CHINA
INFRASTRUCTURE CONSTRUCTION CORPORATION

      


      
        
          

        

         

      

      2010
STOCK INCENTIVE PLAN

       

      
        

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      TABLE OF
CONTENTS

       

      
        
          	
                  ARTICLE
      I

                	
                  PURPOSE

                	
                  1

                
	 
      	 
      	 
      
	
                  ARTICLE
      II

                	
                  DEFINITIONS

                	
                  1

                
	 
      	 
      	 
      
	
                  ARTICLE
      III

                	
                  ADMINISTRATION

                	
                  5

                
	 
      	 
      	 
      
	
                  ARTICLE
      IV

                	
                  SHARE
      LIMITATION

                	
                  8

                
	 
      	 
      	 
      
	
                  ARTICLE
      V

                	
                  ELIGIBILITY –
      GENERAL REQUIREMENTS FOR AWARDS

                	
                  11

                
	 
      	 
      	 
      
	
                  ARTICLE
      VI

                	
                  STOCK
      OPTIONS

                	
                  11

                
	 
      	 
      	 
      
	
                  ARTICLE
      VII

                	
                  STOCK
      APPRECIATION RIGHTS

                	
                  14

                
	 
      	 
      	 
      
	
                  ARTICLE
      VIII

                	
                  RESTRICTED
      STOCK

                	
                  16

                
	 
      	 
      	 
      
	
                  ARTICLE
      IX

                	
                  PERFORMANCE
      SHARES

                	
                  18

                
	 
      	 
      	 
      
	
                  ARTICLE
      X

                	
                  OTHER
      STOCK-BASED AWARDS

                	
                  19

                
	 
      	 
      	 
      
	
                  ARTICLE
      XI

                	
                  PERFORMANCE-BASED
      CASH AWARDS

                	
                  21

                
	 
      	 
      	 
      
	
                  ARTICLE
      XII

                	
                  TERMINATION

                	
                  22

                
	 
      	 
      	 
      
	
                  ARTICLE
      XIII

                	
                  CHANGE
      IN CONTROL PROVISIONS

                	
                  23

                
	 
      	 
      	 
      
	
                  ARTICLE
      XIV

                	
                  TERMINATION
      OR AMENDMENT OF PLAN

                	
                  26

                
	 
      	 
      	 
      
	
                  ARTICLE
      XV

                	
                  UNFUNDED
      PLAN

                	
                  27

                
	 
      	 
      	 
      
	
                  ARTICLE
      XVI

                	
                  GENERAL
      PROVISIONS

                	
                  27

                
	 
      	 
      	 
      
	
                  ARTICLE
      XVII

                	
                  EFFECTIVE
      DATE OF PLAN

                	
                  30

                
	 
      	 
      	 
      
	
                  ARTICLE XVIII

                	
                  TERM
      OF PLAN

                	
                  30

                
	 
      	 
      	 
      
	
                  ARTICLE
      XIX

                	
                  NAME
      OF PLAN

                	
                  30

                


        

      

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      


      ARTICLE
I

       

      PURPOSE

       

      The
purpose of this Plan is to enhance the profitability and value of the Company
for the benefit of its stockholders by enabling the Company to offer Eligible
Employees, Consultants and Non-Employee Directors cash and stock-based
incentives in the Company to attract, retain and reward such individuals and
strengthen the mutuality of interests between such individuals and the Company’s
stockholders.

       

      ARTICLE
II

       

      DEFINITIONS

       

      For
purposes of this Plan, the following terms shall have the following
meanings:

       

      2.1                 “Acquisition
Event” means a
merger or consolidation in which the Company is not the surviving entity, any
transaction that results in the acquisition of all or substantially all of the
Company’s outstanding Common Stock by a single person or entity or by a group of
persons and/or entities acting in concert, or the sale or transfer of all or
substantially all of the Company’s assets.

       

      2.2                 “Affiliate” means each of the following:
(a) any Subsidiary; (b) any Parent; (c) any corporation, trade or
business (including, without limitation, a partnership or limited liability
company) which is directly or indirectly controlled 50% or more (whether by
ownership of stock, assets or an equivalent ownership interest or voting
interest) by the Company; (d) any corporation, trade or business (including,
without limitation, a partnership or limited liability company) which directly
or indirectly controls 50% or more (whether by ownership of stock, assets or an
equivalent ownership interest or voting interest) of the Company; and
(e) any other entity in which the Company or any of its Affiliates has a
material equity interest and which is designated as an “Affiliate” by resolution
of the Committee; provided that the Common Stock subject to any Award
constitutes “service recipient stock” for purposes of Section 409A of the Code
or otherwise does not subject the Award to Section 409A of the
Code.

       

      2.3                 “Appreciation
Award” means any
Award under this Plan of any Stock Option, Stock Appreciation Right or Other
Stock-Based Award, provided that such Other Stock-Based Award is based on the
appreciation in value of a share of Common Stock in excess of an amount equal to
at least the Fair Market Value of the Common Stock on the date such Other
Stock-Based Award is granted.

      


      2.4                 “Award” means any award under this
Plan of any Stock Option, Stock Appreciation Right, Restricted Stock,
Performance Share, Other Stock-Based Award or Performance-Based Cash Awards. All
Awards shall be granted by, confirmed by, and subject to the terms of, a written
agreement executed by the Company and the Participant.

       

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

       

      2.6                 “Cause” means with respect to a
Participant’s Termination of Employment or Termination of Consultancy from and
after the date hereof, the following: (a) in the case where there is no
employment agreement, consulting agreement, change in control agreement or
similar agreement in effect between the Company or an Affiliate and the
Participant at the time of the grant of the Award (or where there is such an
agreement but it does not define “cause” (or words of like import)), termination
due to: (i) a Participant’s conviction of, or plea of guilty or nolo contendere
to, a felony; (ii) perpetration by a Participant of an illegal act, or fraud
which could cause significant economic injury to the Company; (iii) continuing
willful and deliberate failure by the Participant to perform the Participant’s
duties in any material respect, provided that the Participant is given notice
and an opportunity to effectuate a cure as determined by the Committee; or (iv)
a Participant’s willful misconduct with regard to the Company that could have a
material adverse effect on the Company; or (b) in the case where there is an
employment agreement, consulting agreement, change in control agreement or
similar agreement in effect between the Company or an Affiliate and the
Participant at the time of the grant of the Award that defines “cause” (or words
of like import), “cause” as defined under such agreement; provided, however,
that with regard to any agreement under which the definition of “cause” only
applies on occurrence of a change in control, such definition of “cause” shall
not apply until a change in control actually takes place and then only with
regard to a termination thereafter. With respect to a Participant’s Termination
of Directorship, “cause” means an act or failure to act that constitutes cause
for removal of a director under applicable Delaware law.

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

       

      2.7                 “Change in
Control” has the
meaning set forth in Section 13.2.

       

      2.8                 “Change in
Control Price”
has the meaning set forth in Section 13.1.

       

      2.9                 “Code” means the Internal Revenue
Code of 1986, as amended. Any reference to any section of the Code shall also be
a reference to any successor provision and any Treasury Regulation promulgated
thereunder.

       

      2.10               “Committee”
means: (a) with respect to the application of this Plan to Eligible
Employees and Consultants, a committee or subcommittee of the Board appointed
from time to time by the Board, which committee or subcommittee shall consist of
two or more non-employee directors, each of whom shall be (i) a “non-employee
director” as defined in Rule 16b-3; (ii) to the extent required by Section
162(m) of the Code, an “outside director” as defined under Section 162(m) of the
Code; and (iii) an “independent director” for purposes of the applicable stock
exchange rules; and (b) with respect to the application of this Plan to
Non-Employee Directors, the Board. To the extent that no Committee exists that
has the authority to administer this Plan, the functions of the Committee shall
be exercised by the Board. If for any reason the appointed Committee does not
meet the requirements of Rule 16b-3 or Section 162(m) of the Code, such
noncompliance shall not affect the validity of Awards, grants, interpretations
or other actions of the Committee.

       

      2.11               “Common
Stock” means the
common stock, no par value, of the Company.

       

      2.12               “Company” means China Infrastructure
Construction Corporation, a Colorado corporation, and its successors by
operation of law.

       

      2.13               “Consultant” means any individual or
entity who provides bona fide consulting or advisory services to the Company or
its Affiliates pursuant to a written agreement, which are not in connection with
the offer and sale of securities in a capital-raising transaction.

       

      2.14               “Disability” means with respect to a
Participant’s Termination, a permanent and total disability as defined in
Section 22(e)(3) of the Code. A Disability shall only be deemed to occur at the
time of the determination by the Committee of the Disability. Notwithstanding
the foregoing, for Awards that are subject to Section 409A of the Code,
Disability shall mean that a Participant is disabled under Section
409A(a)(2)(C)(i) or (ii) of the Code.

       

      2.15               “Effective
Date” means the
effective date of this Plan as defined in Article XVII.

       

      2.16               “Eligible
Employees” means
each employee of the Company or an Affiliate.

       

      2.17               “Exchange
Act” means the
Securities Exchange Act of 1934, as amended. Any references to any section of
the Exchange Act shall also be a reference to any successor
provision.

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      2.18               “Fair
Market Value”
means, unless otherwise required by any applicable provision of the Code or any
regulations issued thereunder, as of any date and except as provided below, the
last sales price reported for the Common Stock on the applicable date: (a) as
reported on the principal national securities exchange in the United States on
which it is then traded, or (b) if the Common Stock is not traded, listed or
otherwise reported or quoted, the Committee shall determine in good faith the
Fair Market Value in whatever manner it considers appropriate taking into
account the requirements of Section 409A of the Code. For purposes of the grant
of any Award, the applicable date shall be the trading day immediately prior to
the date on which the Award is granted. For purposes of the exercise of any
Award, the applicable date shall be the date a notice of exercise is received by
the Committee or, if not a day on which the applicable market is open, the next
day that it is open.

       

      2.19               “Family
Member” means
“family member” as defined in Section A.1.(5) of the general instructions of
Form S-8.

       

      2.20               “GAAP” has the meaning set forth in
Section 11.2(c)(ii).

       

      2.21               “Incentive
Stock Option”
means any Stock Option awarded to an Eligible Employee of the Company, its
Subsidiaries and its Parent (if any) under this Plan intended to be and
designated as an “Incentive Stock Option” within the meaning of Section 422 of
the Code.

       

      2.22               “Non-Employee
Director” means a
director of the Company who is not an active employee of the Company or an
Affiliate.

       

      2.23               “Non-Qualified
Stock Option”
means any Stock Option awarded under this Plan that is not an Incentive Stock
Option.

       

      2.24               “Other
Stock-Based Award” means an Award under Article
X of this Plan that is valued in whole or in part by reference to, or is payable
in or otherwise based on, Common Stock, including, without limitation, a
restricted stock unit or an Award valued by reference to an
Affiliate.

       

      2.25               “Parent” means any parent corporation
of the Company within the meaning of Section 424(e) of the Code.

       

      2.26               “Participant” means an Eligible Employee,
Non-Employee Director or Consultant to whom an Award has been granted pursuant
to this Plan.

       

      2.27               “Performance
Goals” means, for
purposes of the grant or vesting of Awards of Restricted Stock, Other
Stock-Based Awards, Performance Shares and/or Performance-Based Cash Awards,
each intended to be “performance-based” under Section 162(m) of the Code, shall
be based on the attainment of certain target levels of, or a specified increase
or decrease (as applicable) of the performance goals established by the
Committee.

       

      2.28               “Performance-Based
Cash Award” means
a cash Award under Article XI of this Plan that is payable or otherwise based on
the attainment of certain pre-established performance goals during a Performance
Period.

       

      2.29               “Performance
Period” means the
duration of the period during which receipt of an Award is subject to the
satisfaction of performance criteria, such period as determined by the Committee
in its sole discretion.

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      2.30               “Performance
Share” means an
Award made pursuant to Article IX of this Plan of the right to receive Common
Stock or cash of an equivalent value at the end of a specified Performance
Period.

       

      2.31               “Person” means any individual,
corporation, partnership, limited liability company, firm, joint venture,
association, joint-stock company, trust, incorporated organization, governmental
or regulatory or other entity.

       

      2.32               “Plan” means this China
Infrastructure Construction Corporation 2010 Stock Incentive Plan, as amended
from time to time.

       

      2.33               “Reference
Stock Option” has
the meaning set forth in Section 7.1.

       

      2.34               “Restricted
Stock” means an
Award of shares of Common Stock under this Plan that is subject to restrictions
under Article VIII.

       

      2.35               “Restriction
Period” has the
meaning set forth in Subsection 8.3(a).

       

      2.36               “Rule
16b-3” means Rule
16b-3 under Section 16(b) of the Exchange Act as then in effect or any successor
provision.

       

      2.37               “Section
162(m) of the Code” means the exception for
performance-based compensation under Section 162(m) of the Code and any
applicable Treasury regulations thereunder.

       

      2.38               “Section
409A of the Code”
means the nonqualified deferred compensation rules under Section 409A of the
Code and any applicable Treasury regulations thereunder.

       

      2.39               “Securities
Act” means the
Securities Act of 1933, as amended and all rules and regulations promulgated
thereunder. Any reference to any section of the Securities Act shall also be a
reference to any successor provision.

       

      2.40               “Stock
Appreciation Right” means the right pursuant to
an Award granted under Article VII. A Tandem Stock Appreciation Right shall mean
the right to surrender to the Company all (or a portion) of a Stock Option in
exchange for cash or a number of shares of Common Stock (as determined by the
Committee, in its sole discretion, on the date of grant) equal to the difference
between (a) the Fair Market Value on the date such Stock Option (or such
portion thereof) is surrendered, of the Common Stock covered by such Stock
Option (or such portion thereof), and (b) the aggregate exercise price of
such Stock Option (or such portion thereof). A Non-Tandem Stock Appreciation
Right shall mean the right to receive cash or a number of shares of Common Stock
(as determined by the Committee, in its sole discretion, on the date of grant)
equal to the difference between (i) the Fair Market Value of a share of
Common Stock on the date such right is exercised, and (ii) the aggregate
exercise price of such right, otherwise than on surrender of a Stock
Option.

       

      2.41               “Stock
Option” or “Option” means any option to purchase
shares of Common Stock granted to Eligible Employees, Non-Employee Directors or
Consultants granted pursuant to Article VI.

       

      2.42               “Subsidiary” means any subsidiary
corporation of the Company within the meaning of Section 424(f) of the
Code.

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      2.43               “Ten
Percent Stockholder” means a person owning stock
possessing more than 10% of the total combined voting power of all classes of
stock of the Company, its Subsidiaries or its Parent.

       

      2.44               “Termination” means a Termination of
Consultancy, Termination of Directorship or Termination of Employment, as
applicable.

       

      2.45               “Termination
of Consultancy”
means: (a) that the Consultant is no longer acting as a consultant to the
Company or an Affiliate; or (b) when an entity which is retaining a Participant
as a Consultant ceases to be an Affiliate unless the Participant otherwise is,
or thereupon becomes, a Consultant to the Company or another Affiliate at the
time the entity ceases to be an Affiliate. In the event that a Consultant
becomes an Eligible Employee or a Non-Employee Director upon the termination of
his or her consultancy, unless otherwise determined by the Committee, in its
sole discretion, no Termination of Consultancy shall be deemed to occur until
such time as such Consultant is no longer a Consultant, an Eligible Employee or
a Non-Employee Director. Notwithstanding the foregoing, the Committee may, in
its sole discretion, otherwise define Termination of Consultancy in the Award
agreement or, if no rights of a Participant are reduced, may otherwise define
Termination of Consultancy thereafter.

       

      2.46               “Termination
of Directorship”
means that the Non-Employee Director has ceased to be a director of the Company;
except that if a Non-Employee Director becomes an Eligible Employee or a
Consultant upon the termination of his or her directorship, his or her ceasing
to be a director of the Company shall not be treated as a Termination of
Directorship unless and until the Participant has a Termination of Employment or
Termination of Consultancy, as the case may be.

       

      2.47               “Termination
of Employment”
means: (a) a termination of employment (for reasons other than a military
or personal leave of absence granted by the Company) of a Participant from the
Company and its Affiliates; or (b) when an entity which is employing a
Participant ceases to be an Affiliate, unless the Participant otherwise is, or
thereupon becomes, employed by the Company or another Affiliate at the time the
entity ceases to be an Affiliate. In the event that an Eligible Employee becomes
a Consultant or a Non-Employee Director upon the termination of his or her
employment, unless otherwise determined by the Committee, in its sole
discretion, no Termination of Employment shall be deemed to occur until such
time as such Eligible Employee is no longer an Eligible Employee, a Consultant
or a Non-Employee Director. Notwithstanding the foregoing, the Committee may, in
its sole discretion, otherwise define Termination of Employment in the Award
agreement or, if no rights of a Participant are reduced, may otherwise define
Termination of Employment thereafter.

       

      2.48               “Transfer” means: (a) when used as a
noun, any direct or indirect transfer, sale, assignment, pledge, hypothecation,
encumbrance or other disposition (including the issuance of equity in a Person),
whether for value or no value and whether voluntary or involuntary (including by
operation of law), and (b) when used as a verb, to directly or indirectly
transfer, sell, assign, pledge, encumber, charge, hypothecate or otherwise
dispose of (including the issuance of equity in a Person) whether for value or
for no value and whether voluntarily or involuntarily (including by operation of
law). “Transferred” and “Transferrable” shall have a correlative
meaning.

       

      ARTICLE
III

       

      ADMINISTRATION

       

      3.1                 The
Committee. The
Plan shall be administered and interpreted by the Committee.

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      3.2                 Grants of
Awards. The Committee shall have full authority to grant, pursuant to the
terms of this Plan, to Eligible Employees, Consultants and Non-Employee
Directors: (i) Stock Options, (ii) Stock Appreciation Rights,
(iii) Restricted Stock, (iv) Performance Shares; (v) Other
Stock-Based Awards, and (vi) Performance-Based Cash Awards. In particular, the
Committee shall have the authority:

      


      
        	
                 
      

              	
                (a)

              	
                to
      select the Eligible Employees, Consultants and Non-Employee Directors to
      whom Awards may from time to time be granted
  hereunder;

              


      

      


      
        	
                 
      

              	
                (b)

              	
                to
      determine whether and to what extent Awards, or any combination thereof,
      are to be granted hereunder to one or more Eligible Employees, Consultants
      or Non-Employee Directors;

              


      

      


      
        	
                 
      

              	
                (c)

              	
                to
      determine the number of shares of Common Stock to be covered by each Award
      granted hereunder;

              


      

      


      
        	
                 
      

              	
                (d)

              	
                to
      determine the terms and conditions, not inconsistent with the terms of
      this Plan, of any Award granted hereunder (including, but not limited to,
      the exercise or purchase price (if any), any restriction or limitation,
      any vesting schedule or acceleration thereof, or any forfeiture
      restrictions or waiver thereof, regarding any Award and the shares of
      Common Stock relating thereto, based on such factors, if any, as the
      Committee shall determine, in its sole
  discretion);

              


      

      


      
        	
                 
      

              	
                (e)

              	
                to
      determine whether, to what extent and under what circumstances grants of
      Options and other Awards under this Plan are to operate on a tandem basis
      and/or in conjunction with or apart from other awards made by the Company
      outside of this Plan;

              


      

      


      
        	
                 
      

              	
                (f)

              	
                to
      determine whether and under what circumstances a Stock Option may be
      settled in cash, Common Stock and/or Restricted Stock under
      Section 6.3(d);

              


      

       

      
        	
                 
      

              	
                (g)

              	
                to
      determine whether, to what extent and under what circumstances Common
      Stock and other amounts payable with respect to an Award under this Plan
      shall be deferred either automatically or at the election of the
      Participant in any case, subject to, and in accordance with, Section 409A
      of the Code;

              


      

      


      
        	
                 
      

              	
                (h)

              	
                to
      determine whether a Stock Option is an Incentive Stock Option or
      Non-Qualified Stock Option; and

              


      

      


      
        	
                 
      

              	
                (i)

              	
                to
      determine whether to require a Participant, as a condition of the granting
      of any Award, to not sell or otherwise dispose of shares acquired pursuant
      to the exercise of an Award for a period of time as determined by the
      Committee, in its sole discretion, following the date of the acquisition
      of such Award.

