2007 Equity Compensation Plan


    
      

    

    EXHIBIT
      10.1

    


    RENEWABLE
      ENERGY RESOURCES, INC.

    EQUITY
      COMPENSATION PLAN

    


    Renewable
      Energy Resources, Inc., a Florida corporation, (the "Corporation"), hereby
      adopts this Equity Compensation Plan (the "Plan"), under which Common Stock
      in
      Lieu of Cash Compensation Awards (“Awards”) of the Corporation may be granted
      from time to time to employees, directors and consultants of the Corporation
      or
      its subsidiaries, if any. 

    


    SECTION
      1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS

    


    The
      Plan
      is intended to aid the Corporation in maintaining and developing a management
      team, attracting qualified officers and employees capable of assisting in the
      future success of the Corporation, and rewarding those individuals who have
      contributed to the success of the Corporation. It is designed to aid the
      Corporation in retaining the services of executives and employees and in
      attracting new personnel when needed for future operations and growth and to
      provide such personnel with an incentive to remain employees of the Corporation,
      to use their best efforts to promote the success of the Corporation's business,
      and to provide them with an opportunity to obtain or increase a proprietary
      interest in the Corporation. It is also designed to permit the Corporation
      to
      reward those individuals who are not employees of the Corporation but who are
      perceived by management as having contributed to the success of the Corporation
      or who are important to the continued business and operations of the
      Corporation. The above aims will be effectuated through the granting awards,
      subject to the terms and conditions of this Plan. Stock granted pursuant to
      this
      Plan, may be registered on Form S-8 or other appropriate form of registration
      statement. 

    


    A.
      RULE 16B-3 PLAN. 

    


    The
      Corporation is subject to the reporting requirements of the Securities Exchange
      Act of 1934, as amended (the "Exchange Act"), and therefore the Plan is intended
      to comply with all applicable conditions of Rule 16b-3 (and all subsequent
      revisions thereof) promulgated under the Exchange Act. To the extent any
      provision of the Plan or action by the Committee or the Board of Directors
      or
      Committee fails to so comply, it shall be deemed null and void, to the extent
      permitted by law and deemed advisable by the Committee. In addition, the
      Committee or the Board of Directors may amend the Plan from time to time as
      it
      deems necessary in order to meet the requirements of any amendments to Rule
      16b-3 without the consent of the shareholders of the Corporation. 

    


    B.
      EFFECTIVE DATE OF PLAN. 

    


    The
      effective date of this Plan shall be January 17, 2007 (the "Effective Date").
      The Board of Directors shall, within one year of the Effective Date, submit
      the
      Plan for approval to the shareholders of the Corporation. The plan shall be
      approved by at least a majority of shareholders voting in person or by proxy
      at
      a duly held shareholders' meeting, or if the provisions of the corporate
      charter, by-laws or applicable state law prescribes a greater degree of
      shareholder approval for this action, the approval by the holders of that
      percentage, at a duly held meeting of shareholders.

     

    C.
      DEFINITIONS. 

    


    The
      following definitions shall apply to this Plan

    


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

     

    "Administrator"
      is defined in Section 2(a).

    


    "Affiliate"
      means any parent corporation and any subsidiary corporation. The term "parent
      corporation" means any corporation (other than the Corporation) in an unbroken
      chain of corporations ending with the Corporation if, at the time of the action
      or transaction, each of the corporations other than the Corporation owns stock
      possessing 50% or more of the total combined voting power of all classes of
      stock in one of the other corporations in the chain. The term "subsidiary
      corporation" means any corporation (other than the Corporation) in an unbroken
      chain of corporations beginning with the Corporation if, at the time of the
      action or transaction, each of the corporations other than the last corporation
      in the unbroken chain owns stock possessing 50% or more of the total combined
      voting power of all classes of stock in one of the other corporations in the
      chain. 


    
      
         

      

      
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    "Agreement"
      means, individually or collectively, any agreement entered into pursuant to
      the
      Plan pursuant to which Stock are granted to a participant.

    


    "Board"
      means the Board of Directors of the Corporation as constituted from time to
      time. 

