Exhibit 10.1


METHES
ENERGIES INTERNATIONAL LTD.


AMENDED
AND RESTATED

2008 DIRECTORS, OFFICERS AND EMPLOYEES STOCK OPTION PLAN


          1.
Purpose.
This Amended and Restated 2008 Directors, Officers and Employees Stock Option
Plan amends the Plan that was adopted by the Board of Directors in December,
2007. The purpose of this Amended and Restated 2008 Directors, Officers and
Employees Stock Option Plan (the “Plan”) is to enable Methes Energies
International Ltd. (the “Company”) to attract and retain the services of highly
qualified and experienced directors, officers, employees, and consultants and
to give such persons an interest in the success of the Company and its
subsidiaries. For purposes of this Plan, a person is considered to be employed
by or in the service of the Company if the person is employed by or in the
service of any entity (the “Employer”) that is either the Company or a parent
or subsidiary of the Company.


          2.
Shares
Subject to the Plan. Subject to adjustment as provided below and in
Section 9, the shares to be offered under the Plan shall consist of voting
Common Stock of the Company, and the total number of shares of Common Stock
that may be issued under the Plan shall be 1,500,000 shares. If an option or
Performance-Based Award granted under the Plan expires, terminates or is
canceled, the unissued shares subject to that option or Performance-Based Award
shall again be available under the Plan. If shares awarded as a bonus pursuant
to Section 7 or sold pursuant to Section 8 under the Plan are
forfeited to or repurchased by the Company, the number of shares forfeited or
repurchased shall again be available under the Plan.


          3.
Effective
Date and Duration of Plan.


                    3.1
Effective Date. The Plan shall become
effective as of July 23, 2008. No Incentive Stock Option (as defined in
Section 5 below) granted under the Plan shall become exercisable and no
payments shall be made under a Performance-Based Award, however, until the Plan
is approved by the affirmative vote of the holders of a majority of the shares
of Common Stock represented at a shareholders meeting at which a quorum is
present or by means of unanimous consent resolutions, and the exercise of any
Incentive Stock Options granted under the Plan before approval shall be
conditioned on and subject to that approval. Subject to this limitation,
options and Performance-Based Award may be granted and shares may be awarded as
bonuses or sold under the Plan at any time after the effective date and before
termination of the Plan.


                    3.2
Duration. The Plan shall continue in effect
until all shares available for issuance under the Plan have been issued and all
restrictions on the shares have lapsed. The Board of Directors may suspend or
terminate the Plan at any time except with respect to options, or
Performance-Based Awards and shares subject to restrictions then outstanding
under the Plan. Termination shall not affect any outstanding options, any
outstanding Performance-Based Awards or any right of the Company to repurchase
shares or the forfeitability of shares issued under the Plan.






          4.
Administration.


                    4.1
Board of Directors. The Plan shall be
administered by the Board of Directors of the Company, which shall determine
and designate the individuals to whom awards shall be made, the amount of the
awards and the other terms and conditions of the awards. Subject to the
provisions of the Plan, the Board of Directors may adopt and amend rules and
regulations relating to administration of the Plan, advance the lapse of any
waiting period, accelerate any exercise date, waive or modify any restriction
applicable to shares (except those restrictions imposed by law) and make all
other determinations in the judgment of the Board of Directors necessary or
desirable for the administration of the Plan. The interpretation and
construction of the provisions of the Plan and related agreements by the Board
of Directors shall be final and conclusive. The Board of Directors may correct any
defect or supply any omission or reconcile any inconsistency in the Plan or in
any related agreement in the manner and to the extent it deems expedient to
carry the Plan into effect, and the Board of Directors shall be the sole and
final judge of such expediency.


                    4.2
Committee. The Board of Directors may
delegate to any committee of the Board of Directors (the “Committee”) any or
all authority for administration of the Plan. If authority is delegated to the
Committee, all references to the Board of Directors in the Plan shall mean and
relate to the Committee, except (i) as otherwise provided by the Board of
Directors and (ii) that only the Board of Directors may amend or terminate the
Plan as provided in Sections 3 and 11.


          5.
Types of
Awards, Eligibility, Limitations. The Board of Directors may, from
time to time, take the following actions, separately or in combination, under
the Plan: (i) grant Incentive Stock Options, as defined in Section 422 of
the Internal Revenue Code of 1986, as amended (the “Code”), as provided in
Sections 6.1 and 6.2; (ii) grant options other than Incentive Stock
Options (“Non-Statutory Stock Options”) as provided in Sections 6.1 and
6.3; (iii) award stock bonuses as provided in Section 7; (iv) sell shares
subject to restrictions as provided in Section 8 ; and (v) award
Performance-Based Awards as provided in Section 10. Awards may be made to
employees, including employees who are officers or directors, and to other
individuals described in Section 1 selected by the Board of Directors;
provided, however, that only employees of the Company or any parent or
subsidiary of the Company (as defined in subsections 424(e) and 424(f) of the
Code) are eligible to receive Incentive Stock Options under the Plan. The Board
of Directors shall select the individuals to whom awards shall be made and
shall specify the action taken with respect to each individual to whom an award
is made. At the discretion of the Board of Directors, an individual may be
given an election to surrender an award in exchange for the grant of a new
award.