              


      

      


      3.3                 Guidelines.
Subject to Article XIV hereof, the Committee shall, in its sole discretion, have
the authority to adopt, alter and repeal such administrative rules, guidelines
and practices governing this Plan and perform all acts, including the delegation
of its responsibilities (to the extent permitted by applicable law and
applicable stock exchange rules), as it shall, from time to time, deem
advisable; to construe and interpret the terms and provisions of this Plan and
any Award issued under this Plan (and any agreements relating thereto); and to
otherwise supervise the administration of this Plan. The Committee may, in its
sole discretion, correct any defect, supply any omission or reconcile any
inconsistency in this Plan or in any agreement relating thereto in the manner
and to the extent it shall deem necessary to effectuate the purpose and intent
of this Plan. The Committee may, in its sole discretion, adopt special
guidelines and provisions for persons who are residing in or employed in, or
subject to, the taxes of, any domestic or foreign jurisdictions to comply with
applicable tax and securities laws of such domestic or foreign jurisdictions.
This Plan is intended to comply with the applicable requirements of Rule 16b-3
and with respect to Awards intended to be “performance-based,” the applicable
provisions of Section 162(m) of the Code, and this Plan shall be limited,
construed and interpreted in a manner so as to comply therewith.

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      3.4                 Decisions
Final. Any decision, interpretation or other action made or taken in good
faith by or at the direction of the Company, the Board or the Committee (or any
of its members) arising out of or in connection with this Plan shall be within
the absolute discretion of all and each of them, as the case may be, and shall
be final, binding and conclusive on the Company and all employees and
Participants and their respective heirs, executors, administrators, successors
and assigns.

       

      3.5                 Procedures.
If the Committee is appointed, the Board shall designate one of the members of
the Committee as chairman and the Committee shall hold meetings, subject to the
By-Laws of the Company, at such times and places as it shall deem advisable,
including, without limitation, by telephone conference or by written consent to
the extent permitted by applicable law. A majority of the Committee members
shall constitute a quorum. All determinations of the Committee shall be made by
a majority of its members. Any decision or determination reduced to writing and
signed by all the Committee members in accordance with the By-Laws of the
Company shall be fully effective as if it had been made by a vote at a meeting
duly called and held. The Committee shall keep minutes of its meetings and shall
make such rules and regulations for the conduct of its business as it shall deem
advisable.

       

      3.6                 Designation
of Consultants/Liability.

      
          


      

      
        	
                 
      

              	
                (a)

              	
                The
      Committee may, in its sole discretion, designate employees of the Company
      and professional advisors to assist the Committee in the administration of
      this Plan and (to the extent permitted by applicable law and applicable
      exchange rules) may grant authority to officers to grant Awards and/or
      execute agreements or other documents on behalf of the
      Committee.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                The
      Committee may, in its sole discretion, employ such legal counsel,
      consultants and agents as it may deem desirable for the administration of
      this Plan and may rely upon any opinion received from any such counsel or
      consultant and any computation received from any such consultant or agent.
      Expenses incurred by the Committee or the Board in the engagement of any
      such counsel, consultant or agent shall be paid by the Company. The
      Committee, its members and any person designated pursuant to sub-section
      (a) above shall not be liable for any action or determination made in good
      faith with respect to this Plan. To the maximum extent permitted by
      applicable law, no officer of the Company or member or former member of
      the Committee or of the Board shall be liable for any action or
      determination made in good faith with respect to this Plan or any Award
      granted under it.

              


      

       

      3.7                 Indemnification.
To the maximum extent permitted by applicable law and the Certificate of
Incorporation and By-Laws of the Company and to the extent not covered by
insurance directly insuring such person, each officer or employee of the Company
or any Affiliate and member or former member of the Committee or the Board shall
be indemnified and held harmless by the Company against any cost or expense
(including reasonable fees of counsel reasonably acceptable to the Committee) or
liability (including any sum paid in settlement of a claim with the approval of
the Committee), and advanced amounts necessary to pay the foregoing at the
earliest time and to the fullest extent permitted, arising out of any act or
omission to act in connection with the administration of this Plan, except to
the extent arising out of such officer’s, employee’s, member’s or former
member’s fraud. Such indemnification shall be in addition to any rights of
indemnification the officers, employees, directors or members or former
officers, directors or members may have under applicable law or under the
Certificate of Incorporation or By-Laws of the Company or any Affiliate.
Notwithstanding anything else herein, this indemnification will not apply to the
actions or determinations made by an individual with regard to Awards granted to
him or her under this Plan.

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      ARTICLE
IV

       

      SHARE
LIMITATION

       

      4.1                 Shares.

       

      
        	
              	
                (a) 

              	
                General
      Limitations. The aggregate number of shares of Common Stock that
      may be issued or used for reference purposes or with respect to which
      Awards may be granted under this Plan shall not exceed 1,150,000 shares
      (subject to any increase or decrease pursuant to Section 4.2), which may
      be either authorized and unissued Common Stock or Common Stock held in or
      acquired for the treasury of the Company or both; provided, however, that
      such number shall be increased at the end of each fiscal year of the
      Company in the same proportion as the issued and outstanding stock of the
      during such fiscal year; subject to a maximum of 10% of the issued and
      outstanding stock of the Company. If any Award granted under this Plan
      expires, terminates, is canceled or is forfeited for any reason, the
      number of shares of Common Stock underlying any such Award shall again be
      available for the purpose of Awards under the Plan, as provided in this
      Section 4.1(a). If a Tandem Stock Appreciation Right or a Limited Stock
      Appreciation Right is granted in tandem with an Option, such grant shall
      only apply once against the maximum number of shares of Common Stock which
      may be issued under this Plan. Notwithstanding anything herein to the
      contrary, other than with respect to Incentive Stock Options, any share of
      Common Stock subject to an Award that again becomes available for grant
      pursuant to this Section 4.1(a) shall be added back to the aggregate
      maximum limit.

              


      

      


      
        	
              	
                (b) 

              	
                Individual Participant
      Limitations.

              


      

       

      (i)                  The
maximum number of shares of Common Stock subject to any Award of Stock Options,
Stock Appreciation Rights or shares of Restricted Stock for which the grant of
such Award or the lapse of the relevant Restriction Period is subject to the
attainment of Performance Goals in accordance with Section 8.3(a)(ii) herein
which may be granted under this Plan during any fiscal year of the Company to
each Eligible Employee or Consultant shall be such number of shares per type of
Award (which shall be subject to any further increase or decrease pursuant to
Section 4.2) as determined by the Committee, provided that the maximum number of
shares of Common Stock for all types of Awards does not exceed such number of
shares as determined by the Committee (which shall be subject to any further
increase or decrease pursuant to Section 4.2) with respect to any fiscal year of
the Company. If a Tandem Stock Appreciation Right is granted or a Limited Stock
Appreciation Right is granted in tandem with a Stock Option, it shall apply
against the Eligible Employee's or Consultant's individual share limitations for
both Stock Appreciation Rights and Stock Options.

       

      (ii)                 The
maximum number of shares of Common Stock subject to any Award of Stock Options
(other than Incentive Stock Options), Stock Appreciation Rights, Performance
Shares or Other Stock-Based Awards which may be granted under this Plan during
any fiscal year of the Company to each Non-Employee Director shall be such
number of shares per type of Award (which shall be subject to any further
increase or decrease pursuant to Section 4.2) as determined by the Committee,
provided that the maximum number of shares of Common Stock for all types of
Awards does not exceed such number of shares as determined by the Committee
(which shall be subject to any further increase or decrease pursuant to Section
4.2) with respect to any fiscal year of the Company. If a Tandem Stock
Appreciation Right is granted or a Limited Stock Appreciation Right is granted
in tandem with a Stock Option, it shall apply against the Non-Employee
Director's individual share limitations for both Stock Appreciation Rights and
Stock Options.

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      (iii)               There are no annual individual Eligible
Employee or Consultant share limitations on Restricted Stock for which the grant
of such Award or the lapse of the relevant Restriction Period is not subject to
attainment of Performance Goals in accordance with Section 8.3(a)(ii)
hereof.

       

      (iv)              
The maximum number of shares of
Common Stock subject to any Award of Performance Shares which may be granted
under this Plan during any fiscal year of the Company to each Eligible Employee
or Consultant shall be such number of shares (which shall be subject to any
further increase or decrease pursuant to Section 4.2) as determined by the
Committee with respect to any fiscal year of the Company. Each Performance Share
shall be referenced to one share of Common Stock and shall be charged against
the available shares under this Plan at the time the unit value measurement is
converted to a referenced number of shares of Common Stock in accordance with
Section 9.1.

       

      (v)               
The maximum payment under any
Performance-Based Cash Award payable with respect to any fiscal year of the
Company and for which the grant of such Award is subject to the attainment of
Performance Goals in accordance with Section 11.2(c) herein which may be granted
under this Plan with respect to any fiscal year of the Company to each Eligible
Employee or Consultant shall be as determined by the
Committee.

       

      (vi)              
The individual Participant
limitations set forth in this Section 4.1(b) shall be cumulative; that is, to
the extent that shares of Common Stock for which Awards are permitted to be
granted to an Eligible Employee or a Consultant during a fiscal year are not
covered by an Award to such Eligible Employee or Consultant in a fiscal year,
the number of shares of Common Stock available for Awards to such Eligible
Employee or Consultant shall automatically increase in the subsequent fiscal
years during the term of the Plan until used.

       

      4.2                 Changes.

      
        	
                 
      

              	
                 

              


      

      
        	
                 
      

              	
                (a)

              	
                The
      existence of this Plan and the Awards granted hereunder shall not affect
      in any way the right or power of the Board or the stockholders of the
      Company to make or authorize (i) any adjustment, recapitalization,
      reorganization or other change in the Company’s capital structure or its
      business, (ii) any merger or consolidation of the Company or any
      Affiliate, (iii) any issuance of bonds, debentures, preferred or prior
      preference stock ahead of or affecting the Common Stock, (iv) the
      dissolution or liquidation of the Company or any Affiliate, (v) any sale
      or transfer of all or part of the assets or business of the Company or any
      Affiliate or (vi) any other corporate act or
  proceeding.

              


      

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                (b)

              	
                Subject
      to the provisions of Section 4.2(d), if there shall occur any such change
      in the capital structure of the Company by reason of any stock split,
      reverse stock split, stock dividend, subdivision, combination or
      reclassification of shares that may be issued under the Plan, any
      recapitalization, any merger, any consolidation, any spin off, any
      reorganization or any partial or complete liquidation, or any other
      corporate transaction or event having an effect similar to any of the
      foregoing (a “Section 4.2
      Event”), then (i) the aggregate number and/or kind of shares that
      thereafter may be issued under the Plan, (ii) the number and/or kind of
      shares or other property (including cash) to be issued upon exercise of an
      outstanding Award or under other Awards granted under the Plan, (iii) the
      purchase price thereof, and/or (iv) the individual Participant limitations
      set forth in Section 4.1(b) (other than those based on cash limitations)
      shall be appropriately adjusted. In addition, subject to Section 4.2(d),
      if there shall occur any change in the capital structure or the business
      of the Company that is not a Section 4.2 Event (an “Other Extraordinary
      Event”), including by reason of any extraordinary dividend (whether
      cash or stock), any conversion, any adjustment, any issuance of any class
      of securities convertible or exercisable into, or exercisable for, any
      class of stock, or any sale or transfer of all or substantially all the
      Company’s assets or business, then the Committee, in its sole discretion,
      may adjust any Award and make such other adjustments to the Plan. Any
      adjustment pursuant to this Section 4.2 shall be consistent with the
      applicable Section 4.2 Event or the applicable Other Extraordinary Event,
      as the case may be, and in such manner as the Committee may, in its sole
      discretion, deem appropriate and equitable to prevent substantial dilution
      or enlargement of the rights granted to, or available for, Participants
      under the Plan. Any such adjustment determined by the Committee shall be
      final, binding and conclusive on the Company and all Participants and
      their respective heirs, executors, administrators, successors and
      permitted assigns. Except as expressly provided in this Section 4.2 or in
      the applicable Award agreement, a Participant shall have no rights by
      reason of any Section 4.2 Event or any Other Extraordinary
      Event.

              


      

      


      
        	
                 
      

              	
                (c)

              	
                Fractional
      shares of Common Stock resulting from any adjustment in Awards pursuant to
      Section 4.2(a) or (b) shall be aggregated until, and eliminated at, the
      time of exercise by rounding-down for fractions less than one-half and
      rounding-up for fractions equal to or greater than one-half. No cash
      settlements shall be made with respect to fractional shares eliminated by
      rounding. Notice of any adjustment shall be given by the Committee to each
      Participant whose Award has been adjusted and such adjustment (whether or
      not such notice is given) shall be effective and binding for all purposes
      of this Plan.

              


      

      


      
        	
                 
      

              	
                (d)

              	
                In
      the event of an Acquisition Event, the Committee may, in its sole
      discretion, terminate all outstanding and unexercised Stock Options or
      Stock Appreciation Rights or any Other Stock Based Award that provides for
      a Participant elected exercise effective as of the date of the Acquisition
      Event, by delivering notice of termination to each Participant at least 20
      days prior to the date of consummation of the Acquisition Event, in which
      case during the period from the date on which such notice of termination
      is delivered to the consummation of the Acquisition Event, each such
      Participant shall have the right to exercise in full all of his or her
      Stock Options or Stock Appreciation Rights that are then outstanding
      (without regard to any limitations on exercisability otherwise contained
      in the Award agreements), but any such exercise shall be contingent on the
      occurrence of the Acquisition Event, and, provided that, if the
      Acquisition Event does not take place within a specified period after
      giving such notice for any reason whatsoever, the notice and exercise
      pursuant thereto shall be null and
void.

              


      

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

      If an
Acquisition Event occurs but the Committee does not terminate the outstanding
Awards pursuant to this Section 4.2(d), then the provisions of Section 4.2(b)
and Article XIII shall apply.

       

      4.3                 Minimum
Purchase Price. Notwithstanding any provision of this Plan to the
contrary, if authorized but previously unissued shares of Common Stock are
issued under this Plan, such shares shall not be issued for a consideration that
is less than as permitted under applicable law.

       

      ARTICLE
V

       

      ELIGIBILITY –
GENERAL REQUIREMENTS FOR AWARDS

       

      5.1                 General
Eligibility. All Eligible Employees, Consultants, Non-Employee Directors
and prospective employees and consultants are eligible to be granted Awards,
subject to the terms and conditions of this Plan. Eligibility for the grant of
Awards and actual participation in this Plan shall be determined by the
Committee in its sole discretion.

       

      5.2                 Incentive
Stock Options. Notwithstanding anything herein to the contrary, only
Eligible Employees of the Company, its Subsidiaries and its Parent (if any) are
eligible to be granted Incentive Stock Options under this Plan. Eligibility for
the grant of an Incentive Stock Option and actual participation in this Plan
shall be determined by the Committee in its sole discretion.

       

      5.3                 General
Requirement. The vesting and exercise of Awards granted to a prospective
employee, consultant or non-employee director are conditioned upon such
individual actually becoming an Eligible Employee or Consultant, or Non-Employee
Director.

       

      5.4                 Minimum
Vesting Requirement.
Except as determined by the Committee as evidenced in writing by an
Award, no Award granted hereunder shall vest and become exercisable prior to the
first year anniversary of the date that the Award was granted; provided,
however, that the foregoing minimum vesting requirement shall not apply in the
case of the death or Disability of a Participant or upon the occurrence of a
Change in Control.

       

      ARTICLE
VI

       

      STOCK
OPTIONS

       

      6.1                 Options.
Stock Options may be granted alone or in addition to other Awards granted under
this Plan. Each Stock Option granted under this Plan shall be of one of two
types: (a) an Incentive Stock Option or (b) a Non-Qualified Stock
Option.

       

      6.2                 Grants.
The Committee shall, in its sole discretion, have the authority to grant to any
Eligible Employee (subject to Section 5.2) Incentive Stock Options,
Non-Qualified Stock Options, or both types of Stock Options. The Committee
shall, in its sole discretion, have the authority to grant any Consultant or
Non-Employee Director Non-Qualified Stock Options. To the extent that any Stock
Option does not qualify as an Incentive Stock Option (whether because of its
provisions or the time or manner of its exercise or otherwise), such Stock
Option or the portion thereof which does not qualify shall constitute a separate
Non-Qualified Stock Option.

       

      6.3                 Terms of
Options. Options granted under this Plan shall be subject to the
following terms and conditions and shall be in such form and contain such
additional terms and conditions, not inconsistent with the terms of this Plan,
as the Committee, in its sole discretion, shall deem desirable:

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

        

      
        	
                 
      

              	
                (a)

              	
                Exercise Price.
      The exercise price per share of Common Stock subject to a Stock Option
      shall be determined by the Committee at the time of grant, provided that
      the per share exercise price of a Stock Option shall not be less than 100%
      (or, in the case of an Incentive Stock Option granted to a Ten Percent
      Stockholder, 110%) of the Fair Market Value of the Common Stock at the
      time of grant.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                Stock Option
      Term. The term of each Stock Option shall be fixed by the
      Committee, provided that no Stock Option shall be exercisable more than 10
      years after the date the Option is granted; and provided further that the
      term of an Incentive Stock Option granted to a Ten Percent Stockholder
      shall not exceed five years.

              


      

      


      
        	
                 
      

              	
                (c)

              	
                Exercisability.
      Stock Options shall be exercisable at such time or times and subject to
      such terms and conditions or as shall be determined by the Committee at
      grant. If the Committee provides, in its discretion, that any Stock Option
      is exercisable subject to certain limitations (including, without
      limitation, that such Stock Option is exercisable only in installments or
      within certain time periods), the Committee may waive such limitations on
      the exercisability at any time at or after grant in whole or in part
      (including, without limitation, waiver of the installment exercise
      provisions or acceleration of the time at which such Stock Option may be
      exercised), based on such factors, if any, as the Committee shall
      determine, in its sole discretion. In the event that a written employment
      agreement between the Company and a Participant provides for a vesting
      schedule that is more favorable than the vesting schedule provided in the
      form of Award agreement, the vesting schedule in such employment agreement
      shall govern, provided that such agreement is in effect on the date of
      grant and applicable to the specific
Award.