    


    "Cause"
      shall mean, for purposes of whether and when a participant has incurred a
      Termination of Employment for Cause: (i) any act or omission which permits
      the
      Corporation to terminate the written agreement or arrangement between the
      participant and the Corporation or a Subsidiary or Parent for Cause as defined
      in such agreement or arrangement; or (ii) in the event there is no such
      agreement or arrangement or the agreement or arrangement does not define the
      term "cause," then Cause shall mean an act or acts of dishonesty by the
      participant resulting or intending to result directly or indirectly in gain
      to
      or personal enrichment of the participant at the Corporation's expense and/or
      gross negligence or willful misconduct on the part of the participant.


    


    "Change
      in Control" means, for purposes of this Plan there shall be consummated (i)
      any
      consolidation or merger of the Corporation in which the Corporation is not
      the
      continuing or surviving corporation or pursuant to which shares of the
      Corporation's common stock would be converted into cash, securities or other
      property, other than a merger of the Corporation in which the holders of the
      Corporation's common stock immediately prior to the merger have substantially
      the same proportionate ownership of common stock of the surviving corporation
      immediately after the merger; or (ii) any sale, lease, exchange or other
      transfer (in one transaction or a series of related transactions) of all or
      substantially all of the assets of the Corporation; or the shareholders of
      the
      Corporation shall approve any plan or proposal for the liquidation or
      dissolution of the Corporation.

    


    "Code"
      means the Internal Revenue Code of 1986, as amended from time to time, and
      any
      successor Code, and related rules, regulations and interpretations.


    


    “Common
      Stock” or “Stock” means the Common Stock, par value per share of the Corporation
      whether presently or hereafter issued, or such other class of shares or
      securities as to which the Plan may be applicable subject to adjustments
      pursuant to Section 3.

    


    “Common
      Stock in Lieu of Cash Compensation Award" means Awards granted pursuant to
      Section 5. 

    


    "Corporation"
      means Renewable Energy Resources, Inc., a Florida Corporation, and any successor
      or assignee company corporations into which the Corporation may be merged,
      changed or consolidated; any company for whose securities the securities of
      the
      Corporation shall be exchanged; and any assignee of or successor to
      substantially all of the assets of the Corporation.

     

    "Director"
      means any member of the Board of Directors of the Corporation or any Parent
      or
      subsidiary of the Corporation that now exists or hereafter is organized or
      acquired by or acquires the Corporation. 

    


    "Effective
      Date" means the date on which the Plan is initially approved by the Board of
      Directors as set forth in Section 12. 

    


    "Eligible
      Persons" shall mean, with respect to the Plan, those persons who, at the time
      that an Award is granted, are (i) officers, directors or employees of the
      Corporation or Affiliate or (ii) attorneys, consultants or subcontractors of
      the
      Corporation or affiliate. 

    


    "Employee"
      means any person employed on an hourly or salaried basis by the Corporation
      or
      any Parent or Subsidiary of the Corporation that now exists or hereafter is
      organized or acquired by or acquires the Corporation.

     

    "Fair
      Market Value" means (i) if the Common Stock is not listed or admitted to trade
      on a national securities exchange and if bid and ask prices for the Common
      Stock
      are not furnished through NASDAQ or a similar organization, the value
      established by the Committee, in its sole discretion, for purposes of the Plan;
      (ii) if the Common Stock is listed or admitted to trade on a national securities
      exchange or a national market system, the closing price of the Common Stock,
      as
      published in the Wall Street Journal, so listed or admitted to trade on such
      date or, if there is no trading of the Common Stock on such date, then the
      closing price of the Common Stock on the next preceding day on which there
      was
      trading in such shares; or (iii) if the Common Stock is not listed or admitted
      to trade on a national securities exchange or a national market system, the
      mean
      between the bid and ask price for the Common Stock on such date, as furnished
      by
      the National Association of Securities Dealers, Inc. through NASDAQ or a similar
      organization if NASDAQ is no longer reporting such information. If trading
      in
      the stock or a price quotation does not occur on the Date of Grant, the next
      preceding date on which the stock was traded or a price was quoted will
      determine the fair market value.


    
      
         

      

      
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    “Non-Employee
      Director" means a member of the Board who is not also an employee of the
      Corporation or any Subsidiary as that term is defined in Rule 16b-3 under the
      Exchange Act.

    


    "Plan"
      means this Equity Compensation Plan as may be amended from time to time.