          6.
Option
Grants.


                    6.1
General Rules Relating to Options.


                              6.1-1
Terms of
Grant. The Board of Directors may grant options under the Plan. With
respect to each option grant, the Board of Directors shall determine the number
of shares subject to the option, the exercise price, the period of the option,
the time or times at which the option may be exercised and whether the option
is an Incentive Stock Option or a Non-Statutory Stock Option. At the time of
the grant of an option or at any time thereafter, the Board of Directors may
provide that an optionee who exercised an option with Common Stock of the
Company shall automatically receive a new option to purchase additional shares
equal to the number of shares surrendered and may specify the terms and
conditions of such new options.


2






                              6.1-2
Exercise
of Options. Except as provided in Section 6.1-4 or as determined
by the Board of Directors, no option granted under the Plan may be exercised
unless at the time of exercise the optionee is employed by or in the service of
the Company and shall have been so employed or provided such service
continuously since the date the option was granted. Except as provided in
Sections 6.1-4 and 9, options granted under the Plan may be exercised from
time to time over the period stated in each option in amounts and at times
prescribed by the Board of Directors, provided that options may not be
exercised for fractional shares. Unless otherwise determined by the Board of
Directors, if an optionee does not exercise an option in any one year for the
full number of shares to which the optionee is entitled in that year, the
optionee’s rights shall be cumulative and the optionee may purchase those
shares in any subsequent year during the term of the option.


                              6.1-3
Nontransferability.
Each Incentive Stock Option and, unless otherwise determined by the Board of
Directors, each other option granted under the Plan by its terms (i) shall be
nonassignable and nontransferable by the optionee, either voluntarily or by
operation of law, except by will or by the laws of descent and distribution of
the state or country of the optionee’s domicile at the time of death, and (ii)
during the optionee’s lifetime, shall be exercisable only by the optionee.


                              6.1-4
Termination
of Employment or Service.


                                        (a)
General
Rule. Unless otherwise determined by the Board of Directors, if an
optionee’s employment or service with the Company terminates for any reason
other than because of total disability or death as provided in
Sections 6.1-4(b) and (c), his or her option may be exercised at any time
before the expiration date of the option or the expiration of 30 days after the
date of termination, whichever is the shorter period, but only if and to the
extent the optionee was entitled to exercise the option at the date of termination.


                                        (b)
Termination
Because of Total Disability. Unless otherwise determined by the
Board of Directors, if an optionee’s employment or service with the Company
terminates because of total disability, his or her option may be exercised at
any time before the expiration date of the option or before the date 12 months
after the date of termination, whichever is the shorter period, but only if and
to the extent the optionee was entitled to exercise the option at the date of
termination. The term “total disability” means a medically determinable mental
or physical impairment that is expected to result in death or has lasted or is
expected to last for a continuous period of 12 months or more and that, in the
opinion of the Company and two independent physicians, causes the optionee to
be unable to perform his or her duties as an employee, director, officer or
consultant of the Employer and unable to be engaged in any substantial gainful
activity. Total disability shall be deemed to have occurred on the first day
after the two independent physicians have furnished their written opinion of
total disability to the Company and the Company has reached an opinion of total
disability.


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                                        (c)
Termination
Because of Death. Unless otherwise determined by the Board of
Directors, if an optionee dies while employed by or providing service to the
Company, his or her option may be exercised at any time before the expiration
date of the option or before the date 12 months after the date of death,
whichever is the shorter period, but only if and to the extent the optionee was
entitled to exercise the option at the date of death and only by the person or
persons to whom the optionee’s rights under the option shall pass by the
optionee’s will or by the laws of descent and distribution of the state or
country of domicile at the time of death.


                                        (d)
Amendment
of Exercise Period Applicable to Termination. The Board of Directors
may at any time extend the 30-day and 12-month exercise periods any length of
time not longer than the original expiration date of the option. The Board of
Directors may at any time increase the portion of an option that is
exercisable, subject to terms and conditions determined by the Board of
Directors.


                                        (e)
Failure
to Exercise Option. To the extent that the option of any deceased
optionee or any optionee whose employment or service terminates is not
exercised within the applicable period, all further rights to purchase shares
pursuant to the option shall cease and terminate.


                                        (f)
Leave of
Absence. Absence on leave approved by the Employer or on account of
illness or disability shall not be deemed a termination or interruption of
employment or service. Unless otherwise determined by the Board of Directors,
vesting of options shall continue during a medical, family or military leave of
absence, whether paid or unpaid, and vesting of options shall be suspended
during any other unpaid leave of absence.


                              6.1-5
Purchase
of Shares.


                                        (a)
Notice of
Exercise. Unless the Board of Directors determines otherwise, shares
may be acquired pursuant to an option granted under the Plan only upon the
Company’s receipt of written notice from the optionee of the optionee’s binding
commitment to purchase shares, specifying the number of shares the optionee
desires to purchase under the option and the date on which the optionee agrees
to complete the transaction, and, if required to comply with the Securities Act
of 1933, containing a representation that it is the optionee’s intention to
acquire the shares for investment and not with a view to distribution.