              


      

      


      
        	
                 
      

              	
                (d)

              	
                Method of
      Exercise. Subject to whatever installment exercise and waiting
      period provisions apply under subsection (c) above, to the extent vested,
      Stock Options may be exercised in whole or in part at any time during the
      Option term, by giving written notice of exercise to the Company
      specifying the number of shares of Common Stock to be purchased. Such
      notice shall be accompanied by payment in full of the purchase price as
      follows: (i) in cash or by check, bank draft or money order payable to the
      order of the Company; (ii) solely to the extent permitted by applicable
      law, if the Committee authorizes, through a procedure whereby the
      Participant delivers irrevocable instructions to a broker reasonably
      acceptable to the Committee to deliver promptly to the Company an amount
      equal to the purchase price; or (iii) on such other terms and conditions
      as may be acceptable to the Committee (including, without limitation, the
      relinquishment of Stock Options or by payment in full or in part in the
      form of Common Stock owned by the Participant based on the Fair Market
      Value of the Common Stock on the payment date as determined by the
      Committee, in its sole discretion). No shares of Common Stock shall be
      issued until payment therefor, as provided herein, has been made or
      provided for.

              


      

      


      
        	
                 
      

              	
                (e)

              	
                Non-Transferability of
      Options. No Stock Option shall be Transferable by the Participant
      otherwise than by will or by the laws of descent and distribution, and all
      Stock Options shall be exercisable, during the Participant’s lifetime,
      only by the Participant. Notwithstanding the foregoing, the Committee may
      determine, in its sole discretion, at the time of grant or thereafter that
      a Non-Qualified Stock Option that is otherwise not Transferable pursuant
      to this Section is Transferable to a Family Member in whole or in part and
      in such circumstances, and under such conditions, as determined by the
      Committee, in its sole discretion. A Non-Qualified Stock Option that is
      Transferred to a Family Member pursuant to the preceding sentence (i) may
      not be subsequently Transferred otherwise than by will or by the laws of
      descent and distribution and (ii) remains subject to the terms of this
      Plan and the applicable Award agreement. Any shares of Common Stock
      acquired upon the exercise of a Non-Qualified Stock Option by a
      permissible transferee of a Non-Qualified Stock Option or a permissible
      transferee pursuant to a Transfer after the exercise of the Non-Qualified
      Stock Option shall be subject to the terms of this Plan and the applicable
      Award agreement.

              


      

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                (f)

              	
                Incentive Stock Option
      Limitations. To the extent that the aggregate Fair Market Value
      (determined as of the time of grant) of the Common Stock with respect to
      which Incentive Stock Options are exercisable for the first time by an
      Eligible Employee during any calendar year under this Plan and/or any
      other stock option plan of the Company, any Subsidiary or any Parent
      exceeds $100,000, such Options shall be treated as Non-Qualified Stock
      Options. Should any provision of this Plan not be necessary in order for
      the Stock Options to qualify as Incentive Stock Options, or should any
      additional provisions be required, the Committee may, in its sole
      discretion, amend this Plan accordingly, without the necessity of
      obtaining the approval of the stockholders of the
  Company.

              


      

      


      
        	
                 
      

              	
                (g)

              	
                Form, Modification,
      Extension and Renewal of Stock Options. Subject to the terms and
      conditions and within the limitations of this Plan, Stock Options shall be
      evidenced by such form of agreement or grant as is approved by the
      Committee, and the Committee may, in its sole discretion (i) modify,
      extend or renew outstanding Stock Options granted under this Plan
      (provided that the rights of a Participant are not reduced without his or
      her consent and provided further that such action does not subject the
      Stock Options to Section 409A of the Code), and (ii) accept the surrender
      of outstanding Stock Options (up to the extent not theretofore exercised)
      and authorize the granting of new Stock Options in substitution therefor
      (to the extent not theretofore exercised). Notwithstanding the foregoing,
      an outstanding Option may not be modified to reduce the exercise price
      thereof nor may a new Option at a lower price be substituted for a
      surrendered Option (other than adjustments or substitutions in accordance
      with Section 4.2), unless such action is approved by the stockholders of
      the Company.

              


      

      
         

        
          	
                	
                  (h)

                	
                  Early Exercise.
      The Committee may provide that a Stock Option include a provision whereby
      the Participant may elect at any time before the Participant’s Termination
      to exercise the Stock Option as to any part or all of the shares of Common
      Stock subject to the Stock Option prior to the full vesting of the Stock
      Option and such shares shall be subject to the provisions of Article VIII
      and treated as Restricted Stock. Any unvested shares of Common Stock so
      purchased may be subject to a repurchase option in favor of the Company or
      to any other restriction the Committee determines to be
      appropriate.

                


        

      

      


      
        	
                 
      

              	
                (i)

              	
                Other Terms and
      Conditions. Stock Options may contain such other provisions, which
      shall not be inconsistent with any of the terms of this Plan, as the
      Committee shall, in its sole discretion, deem
  appropriate.

              


      

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

       

      ARTICLE
VII

       

      STOCK
APPRECIATION RIGHTS

       

      7.1                 Tandem
Stock Appreciation Rights. Stock Appreciation Rights may be granted in
conjunction with all or part of any Stock Option (a “Reference Stock
Option”) granted under this Plan (“Tandem Stock Appreciation
Rights”). In the case of a Non-Qualified Stock Option, such rights may be
granted either at or after the time of the grant of such Reference Stock Option.
In the case of an Incentive Stock Option, such rights may be granted only at the
time of the grant of such Reference Stock Option.

       

      7.2                 Terms and
Conditions of Tandem Stock Appreciation Rights. Tandem Stock Appreciation
Rights granted hereunder shall be subject to such terms and conditions, not
inconsistent with the provisions of this Plan, as shall be determined from time
to time by the Committee in its sole discretion, and the following:

      
        	
                 
      

              	
                 

              


      

      
        	
                 
      

              	
                (a)

              	
                Exercise Price.
      The exercise price per share of Common Stock subject to a Tandem Stock
      Appreciation Right shall be determined by the Committee at the time of
      grant, provided that the per share exercise price of a Tandem Stock
      Appreciation Right shall not be less than 100% of the Fair Market Value of
      the Common Stock at the time of
grant.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                Term. A Tandem
      Stock Appreciation Right or applicable portion thereof granted with
      respect to a Reference Stock Option shall terminate and no longer be
      exercisable upon the termination or exercise of the Reference Stock
      Option, except that, unless otherwise determined by the Committee, in its
      sole discretion, at the time of grant, a Tandem Stock Appreciation Right
      granted with respect to less than the full number of shares covered by the
      Reference Stock Option shall not be reduced until and then only to the
      extent the exercise or termination of the Reference Stock Option causes
      the number of shares covered by the Tandem Stock Appreciation Right to
      exceed the number of shares remaining available and unexercised under the
      Reference Stock Option.

              


      

      


      
        	
                 
      

              	
                (c)

              	
                Exercisability.
      Tandem Stock Appreciation Rights shall be exercisable only at such time or
      times and to the extent that the Reference Stock Options to which they
      relate shall be exercisable in accordance with the provisions of Article
      VI, and shall be subject to the provisions of Section
    6.3(c).

              


      

      


      
        	
                 
      

              	
                (d)

              	
                Method of
      Exercise. A Tandem Stock Appreciation Right may be exercised by the
      Participant by surrendering the applicable portion of the Reference Stock
      Option. Upon such exercise and surrender, the Participant shall be
      entitled to receive an amount determined in the manner prescribed in this
      Section 7.2. Stock Options which have been so surrendered, in whole or in
      part, shall no longer be exercisable to the extent the related Tandem
      Stock Appreciation Rights have been
exercised.

              


      

      


      
        	
                 
      

              	
                (e)

              	
                Payment. Upon
      the exercise of a Tandem Stock Appreciation Right, a Participant shall be
      entitled to receive up to, but no more than, an amount in cash or a number of
      shares of Common Stock (as determined by the Committee, in its sole
      discretion, on the date of grant) equal in value to the excess of the Fair
      Market Value of one share of Common Stock over the Option exercise price
      per share specified in the Reference Stock Option agreement, multiplied by
      the number of shares in respect of which the Tandem Stock Appreciation
      Right shall have been exercised.

              


      

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                (f)

              	
                Deemed Exercise of
      Reference Stock Option. Upon the exercise of a Tandem Stock
      Appreciation Right, the Reference Stock Option or part thereof to which
      such Stock Appreciation Right is related shall be deemed to have been
      exercised for the purpose of the limitation set forth in Article IV of the
      Plan on the number of shares of Common Stock to be issued under the
      Plan.

              


      

      


      
        	
                 
      

              	
                (g)

              	
                Non-Transferability.
      Tandem Stock Appreciation Rights shall be Transferable only when and to
      the extent that the underlying Stock Option would be Transferable under
      Section 6.3(e) of the Plan.

              


      

      


      7.3                 Non-Tandem
Stock Appreciation Rights. Non-Tandem Stock Appreciation Rights may also
be granted without reference to any Stock Options granted under this
Plan.

       

      7.4                 Terms and
Conditions of Non-Tandem Stock Appreciation Rights. Non-Tandem Stock
Appreciation Rights granted hereunder shall be subject to such terms and
conditions, not inconsistent with the provisions of this Plan, as shall be
determined from time to time by the Committee in its sole discretion, and the
following:

      
        	
                 
      

              	
                 

              


      

      
        	
                 
      

              	
                (a)

              	
                Exercise Price.
      The exercise price per share of Common Stock subject to a Non-Tandem Stock
      Appreciation Right shall be determined by the Committee at the time of
      grant, provided that the per share exercise price of a Non-Tandem Stock
      Appreciation Right shall not be less than 100% of the Fair Market Value of
      the Common Stock at the time of
grant.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                Term. The term
      of each Non-Tandem Stock Appreciation Right shall be fixed by the
      Committee, but shall not be greater than 10 years after the date the right
      is granted.

              


      

      


      
        	
                 
      

              	
                (c)

              	
                Exercisability.
      Non-Tandem Stock Appreciation Rights shall be exercisable at such time or
      times and subject to such terms and conditions as shall be determined by
      the Committee at grant. If the Committee provides, in its discretion, that
      any such right is exercisable subject to certain limitations (including,
      without limitation, that it is exercisable only in installments or within
      certain time periods), the Committee may waive such limitations on the
      exercisability at any time at or after grant in whole or in part
      (including, without limitation, waiver of the installment exercise
      provisions or acceleration of the time at which such right may be
      exercised), based on such factors, if any, as the Committee shall
      determine, in its sole discretion. In the event that a written employment
      agreement between the Company and a Participant provides for a vesting
      schedule that is more favorable than the vesting schedule provided in the
      form of Award agreement, the vesting schedule in such employment agreement
      shall govern, provided that such agreement is in effect on the date of
      grant and applicable to the specific
Award.

              


      

      


      
        	
                 
      

              	
                (d)

              	
                Method of
      Exercise. Subject to whatever installment exercise and waiting
      period provisions apply under subsection (c) above, Non-Tandem Stock
      Appreciation Rights may be exercised in whole or in part at any time in
      accordance with the applicable Award agreement, by giving written notice
      of exercise to the Company specifying the number of Non-Tandem Stock
      Appreciation Rights to be
exercised.

              


      

      


      
        	
                 
      

              	
                (e)

              	
                Payment. Upon
      the exercise of a Non-Tandem Stock Appreciation Right a Participant shall
      be entitled to receive, for each right exercised, up to, but no more than,
      an amount in cash or a number of shares of Common Stock (as determined by
      the Committee, in its sole discretion, on the date of grant) equal in
      value to the excess of the Fair Market Value of one share of Common Stock
      on the date the right is exercised over the Fair Market Value of one share
      of Common Stock on the date the right was awarded to the
      Participant.

              


      

       

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                (f)

              	
                Non-Transferability.
      No Non-Tandem Stock Appreciation Rights shall be Transferable by the
      Participant otherwise than by will or by the laws of descent and
      distribution, and all such rights shall be exercisable, during the
      Participant’s lifetime, only by the
Participant.

              


      

       

      7.5                 Limited
Stock Appreciation Rights. The Committee may, in its sole discretion,
grant Tandem and Non-Tandem Stock Appreciation Rights either as a general Stock
Appreciation Right or as a Limited Stock Appreciation Right. Limited Stock
Appreciation Rights may be exercised only upon the occurrence of a Change in
Control or such other event as the Committee may, in its sole discretion,
designate at the time of grant or thereafter. Upon the exercise of Limited Stock
Appreciation Rights, except as otherwise provided in an Award agreement, the
Participant shall receive in cash or Common Stock, as determined by the
Committee, an amount equal to the amount (a) set forth in Section 7.2(e)
with respect to Tandem Stock Appreciation Rights, or (b) set forth in
Section 7.4(e) with respect to Non-Tandem Stock Appreciation Rights, as
applicable.

       

      ARTICLE
VIII

       

      RESTRICTED
STOCK

       

      8.1                 Awards of
Restricted Stock. Shares of Restricted Stock may be issued either alone
or in addition to other Awards granted under the Plan. The Committee shall, in
its sole discretion, determine the Eligible Employees, Consultants and
Non-Employee Directors, to whom, and the time or times at which, grants of
Restricted Stock shall be made, the number of shares to be awarded, the price
(if any) to be paid by the Participant (subject to Section 8.2), the time or
times within which such Awards may be subject to forfeiture, the vesting
schedule and rights to acceleration thereof, and all other terms and conditions
of the Awards. The Committee may condition the grant or vesting of Restricted
Stock upon the attainment of specified performance targets or such other factors
as the Committee may determine, in its sole discretion, including to comply with
the requirements of Section 162(m) of the Code.

       

      8.2                 Awards
and Certificates. Eligible Employees, Consultants and Non-Employee
Directors selected to receive Restricted Stock shall not have any rights with
respect to such Award, unless and until such Participant has delivered a fully
executed copy of the agreement evidencing the Award to the Company and has
otherwise complied with the applicable terms and conditions of such Award.
Further, such Award shall be subject to the following conditions:

      
         


      

      
        	
                 
      

              	
                (a)

              	
                Purchase Price.
      The purchase price of Restricted Stock shall be fixed by the Committee.
      Subject to Section 4.3, the purchase price for shares of Restricted Stock
      may be zero to the extent permitted by applicable law, and, to the extent
      not so permitted, such purchase price may not be less than par
      value.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                Acceptance.
      Awards of Restricted Stock must be accepted within a period of 60 days (or
      such other period as the Committee may specify) after the grant date, by
      executing a Restricted Stock agreement and by paying whatever price (if
      any) the Committee has designated
thereunder.

              


      

      


      
        	
                 
      

              	
                (c)

              	
                Legend. Each
      Participant receiving Restricted Stock shall be issued a stock certificate
      in respect of such shares of Restricted Stock, unless the Committee elects
      to use another system, such as book entries by the transfer agent, as
      evidencing ownership of shares of Restricted Stock. Such certificate shall
      be registered in the name of such Participant, and shall, in addition to
      such legends required by applicable securities laws, bear an appropriate
      legend referring to the terms, conditions, and restrictions applicable to
      such Award, substantially in the following
form:

              


      

       

      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

       

      “The
anticipation, alienation, attachment, sale, transfer, assignment, pledge,
encumbrance or charge of the shares of stock represented hereby are subject to
the terms and conditions (including forfeiture) of the China Infrastructure
Construction Corporation (the “Company”) 2010 Stock Incentive Plan (the “Plan”)
and an agreement entered into between the registered owner and the Company dated
__________. Copies of such Plan and agreement are on file at the principal
office of the Company.”

       

      
        	
              	
                (d) 

              	
                Custody. If
      stock certificates are issued in respect of shares of Restricted Stock,
      the Committee may require that any stock certificates evidencing such
      shares be held in custody by the Company until the restrictions thereon
      shall have lapsed, and that, as a condition of any grant of Restricted
      Stock, the Participant shall have delivered a duly signed stock power,
      endorsed in blank, relating to the Common Stock covered by such
      Award.

              


      

      


      8.3                 Restrictions
and Conditions. The shares of Restricted Stock awarded pursuant to this
Plan shall be subject to the following restrictions and conditions:

      
        


        
          	
                   
      

                	
                  (a)

                	
                  Restriction
      Period. (i) The Participant shall not be permitted to Transfer
      shares of Restricted Stock awarded under this Plan during the period or
      periods set by the Committee (the “Restriction
      Period”) commencing on the date of such Award, as set forth in a
      Restricted Stock Award agreement and such agreement shall set forth a
      vesting schedule and any events which would accelerate vesting of the
      shares of Restricted Stock. Within these limits, based on service,
      attainment of performance goals pursuant to Section 8.3(a)(ii) below
      and/or such other factors or criteria as the Committee may determine in
      its sole discretion, the Committee may condition the grant or provide for
      the lapse of such restrictions in installments in whole or in part, or may
      accelerate the vesting of all or any part of any Restricted Stock Award
      and/or waive the deferral limitations for all or any part of any
      Restricted Stock Award. In the event that a written employment agreement
      between the Company and a Participant provides for a vesting schedule that
      is more favorable than the vesting schedule provided in the form of Award
      agreement, the vesting schedule in such employment agreement shall govern,
      provided that such agreement is in effect on the date of grant and
      applicable to the specific Award.

                


        

        


        (ii)               
Objective
Performance Goals, Formulae or Standards. If the grant of shares of Restricted
Stock or the lapse of restrictions is based on the attainment of Performance
Goals, the Committee shall establish the Performance Goals and the applicable
vesting percentage of the Restricted Stock Award applicable to each Participant
or class of Participants in writing prior to the beginning of the applicable
fiscal year or at such later date as otherwise determined by the Committee and
while the outcome of the Performance Goals are substantially uncertain. Such
Performance Goals may incorporate provisions for disregarding (or adjusting for)
changes in accounting methods, corporate transactions (including, without
limitation, dispositions and acquisitions) and other similar type events or
circumstances. With regard to a Restricted Stock Award that is intended to
comply with Section 162(m) of the Code, to the extent any such provision would
create impermissible discretion under Section 162(m) of the Code or otherwise
violate Section 162(m) of the Code, such provision shall be of no force or
effect. The applicable Performance Goals shall be based on one or more of the
performance criteria set forth in Exhibit A hereto.

        
            


          
            
              
              

            

            
              17

              
                

              

            

            
              
              

            

          

           

        

        
          	
                   
      

                	
                  (b)

                	
                  Rights as a
      Stockholder. Except as provided in this subsection (b) and
      subsection (a) above and as otherwise determined by the Committee, the
      Participant shall have, with respect to the shares of Restricted Stock,
      all of the rights of a holder of shares of Common Stock of the Company
      including, without limitation, the right to receive any dividends, the
      right to vote such shares and, subject to and conditioned upon the full
      vesting of shares of Restricted Stock, the right to tender such shares.
      The Committee may, in its sole discretion, determine at the time of grant
      that the payment of dividends shall be deferred until, and conditioned
      upon, the expiration of the applicable Restriction
  Period.

                


        

        


        
          	
                   
      

                	
                  (c)

                	
                  Lapse of
      Restrictions. If and when the Restriction Period expires without a
      prior forfeiture of the Restricted Stock, the certificates for such shares
      shall be delivered to the Participant. All legends shall be removed from
      said certificates at the time of delivery to the Participant, except as
      otherwise required by applicable law or other limitations imposed by the
      Committee.

                


        

        


        ARTICLE
IX

         

        PERFORMANCE
SHARES

         

        9.1                 Award of
Performance Shares. Performance Shares may be awarded either alone or in
addition to other Awards granted under this Plan. The Committee shall, in its
sole discretion, determine the Eligible Employees, Consultants and Non-Employee
Directors, to whom, and the time or times at which, Performance Shares shall be
awarded, the number of Performance Shares to be awarded to any person, the
Performance Period during which, and the conditions under which, receipt of the
Shares will be deferred, and the other terms and conditions of the Award in
addition to those set forth in Section 9.2.