    


    "Stock
      Award" means Awards granted pursuant to Section 5. 

    


    "Subsidiary"
      means any corporation or other entity (other than the Corporation) in any
      unbroken chain of corporations or other entities beginning with the Corporation
      if each of the corporations or entities (other than the last corporation or
      entity in the unbroken chain) owns stock or other interests possessing 50%
      or
      more of the economic interest or the total combined voting power of all classes
      of stock or other interests in one of the other corporations or entities in
      the
      chain.

    


    "Ten
      Percent Shareholder" means an individual who, at the time of the award, owns
      Stock possessing more than 10% of the total combined voting power of all classes
      of stock of the Corporation or of any Affiliate. An individual shall be
      considered as owning the Stock owned, directly or indirectly, by or for his
      brothers and sisters (whether by the whole or half blood), spouse, ancestors,
      and lineal descendants; and Stock owned, directly or indirectly, by or for
      a
      corporation, partnership, estate, or trust, shall be considered as being owned
      proportionately by or for its shareholders, partners, or beneficiaries.


    


    "Termination"
      or "Termination of Employment" means the occurrence of any act or event whether
      pursuant to an employment agreement or otherwise that actually or effectively
      causes or results in the person's ceasing, for whatever reason, to be an officer
      or employee of the Corporation or of any Subsidiary or Parent including, without
      limitation, death, disability, dismissal, severance at the election of the
      participant, retirement, or severance as a result of the discontinuance,
      liquidation, sale or transfer by the Corporation or its Subsidiaries or Parent
      of all businesses owned or operated by the Corporation or its Subsidiaries.
      A
      Termination of Employment shall occur to an employee who is employed by a
      Subsidiary if the Subsidiary shall cease to be a Subsidiary and the participant
      shall not immediately thereafter become an employee of the Corporation or a
      Subsidiary. 

    


    "Subsidiary"
      means any corporation 50% or more of the voting securities of which are owned
      directly or indirectly by the Corporation at any time during the existence
      of
      this Plan. 

    


    In
      addition, certain other terms used in this Plan shall have the definitions
      given
      to them in the first place in which they are used. 

    


    SECTION
      2. ADMINISTRATION OF PLAN; ADMINISTRATOR AUTHORITY TO SELECT
PARTICIPANTS
      AND DETERMINE AWARDS 

    


    A.
      ADMINISTRATION

    


    The
      Plan
      shall be administered by either the entire Board of Directors or a committee
      of
      not fewer than two (2) Independent Directors (in either case, the
      "Administrator"). Each member of the Committee shall be a "non-employee
      director" within the meaning of Rule 16b-3(b)(3)(i) promulgated under the Act,
      or any successor definition under said rule.


    
      
         

      

      
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    If
      this
      Plan is administered by the Committee, then a majority of the full Committee
      constitutes a quorum for purposes of administering the Plan, and all
      determinations of the Committee shall be made by a majority of the members
      present at a meeting at which a quorum is present or by the unanimous written
      consent of the Committee. 

    


    If
      no
      Committee has been appointed, members of the Board may vote on any matters
      affecting the administration of the Plan or the grant of any Stock pursuant
      to
      the Plan, except that no such member shall act on the granting of Stock to
      himself, but such member may be counted in determining the existence of a quorum
      at any meeting of the Board during which action is taken with respect to the
      granting of Stock to him. 

    


    The
      interpretation and construction of the terms of the Plan by the Board or a
      duly
      authorized committee shall be final and binding on all participants in the
      Plan
      absent a showing of demonstrable error. No member of the Plan Administrator
      shall be liable for any action taken or determination made in good faith with
      respect to the Plan. 

    


    B.
      POWERS OF ADMINISTRATOR. 

    


    The
      Administrator shall have the sole and exclusive power and authority to grant
      Awards consistent with the terms of the Plan, including the power and authority:
      to select the participants in this plan; establish the terms of the Stock
      granted to each participants which may not be the same in each case; determine
      the total number of shares of Stock to grant to a grantee, which may not be
      the
      same amount to each Eligible Person in each case; make all other determinations
      necessary or advisable under the Plan. 

