Section 16 of the Exchange Act shall meet all of the requirements of Rule
      16b-3.  If any provision of the Plan or of any such Award would
      disqualify the Plan or such Award under, or would otherwise not comply
      with the requirements of, Rule 16b-3, such provision or Award shall be
      construed or deemed to have been amended as necessary to conform to the
      requirements of Rule 16b-3.

            


    

     

    
      	
              15.4  

            	
              Section
      162(m).  It is intended that, at any time when the Common
      Stock is Publicly-Traded, the Plan shall comply fully with and meet all
      the requirements of Section 162(m) so that Awards hereunder which are
      made to Participants who are “covered employees” (as defined in Section
      162(m)) shall constitute “performance-based” compensation within the
      meaning of Section 162(m).  The performance criteria to be
      utilized under the Plan for such purposes shall consist of objective tests
      based on one or more of the following:  earnings or earnings per
      share, cash flow, customer satisfaction, revenues, financial return ratios
      (such as return on equity and/or return on assets), market performance,
      stockholder return and/or value, operating profits, EBITDA, net profits,
      profit returns and margins, stock price, credit quality, sales growth,
      market share, comparisons to peer companies (on a company-wide or
      divisional basis), working capital and/or individual or aggregate employee
      performance.  At such time the Company is Publicly-Traded, if
      any provision of the Plan would disqualify the Plan or would not otherwise
      permit the Plan to comply with Section 162(m) as so intended, such
      provision shall be construed or deemed amended to conform to the
      requirements or provisions of Section
162(m).

            


    

     

    
      	
              15.5  

            	
              No
      Employment Rights.  Nothing contained in this Plan or in
      any Award granted under the Plan shall confer upon any Participant any
      right with respect to the continuation of such Participant’s Continuous
      Service by the Company or any Affiliate or interfere in any way with the
      right of the Company or any Affiliate, subject to the terms of any
      separate employment agreement to the contrary, at any time to terminate
      such Continuous Service or to increase or decrease the compensation of the
      Participant from the rate in existence at the time of the grant of the
      Award.

            


    

     

    
      	
              15.6  

            	
              Jurisdictions.  In
      order to assure the viability of Awards granted to Participants employed
      in various jurisdictions, the Administrator shall have the authority to
      adopt such modifications, procedures and subplans as may be necessary or
      desirable to comply with provisions of the Applicable Laws in which the
      Company may operate to assure the viability of the benefits from Awards
      granted to Participants employed in such countries, to accommodate
      differences in local law, tax policy, or custom applicable in the
      jurisdiction in which the Participant resides or is employed and to meet
      the objectives of the Plan.  Moreover, the Committee may approve
      such supplements to, or amendments, restatements, or alternative versions
      of, the Plan as it may consider necessary or appropriate for such purposes
      without thereby affecting the terms of the Plan as in effect for any other
      purpose; provided, however, that no such supplements, amendments,
      restatements, or alternative versions shall increase the share limitations
      contained in Article 4.  Notwithstanding the foregoing, the
      Committee may not take any actions hereunder, and no Awards shall be
      granted, that would violate any Applicable
Laws.

            


    

     

    
      	
              15.7  

            	
              Foreign
      Currency.  A Participant may be required to provide
      evidence that any currency used to pay the exercise price of any Award was
      acquired and taken out of the jurisdiction in which the Participant
      resides in accordance with Applicable Laws, including foreign exchange
      control laws and regulations.  The amount payable will be
      determined by conversion from U.S.  dollars at the exchange rate
      as selected by the Committee on the date of
  exercise.

            


    

     

    
      	
              15.8  

            	
              Other
      Employee Benefits.  Unless so provided by the applicable
      plan, the amount of compensation deemed to be received by a Participant as
      a result of the exercise of an Award shall not constitute earnings with
      respect to which any other employee benefits of the person are determined,
      including without limitation benefits under any pension, profit sharing,
      life insurance, or disability or other salary continuation
      plan.

            


    

     

    
      	
              15.9  

            	
              Confidentiality
      of Information.  Except as required by applicable law,
      information regarding the grant of Awards under this Plan is confidential
      of the Company and may not be shared with anyone other than the
      Participant’s immediate family and personal financial advisor and other
      person(s) designated by Participant by power of attorney or
      assignment.

            


    

     

    
      	
              15.10  

            	
              No
      Funding.  The Plan shall be unfunded.  The
      Company shall not be required to establish any special or separate fund or
      to make any other segregation of funds or assets to ensure the payment of
      any Award.

            


    

     

    
      	
              15.11  

            	
              Severability.  If
      any provision of this Plan is held by any court or governmental authority
      to be illegal or invalid for any reason, such illegality or invalidity
      shall not affect the remaining provisions.  Instead, each
      provision held to be illegal or invalid shall, if possible, be construed
      and enforced in a manner that will give effect to the terms of such
      provision to the fullest extent possible while remaining legal and
      valid.

            


    

     

    
      	
              15.12  

            	
              Governing
      Law and Venue.  This Plan, and all Awards granted under
      this Plan, shall be construed and shall take effect in accordance with the
      laws of the State of Nevada without regard to conflicts of laws
      principles.  Resolution of any disputes under the Plan or any
      Award under the Plan shall only be held in courts in Washoe County,
      Nevada.

            


    

     

    
      	
              15.13  

            	
              Use
      of Proceeds.  Any cash proceeds received by the Company
      from the sale of shares of Common Stock under the Plan shall be used for
      general corporate purposes, but in no event shall be used to purchase
      shares in the public market for issuance of Stock or Awards under the
      Plan.

            


    

     

    
      	
              15.14  

            	
              Appendices.  The
      Administrator may approve such supplements, amendments or appendices to
      the Plan as it may consider necessary or appropriate for purposes of
      compliance with Applicable Laws or otherwise and such supplements,
      amendments or appendices shall be considered a part of the Plan; provided,
      however, that no such supplements shall increase the share limitations
      contained in Article 4.

            


    

     

    Adopted
by the Board of Directors on April 9, 2009.