         

        Except as
otherwise provided herein, the Committee shall condition the right to payment of
any Performance Share upon the attainment of objective performance goals
established pursuant to Section 9.2(c) below.

         

        9.2                 Terms and
Conditions. Performance Shares awarded pursuant to this Article IX shall
be subject to the following terms and conditions:

        
            


        

        
          	
                   
      

                	
                  (a)

                	
                  Earning of Performance
      Share Award. At the expiration of the applicable Performance
      Period, the Committee shall determine the extent to which the performance
      goals established pursuant to Section 9.2(c) are achieved and the
      percentage of each Performance Share Award that has been
      earned.

                


        

        


        
          	
                   
      

                	
                  (b)

                	
                  Non-Transferability.
      Subject to the applicable provisions of the Award agreement and this Plan,
      Performance Shares may not be Transferred during the Performance
      Period.

                


        

      

    

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

     

    
      
        	
              	
                (c)

              	
                Objective
      Performance Goals, Formulae or Standards. The Committee shall establish
      the objective Performance Goals for the earning of Performance Shares
      based on a Performance Period applicable to each Participant or class of
      Participants in writing prior to the beginning of the applicable
      Performance Period or at such later date as permitted under Section 162(m)
      of the Code and while the outcome of the Performance Goals are
      substantially uncertain. Such Performance Goals may incorporate, if and
      only to the extent permitted under Section 162(m) of the Code, provisions
      for disregarding (or adjusting for) changes in accounting methods,
      corporate transactions (including, without limitation, dispositions and
      acquisitions) and other similar type events or circumstances. To the
      extent any such provision would create impermissible discretion under
      Section 162(m) of the Code or otherwise violate Section 162(m) of the
      Code, such provision shall be of no force or effect. The applicable
      Performance Goals shall be based on one or more of the performance
      criteria set forth in Exhibit A
hereto.

              


      

    

     

    
      	
            	
              (d)

            	
              Dividends. Unless otherwise determined by
      the Committee at the time of grant, amounts equal to any dividends
      declared during the Performance Period with respect to the number of
      shares of Common Stock covered by a Performance Share will not be paid to
      the Participant.

            


    

     

    
      	
            	
              (e)

            	
              Payment. Following the Committee’s
      determination in accordance with subsection (a) above, shares of Common
      Stock or, as determined by the Committee in its sole discretion, the cash
      equivalent of such shares shall be delivered to the Eligible Employee,
      Consultant or Non-Employee Director, or his legal representative, in an
      amount equal to such individual’s earned Performance Share.
      Notwithstanding the foregoing, the Committee may, in its sole discretion,
      award an amount less than the earned Performance Share and/or subject the
      payment of all or part of any Performance Share to additional vesting,
      forfeiture and deferral conditions as it deems
      appropriate.

            


    

     

    
      	
            	
              (f)

            	
              Accelerated
      Vesting. Based on
      service, performance and/or such other factors or criteria, if any, as the
      Committee may determine, the Committee may, in its sole discretion, at or
      after grant, accelerate the vesting of all or any part of any Performance
      Share Award and/or waive the deferral limitations for all or any part of
      such Award.

            


    

     

    ARTICLE
X

     

    OTHER
STOCK-BASED AWARDS

     

    10.1              Other
Awards. The Committee, in
its sole discretion, is authorized to grant to Eligible Employees, Consultants
and Non-Employee Directors Other Stock-Based Awards that are payable in, valued
in whole or in part by reference to, or otherwise based on or related to shares
of Common Stock, including, but not limited to, shares of Common Stock awarded
purely as a bonus and not subject to any restrictions or conditions, shares of
Common Stock in payment of the amounts due under an incentive or performance
plan sponsored or maintained by the Company or an Affiliate, performance units,
dividend equivalent units, stock equivalent units, restricted stock units and
deferred stock units. To the extent permitted by law, the Committee may, in its
sole discretion, permit Eligible Employees and/or Non-Employee Directors to
defer all or a portion of their cash compensation in the form of Other
Stock-Based Awards granted under this Plan, subject to the terms and conditions
of any deferred compensation arrangement established by the Company, which shall
be intended to comply with Section 409A of the Code. Other Stock-Based Awards
may be granted either alone or in addition to or in tandem with other Awards
granted under the Plan.

     

    Subject
to the provisions of this Plan, the Committee shall, in its sole discretion,
have authority to determine the Eligible Employees, Consultants and Non-Employee
Directors, to whom, and the time or times at which, such Awards shall be made,
the number of shares of Common Stock to be awarded pursuant to such Awards, and
all other conditions of the Awards. The Committee may also provide for the grant
of Common Stock under such Awards upon the completion of a specified performance
period.


    
      
         


      

      
        19

        
          

        

      

      
         


      

    

     

    The
Committee may condition the grant or vesting of Other Stock-Based Awards upon
the attainment of specified Performance Goals set forth on Exhibit A as the
Committee may determine, in its sole discretion; provided that to the extent
that such Other Stock-Based Awards are intended to comply with Section 162(m) of
the Code, the Committee shall establish the objective Performance Goals for the
vesting of such Other Stock-Based Awards based on a performance period
applicable to each Participant or class of Participants in writing prior to the
beginning of the applicable performance period or at such later date as
permitted under Section 162(m) of the Code and while the outcome of the
Performance Goals are substantially uncertain. Such Performance Goals may
incorporate, if and only to the extent permitted under Section 162(m) of the
Code, provisions for disregarding (or adjusting for) changes in accounting
methods, corporate transactions (including, without limitation, dispositions and
acquisitions) and other similar type events or circumstances. To the extent any
such provision would create impermissible discretion under Section 162(m) of the
Code or otherwise violate Section 162(m) of the Code, such provision shall be of
no force or effect. The applicable Performance Goals shall be based on one or
more of the performance criteria set forth in Exhibit A hereto.

     

    10.2              
Terms
and Conditions. Other
Stock-Based Awards made pursuant to this Article X shall be subject to the
following terms and conditions:

     

    
      	
            	
              (a)

            	
              Non-Transferability. Subject to the applicable
      provisions of the Award agreement and this Plan, shares of Common Stock
      subject to Awards made under this Article X may not be Transferred prior
      to the date on which the shares are issued, or, if later, the date on
      which any applicable restriction, performance or deferral period
      lapses.

            


    

     

    
      	
            	
              (b)

            	
              Dividends. Unless otherwise determined by
      the Committee at the time of Award, subject to the provisions of the Award
      agreement and this Plan, the recipient of an Award under this Article X
      shall not be entitled to receive, currently or on a deferred basis,
      dividends or dividend equivalents with respect to the number of shares of
      Common Stock covered by the
Award.

            


    

     

    
      	
            	
              (c)

            	
              Vesting. Any Award under this Article X
      and any Common Stock covered by any such Award shall vest or be forfeited
      to the extent so provided in the Award agreement, as determined by the
      Committee, in its sole discretion. In the event that a written employment
      agreement between the Company and a Participant provides for a vesting
      schedule that is more favorable than the vesting schedule provided in the
      form of Award agreement, the vesting schedule in such employment agreement
      shall govern, provided that such agreement is in effect on the date of
      grant and applicable to the specific
  Award.

            


    

     

    
      	
            	
              (d)

            	
              Price. Common Stock issued on a bonus
      basis under this Article X may be issued for no cash consideration; Common
      Stock purchased pursuant to a purchase right awarded under this Article X
      shall be priced, as determined by the Committee in its sole
      discretion.

            


    

     

    
      	
            	
              (e)

            	
              Payment. Form of payment for the Other
      Stock-Based Award shall be specified in the Award
      agreement.

            


    

     

    
      
         


      

      
        20

        
          

        

      

      
         


      

    

     

    ARTICLE
XI

     

    PERFORMANCE-BASED
CASH AWARDS

     

    11.1
            
Performance-Based
Cash Awards.
Performance-Based Cash Awards may be granted either alone or in addition to or
in tandem with Stock Options, Stock Appreciation Rights, or Restricted Stock.
Subject to the provisions of this Plan, the Committee shall, in its sole
discretion, have authority to determine the Eligible Employees, Consultants and
Non-Employee Directors to whom, and the time or times at which, such Awards
shall be made, the dollar amount to be awarded pursuant to such Awards, and all
other conditions of the Awards. The Committee may also provide for the payment
of a dollar amount under such Awards upon the completion of a specified
Performance Period.

     

    For each
Participant, the Committee may specify a targeted performance award. The
individual target award may be expressed, at the Committee’s discretion, as a
fixed dollar amount, a percentage of base pay or total pay (excluding payments
made under the Plan), or an amount determined pursuant to an objective formula
or standard. Establishment of an individual target award for a Participant for a
calendar year shall not imply or require that the same level individual target
award (if any such award is established by the Committee for the relevant
Participant) be set for any subsequent calendar year. At the time the
Performance Goals are established, the Committee shall prescribe a formula to
determine the percentages (which may be greater than 100%) of the individual
target award which may be payable based upon the degree of attainment of the
Performance Goals during the calendar year. Notwithstanding anything else
herein, the Committee may, in its sole discretion, elect to pay a Participant an
amount that is less than the Participant’s individual target award (or attained
percentage thereof) regardless of the degree of attainment of the Performance
Goals; provided that no such discretion to reduce an Award earned based on
achievement of the applicable Performance Goals shall be permitted for the
calendar year in which a Change in Control of the Company occurs, or during such
calendar year with regard to the prior calendar year if the Awards for the prior
calendar year have not been made by the time of the Change in Control of the
Company, with regard to individuals who were Participants at the time of the
Change in Control of the Company.

     

    11.2
            
Terms
and Conditions.
Performance-Based Awards made pursuant to this Article XI shall be subject to
the following terms and conditions:

     

    
      	
            	
              (a)

            	
              Vesting
      of Performance-Based Cash Award. At the expiration of the
      applicable Performance Period, the Committee shall determine and certify
      in writing the extent to which the Performance Goals established pursuant
      to Section 11.2(c) are achieved and the percentage of the Participant’s
      individual target award has been vested and
  earned.

            


    

     

    
      	
            	
              (b)

            	
              Waiver
      of Limitation. In
      the event of the Participant’s Disability or death, or in cases of special
      circumstances, the Committee may, in its sole discretion, waive in whole
      or in part any or all of the limitations imposed hereunder (if any) with
      respect to any or all of an Award under this Article
      XI.

            


    

     

    
      
         


      

      
        21

        
          

        

      

      
         


      

    

     

    
      	
            	
              (c)

            	
              Objective
      Performance Goals, Formulae or Standards.

            


    

     

    (i)               
The Committee shall establish the
objective Performance Goals and the individual target award (if any) applicable
to each Participant or class of Participants in writing prior to the beginning
of the applicable Performance Period or at such later date as permitted under
Section 162(m) of the Code and while the outcome of the Performance Goals are
substantially uncertain. Such Performance Goals may incorporate, if and only to
the extent permitted under Section 162(m) of the Code, provisions for
disregarding (or adjusting for) changes in accounting methods, corporate
transactions (including, without limitation, dispositions and acquisitions) and
other similar type events or circumstances. To the extent any Performance-Based
Award is intended to comply with the provisions of Section 162(m) of the Code,
if any provision would create impermissible discretion under Section 162(m) of
the Code or otherwise violate Section 162(m) of the Code, such provision shall
be of no force or effect. The applicable Performance Goals shall be based on one
or more of the performance criteria set forth in Exhibit A
hereto.

     

    (ii)               The measurements used in Performance
Goals set under the Plan shall be determined in accordance with Generally
Accepted Accounting Principles (“GAAP”), except, to the extent that any
objective Performance Goals are used, if any measurements require deviation from
GAAP, such deviation shall be at the discretion of the Committee at the time the
Performance Goals are set or at such later time to the extent permitted under
Section 162(m) of the Code.

     

    
      	
            	
              (d)

            	
              Payment. Following the Committee’s
      determination and certification in accordance with subsection (a) above,
      the Performance-Based Cash Award amount shall be delivered to the Eligible
      Employee, Consultant or Non-Employee Director, or his legal
      representative, in accordance with the terms and conditions of the Award
      agreement.

            


    

     

    ARTICLE
XII

     

    TERMINATION

     

    12.1
            
Termination. The following rules apply with regard
to the Termination of a Participant.

     

    
      	
            	
              (a)

            	
              Rules
      Applicable to Stock Option and Stock Appreciation Rights. Unless otherwise determined by
      the Committee at grant (or, if no rights of the Participant are reduced,
      thereafter):

            


    

     

    (i)               
Termination
by Reason of Death or Disability. If a Participant’s Termination is by
reason of death or Disability, all Stock Options or Stock Appreciation Rights
that are held by such Participant that are vested and exercisable at the time of
the Participant’s Termination may be exercised by the Participant (or, in the
case of death, by the legal representative of the Participant’s estate) at any
time within a one-year period from the date of such Termination, but in no event
beyond the expiration of the stated term of such Stock Options or Stock
Appreciation Rights; provided, however, if the Participant dies within such
exercise period, all unexercised Stock Options or Stock Appreciation Rights held
by such Participant shall thereafter be exercisable, to the extent to which they
were exercisable at the time of death, for a period of one year from the date of
such death, but in no event beyond the expiration of the stated term of such
Stock Options or Stock Appreciation Rights.

     

    (ii)              
Involuntary
Termination Without Cause. If a Participant’s Termination is by
involuntary termination without Cause, all Stock Options or Stock Appreciation
Rights that are held by such Participant that are vested and exercisable at the
time of the Participant’s Termination may be exercised by the Participant at any
time within a period of 90 days from the date of such Termination, but in no
event beyond the expiration of the stated term of such Stock Options or Stock
Appreciation Rights.


    
      
         


      

      
        22

        
          

        

      

      
         


      

    

     

    (iii)             Voluntary
Termination. If a
Participant’s Termination is voluntary (other than a voluntary termination
described in Section 12.2(a)(iv)(2) below), all Stock Options or Stock
Appreciation Rights that are held by such Participant that are vested and
exercisable at the time of the Participant’s Termination may be exercised by the
Participant at any time within a period of 30 days from the date of such
Termination, but in no event beyond the expiration of the stated terms of such
Stock Options or Stock Appreciation Rights.

     

    (iv)            
Termination
for Cause. If a
Participant’s Termination: (1) is for Cause or (2) is a voluntary Termination
(as provided in sub-section (iii) above) after the occurrence of an event that
would be grounds for a Termination for Cause, all Stock Options or Stock
Appreciation Rights, whether vested or not vested, that are held by such
Participant shall thereupon terminate and expire as of the date of such
Termination.

     

    (v)             
Unvested
Stock Options and Stock Appreciation Rights. Stock Options or Stock Appreciation
Rights that are not vested as of the date of a Participant’s Termination for any
reason shall terminate and expire as of the date of such
Termination.

     

    
      	
            	
              (b)

            	
              Rules
      Applicable to Restricted Stock, Performance Shares, Other Stock-Based
      Awards and Performance-Based Cash Awards.  Unless otherwise determined by
      the Committee at grant or thereafter, upon a Participant’s Termination for
      any reason: (i) during the relevant Restriction Period, all
      Restricted Stock still subject to restriction shall be forfeited; and
      (ii) any unvested Performance Shares, Other Stock-Based Awards or
      Performance-Based Cash Awards shall be
  forfeited

            


    

     

    ARTICLE
XIII

     

    CHANGE IN
CONTROL PROVISIONS

     

    13.1
            
Benefits. In the event of a Change in Control
of the Company, and except as otherwise provided by the Committee in an Award
agreement or in a written employment agreement between the Company and a
Participant, a Participant’s unvested Award shall vest and a Participant’s Award
shall be treated in accordance with one of the following methods as determined
by the Committee in its sole discretion:

     

    
      	
            	
              (a)

            	
              Awards, whether or not then
      vested, shall be continued, assumed, have new rights substituted therefor
      or be treated in accordance with Section 4.2(d) hereof, as determined by
      the Committee in its sole discretion, and restrictions to which any shares
      of Restricted Stock or any other Award granted prior to the Change in
      Control are subject shall not lapse upon a Change in Control and the
      Restricted Stock or other Award shall, where appropriate in the sole
      discretion of the Committee, receive the same distribution as other Common
      Stock on such terms as determined by the Committee; provided that, the
      Committee may, in its sole discretion, decide to award additional
      Restricted Stock or other Award in lieu of any cash distribution.
      Notwithstanding anything to the contrary herein, for purposes of Incentive
      Stock Options, any assumed or substituted Stock Option shall comply with
      the requirements of Treasury Regulation §  1.424-1 (and any
      amendments thereto).

            


    

     

    
      
         


      

      
        23

        
          

        

      

      
         


      

    

     

    
      	
            	
              (b)

            	
              The Committee, in its sole
      discretion, may provide for the purchase of any Awards by the Company or
      an Affiliate for an amount of cash equal to the excess of the Change in
      Control Price (as defined below) of the shares of Common Stock covered by
      such Awards, over the aggregate exercise price of such Awards. For
      purposes of this Section 13.1, “Change
      in Control Price”
      shall mean the highest price per share of Common Stock paid in any
      transaction related to a Change in Control of the
      Company.

            


    

     

    
      	
            	
              (c)

            	
              The Committee may, in its sole
      discretion, provide for the cancellation of any Awards without payment, if
      the Change in Control Price is less than the Fair Market Value of such
      Award on the date of grant.

            


    

     

    
      	
            	
              (d)

            	
              Notwithstanding anything else
      herein, the Committee may, in its sole discretion, provide for accelerated
      vesting or lapse of restrictions, of an Award at the time of grant or at
      any time thereafter.