    


    The
      Plan
      Administrator has the sole and absolute discretion to determine whether the
      performance of an Eligible Person warrants an award under this Plan, and to
      determine the amount of the award. The Plan Administrator has full and exclusive
      power to construe and interpret this Plan, to prescribe and rescind rules and
      regulations relating to this Plan, and take all actions necessary or advisable
      for the Plan's administration. Any such determination made by the Plan
      Administrator will be final and binding on all persons. (d) A member of the
      Plan
      Administrator will not be liable for performing any act or making any
      determination in good faith. All decisions and interpretations of the
      Administrator shall be made in the Administrator's sole and absolute discretion
      and shall be final and binding on all persons, including the Corporation and
      Plan participants. 

    


    SECTION
      3. STOCK ISSUABLE UNDER THE PLAN; TERM OF PLAN; RECAPITALIZATIONS; MERGERS;
      SUBSTITUTE AWARDS

     

    A.
      STOCK ISSUABLE. 

    


    The
      maximum number of shares of Stock reserved and available for issuance under
      the
      Plan initially shall be 12,000,000 shares of Stock. In addition if any portion
      of an Award is forfeited, cancelled, or reacquired by the Corporation, satisfied
      without the issuance of Stock or otherwise terminated, the shares of Stock
      underlying such portion of the Award shall be added back to the shares of Stock
      available for issuance under the Plan. Subject to such overall limitation,
      shares of Stock may be issued up to such maximum number pursuant to any type
      or
      types of Award. The shares available for issuance under the Plan may be
      authorized but unissued shares of Stock or shares of Stock reacquired by the
      Corporation.

     

    B.
      TERM OF PLAN. 

    


    No
      Awards
      shall be made after February 14, 2011. 

    


    C.
      RECAPITALIZATIONS. 

    


    Subject
      to the provisions of Section 12, if, through or as a result of any merger,
      consolidation, sale of all or substantially all of the assets of the
      Corporation, reorganization, recapitalization, reclassification, stock dividend,
      stock split, reverse stock split or other similar transaction, the outstanding
      shares of Stock are increased or decreased or are exchanged for a different
      number or kind of shares or other securities of the Corporation, or additional
      shares or new or different shares or other securities of the Corporation or
      other non-cash assets are distributed with respect to such shares of Stock
      or
      other securities, the Administrator may make an appropriate or proportionate
      adjustment in (i) the maximum number of shares reserved for issuance under
      the
      Plan, (ii) the number and kind of shares or other securities subject to any
      then
      outstanding Awards under the Plan, The adjustment by the Administrator shall
      be
      final, binding and conclusive. No fractional shares of Stock shall be issued
      under the Plan resulting from any such adjustment, but the Administrator in
      its
      discretion may make a cash payment in lieu of fractional shares.



    
      
         

      

      
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    SECTION
      4. ELIGIBILITY 

    


    Awards
      under the Plan may be granted to employees, including officers, and directors
      of
      the Corporation or its subsidiaries, as may be existing from time to time,
      and
      to other individuals who are not employees of the Corporation, but performed
      bona fide services to the Corporation, as may be deemed in the best interest
      of
      the Corporation by the Board or the duly authorized Committee. These individuals
      may be referred to as consultants or key persons. Such services to the
      Corporation or a subsidiary shall not be in connection with the offer or sale
      of
      securities in a capital-raising transaction or for investor relations. Such
      Awards shall be in the amounts, and shall have the rights and be subject to
      the
      restrictions, as may be determined by the Board or a duly authorized Committee,
      all as may be within the general provisions of this Plan.

     

    Every
      Eligible Person, as the Plan Administrator of the Corporation or any subsidiary
      or Parent shall only be eligible to receive an Award if and as permitted by
      applicable law and regulations. The Plan Administrator's Award to a participant
      in any year does not require the Plan Administrator to make an Award to that
      participant in any other year. Furthermore, the Plan Administrator makes
      different Awards to different participants. The Plan Administrator may consider
      such factors as it deems pertinent in selecting participants and in determining
      the amount of their Stock, including, without limitation; 

    


    (a)
      the
      financial condition of the Corporation or its Subsidiaries; 

    


    (b)
      expected profits for the current or future years; 

    


    (c)
      the
      contributions of a prospective participant to the profitability or success
      of
      the Corporation or its Subsidiaries; and 

    


    (d)
      the
      adequacy of the prospective participant's other compensation. 

    


    Participants
      may include persons to whom stock, or other benefits previously were granted
      under this or another plan of the Corporation or any Subsidiary.

    


    SECTION
      5. COMMON STOCK IN LIEU OF CASH COMPENSATION AWARDS 

    


    A.
      GRANTS OF COMMON STOCK PAYABLE IN LIEU OF CASH. 

    


    The
      Administrator may grant shares of Stock available for issuance under the Plan
      to
      an eligible participant in lieu of cash compensation earned by the participant
      with the consent of the participant, or under a short- or long-term incentive
      plan of the Corporation (an "Other Incentive Plan). 

    


    B.
      DATE OF GRANT. 

    


    Stock
      granted in lieu of cash compensation shall be granted to each participant on
      the
      date the waived cash compensation would otherwise by paid, provided, however,
      that with respect to a participant who is subject to Section 16 of the Act,
      if
      such grant date is not at least six months and one day from the date of the
      election, the grant shall be delayed until the date which is six months and
      one
      day from the date of the election (or the next following business day, if such
      date is not a business day) to the extent necessary to conform to the
      requirements for exempt purchases under Rule 16b-3 of the Act. 

    


    C.
      NUMBER OF SHARES. 

    


    The
      number of shares of Stock granted in lieu of cash compensation shall be
      determined by dividing the amount of the waived cash compensation by the Fair
      Market Value of the Stock on the date the Stock is granted. Such Stock shall
      be
      granted for the whole number of shares so determined; the value of any
      fractional share shall be paid in cash. 


    
      
         

      

      
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    SECTION
      6. TAX WITHHOLDING 

    


    A.
      PAYMENT BY PARTICIPANT. 

    


    Each
      participant shall, no later than the date as of which the value of an Award
      or
      of any Stock or other amounts received there under first becomes includable
      in
      the gross income of the participant for Federal income tax purposes, pay to
      the
      Corporation, or make arrangements satisfactory to the Administrator regarding
      payment of, any Federal, state, or local taxes of any kind required by law
      to be
      withheld with respect to such income. The Corporation and its Subsidiaries
      shall, to the extent permitted by law, have the right to deduct any such taxes
      from any payment of any kind otherwise due to the participant. The Corporation's
      obligation to deliver stock certificates to any participant is subject to and
      conditioned on tax obligations being satisfied by the participant.

    


    C.
      LIABILITY OF THE COMPANY. 

    


    The
      Corporation that is in existence or hereafter comes into existence shall not
      be
      liable to any person for any tax consequences expected but not realized by
      any
      person due to the grant of Stock.

    


    SECTION
      7. TRANSFER, LEAVE OF ABSENCE, ETC. 

    


    For
      purposes of the Plan, the following events shall not be deemed a termination
      of
      employment: 

    


    (a)
      a
      transfer to the employment of the Corporation from a Subsidiary or from the
      Corporation to a Subsidiary, or from one Subsidiary to another; or 

    


    (b)
      an
      approved leave of absence for military service or sickness, or for any other
      purpose approved by the Corporation, if the employee's right to re- employment
      is guaranteed either by a statute or by contract or under the written policy
      pursuant to which the leave of absence was granted or if the Administrator
      otherwise so provides in writing. 

    


    SECTION
      8. AMENDMENTS AND TERMINATION 

    


    The
      Board
      of Directors of the Corporation may amend, terminate or suspend this Plan at
      any
      time, in its sole and absolute discretion; provided, however, that to the extent
      required to qualify this Plan under Rule 16b-3 promulgated under Section 16
      of
      the Exchange Act, no amendment that would (a) materially increase the number
      of
      shares of Stock that may be issued under this Plan, (b) materially modify the
      requirements as to eligibility for participation in this Plan, or (c) otherwise
      materially increase the benefits accruing to participants under this Plan,
      shall
      be made without the approval of the Corporation's shareholders. Subject to
      the
      preceding sentence, the Board of Directors shall have the power to make any
      changes in the Plan and in the regulations and administrative provisions under
      it as in the opinion of counsel for the Corporation may be necessary or
      appropriate from time to time.