            


    

     

    13.2
            Change
in Control. Unless
otherwise determined by the Committee in the applicable Award agreement (or
other written agreement approved by the Committee including, without limitation,
an employment agreement), a “Change in
Control” shall be deemed
to occur on the occurrence of any of the following:

     

    
      	
            	
              (a)

            	
              An acquisition of any common
      stock or other voting securities of the Company entitled to vote generally
      for the election of directors (the "Voting
      Securities") by any
      “Person” or “Group” (as each such term is used for purposes of Section
      13(d) or 14(d) of the Exchange Act), immediately after which such Person
      or Group, as the case may be, has “Beneficial
      Ownership” (within
      the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than
      20% of the then outstanding shares of Common Stock or the combined voting
      power of the Company’s then outstanding Voting Securities; provided, however, that in determining whether a
      “Change in Control” has occurred, shares of Common Stock or Voting
      Securities that are acquired in a Non-Control Acquisition (as defined
      below) shall not constitute an acquisition which would cause a Change in
      Control. A “Non-Control
      Acquisition” shall
      mean an acquisition by (i) the Company, (ii) any Subsidiary or (iii) any
      employee benefit plan maintained by the Company or any Subsidiary,
      including a trust forming part of any such plan (an “Employee
      Benefit Plan”);

            


    

     

    
      	
            	
              (b)

            	
              During any 2-year period,
      individuals who, at the beginning of such 2-year period, constitute the
      Board (the “Incumbent
      Board of Directors”), cease for any reason to
      constitute at least 50% of the members of the Board; provided, however,
      that (i) if the election or nomination for election by the Company’s
      shareholders of any new director was approved by a vote of at least
      two-thirds of the Incumbent Board of Directors, such new director shall,
      for purposes hereof, be deemed to be a member of the Incumbent Board of
      Directors, and (ii) no individual shall be deemed to be a member of the
      Incumbent Board of Directors if such individual initially assumed office
      as a result of either an actual or threatened “Election
      Contest” (as
      described in Rule 14a-11 promulgated under the Exchange Act) or other
      actual or threatened solicitation of proxies or consents by or on behalf
      of a Person or Group other than the Board of Directors (a “Proxy
      Contest”) including
      by reason of any agreement intended to avoid or settle any Election
      Contest or Proxy Contest;

            


    

     

    
      
         


      

      
        24

        
          

        

      

      
         


      

    

     

    
      
        	
                 
      

              	
                (c)

              	
                The consummation of a merger,
      consolidation or reorganization involving the Company or any Subsidiary,
      unless the merger, consolidation or reorganization is a Non-Control
      Transaction. A “Non-Control
      Transaction” shall
      mean a merger, consolidation or reorganization of the Company or any
      Subsidiary where: (A) the shareholders of the Company (or such Subsidiary,
      as the case may be) who immediately prior to the merger, consolidation or
      reorganization owned, directly or indirectly, at least 50% of the combined
      voting power of the outstanding Voting Securities of the Company or such
      Subsidiary immediately following such merger, consolidation or
      reorganization, own at least 50% of the combined voting power of the
      outstanding voting securities of the corporation resulting from such
      merger, consolidation or reorganization (the "Surviving
      Corporation"), in
      substantially the same proportions as their ownership of the Common Stock
      or Voting Securities, as the case may be, immediately prior to the merger,
      consolidation or reorganization; (B) the individuals who were members of
      the Incumbent Board of Directors immediately prior to the execution of the
      agreement providing for the merger, consolidation or reorganization
      constitute at least two-thirds of the members of the board of directors of
      the Surviving Corporation, or a corporation beneficially owning, directly
      or indirectly, a majority of the outstanding voting securities of the
      Surviving Corporation, and (C) no Person or Group, other than (1) the
      Company, (2) any Subsidiary, (3) any Employee Benefit Plan or (4) any
      other Person or Group who, immediately prior to the merger, consolidation
      or reorganization, had Beneficial Ownership of not less than 20% of the
      outstanding Voting Securities or Common Stock, has Beneficial Ownership of
      20% or more of the combined voting power of the Surviving Corporation's
      outstanding voting securities or common
  stock;

              


      

       

      
        	
                 
      

              	
                (d)

              	
                A complete liquidation or
      dissolution of the Company;
or

              


      

       

      
        	
                 
      

              	
                (e)

              	
                The sale or other disposition of
      all or substantially all of the assets of the Company to any Person (other
      than a transfer to a
Subsidiary).

              


      

       

      Notwithstanding
the foregoing, a “Change in Control” shall not be deemed to have occurred solely
because any Person or Group (the “Subject Person”)
acquired Beneficial Ownership of more than the permitted amount of the then
outstanding Voting Securities or Common Stock of the Company as a result of an
acquisition of Voting Securities or Common Stock by the Company, which, by
reducing the number of shares of Voting Securities or Common Stock then
outstanding, increases the proportional number of shares beneficially owned by
the Subject Person; provided, however, that if a Change in Control would have
occurred (but for the operation of this sentence) as a result of the acquisition
of Voting Securities or common stock by the Company, and after such acquisition
by the Company, the Subject Person becomes the beneficial owner of any
additional shares of Voting Securities or Common Stock, which increases the
percentage of the then outstanding shares of Voting Securities or Common Stock
beneficially owned by the Subject Person, then a Change in Control shall be
deemed to have occurred. In addition, notwithstanding the foregoing, the
acquisition or ownership of any Common Stock or Voting Securities by Applied
Digital Solutions, Inc. and its Affiliates (determined as if it was the Company)
shall not cause or result in a Change in Control.


      
        
           


        

        
          25

          
            

          

        

        
           


        

      


       

      ARTICLE
XIV

       

      TERMINATION
OR AMENDMENT OF PLAN

       

      14.1
            
Termination
or Amendment.
Notwithstanding any other provision of this Plan, the Board or the Committee may
at any time, and from time to time, amend, in whole or in part, any or all of
the provisions of this Plan (including any amendment deemed necessary to ensure
that the Company may comply with any regulatory requirement referred to in
Article XVI), or suspend or terminate it entirely, retroactively or otherwise;
provided, however, that, unless otherwise required by law or specifically
provided herein, the rights of a Participant with respect to Awards granted
prior to such amendment, suspension or termination, may not be impaired without
the consent of such Participant and, provided further, without the approval of
the stockholders of the Company in accordance with the laws of the State of
Delaware, to the extent required by the applicable provisions of Rule 16b-3 or
Section 162(m) of the Code, pursuant to the requirements of any applicable stock
exchange rule, or, to the extent applicable to Incentive Stock Options, Section
422 of the Code, no amendment may be made which would:

       

      
        	
                 
      

              	
                (a)

              	
                increase the aggregate number of
      shares of Common Stock that may be issued under this Plan pursuant to
      Section 4.1 (except by operation of Section
  4.2);

              


      

      
        	
                 
      

              	
                 

              


      

      
        	
                 
      

              	
                 (b)

              	
                increase the maximum individual
      Participant limitations for a fiscal year under Section 4.1(b) (except by
      operation of Section 4.2);

              


      

      
        	
                 
      

              	
                 

              


      

      
        	
                 
      

              	
                (c)

              	
                change the classification of
      Eligible Employees or Consultants eligible to receive Awards under this
      Plan;

              


      

      
        	
                 
      

              	
                 

              


      

      
        	
                 
      

              	
                (d)

              	
                decrease the minimum option price
      of any Stock Option or Stock Appreciation
  Right;

              


      

      
        	
                 
      

              	
                 

              


      

      
        	
                 
      

              	
                (e)

              	
                extend the maximum option period
      under Section 6.3;

              


      

      
        	
                 
      

              	
                 

              


      

      
        	
                 
      

              	
                (f)

              	
                alter the Performance Goals for
      the Award of Restricted Stock, Performance Shares or Other Stock-Based
      Awards subject to satisfaction of Performance Goals as set forth in
      Exhibit A;

              


      

      
        	
                 
      

              	
                 

              


      

      
        	
                 
      

              	
                (g)

              	
                award any Stock Option or Stock
      Appreciation Right in replacement of a canceled Stock Option or Stock
      Appreciation Right with a higher exercise price, except in accordance with
      Section 6.3(g); or

              


      

      
        	
                 
      

              	
                 

              


      

      
        	
                 
      

              	
                (h)

              	
                require stockholder approval in
      order for this Plan to continue to comply with the applicable provisions
      of Section 162(m) of the Code or, to the extent applicable to Incentive
      Stock Options, Section 422 of the Code. In no event may this Plan be
      amended without the approval of the stockholders of the Company in
      accordance with the applicable laws of the State of Delaware to increase
      the aggregate number of shares of Common Stock that may be issued under
      this Plan, decrease the minimum exercise price of any Stock Option or
      Stock Appreciation Right, or to make any other amendment that would
      require stockholder approval under any applicable rule of any exchange or
      system on which the Company's securities are listed or traded at the
      request of the Company.

              


      

       

      The
Committee may amend the terms of any Award theretofore granted, prospectively or
retroactively, but, subject to Article IV above or as otherwise specifically
provided herein, no such amendment or other action by the Committee shall impair
the rights of any holder without the holder's consent.


      
        
           


        

        
          26

          
            

          

        

        
           


        

      

       

      ARTICLE
XV

       

      UNFUNDED
PLAN

       

      15.1
            
Unfunded
Status of Plan. This Plan
is an “unfunded” plan for incentive and deferred compensation. With respect to
any payments as to which a Participant has a fixed and vested interest but that
are not yet made to a Participant by the Company, nothing contained herein shall
give any such Participant any rights that are greater than those of a general
unsecured creditor of the Company.

       

      ARTICLE
XVI

       

      GENERAL
PROVISIONS

       

      16.1             
Legend. The Committee may require each person
receiving shares of Common Stock pursuant to a Stock Option or other Award under
the Plan to represent to and agree with the Company in writing that the
Participant is acquiring the shares without a view to distribution thereof. In
addition to any legend required by this Plan, the certificates for such shares
may include any legend that the Committee, in its sole discretion, deems
appropriate to reflect any restrictions on Transfer.

       

      All
certificates for shares of Common Stock delivered under the Plan shall be
subject to such stop transfer orders and other restrictions as the Committee
may, in its sole discretion, deem advisable under the rules, regulations and
other requirements of the Securities and Exchange Commission, any national
securities exchange system upon whose system the Common Stock is then quoted,
any applicable Federal or state securities law, and any applicable corporate
law, and the Committee may cause a legend or legends to be put on any such
certificates to make appropriate reference to such restrictions.

       

      16.2             
Other
Plans. Nothing contained
in this Plan shall prevent the Board from adopting other or additional
compensation arrangements, subject to stockholder approval if such approval is
required, and such arrangements may be either generally applicable or applicable
only in specific cases.

       

      16.3             
No
Right to Employment/Directorship/Consultancy. Neither this Plan nor the grant of
any Option or other Award hereunder shall give any Participant or other
employee, Consultant or Non-Employee Director any right with respect to
continuance of employment, consultancy or directorship by the Company or any
Affiliate, nor shall they be a limitation in any way on the right of the Company
or any Affiliate by which an employee is employed or a Consultant or
Non-Employee Director is retained to terminate his or her employment,
consultancy or directorship at any time.

       

      16.4             
Withholding
of Taxes. The Company
shall have the right to deduct from any payment to be made pursuant to this
Plan, or to otherwise require, prior to the issuance or delivery of any shares
of Common Stock or the payment of any cash hereunder, payment by the Participant
of, any Federal, state or local taxes required by law to be withheld. Upon the
vesting of Restricted Stock (or other Award that is taxable upon vesting), or
upon making an election under Section 83(b) of the Code, a Participant shall pay
all required withholding to the Company. Any statutorily required withholding
obligation with regard to any Participant may be satisfied, subject to the
advance consent of the Committee, by reducing the number of shares of Common
Stock otherwise deliverable or by delivering shares of Common Stock already
owned. Any fraction of a share of Common Stock required to satisfy such tax
obligations shall be disregarded and the amount due shall be paid instead in
cash by the Participant.


      
        
           


        

        
          27

          
            

          

        

        
           


        

      

       

      16.5             
No
Assignment of Benefits. No
Award or other benefit payable under this Plan shall, except as otherwise
specifically provided by law or permitted by the Committee, be Transferable in
any manner, and any attempt to Transfer any such benefit shall be void, and any
such benefit shall not in any manner be liable for or subject to the debts,
contracts, liabilities, engagements or torts of any person who shall be entitled
to such benefit, nor shall it be subject to attachment or legal process for or
against such person.

       

      16.6             
Listing
and Other Conditions.

       

      
        	
                 
      

              	
                (a)

              	
                Unless otherwise determined by
      the Committee, as long as the Common Stock is listed on a national
      securities exchange or system sponsored by a national securities
      association, the issue of any shares of Common Stock pursuant to an Award
      shall be conditioned upon such shares being listed on such exchange or
      system. The Company shall have no obligation to issue such shares unless
      and until such shares are so listed, and the right to exercise any Option
      or other Award with respect to such shares shall be suspended until such
      listing has been effected.

              


      

      
        	
                 
      

              	
                 

              


      

      
        	
                 
      

              	
                (b)

              	
                If at any time counsel to the
      Company shall be of the opinion that any sale or delivery of shares of
      Common Stock pursuant to an Option or other Award is or may in the
      circumstances be unlawful or result in the imposition of excise taxes on
      the Company under the statutes, rules or regulations of any applicable
      jurisdiction, the Company shall have no obligation to make such sale or
      delivery, or to make any application or to effect or to maintain any
      qualification or registration under the Securities Act or otherwise, with
      respect to shares of Common Stock or Awards, and the right to exercise any
      Option or other Award shall be suspended until, in the opinion of said
      counsel, such sale or delivery shall be lawful or will not result in the
      imposition of excise taxes on the
  Company.

              


      

      
        	
                 
      

              	
                 

              


      

      
        	
                 
      

              	
                (c)

              	
                Upon termination of any period of
      suspension under this Section 16.6, any Award affected by such suspension
      which shall not then have expired or terminated shall be reinstated as to
      all shares available before such suspension and as to shares which would
      otherwise have become available during the period of such suspension, but
      no such suspension shall extend the term of any
    Award.

              


      

      
        	
                 
      

              	
                 

              


      

      
        	
                 
      

              	
                (d)

              	
                A Participant shall be required
      to supply the Company with any certificates, representations and
      information that the Company requests and otherwise cooperate with the
      Company in obtaining any listing, registration, qualification, exemption,
      consent or approval the Company deems necessary or
      appropriate.

              


      

       

      16.7             
Governing
Law. This Plan and actions
taken in connection herewith shall be governed and construed in accordance with
the laws of the State of New York (regardless of the law that might otherwise
govern under applicable New Yrok principles of conflict of
laws).

       

      16.8             
Construction. Wherever any words are used in this
Plan in the masculine gender they shall be construed as though they were also
used in the feminine gender in all cases where they would so apply, and wherever
any words are used herein in the singular form they shall be construed as though
they were also used in the plural form in all cases where they would so
apply.

       

      16.9             
Other
Benefits. No Award granted
or paid out under this Plan shall be deemed compensation for purposes of
computing benefits under any retirement plan of the Company or its Affiliates
nor affect any benefits under any other benefit plan now or subsequently in
effect under which the availability or amount of benefits is related to the
level of compensation.


      
        
           


        

        
          28

          
            

          

        

        
           


        

      

       

      16.10            Costs. The Company shall bear all expenses
associated with administering this Plan, including expenses of issuing Common
Stock pursuant to any Awards hereunder.

       

      16.11            No
Right to Same Benefits.
The provisions of Awards need not be the same with respect to each Participant,
and such Awards to individual Participants need not be the same in subsequent
years.

       

      16.12            Death/Disability. The Committee may in its sole
discretion require the transferee of a Participant to supply it with written
notice of the Participant’s death or Disability and to supply it with a copy of
the will (in the case of the Participant’s death) or such other evidence as the
Committee deems necessary to establish the validity of the transfer of an Award.
The Committee may, in its discretion, also require the agreement of the
transferee to be bound by all of the terms and conditions of the
Plan.

       

      16.13            Section
16(b) of the Exchange Act.
All elections and transactions under this Plan by persons subject to Section 16
of the Exchange Act involving shares of Common Stock are intended to comply with
any applicable exemptive condition under Rule 16b-3. The Committee may, in
its sole discretion, establish and adopt written administrative guidelines,
designed to facilitate compliance with Section 16(b) of the Exchange Act, as it
may deem necessary or proper for the administration and operation of this Plan
and the transaction of business thereunder.

       

      16.14            Section
409A of the Code. The Plan
is intended to comply with the applicable requirements of Section 409A of the
Code and shall be limited, construed and interpreted in accordance with such
intent. To the extent that any Award is subject to Section 409A of the Code, it
shall be paid in a manner that will comply with Section 409A of the Code,
including proposed, temporary or final regulations or any other guidance issued
by the Secretary of the Treasury and the Internal Revenue Service with respect
thereto. Notwithstanding anything herein to the contrary, any provision in the
Plan that is inconsistent with Section 409A of the Code shall be deemed to be
amended to comply with Section 409A of the Code and to the extent such provision
cannot be amended to comply therewith, such provision shall be null and
void.

       

      16.15            Successor
and Assigns. The Plan
shall be binding on all successors and permitted assigns of a Participant,
including, without limitation, the estate of such Participant and the executor,
administrator or trustee of such estate.

       

      16.16            Severability
of Provisions. If any
provision of the Plan shall be held invalid or unenforceable, such invalidity or
unenforceability shall not affect any other provisions hereof, and the Plan
shall be construed and enforced as if such provisions had not been
included.

       

      16.17            Payments
to Minors, Etc. Any benefit payable to or for the
benefit of a minor, an incompetent person or other person incapable of receipt
thereof shall be deemed paid when paid to such person’s guardian or to the party
providing or reasonably appearing to provide for the care of such person, and
such payment shall fully discharge the Committee, the Board, the Company, its
Affiliates and their employees, agents and representatives with respect
thereto.

       

      16.18            Headings
and Captions. The headings
and captions herein are provided for reference and convenience only, shall not
be considered part of the Plan, and shall not be employed in the construction of
the Plan.


      
        
           


        

        
          29

          
            

          

        

        
           


        

      

       

      ARTICLE
XVII

       

      EFFECTIVE
DATE OF PLAN

       

      The Plan
shall become effective upon the date specified by the Board in its resolution
adopting the Plan, subject to the approval of the Plan by the stockholders of
the Company in accordance with the requirements of the laws of the State of
Delaware.

       

      ARTICLE
XVIII

       

      TERM OF
PLAN

       

      No Award
shall be granted pursuant to the Plan on or after the tenth anniversary of the
earlier of the date the Plan is adopted or the date of stockholder approval, but
Awards granted prior to such tenth anniversary may extend beyond that date;
provided that no Award (other than a Stock Option or Stock Appreciation Right)
that is intended to be “performance-based” under Section 162(m) of the Code
shall be granted on or after the fifth anniversary of the stockholder approval
of the Plan unless the Performance Goals set forth on Exhibit A are reapproved
(or other designated performance goals are approved) by the stockholders no
later than the first stockholder meeting that occurs in the fifth year following
the year in which stockholders approve the Performance Goals set forth on
Exhibit A.

       

      ARTICLE
XIX

       

      NAME OF
PLAN

       

      This Plan
shall be known as “The China Infrastructure Construction Corporation 2010 Stock
Incentive Plan.”


      
        
           


        

        
          30

          
            

          

        

        
           


        

      

       

      QUALIFIED STOCK OPTION
AGREEMENT

      


      Under

      The
China Infrastructure Construction Corporation 2010 Stock Incentive
Plan

      


      AGREEMENT
(“Agreement”),
dated ________, 20__ by and between China Infrastructure Construction
Corporation, a Colorado corporation (the “Company”), and
_______________ (the “Participant”).

       

      Preliminary
Statement

       

      The Board
of Directors of the Company (the “Board”) has appointed
a committee (the “Committee”) to
administer the China Infrastructure Construction Corporation 2010 Stock
Incentive Plan (the “Plan”), has
authorized this grant of a qualified stock option (the “Option”) on _______,
2010 (the “Grant
Date”) to purchase the number of shares of the Company’s common stock, no
par value (the “Common
Stock”) set forth below to the Participant, as a Eligible Employee of the
Company (collectively, the Company and all Subsidiaries and Parents of the
Company shall be referred to as the “Employer”).

       

      Unless
otherwise indicated, any capitalized term used but not defined herein shall have
the meaning ascribed to such term in the Plan. For the convenience of the
Participant, capitalized terms used but not defined herein and defined in the
Plan have been set forth hereto in Schedule A. A copy of
the Plan has been delivered to the Participant. By signing and returning this
Agreement, the Participant (i) acknowledges having received and read a copy of
the Plan and this Agreement, (ii) agrees to comply with the Plan, this Agreement
and all applicable laws and regulations, (iii) acknowledges that the Company has
not provided any tax advice to the Participant regarding the grant or future
exercise of the Option or the subsequent sale or transfer of shares of Common
Stock issuable hereunder, and (iv) understands that the Participant should
consult with the Participant’s personal financial, accounting and tax advisors
regarding the same to the extent the Participant deems necessary.