    


    SECTION
      9. STATUS OF PLAN 

    


    Unless
      the Administrator shall otherwise expressly determine in writing, with respect
      to the portion of any Award which has not been exercised and any payments in
      cash, Stock or other consideration not received by a participant, a participant
      shall have no rights greater than those of a general creditor of the
      Corporation. In its sole discretion, the Administrator may authorize the
      creation of trusts or other arrangements to meet the Corporation's obligations
      to deliver Stock or make payments with respect to Awards hereunder, provided
      that the existence of such trusts or other arrangements is consistent with
      the
      foregoing sentence. 

    


    SECTION
      10. CHANGE OF CONTROL AND MERGER PROVISIONS 

    


    In
      contemplation of and subject to the consummation of a consolidation or merger
      or
      sale of all or substantially all of the assets of the Corporation in which
      outstanding shares of Stock are exchanged for securities, cash or other property
      of an unrelated corporation or business entity or in the event of a liquidation
      or dissolution of the Corporation or in the event of a corporate reorganization
      of the Corporation (in each case, a "Transaction"), the Board, or the board
      of
      directors of any corporation or other entity assuming the obligations of the
      Corporation, may, in its discretion, take any one or more of the following
      actions, as to outstanding Awards: (i) provide that such Awards shall be assumed
      or equivalent awards shall be substituted, by the acquiring or succeeding
      corporation or other entity (or an affiliate thereof), and/or (ii) upon written
      notice to the participants, provide that all Awards will terminate immediately
      prior to the consummation of the Transaction. In the event that, pursuant to
      clause (ii) above, Awards will terminate immediately prior to the consummation
      of the Transaction, all vested Awards shall be fully settled in cash or in
      kind
      at such appropriate consideration as determined by the Administrator in its
      sole
      discretion after taking into account any and all consideration payable per
      share
      of Stock pursuant to the Transaction (the "Transaction Price").


    
      
         

      

      
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    "Change
      of Control" shall be defined as an event subsequent to the adoption of this
      Plan, by any "person," as such term is used in Sections 13(d) and 14(d) of
      the
      Act (other than the Corporation, any of its Subsidiaries, any "affiliate" or
      "associate" (as such terms are defined in Rule 12b-2 under the Act) of the
      foregoing persons, or any trustee, fiduciary or other person or entity holding
      securities under any employee benefit plan or trust of the Corporation or any
      of
      its Subsidiaries), together with all "affiliates" and "associates" (as such
      terms are defined in Rule 12b-2 under the Act) of such person, who shall become
      the "beneficial owner" (as such term is defined in Rule 13d-3 under the Act),
      directly or indirectly, of securities of the Corporation representing 25% or
      more of the combined voting power of the Corporation's then outstanding
      securities having the right to vote in an election of the Corporation's Board
      of
      Directors ("Voting Securities") (other than as a result of an acquisition of
      securities directly from the Corporation). 

     

    Notwithstanding
      the foregoing, a "Change of Control" shall not be deemed to have occurred for
      purposes of the foregoing clause (i) solely as the result of an acquisition
      of
      securities by the Corporation which, by reducing the number of shares of Voting
      Securities outstanding, increases the proportionate number of shares of Voting
      Securities beneficially owned by any person (as defined in the foregoing clause
      (i)) to 25% or more of the combined voting power of all then outstanding Voting
      Securities; PROVIDED, however, that if such person shall thereafter become
      the
      beneficial owner of any additional shares of Voting Securities (other than
      pursuant to a stock split, stock dividend, or similar transaction or as a result
      of an acquisition of securities directly from the Corporation), then a "Change
      of Control" shall be deemed to have occurred for purposes of the foregoing
      clause.

    


    SECTION
      11. GENERAL PROVISIONS 

    


    A.
      DELIVERY OF STOCK CERTIFICATES. 

    


    Stock
      certificates to be delivered to participants under this Plan shall be deemed
      delivered for all purposes when the Corporation or a stock transfer agent of
      the
      Corporation shall have mailed such certificates in the United States mail,
      addressed to the participant, at the participant's last known address on file
      with the Corporation.

     

    B.
      OTHER COMPENSATION ARRANGEMENTS; NO EMPLOYMENT RIGHTS. 

    


    Nothing
      contained in this Plan shall prevent the Board from adopting other or additional
      compensation arrangements, including trusts, and such arrangements may be either
      generally applicable or applicable only in specific cases. The adoption of
      this
      Plan and the grant of Awards shall not confer upon any employee any right to
      continued employment with the Corporation or any Subsidiary and shall not
      interfere in any way with the right of the Corporation or any Subsidiary to
      terminate the employment of any of its employees at any time.