       

      Accordingly,
the parties hereto agree as follows:

      


      1.     
Grant
of Option. The Company hereby grants to Optionee,
an Option to purchase _________shares (“Shares”) of its Common Stock in the
manner and subject to the conditions provided hereinafter. This Option is
intended to qualify as an Incentive Stock Option.

      


      2.     
Vesting and
Exercise.

      


      (a)    The
Shares underlying the Option shall vest at the time of and shall have an
exercise price (the “Option Exercise Price”) as set forth in Exhibit A attached
hereto, which is the Fair Market Value or higher of a share of Common Stock on
the Grant Date, or 110% of such Fair Market Value in the case of a Ten Percent
Stockholder as provided in Code Section 422. The Option shall vest
proportionately in the periods prior to each vesting date. To the extent that
the Option has become vested and is exercisable as provided herein, the Option
may thereafter be exercised by the Participant, in whole or in part, at any time
or from time to time prior to the expiration of the Option as provided herein
and in accordance with Sections 6.3(c) and 6.3(d) of the Plan, including,
without limitation, by the filing of any written form of exercise notice as may
be required by the Committee and payment in full of the Option Exercise Price
multiplied by the number of shares of Common Stock underlying the portion of the
Option exercised. Upon expiration of the Option, the Option shall be canceled
and no longer exercisable.

      


      (b)    (i) At the election of the Optionee and
with the approval of the Committee, all or any part of the Option that has
vested and have not been earlier terminated may be exercised in lieu of making
the cash payment to the Company of the aggregate Option Exercise Price by
electing instead to receive upon such exercise the “Net
Number” of shares of
Common Stock determined according to the following formula (“Cashless
Exercise”):


      
        
           


        

        
          31

          
            

          

        

        
           


        

      

       

      Net
Number = (A x (B - C))/B

       

      (ii)         For
purposes of the foregoing formula:

      


      A= the
total number shares with respect to which the Option is then being
exercised.

      B= the
last reported sale price (as reported by Bloomberg) of the Common Stock on the
trading day immediately preceding the date of the date of receipt by the Company
of the exercise representation letter attached hereto as Exhibit B (the
“Exercise Representation Letter”).

      C= the
Option Exercise Price then in effect at the time of such exercise.

      


      3.     Time of
Exercise of Option.     Except as otherwise provided in this
Agreement, any portion of the Option which has vested may be exercised;
provided, however, no portion of the Option may be
exercised ten years after their respective date of vesting (“Vesting Expiration
Date”) and any portion of the Option that has not been exercised on or prior to
the Vesting Expiration Date shall be automatically forfeited and of no further
effect without any action by the Company or the Committee (a “Vesting
Expiration”).

      


      4.     Method of
Exercise.     All or a portion of the Option may be
exercised by payment of the Option Exercise Price in cash or Cashless Exercise
by the Optionee, unless another form of payment is authorized by the Committee.
In the event of payment of the Option Exercise Price by check, the Option shall
not be considered exercised until receipt of cleared funds by the Company upon
deposit of the check.

      


      5.     Restrictions
on Exercise and Delivery.     Exercise of the Option, or any portion
thereof, shall be subject to the conditions set forth below as determined by the
Committee in its sole and absolute discretion:

      


      (a)  the satisfaction of any withholding tax
or other withholding liabilities, is necessary or desirable as a condition of,
or in connection with, such exercise or the delivery or purchase of Shares
pursuant thereto,

      


      (b)  the listing, registration, or
qualification of any Shares deliverable upon such exercise is desirable or
necessary, under any state or federal law, as a condition of, or in connection
with, such exercise or the delivery or purchase of Shares pursuant thereto,
or

      


      (c)   the consent or approval of any
regulatory body is necessary or desirable as a condition of, or in connection
with, such exercise or the delivery or purchase of any Shares pursuant thereto,
then in any such event, such exercise shall not be effective unless such
withholding, listing, registration, qualification, consent or approval shall
have been effected or obtained free of any conditions not acceptable to the
Committee. Optionee shall execute such documents and take such other actions as
are required by the Committee to enable it to effect or obtain such withholding,
listing, registration, qualification, consent or approval. Neither the Company
nor any officer or director, or member of the Committee, shall have any
liability with respect to the non-issuance of any portion of the Shares on
exercise or failure to sell any Shares as the result of any suspensions of
exercisability imposed pursuant to this Section.

      


      6.    Expiration
of Option.     Notwithstanding any other provision in
this Agreement, to the extent not previously exercised, the Option (or the
relevant portion thereof) shall terminate upon the first to occur of any of the
following events (the “Expiration Date”):

      


      
        	
              	
                (a)

              	
                the dissolution or liquidation of
      the Company;

              


      

       

      
        
           


        

        
          32

          
            

          

        

        
           


        

      

      


      
        	
              	
                (b)

              	
                the date immediately preceding
      the tenth (10th) anniversary of the Grant date,
      in the case of the Ten Percent Stockholder as provide in code Section
      422;

              


      

      


      
        	
              	
                (c)

              	
                at the time of a breach by
      Optionee of any material provision of the Optionee’s Employment Agreement
      with the Company or any other written agreement between the Optionee and
      the Company; or

              


      

      


      
        	
              	
                (d)

              	
                any portion of the Option that
      terminate pursuant to a Vesting
  Expiration.

              


      

      


      7.     Termination
of Service. If the
Optionee’s employment terminates, any portion of the Option which has vested
shall expire on the earliest of the following occasions (or such later date as
the Committee may determine):

      


      (a)   the Expiration
Date;

      


      (b)   the date three (3) months after the
termination of the Optionee’s employment for any reason other than for Cause
(including Disability (as defined in Section 22(e)(3) of the Internal Revenue
Code), death and retirement);

      


      (c)   the date of the Optionee’s termination
of employment for Cause (as such term is defined in the Optionee’s Employment
Agreement with the Company or, if not Employment Agreement has been executed,
then as defined herein).

      


      After the
date Optionee’s employment terminates, the Optionee (or in the case of the
Optionee’s death or Disability, the Optionee’s representative) may exercise all
or any portion of the Option which has vested at any time before its (i)
expiration under the preceding sentence or (ii) termination by operation of any
of the events in paragraph 5 hereof. When the Optionee’s employment terminates,
any portion of this Option which have not vested shall expire immediately
without any further action by the Committee or the Company.

      


      8.     Assignability.   This Option may not be sold, pledged,
assigned or transferred (except by will or the laws of descent and distribution)
unless with the written consent of the Company.

      


      9.     Representation
Letter.       
Upon exercise of all or any part
of the Option, the Optionee will deliver to the Company the Exercise
Representation Letter substantially the same as the one set forth on Exhibit B
hereto, as such Exhibit may be amended by the Committee from time to time.
Optionee also agrees to make such other representations as are deemed necessary
or appropriate by the Company and its counsel.

      


      10.   Rights as
Shareholder.       
Neither Optionee nor his or her
executor, administrator, heirs or legatees, shall be, or have any rights or
privileges of a shareholder of the Company in respect of the Shares unless and
until certificates representing such Shares shall have been issued in Optionee's
name.

      


      11.  No Right of
Employment.         Neither the grant nor exercise of any
Option nor anything in the Plan or this Agreement shall impose upon the Company
any obligation to employ or continue to employ any Optionee. The right of the
Company to terminate any employee shall not be diminished or affected because an
Option has been granted to such employee.


      
        
           


        

        
          33

          
            

          

        

        
           


        

      

      


      12.   Mandatory
Arbitration.    In the event of any dispute between the
Company and Optionee regarding this Agreement, the dispute and any issue as to
the arbitrability of such dispute, shall be settled to the exclusion of a court
of law, by arbitration in New York City, New York by a panel of three
arbitrators (each party shall choose one arbitrator and the third shall be
chosen by the two arbitrators so selected) in accordance with the Commercial
Arbitration Rules of the American Arbitration Association then in effect. The
decision of a majority of the arbitrators shall be final and binding upon the
parties. All costs of the arbitration and the fees of the arbitrators shall be
allocated between the parties as determined by a majority of the arbitrators, it
being the intention of the parties that the prevailing party in such a
proceeding be made whole with respect to its expenses.

      


      13.   The
Company’s Rights. The
existence of the Option shall not affect in any way the right or power of the
Company or its stockholders to make or authorize any or all adjustments,
recapitalizations, reorganizations or other changes in the Company's capital
structure or its business, or any merger or consolidation of the Company, or any
issue of bonds, debentures, preferred or other stocks with preference ahead of
or convertible into, or otherwise affecting the Common Stock or the rights
thereof, or the dissolution or liquidation 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 of a similar character or
otherwise.

      


      14.   Optionee. Whenever the word “Optionee” is used
in any provision of this Agreement under circumstances where the provision
should logically be construed, as determined by the Committee, to apply to the
estate, personal representative, beneficiary to whom the Option or Shares may be
transferred by will or by the laws of descent and distribution, or another
permitted transferee, the word “Optionee” shall be deemed to include such
person.

      


      15.   Conformity
with Plan. This Agreement
is intended to conform in all respects with, and is subject to all applicable
provisions of, the Plan. Inconsistencies between this Agreement and the Plan
shall be resolved in accordance with the terms of the Plan. In the event of any
ambiguity in this Agreement or any matters as to which this Agreement is silent,
the Plan shall govern. A copy of the Plan is provided to Optionee with this
Agreement as Exhibit C.

      


      16.   Section
409A Compliance. To the
extent applicable, the Board or the Committee may at any time and from time to
time amend, in whole or in part, any or all of the provisions of this Agreement
(in a manner determined by the Board or Committee in its sole discretion) solely
to comply with Section 409A of the Code and the regulations promulgated
thereunder, subject to the terms and conditions of the Plan.

      


      17.   Incentive
Stock Option. Subject to
the provisions of the Plan, this Option is an Incentive Stock Option. To the
extent the number of Shares exceeds the limit set forth in Section 6.3 of the
Plan, such Shares shall be deemed granted pursuant to a Nonqualified Stock
Option. Unless otherwise indicated by the Participant in the notice of exercise,
upon any exercise of this Option, the number of exercised Shares that shall be
deemed to be exercised pursuant to an Incentive Stock Option shall equal the
total number of Shares so exercised multiplied by a fraction, (i) the numerator
of which is the number of unexercised Shares that could then be exercised
pursuant to an Incentive Stock Option and (ii) the denominator of which is the
then total number of unexercised Shares.

      


      18 .  Disqualifying
Disposition. In the event
that Common Stock acquired upon exercise of this Option is disposed of by the
Participant in a “Disqualifying Disposition,” such Participant shall notify the
Company in writing within thirty (30) days after such disposition of the date
and terms of such disposition. For purposes hereof, “Disqualifying Disposition”
shall mean a disposition of Common Stock that is acquired upon the exercise of
this Option (and that is not deemed granted pursuant to a Nonqualified Stock
Option under Section 17 hereof ) prior to the expiration of either two years
from the Grant Date of this Option or one year from the transfer of shares to
the Participant pursuant to the exercise of this Option.

      


      19.   Notices. All notices and other communications
made or given pursuant to this Agreement shall be in writing and shall be
sufficiently made or given if hand delivered or mailed by certified mail,
addressed to the Optionee at the address contained in the records of the
Company, or addressed to the Committee, care of the Company to the attention of
its Corporate Secretary at its principal office or, if the receiving party
consents in advance, transmitted and received via telecopy or via such other
electronic transmission mechanism as may be available to the
parties.


      
        
           


        

        
          34

          
            

          

        

        
           


        

      

      


      20.    Binding
Effect. This Agreement
shall be binding upon and inure to the benefit of Optionee, his heirs and
successors, and of the Company, its successors and assigns.
 

      


      21.    Governing
Law. This Agreement shall
be governed by the laws of the State of New York, without giving effect to
principles of conflicts of laws.

      


      22.    Descriptive
Headings. Titles to Sections are
solely for informational purposes.

      


      [Remainder
of the Page Intentionally Left Blank]


      
        
           


        

        
          35

          
            

          

        

        
           


        

      


      IN
WITNESS WHEREOF, this Agreement is effective as of, and the date of grant shall
be _________, 20__.

      


      
        
          
            
              
                
                  
                    	
                            CHINA
      INFRASTRUCTURE CONSTRUCTION CORPORATION,

                          
	
                            a
      Colorado corporation

                          
	 
      	 
      
	
                            By: 

                          	 
      
	
                            Its: 

                          	 
      
	 
      	 
      
	
                            OPTIONEE

                          
	 
      	 
      
	  
      
	  
      
	
                            Print
      Name

                          


                  

                

              

            

          

        

      

       

      
        
           


        

        
          36

          
            

          

        

        
           


        

      


      EXHIBIT
A

      


      VESTING
SCHEDULE AND OPTION EXERCISE PRICE

      


      
        
          
            
              
                
                  	
                          Number of Shares

                        	 	
                          Vesting Date

                        	 	
                          Exercise Price per Share

                        
	
                           

                        	 	
                           

                        	 	
                           

                        
	
                           

                        	 	
                           

                        	 	
                           

                        


                

              

            

          

        

      

       

      
        
           


        

        
          37

          
            

          

        

        
           


        

      


      EXHIBIT
B

      


      ______________,
20___

      


      China
Infrastructure Construction Corporation

      


      Re:          Stock Option
Exercise

      


      To Whom
It May Concern:

      


      I (the
“Optionee”) hereby exercise my right to purchase ________ shares of common stock
(the “Shares”) of China Infrastructure Construction Corporation, a Colorado
corporation (the “Company”), pursuant to, and in accordance with, an option
agreement dated _________, 2010 (the “Agreement”). As provided in such
Agreement, I deliver herewith payment as set forth in the Agreement in the
amount of the aggregate option exercise price. Please deliver to me at my
address as set forth above stock certificates representing the subject shares
registered in my name.

      


      The
Optionee hereby represents and agrees as follows:

      


      1.              The Optionee acknowledges receipt of a
copy of the Agreement. The Optionee has carefully reviewed the
Agreement.

      


      2.             
The Optionee is a resident of
__________.

      


      3.
            
The Optionee represents and
agrees that if the Optionee is an “affiliate” (as defined in Rule 144 under the
Securities Act of 1933) of the Company at the time the Optionee desires to sell
any of the Shares, the Optionee will be subject to certain restrictions under,
and will comply with all of the requirements of, applicable federal and state
securities laws.

      


      The
foregoing representations and warranties are given on ________ at
_____________________.

      


      ___
Optionee encloses a check in the amount of $ ______________ for the payment of
the aggregate amount of the Option Exercise Price.

      


      ___
Optionee elects a Cashless Exercise for __________Option Shares.

      


      
        
          
            	
                    OPTIONEE:

                  
	 
      
	
                        

                  


          

        

      

       

      
        
           


        

        
          38

          
            

          

        

        
           


        

      

    


    Exhibit
C

    


    China
Infrastructure Construction Corporation 2010 Stock Incentive Plan

    


    SCHEDULE
A

     

    The
following terms used but not defined in the Agreement and defined in the Plan
have been provided below for the convenience of the Participant but are
qualified in their entirety by the full text of such terms in the
Plan.

     

    
      A.           “Acquisition
Event” means a merger or consolidation in
which the Company is not the surviving entity, any transaction that results in
the acquisition of all or substantially all of the Company’s outstanding Common
Stock by a single person or entity or by a group of persons and/or entities
acting in concert, or the sale or transfer of all or substantially all of the
Company’s assets.

    

     

    B.           “Affiliate” means each of the following:
(a) any Subsidiary; (b) any Parent; (c) any corporation, trade or
business (including, without limitation, a partnership or limited liability
company) which is directly or indirectly controlled 50% or more (whether by
ownership of stock, assets or an equivalent ownership interest or voting
interest) by the Company; (d) any corporation, trade or business (including,
without limitation, a partnership or limited liability company) which directly
or indirectly controls 50% or more (whether by ownership of stock, assets or an
equivalent ownership interest or voting interest) of the Company; and
(e) any other entity in which the Company or any of its Affiliates has a
material equity interest and which is designated as an “Affiliate” by resolution
of the Committee; provided that the Common Stock subject to any Award
constitutes “service recipient stock” for purposes of Section 409A of the Code
or otherwise does not subject the Award to Section 409A of the
Code.

     

    C.           “Appreciation
Award” means any Award under this Plan of any
Stock Option, Stock Appreciation Right or Other Stock-Based Award, provided that
such Other Stock-Based Award is based on the appreciation in value of a share of
Common Stock in excess of an amount equal to at least the Fair Market Value of
the Common Stock on the date such Other Stock-Based Award is
granted.

     

    D.           “Award” means any award under this Plan of any
Stock Option, Stock Appreciation Right, Restricted Stock, Performance Share,
Other Stock-Based Award or Performance-Based Cash Awards. All Awards shall be
granted by, confirmed by, and subject to the terms of, a written agreement
executed by the Company and the Participant.

     

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

     

    F.            “Cause” means with respect to a Participant’s
Termination of Employment or Termination of Consultancy from and after the date
hereof, the following: (a) in the case where there is no employment agreement,
consulting agreement, change in control agreement or similar agreement in effect
between the Company or an Affiliate and the Participant at the time of the grant
of the Award (or where there is such an agreement but it does not define “cause”
(or words of like import)), termination due to: (i) a Participant’s conviction
of, or plea of guilty or nolo contendere to, a felony; (ii) perpetration by a
Participant of an illegal act, or fraud which could cause significant economic
injury to the Company; (iii) continuing willful and deliberate failure by the
Participant to perform the Participant’s duties in any material respect,
provided that the Participant is given notice and an opportunity to effectuate a
cure as determined by the Committee; or (iv) a Participant’s willful misconduct
with regard to the Company that could have a material adverse effect on the
Company; or (b) in the case where there is an employment agreement, consulting
agreement, change in control agreement or similar agreement in effect between
the Company or an Affiliate and the Participant at the time of the grant of the
Award that defines “cause” (or words of like import), “cause” as defined under
such agreement; provided, however, that with regard to any agreement under which
the definition of “cause” only applies on occurrence of a change in control,
such definition of “cause” shall not apply until a change in control actually
takes place and then only with regard to a termination thereafter. With respect
to a Participant’s Termination of Directorship, “cause” means an act or failure
to act that constitutes cause for removal of a director under applicable
Delaware law.


    
      
         


      

      
        39

        
          

        

      

      
         


      

    

    


    G.            “Change
in Control” has the meaning set forth in Section
13.2 of the Plan.

     

    H.            “Change
in Control Price” has the meaning set forth in Section
13.1 of the Plan.

     

    I.     
       “Code” means the Internal Revenue Code of
1986, as amended. Any reference to any section of the Code shall also be a
reference to any successor provision and any Treasury Regulation promulgated
thereunder.

     

    J.            “Committee” means: (a) with respect to the
application of this Plan to Eligible Employees and Consultants, a committee or
subcommittee of the Board appointed from time to time by the Board, which
committee or subcommittee shall consist of two or more non-employee directors,
each of whom shall be (i) a “non-employee director” as defined in Rule 16b-3;
(ii) to the extent required by Section 162(m) of the Code, an “outside director”
as defined under Section 162(m) of the Code; and (iii) an “independent director”
for purposes of the applicable stock exchange rules; and (b) with respect
to the application of this Plan to Non-Employee Directors, the Board. To the
extent that no Committee exists that has the authority to administer this Plan,
the functions of the Committee shall be exercised by the Board. If for any
reason the appointed Committee does not meet the requirements of Rule 16b-3 or
Section 162(m) of the Code, such noncompliance shall not affect the validity of
Awards, grants, interpretations or other actions of the
Committee.