     

    C.
      TRADING POLICY RESTRICTIONS. 

    


    Sale
      of
      Stock acquired pursuant to an Award under the Plan shall be subject to such
      Corporation’s insider-trading-policy-related restrictions as established by the
      Corporation from time, terms and conditions as may be established by the
      Administrator from time to time, or in accordance with policies set by the
      Administrator, from time to time.

    


    



    
      
         

      

      
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    D.
      INDEMNIFICATION OF THE COMMITTEE AND THE BOARD OF DIRECTORS.


    


    With
      respect to administration of this Plan, the Corporation shall indemnify each
      present and future member of the Committee and the Board of Directors against,
      and each member of the Committee and the Board of Directors shall be entitled
      without further act on his part to indemnity from the Corporation for, all
      expenses (including attorney's fees, the amount of judgments and the amount
      of
      approved settlements made with a view to the curtailment of costs of litigation,
      other than amounts paid to the Corporation itself) reasonably incurred by him
      in
      connection with or arising out of any action, suit, or proceeding in which
      he
      may be involved by reason of his being or having been a member of the Committee
      and/or the Board of Directors, whether or not he continues to be a member of
      the
      Committee and/or the Board of Directors at the time of incurring the expenses,
      including, without limitation, matters as to which he shall be finally adjudged
      in any action, suit or proceeding to have been found to have been negligent
      in
      the performance of his duty as a member of the Committee or the Board of
      Directors. However, this indemnity shall not include any expenses incurred
      by
      any member of the Committee and/or the Board of Directors in respect of matters
      as to which he shall be finally adjudged in any action, suit or proceeding
      to
      have been guilty of gross negligence or willful misconduct in the performance
      of
      his duty as a member of the Committee and the Board of Directors. In addition,
      no right of indemnification under this Plan shall be available to or enforceable
      by any member of the Committee and the Board of Directors unless, within 60
      days
      after institution of any action, suit or proceeding, he shall have offered
      the
      Corporation the opportunity to handle and defend same at its own expense. The
      failure to notify the Corporation within 60 days shall only affect a Director
      or
      committee member's right to indemnification if said failure to notify results
      in
      an impairment of the Corporation's rights or is detrimental to the Corporation.
      This right of indemnification shall inure to the benefit of the heirs, executors
      or administrators of each member of the Committee and the Board of Directors
      and
      shall be in addition to all other rights to which a member of the Committee
      and
      the Board of Directors may be entitled as a matter of law, contract, or
      otherwise. 

    


    E.
      GENDER. 

    


    If
      the
      context requires, words of one gender when used in this Plan shall include
      the
      others and words used in the singular or plural shall include the other.


    


    F.
      HEADINGS. 

    


    Headings
      of Articles and Sections are included for convenience of reference only and
      do
      not constitute part of the Plan and shall not be used in construing the terms
      of
      the Plan. 

    


    G.
      OTHER COMPENSATION PLANS. 

    


    The
      adoption of this Plan shall not affect any other compensation or benefit plans
      in effect for the Corporation or any Affiliate, nor shall the Plan preclude
      the
      Corporation from establishing any other forms of compensation, including a
      stock
      option plan, for employees of the Corporation or any Affiliate. 

    


    H.
      OTHER AWARDS. 

    


    The
      grant
      of Stock or Awards shall not confer upon the Eligible Person the right to
      receive any future or other Stock or Awards under this Plan, whether or not
      Stock or Awards may be granted to similarly situated Eligible Persons, or the
      right to receive future Stock or Awards upon the same terms or conditions as
      previously granted. 

    


    SECTION
      12. EFFECTIVE DATE OF PLAN 

    


    The
      Plan
      shall become effective January 17, 2007 on adoption by the Board of Directors
      of
      the Corporation (the “Board”). 

     

    SECTION
      13. GOVERNING LAW 

    


    This
      Plan
      and all Awards and actions taken there under shall be governed by, and construed
      in accordance with, the laws of the State of Florida, applied without regard
      to
      conflict of law principles. 

     

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