     

    K.           “Common
Stock” means the common stock, no par value,
of the Company.

     

    L.           “Company” means China Infrastructure
Construction Corporation, a Colorado corporation, and its successors by
operation of law.

     

    M.          “Consultant” means any individual or entity who
provides bona fide consulting or advisory services to the Company or its
Affiliates pursuant to a written agreement, which are not in connection with the
offer and sale of securities in a capital-raising
transaction.

     

    N.           “Disability” means with respect to a Participant’s
Termination, a permanent and total disability as defined in Section 22(e)(3) of
the Code. A Disability shall only be deemed to occur at the time of the
determination by the Committee of the Disability. Notwithstanding the foregoing,
for Awards that are subject to Section 409A of the Code, Disability shall mean
that a Participant is disabled under Section 409A(a)(2)(C)(i) or (ii) of the
Code.

    


    O.           “Effective
Date” means the effective date of this Plan
as defined in Article XVII.

     

    P.           “Eligible
Employees” means each employee of the Company or
an Affiliate.

     

    Q.           “Exchange
Act” means the Securities Exchange Act of
1934, as amended. Any references to any section of the Exchange Act shall also
be a reference to any successor provision.

     

    R.           “Fair
Market Value” means, unless otherwise required by
any applicable provision of the Code or any regulations issued thereunder, as of
any date and except as provided below, the last sales price reported for the
Common Stock on the applicable date: (a) as reported on the principal national
securities exchange in the United States on which it is then traded, or (b) if
the Common Stock is not traded, listed or otherwise reported or quoted, the
Committee shall determine in good faith the Fair Market Value in whatever manner
it considers appropriate taking into account the requirements of Section 409A of
the Code. For purposes of the grant of any Award, the applicable date shall be
the trading day immediately prior to the date on which the Award is granted. For
purposes of the exercise of any Award, the applicable date shall be the date a
notice of exercise is received by the Committee or, if not a day on which the
applicable market is open, the next day that it is open.

     

    
      
         


      

      
        40

        
          

        

      

      
         


      

    

    


    S.            “Family
Member” means “family member” as defined in
Section A.1.(5) of the general instructions of Form S-8.

     

    T.            “GAAP” has the meaning set forth in Section
11.2(c)(ii).

     

    U.        
   “Incentive
Stock Option” means any Stock Option awarded to an
Eligible Employee of the Company, its Subsidiaries and its Parent (if any) under
this Plan intended to be and designated as an “Incentive Stock Option” within
the meaning of Section 422 of the Code.

     

    V.           “Non-Employee
Director” means a director of the Company who is
not an active employee of the Company or an Affiliate.

     

    W.          “Non-Qualified
Stock Option” means any Stock Option awarded under
this Plan that is not an Incentive Stock Option.

     

    X.            “Other
Stock-Based Award” means an Award under Article X of this
Plan that is valued in whole or in part by reference to, or is payable in or
otherwise based on, Common Stock, including, without limitation, a restricted
stock unit or an Award valued by reference to an Affiliate.

    


    Y.            “Parent” means any parent corporation of the
Company within the meaning of Section 424(e) of the Code.

     

    Z.            “Participant” means an Eligible Employee,
Non-Employee Director or Consultant to whom an Award has been granted pursuant
to the Plan.

     

    AA.         “Performance-Based
Cash Award” means a cash Award under Article XI of
this Plan that is payable or otherwise based on the attainment of certain
pre-established performance goals during a Performance
Period.

     

    BB.        “Performance
Goals” mean such
performance goals as determined in writing by the Committee.

     

    CC.        “Performance
Period” means the duration of the period
during which receipt of an Award is subject to the satisfaction of performance
criteria, such period as determined by the Committee in its sole
discretion.

     

    DD.        “Performance
Share” means an Award made pursuant to
Article IX of this Plan of the right to receive Common Stock or cash of an
equivalent value at the end of a specified Performance
Period.

     

    EE.          “Person” means any individual, corporation,
partnership, limited liability company, firm, joint venture, association,
joint-stock company, trust, incorporated organization, governmental or
regulatory or other entity.

     

    FF.          “Plan” means this China
Infrastructure Construction Corporation 2010 Stock Incentive Plan, as amended
from time to time.


    
      
         


      

      
        41

        
          

        

      

      
         


      

    

     

    GG.         “Reference
Stock Option” has the meaning set forth in Section
7.1 of the Plan.

     

    HH.        “Restricted
Stock” means an Award of shares of Common
Stock under this Plan that is subject to restrictions under Article
VIII.

     

    II.            “Restriction
Period” has the meaning set forth in
Subsection 8.3(a) of the Plan.

     

    JJ.          “Rule
16b-3” means Rule 16b-3 under Section 16(b)
of the Exchange Act as then in effect or any successor
provision.

     

    KK.        “Section
162(m) of the Code” means the exception for
performance-based compensation under Section 162(m) of the Code and any
applicable Treasury regulations thereunder.

     

    LL.         “Section
409A of the Code” means the nonqualified deferred
compensation rules under Section 409A of the Code and any applicable Treasury
regulations thereunder.

     

    MM.       “Securities
Act” means the Securities Act of 1933, as
amended and all rules and regulations promulgated thereunder. Any reference to
any section of the Securities Act shall also be a reference to any successor
provision.

    


    NN.        “Stock
Appreciation Right” means the right pursuant to an Award
granted under Article VII. A Tandem Stock Appreciation Right shall mean the
right to surrender to the Company all (or a portion) of a Stock Option in
exchange for cash or a number of shares of Common Stock (as determined by the
Committee, in its sole discretion, on the date of grant) equal to the difference
between (a) the Fair Market Value on the date such Stock Option (or such
portion thereof) is surrendered, of the Common Stock covered by such Stock
Option (or such portion thereof), and (b) the aggregate exercise price of
such Stock Option (or such portion thereof). A Non-Tandem Stock Appreciation
Right shall mean the right to receive cash or a number of shares of Common Stock
(as determined by the Committee, in its sole discretion, on the date of grant)
equal to the difference between (i) the Fair Market Value of a share of
Common Stock on the date such right is exercised, and (ii) the aggregate
exercise price of such right, otherwise than on surrender of a Stock
Option.

     

    OO.        “Stock
Option” or “Option” means any option to purchase shares of
Common Stock granted to Eligible Employees, Non-Employee Directors or
Consultants granted pursuant to Article VI of the Plan.

     

    PP.         “Subsidiary” means any subsidiary corporation of
the Company within the meaning of Section 424(f) of the
Code.

     

    QQ.        “Ten
Percent Stockholder” means a person owning stock possessing
more than 10% of the total combined voting power of all classes of stock of the
Company, its Subsidiaries or its Parent.

     

    RR.        “Termination” means a Termination of Consultancy,
Termination of Directorship or Termination of Employment, as
applicable.

     

    SS.         “Termination
of Consultancy”
means: (a) that the Consultant is no longer acting as a consultant to the
Company or an Affiliate; or (b) when an entity which is retaining a Participant
as a Consultant ceases to be an Affiliate unless the Participant otherwise is,
or thereupon becomes, a Consultant to the Company or another Affiliate at the
time the entity ceases to be an Affiliate. In the event that a Consultant
becomes an Eligible Employee or a Non-Employee Director upon the termination of
his or her consultancy, unless otherwise determined by the Committee, in its
sole discretion, no Termination of Consultancy shall be deemed to occur until
such time as such Consultant is no longer a Consultant, an Eligible Employee or
a Non-Employee Director. Notwithstanding the foregoing, the Committee may, in
its sole discretion, otherwise define Termination of Consultancy in the Award
agreement or, if no rights of a Participant are reduced, may otherwise define
Termination of Consultancy thereafter.


    
      
         


      

      
        42

        
          

        

      

      
         


      

    

     

    TT.         “Termination
of Directorship” means that the Non-Employee Director
has ceased to be a director of the Company; except that if a Non-Employee
Director becomes an Eligible Employee or a Consultant upon the termination of
his or her directorship, his or her ceasing to be a director of the Company
shall not be treated as a Termination of Directorship unless and until the
Participant has a Termination of Employment or Termination of Consultancy, as
the case may be.

    


    UU.         “Termination
of Employment” means: (a) a termination of
employment (for reasons other than a military or personal leave of absence
granted by the Company) of a Participant from the Company and its Affiliates; or
(b) when an entity which is employing a Participant ceases to be an
Affiliate, unless the Participant otherwise is, or thereupon becomes, employed
by the Company or another Affiliate at the time the entity ceases to be an
Affiliate. In the event that an Eligible Employee becomes a Consultant or a
Non-Employee Director upon the termination of his or her employment, unless
otherwise determined by the Committee, in its sole discretion, no Termination of
Employment shall be deemed to occur until such time as such Eligible Employee is
no longer an Eligible Employee, a Consultant or a Non-Employee Director.
Notwithstanding the foregoing, the Committee may, in its sole discretion,
otherwise define Termination of Employment in the Award agreement or, if no
rights of a Participant are reduced, may otherwise define Termination of
Employment thereafter.

     

    VV.        “Transfer” means: (a) when used as a noun, any
direct or indirect transfer, sale, assignment, pledge, hypothecation,
encumbrance or other disposition (including the issuance of equity in a Person),
whether for value or no value and whether voluntary or involuntary (including by
operation of law), and (b) when used as a verb, to directly or indirectly
transfer, sell, assign, pledge, encumber, charge, hypothecate or otherwise
dispose of (including the issuance of equity in a Person) whether for value or
for no value and whether voluntarily or involuntarily (including by operation of
law). “Transferred” and “Transferrable” shall have a correlative
meaning.


    
      
         


      

      
        43

        
          

        

      

      
         


      

    

    


    NON-QUALIFIED STOCK OPTION
AGREEMENT

    


    Under

    The
China Infrastructure Construction Corporation 2010 Stock Incentive
Plan

    


    AGREEMENT
(“Agreement”),
dated ________, 20__ by and between China Infrastructure Construction
Corporation, a Colorado corporation (the “Company”), and
_______________ (the “Participant”).

     

    Preliminary
Statement

     

    The Board
of Directors of the Company (the “Board”) has appointed
a committee (the “Committee”) to
administer the China Infrastructure Construction Corporation 2010 Stock
Incentive Plan (the “Plan”), has
authorized this grant of a non-qualified stock option (the “Option”) on _______,
2010 (the “Grant
Date”) to purchase the number of shares of the Company’s common stock, no
par value (the “Common
Stock”) set forth below to the Participant, as a Eligible Employee of the
Company or an Affiliate (collectively, the Company and all Subsidiaries and
Parents of the Company shall be referred to as the “Employer”).

     

    Unless
otherwise indicated, any capitalized term used but not defined herein shall have
the meaning ascribed to such term in the Plan. For the convenience of the
Participant, capitalized terms used but not defined herein and defined in the
Plan have been set forth hereto in Schedule A. A copy of
the Plan has been delivered to the Participant. By signing and returning this
Agreement, the Participant (i) acknowledges having received and read a copy of
the Plan and this Agreement, (ii) agrees to comply with the Plan, this Agreement
and all applicable laws and regulations, (iii) acknowledges that the Company has
not provided any tax advice to the Participant regarding the grant or future
exercise of the Option or the subsequent sale or transfer of shares of Common
Stock issuable hereunder, and (iv) understands that the Participant should
consult with the Participant’s personal financial, accounting and tax advisors
regarding the same to the extent the Participant deems necessary.

     

    Accordingly,
the parties hereto agree as follows:

     

    1.     
Grant
of Option.       
The Company hereby grants to
Optionee, an Option to purchase _________shares (“Shares”) of its Common Stock
in the manner and subject to the conditions provided
hereinafter.

    


    2.     
Vesting and
Exercise.

    


    (a)     The
Shares underlying the Option shall vest at the time of and shall have an
exercise price (the “Option Exercise Price”) as set forth in Exhibit A attached
hereto, which is the Fair Market Value or higher of a share of Common Stock on
the Grant Date. The Option shall vest proportionately in the periods prior to
each vesting date. To the extent that such portion of the Option has become
vested and is exercisable as provided herein, the Option may thereafter be
exercised by the Participant, in whole or in part, at any time or from time to
time prior to the expiration of the Option as provided herein and in accordance
with Sections 6.3(c) and 6.3(d) of the Plan, including, without limitation, by
the filing of any written form of exercise notice as may be required by the
Committee and payment in full of the Option Exercise Price multiplied by the
number of shares of Common Stock underlying the portion of the Option exercised.
Upon expiration of the Option, the Option shall be canceled and no longer
exercisable.

    


    (b)    
(i) At the election of the Optionee and
with the approval of the Committee, all or any part of the Option that has
vested and have not been earlier terminated may be exercised in lieu of making
the cash payment to the Company of the aggregate Option Exercise Price by
electing instead to receive upon such exercise the “Net
Number” of shares of
Common Stock determined according to the following formula (“Cashless
Exercise”):

     

    
      
         


      

      
        44

        
          

        

      

      
         


      

    

    


    Net
Number = (A x (B - C))/B

     

     (ii)         For
purposes of the foregoing formula:

    


    A= the
total number shares with respect to which the Option is then being
exercised.

    B= the
last reported sale price (as reported by Bloomberg) of the Common Stock on the
trading day immediately preceding the date of the date of receipt by the Company
of the exercise representation letter attached hereto as Exhibit B (the
“Exercise Representation Letter”).

    C= the
Option Exercise Price then in effect at the time of such exercise.

    


    3.     
Time
of Exercise of Option.     Except as otherwise provided in this
Agreement, any portion of the Option which has vested may be exercised;
provided, however, no portion of the Option may be
exercised ______ years after their respective date of vesting (“Vesting
Expiration Date”) and any portion of the Option that has not been exercised on
or prior to the Vesting Expiration Date shall be automatically forfeited and of
no further effect without any action by the Company or the Committee (a “Vesting
Expiration”).

    


    4.     
Method of
Exercise.      All or a portion of the Option may be
exercised by payment of the Option Exercise Price in cash or Cashless Exercise
by the Optionee, unless another form of payment is authorized by the Committee.
In the event of payment of the Option Exercise Price by check, the Option shall
not be considered exercised until receipt of cleared funds by the Company upon
deposit of the check.

    


    5.      
Restrictions
on Exercise and Delivery.      Exercise of the Option, or any portion
thereof, shall be subject to the conditions set forth below as determined by the
Committee in its sole and absolute discretion:

    


    (a)     the satisfaction of any withholding tax
or other withholding liabilities, is necessary or desirable as a condition of,
or in connection with, such exercise or the delivery or purchase of Shares
pursuant thereto,

    


    (b)     the listing, registration, or
qualification of any Shares deliverable upon such exercise is desirable or
necessary, under any state or federal law, as a condition of, or in connection
with, such exercise or the delivery or purchase of Shares pursuant thereto,
or

    


    (c)     the consent or approval of any
regulatory body is necessary or desirable as a condition of, or in connection
with, such exercise or the delivery or purchase of any Shares pursuant
thereto,

    


    then in
any such event, such exercise shall not be effective unless such withholding,
listing, registration, qualification, consent or approval shall have been
effected or obtained free of any conditions not acceptable to the Committee.
Optionee shall execute such documents and take such other actions as are
required by the Committee to enable it to effect or obtain such withholding,
listing, registration, qualification, consent or approval. Neither the Company
nor any officer or director, or member of the Committee, shall have any
liability with respect to the non-issuance of any portion of the Shares on
exercise or failure to sell any Shares as the result of any suspensions of
exercisability imposed pursuant to this Section.

    


    6.     
Expiration
of Option.     Notwithstanding any other provision in
this Agreement, to the extent not previously exercised, the Option (or the
relevant portion thereof) shall terminate upon the first to occur of any of the
following events (the “Expiration Date”):

    


    (a)     the
dissolution or liquidation of the Company;


    
      
         


      

      
        45

        
          

        

      

      
         


      

    

    


    (b)     at the time of a breach by Optionee of
any material provision of the Optionee’s Employment Agreement with the Company
or any other written agreement between the Optionee and the Company;
or

    


    (c)     any portion of the Option that
terminate pursuant to a Vesting Expiration.

    


    7.     
Termination
of Service.
Notwithstanding any other provision in this Agreement, if the Optionee’s
employment terminates, any portion of the Option which has vested shall expire
on the earliest of the following occasions (or such later date as the Committee
may determine):

    


    (a)     the Expiration
Date;

    


    (b)     the date three (3) months after the
termination of the Optionee’s employment for any reason other than for Cause
(including Disability (as defined in Section 22(e)(3) of the Internal Revenue
Code), death and retirement);

    


    (c)     the date of the Optionee’s termination
of employment for Cause (as such term is defined in the Optionee’s Employment
Agreement with the Company, or if no Employment Agreement has been executed, as
defined herein).

    


    After the
date Optionee’s employment terminates, the Optionee (or in the case of the
Optionee’s death or Disability, the Optionee’s representative) may exercise all
or any portion of the Option which has vested at any time before its (i)
expiration under the preceding sentence or (ii) termination by operation of any
of the events in paragraph 5 hereof. When the Optionee’s employment terminates,
any portion of this Option which has not vested shall expire immediately without
any further action by the Committee or the Company.

    


    8.     
Assignability.     This Option may not be sold, pledged,
assigned or transferred (except by will or the laws of descent and distribution)
unless with the written consent of the Company.

    


    9.     
Representation
Letter.     Upon exercise of all or any part of the
Option, the Optionee will deliver to the Company the Exercise Representation
Letter substantially the same as the one set forth on Exhibit B hereto, as such
Exhibit may be amended by the Committee from time to time. Optionee also agrees
to make such other representations as are deemed necessary or appropriate by the
Company and its counsel.

    


    10.    Rights as
Shareholder.   Neither Optionee nor his or her
executor, administrator, heirs or legatees, shall be, or have any rights or
privileges of a shareholder of the Company in respect of the Shares unless and
until certificates representing such Shares shall have been issued in Optionee's
name.

    


    11.    No Right of
Employment.     Neither the grant nor exercise of any
Option nor anything in the Plan or this Agreement shall impose upon the Company
any obligation to employ or continue to employ any Optionee. The right of the
Company to terminate any employee shall not be diminished or affected because an
Option has been granted to such employee.

    


    12.    Mandatory
Arbitration.    In the event of any dispute between the
Company and Optionee regarding this Agreement, the dispute and any issue as to
the arbitrability of such dispute, shall be settled to the exclusion of a court
of law, by arbitration in New York City, New York by a panel of three
arbitrators (each party shall choose one arbitrator and the third shall be
chosen by the two arbitrators so selected) in accordance with the Commercial
Arbitration Rules of the American Arbitration Association then in effect. The
decision of a majority of the arbitrators shall be final and binding upon the
parties. All costs of the arbitration and the fees of the arbitrators shall be
allocated between the parties as determined by a majority of the arbitrators, it
being the intention of the parties that the prevailing party in such a
proceeding be made whole with respect to its expenses.


    
      
         


      

      
        46

        
          

        

      

      
         


      

    

    


    13.    The
Company’s Rights. The
existence of the Option shall not affect in any way the right or power of the
Company or its stockholders to make or authorize any or all adjustments,
recapitalizations, reorganizations or other changes in the Company's capital
structure or its business, or any merger or consolidation of the Company, or any
issue of bonds, debentures, preferred or other stocks with preference ahead of
or convertible into, or otherwise affecting the Common Stock or the rights
thereof, or the dissolution or liquidation 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 of a similar character or
otherwise.

    


    14.    Optionee. Whenever the word “Optionee” is used in
any provision of this Agreement under circumstances where the provision should
logically be construed, as determined by the Committee, to apply to the estate,
personal representative, beneficiary to whom the Option or Shares may be
transferred by will or by the laws of descent and distribution, or another
permitted transferee, the word “Optionee” shall be deemed to include such
person.

    


    15.    Conformity
with Plan. This Agreement
is intended to conform in all respects with, and is subject to all applicable
provisions of, the Plan. Inconsistencies between this Agreement and the Plan
shall be resolved in accordance with the terms of the Plan. In the event of any
ambiguity in this Agreement or any matters as to which this Agreement is silent,
the Plan shall govern. A copy of the Plan is provided to Optionee with this
Agreement as Exhibit C.

    


    16.    Section
409A Compliance. To the
extent applicable, the Board or the Committee may at any time and from time to
time amend, in whole or in part, any or all of the provisions of this Agreement
(in a manner determined by the Board or Committee in its sole discretion) solely
to comply with Section 409A of the Code and the regulations promulgated
thereunder, subject to the terms and conditions of the Plan.

    


    17.    
Notices. All notices and other communications
made or given pursuant to this Agreement shall be in writing and shall be
sufficiently made or given if hand delivered or mailed by certified mail,
addressed to the Optionee at the address contained in the records of the
Company, or addressed to the Committee, care of the Company to the attention of
its Corporate Secretary at its principal office or, if the receiving party
consents in advance, transmitted and received via telecopy or via such other
electronic transmission mechanism as may be available to the
parties.

    


    18.    
Binding
Effect. This Agreement
shall be binding upon and inure to the benefit of Optionee, his heirs and
successors, and of the Company, its successors and assigns.
 

    


    19.    
Governing
Law. This Agreement shall
be governed by the laws of the State of New York, without giving effect to
principles of conflicts of laws.

    


    20.    
Descriptive
Headings. 
Titles to Sections are solely for
informational purposes.

    


    [Remainder
of the Page Intentionally Left Blank]

     

    
      
        
        

      

      
        47

        
          

        

      

      
        
        

      

    

     

    IN
WITNESS WHEREOF, this Agreement is effective as of, and the date of grant shall
be _______ __, 20__.

    


    
      
        	
                CHINA
      INFRASTRUCTURE CONSTRUCTION CORPORATION,

              
	
                a
      Colorado corporation

              
	 
      	 
      
	
                By:

              	
                  

              
	
                Its:

              	
                  

              
	 
      	 
      
	
                OPTIONEE

              
	 
      	 
      
	
                  

              
	
                   

              
	
                Print
      Name

              


      

    

     

    
      
         


      

      
        48

        
          

        

      

      
         


      

    


    EXHIBIT
A

    


    VESTING
SCHEDULE AND OPTION EXERCISE PRICE

    


    
      
        
          
            	
                    Number
      of Shares

                  	 
      	
                    Vesting
      Date

                  	 
      	
                    Exercise
      Price per Share

                  
	 
      	 
      	 
      	 
      	 
      


          

        

      

    

    



    
      
         


      

      
        49

        
          

        

      

      
         


      

    


    EXHIBIT
B

    


    ______________,
20___

    


    China
Infrastructure Construction Corporation

    


    Re:           Stock Option
Exercise

    


    To Whom
It May Concern:

    


    I (the
“Optionee”) hereby exercise my right to purchase ________ shares of common stock
(the “Shares”) of China Infrastructure Construction Corporation, a Colorado
corporation (the “Company”), pursuant to, and in accordance with, an option
agreement dated _______________, 20__ (the “Agreement”). As provided in such
Agreement, I deliver herewith payment as set forth in the Agreement in the
amount of the aggregate option exercise price. Please deliver to me at my
address as set forth above stock certificates representing the subject shares
registered in my name.

    


    The
Optionee hereby represents and agrees as follows:

    


    1.    The Optionee acknowledges receipt of a
copy of the Agreement. The Optionee has carefully reviewed the
Agreement.

    


    2.    The Optionee is a resident of
__________.

    


    3.    The Optionee represents and agrees that
if the Optionee is an “affiliate” (as defined in Rule 144 under the Securities
Act of 1933) of the Company at the time the Optionee desires to sell any of the
Shares, the Optionee will be subject to certain restrictions under, and will
comply with all of the requirements of, applicable federal and state securities
laws.

    


    The
foregoing representations and warranties are given on ________ at
_____________________.

    


    ___
Optionee encloses a check in the amount of $ ______________ for the payment of
the aggregate amount of the Option Exercise Price.

    


    ___
Optionee elects a Cashless Exercise for __________Option Shares.

    


    
      
        
          	
                  OPTIONEE:

                
	 
      
	
                    

                


        

      

    

    



    
      
         


      

      
        50

        
          

        

      

      
         


      

    


    Exhibit
C

    


    China
Infrastructure Construction Corporation 2010 Stock Incentive Plan

    


    SCHEDULE
A

     

    The
following terms used but not defined in the Agreement and defined in the Plan
have been provided below for the convenience of the Participant but are
qualified in their entirety by the full text of such terms in the
Plan.

     

    A.            “Acquisition
Event” means a merger or consolidation in
which the Company is not the surviving entity, any transaction that results in
the acquisition of all or substantially all of the Company’s outstanding Common
Stock by a single person or entity or by a group of persons and/or entities
acting in concert, or the sale or transfer of all or substantially all of the
Company’s assets.

     

    B.            “Affiliate” means each of the following:
(a) any Subsidiary; (b) any Parent; (c) any corporation, trade or
business (including, without limitation, a partnership or limited liability
company) which is directly or indirectly controlled 50% or more (whether by
ownership of stock, assets or an equivalent ownership interest or voting
interest) by the Company; (d) any corporation, trade or business (including,
without limitation, a partnership or limited liability company) which directly
or indirectly controls 50% or more (whether by ownership of stock, assets or an
equivalent ownership interest or voting interest) of the Company; and
(e) any other entity in which the Company or any of its Affiliates has a
material equity interest and which is designated as an “Affiliate” by resolution
of the Committee; provided that the Common Stock subject to any Award
constitutes “service recipient stock” for purposes of Section 409A of the Code
or otherwise does not subject the Award to Section 409A of the
Code.

     

    C.            “Appreciation
Award” means any Award under this Plan of any
Stock Option, Stock Appreciation Right or Other Stock-Based Award, provided that
such Other Stock-Based Award is based on the appreciation in value of a share of
Common Stock in excess of an amount equal to at least the Fair Market Value of
the Common Stock on the date such Other Stock-Based Award is
granted.

     

    D.            “Award” means any award under this Plan of any
Stock Option, Stock Appreciation Right, Restricted Stock, Performance Share,
Other Stock-Based Award or Performance-Based Cash Awards. All Awards shall be
granted by, confirmed by, and subject to the terms of, a written agreement
executed by the Company and the Participant.

     

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

     

    F.            “Cause” means with respect to a Participant’s
Termination of Employment or Termination of Consultancy from and after the date
hereof, the following: (a) in the case where there is no employment agreement,
consulting agreement, change in control agreement or similar agreement in effect
between the Company or an Affiliate and the Participant at the time of the grant
of the Award (or where there is such an agreement but it does not define “cause”
(or words of like import)), termination due to: (i) a Participant’s conviction
of, or plea of guilty or nolo contendere to, a felony; (ii) perpetration by a
Participant of an illegal act, or fraud which could cause significant economic
injury to the Company; (iii) continuing willful and deliberate failure by the
Participant to perform the Participant’s duties in any material respect,
provided that the Participant is given notice and an opportunity to effectuate a
cure as determined by the Committee; or (iv) a Participant’s willful misconduct
with regard to the Company that could have a material adverse effect on the
Company; or (b) in the case where there is an employment agreement, consulting
agreement, change in control agreement or similar agreement in effect between
the Company or an Affiliate and the Participant at the time of the grant of the
Award that defines “cause” (or words of like import), “cause” as defined under
such agreement; provided, however, that with regard to any agreement under which
the definition of “cause” only applies on occurrence of a change in control,
such definition of “cause” shall not apply until a change in control actually
takes place and then only with regard to a termination thereafter. With respect
to a Participant’s Termination of Directorship, “cause” means an act or failure
to act that constitutes cause for removal of a director under applicable
Delaware law.


    
      
         


      

      
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    G.            “Change
in Control” has the meaning set forth in Section
13.2 of the Plan.

     

    H.            “Change
in Control Price” has the meaning set forth in Section
13.1 of the Plan.

     

    I.         
   “Code” means the Internal Revenue Code of
1986, as amended. Any reference to any section of the Code shall also be a
reference to any successor provision and any Treasury Regulation promulgated
thereunder.

     

    J.            “Committee” means: (a) with respect to the
application of this Plan to Eligible Employees and Consultants, a committee or
subcommittee of the Board appointed from time to time by the Board, which
committee or subcommittee shall consist of two or more non-employee directors,
each of whom shall be (i) a “non-employee director” as defined in Rule 16b-3;
(ii) to the extent required by Section 162(m) of the Code, an “outside director”
as defined under Section 162(m) of the Code; and (iii) an “independent director”
for purposes of the applicable stock exchange rules; and (b) with respect
to the application of this Plan to Non-Employee Directors, the Board. To the
extent that no Committee exists that has the authority to administer this Plan,
the functions of the Committee shall be exercised by the Board. If for any
reason the appointed Committee does not meet the requirements of Rule 16b-3 or
Section 162(m) of the Code, such noncompliance shall not affect the validity of
Awards, grants, interpretations or other actions of the
Committee.

     

    K.           “Common
Stock” means the common stock, no par value,
of the Company.

     

    L.            “Company” means China Infrastructure
Construction Corporation, a Colorado corporation, and its successors by
operation of law.

     

    M.           “Consultant” means any individual or entity who
provides bona fide consulting or advisory services to the Company or its
Affiliates pursuant to a written agreement, which are not in connection with the
offer and sale of securities in a capital-raising
transaction.

     

    N.           “Disability” means with respect to a Participant’s
Termination, a permanent and total disability as defined in Section 22(e)(3) of
the Code. A Disability shall only be deemed to occur at the time of the
determination by the Committee of the Disability. Notwithstanding the foregoing,
for Awards that are subject to Section 409A of the Code, Disability shall mean
that a Participant is disabled under Section 409A(a)(2)(C)(i) or (ii) of the
Code.

    


    O.           “Effective
Date” means the effective date of this Plan
as defined in Article XVII.

     

    P.            “Eligible
Employees” means each employee of the Company or
an Affiliate.

     

    Q.           “Exchange
Act” means the Securities Exchange Act of
1934, as amended. Any references to any section of the Exchange Act shall also
be a reference to any successor provision.

     

    R.            “Fair
Market Value” means, unless otherwise required by
any applicable provision of the Code or any regulations issued thereunder, as of
any date and except as provided below, the last sales price reported for the
Common Stock on the applicable date: (a) as reported on the principal national
securities exchange in the United States on which it is then traded, or (b) if
the Common Stock is not traded, listed or otherwise reported or quoted, the
Committee shall determine in good faith the Fair Market Value in whatever manner
it considers appropriate taking into account the requirements of Section 409A of
the Code. For purposes of the grant of any Award, the applicable date shall be
the trading day immediately prior to the date on which the Award is granted. For
purposes of the exercise of any Award, the applicable date shall be the date a
notice of exercise is received by the Committee or, if not a day on which the
applicable market is open, the next day that it is open.

     

    
      
         


      

      
        52

        
          

        

      

      
         


      

    

    


    S.            “Family
Member” means “family member” as defined in
Section A.1.(5) of the general instructions of Form S-8.

     

    T.            “GAAP” has the meaning set forth in Section
11.2(c)(ii).

     

    U.            “Incentive
Stock Option” means any Stock Option awarded to an
Eligible Employee of the Company, its Subsidiaries and its Parent (if any) under
this Plan intended to be and designated as an “Incentive Stock Option” within
the meaning of Section 422 of the Code.

     

    V.            “Non-Employee
Director” means a director of the Company who is
not an active employee of the Company or an Affiliate.

     

    W.          “Non-Qualified
Stock Option” means any Stock Option awarded under
this Plan that is not an Incentive Stock Option.

     

    X.            “Other
Stock-Based Award” means an Award under Article X of this
Plan that is valued in whole or in part by reference to, or is payable in or
otherwise based on, Common Stock, including, without limitation, a restricted
stock unit or an Award valued by reference to an Affiliate.

    


    Y.            “Parent” means any parent corporation of the
Company within the meaning of Section 424(e) of the Code.

     

    Z.            “Participant” means an Eligible Employee,
Non-Employee Director or Consultant to whom an Award has been granted pursuant
to the Plan.

     

    AA.        “Performance-Based
Cash Award” means a cash Award under Article XI of
this Plan that is payable or otherwise based on the attainment of certain
pre-established performance goals during a Performance
Period.

     

    BB.        “Performance
Goals” mean such
performance goals as determined in writing by the Committee.

     

    CC.        “Performance
Period” means the duration of the period
during which receipt of an Award is subject to the satisfaction of performance
criteria, such period as determined by the Committee in its sole
discretion.

     

    DD.        “Performance
Share” means an Award made pursuant to
Article IX of this Plan of the right to receive Common Stock or cash of an
equivalent value at the end of a specified Performance
Period.

     

    EE.          “Person” means any individual, corporation,
partnership, limited liability company, firm, joint venture, association,
joint-stock company, trust, incorporated organization, governmental or
regulatory or other entity.

     

    FF.          “Plan” means this China Infrastructure
Construction Corporation 2010 Stock Incentive Plan, as amended from time to
time.

     

    
      
         


      

      
        53

        
          

        

      

      
         


      

    

    


    GG.        “Reference
Stock Option” has the meaning set forth in Section
7.1 of the Plan.

     

    HH.        “Restricted
Stock” means an Award of shares of Common
Stock under this Plan that is subject to restrictions under Article
VIII.

     

    II.            “Restriction
Period” has the meaning set forth in
Subsection 8.3(a) of the Plan.

     

    JJ.          “Rule
16b-3” means Rule 16b-3 under Section 16(b)
of the Exchange Act as then in effect or any successor
provision.

     

    KK.        “Section
162(m) of the Code” means the exception for
performance-based compensation under Section 162(m) of the Code and any
applicable Treasury regulations thereunder.

     

    LL.         “Section
409A of the Code” means the nonqualified deferred
compensation rules under Section 409A of the Code and any applicable Treasury
regulations thereunder.

     

    MM.       “Securities
Act” means the Securities Act of 1933, as
amended and all rules and regulations promulgated thereunder. Any reference to
any section of the Securities Act shall also be a reference to any successor
provision.

    


    NN.        “Stock
Appreciation Right” means the right pursuant to an Award
granted under Article VII. A Tandem Stock Appreciation Right shall mean the
right to surrender to the Company all (or a portion) of a Stock Option in
exchange for cash or a number of shares of Common Stock (as determined by the
Committee, in its sole discretion, on the date of grant) equal to the difference
between (a) the Fair Market Value on the date such Stock Option (or such
portion thereof) is surrendered, of the Common Stock covered by such Stock
Option (or such portion thereof), and (b) the aggregate exercise price of
such Stock Option (or such portion thereof). A Non-Tandem Stock Appreciation
Right shall mean the right to receive cash or a number of shares of Common Stock
(as determined by the Committee, in its sole discretion, on the date of grant)
equal to the difference between (i) the Fair Market Value of a share of
Common Stock on the date such right is exercised, and (ii) the aggregate
exercise price of such right, otherwise than on surrender of a Stock
Option.

     

    OO.        “Stock
Option” or “Option” means any option to purchase shares of
Common Stock granted to Eligible Employees, Non-Employee Directors or
Consultants granted pursuant to Article VI of the Plan.

     

    PP.         “Subsidiary” means any subsidiary corporation of
the Company within the meaning of Section 424(f) of the
Code.

     

    QQ.        “Ten
Percent Stockholder” means a person owning stock possessing
more than 10% of the total combined voting power of all classes of stock of the
Company, its Subsidiaries or its Parent.

     

    RR.        “Termination” means a Termination of Consultancy,
Termination of Directorship or Termination of Employment, as
applicable.

     

    SS.         “Termination
of Consultancy” means: (a) that the Consultant is no
longer acting as a consultant to the Company or an Affiliate; or (b) when an
entity which is retaining a Participant as a Consultant ceases to be an
Affiliate unless the Participant otherwise is, or thereupon becomes, a
Consultant to the Company or another Affiliate at the time the entity ceases to
be an Affiliate. In the event that a Consultant becomes an Eligible Employee or
a Non-Employee Director upon the termination of his or her consultancy, unless
otherwise determined by the Committee, in its sole discretion, no Termination of
Consultancy shall be deemed to occur until such time as such Consultant is no
longer a Consultant, an Eligible Employee or a Non-Employee Director.
Notwithstanding the foregoing, the Committee may, in its sole discretion,
otherwise define Termination of Consultancy in the Award agreement or, if no
rights of a Participant are reduced, may otherwise define Termination of
Consultancy thereafter.

     

    
      
         


      

      
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    TT.         “Termination
of Directorship” means that the Non-Employee Director
has ceased to be a director of the Company; except that if a Non-Employee
Director becomes an Eligible Employee or a Consultant upon the termination of
his or her directorship, his or her ceasing to be a director of the Company
shall not be treated as a Termination of Directorship unless and until the
Participant has a Termination of Employment or Termination of Consultancy, as
the case may be.

    


    UU.         “Termination
of Employment” means: (a) a termination of
employment (for reasons other than a military or personal leave of absence
granted by the Company) of a Participant from the Company and its Affiliates; or
(b) when an entity which is employing a Participant ceases to be an
Affiliate, unless the Participant otherwise is, or thereupon becomes, employed
by the Company or another Affiliate at the time the entity ceases to be an
Affiliate. In the event that an Eligible Employee becomes a Consultant or a
Non-Employee Director upon the termination of his or her employment, unless
otherwise determined by the Committee, in its sole discretion, no Termination of
Employment shall be deemed to occur until such time as such Eligible Employee is
no longer an Eligible Employee, a Consultant or a Non-Employee Director.
Notwithstanding the foregoing, the Committee may, in its sole discretion,
otherwise define Termination of Employment in the Award agreement or, if no
rights of a Participant are reduced, may otherwise define Termination of
Employment thereafter.

     

    VV.        “Transfer” means: (a) when used as a
noun, any direct or indirect transfer, sale, assignment, pledge, hypothecation,
encumbrance or other disposition (including the issuance of equity in a Person),
whether for value or no value and whether voluntary or involuntary (including by
operation of law), and (b) when used as a verb, to directly or indirectly
transfer, sell, assign, pledge, encumber, charge, hypothecate or otherwise
dispose of (including the issuance of equity in a Person) whether for value or
for no value and whether voluntarily or involuntarily (including by operation of
law). “Transferred” and “Transferrable” shall have a correlative
meaning


    
      
         


      

      
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