                                        (b)
Payment.
Unless the Board of Directors determines otherwise, on or before the date
specified for completion of the purchase of shares pursuant to an option
exercise, the optionee must pay the Company the full purchase price of those
shares in cash or by check or, with the consent of the Board of Directors, in
whole or in part, in Common Stock of the Company valued at fair market value,
restricted stock or other contingent awards denominated in either stock or
cash, promissory notes and other forms of consideration. Unless otherwise
determined by the Board of Directors, any Common Stock provided in payment of
the purchase price must have been previously acquired and held by the optionee
for at least six months. The fair market value of Common Stock provided in
payment of the purchase price shall be the closing price of the Common Stock
last reported before the time payment in Common Stock is made or, if earlier,
committed to be made, if the Common Stock is publicly traded, or another value
of the Common Stock as specified by the Board of Directors. No shares shall be
issued until full payment for the shares has been made, including all amounts
owed for tax withholding. With the consent of the Board of Directors, an
optionee may request the Company to apply automatically the shares to be
received upon the exercise of a portion of a stock option (even though stock
certificates have not yet been issued) to satisfy the purchase price for
additional portions of the option.


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                                        (c)
Tax
Withholding. Each optionee who has exercised an option shall,
immediately upon notification of the amount due, if any, pay to the Company in
cash or by check amounts necessary to satisfy any applicable federal, state and
local tax withholding requirements. If additional withholding is or becomes
required (as a result of exercise of an option or as a result of disposition of
shares acquired pursuant to exercise of an option) beyond any amount deposited
before delivery of the certificates, the optionee shall pay such amount, in
cash or by check, to the Company on demand. If the optionee fails to pay the
amount demanded, the Company or the Employer may withhold that amount from other
amounts payable to the optionee, including salary, subject to applicable law.
With the consent of the Board of Directors, an optionee may satisfy this
obligation, in whole or in part, by instructing the Company to withhold from
the shares to be issued upon exercise or by delivering to the Company other
shares of Common Stock; provided, however, that the number of shares so
withheld or delivered shall not exceed the minimum amount necessary to satisfy
the required withholding obligation.


                                        (d)
Reduction
of Reserved Shares. Upon the exercise of an option, the number of
shares reserved for issuance under the Plan shall be reduced by the number of
shares issued upon exercise of the option (less the number of any shares surrendered
in payment for the exercise price or withheld to satisfy withholding
requirements).


                              6.1-6
Limitations
on Grants to Non-Exempt Employees. Unless otherwise determined by
the Board of Directors, if an employee of the Company or any parent or
subsidiary of the Company is a non-exempt employee subject to the overtime
compensation provisions of Section 7 of the Fair Labor Standards Act (the
“FLSA”), any option granted to that employee shall be subject to the following
restrictions: (i) the option price shall be at least 85 percent of the fair
market value, as described in Section 6.2-4, of the Common Stock subject
to the option on the date it is granted; and (ii) the option shall not be
exercisable until at least six months after the date it is granted; provided,
however, that this six-month restriction on exercisability will cease to apply
if the employee dies, becomes disabled or retires, there is a change in
ownership of the Company, or in other circumstances permitted by regulation,
all as prescribed in Section 7(e)(8)(B) of the FLSA.


                    6.2
Incentive Stock Options. Incentive Stock
Options shall be subject to the following additional terms and conditions:


                              6.2-1
Limitation
on Amount of Grants. If the aggregate fair market value of stock
(determined as of the date the option is granted) for which Incentive Stock
Options granted under this Plan (and any other stock incentive plan of the
Company or its parent or subsidiary corporations, as defined in subsections
424(e) and 424(f) of the Code) are exercisable for the first time by an
employee during any calendar year exceeds $100,000, the portion of the option
or options not exceeding $100,000, to the extent of whole shares, will be treated
as an Incentive Stock Option and the remaining portion of the option or options
will be treated as a Non-Statutory Stock Option. The preceding sentence will be
applied by taking options into account in the order in which they were granted.
If, under the $100,000 limitation, a portion of an option is treated as an
Incentive Stock Option and the remaining portion of the option is treated as a
Non-Statutory Stock Option, unless the optionee designates otherwise at the
time of exercise, the optionee’s exercise of all or a portion of the option
will be treated as the exercise of the Incentive Stock Option portion of the
option to the full extent permitted under the $100,000 limitation. If an
optionee exercises an option that is treated as in part an Incentive Stock
Option and in part a Non-Statutory Stock Option, the Company will designate the
portion of the stock acquired pursuant to the exercise of the Incentive Stock
Option portion as Incentive Stock Option stock by issuing a separate
certificate for that portion of the stock and identifying the certificate as
Incentive Stock Option stock in its stock records.


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                              6.2-2
Limitations
on Grants to 10 Percent Shareholders. An Incentive Stock Option may
be granted under the Plan to an employee possessing more than 10 percent of the
total combined voting power of all classes of stock of the Company or any
parent or subsidiary (as defined in subsections 424(e) and 424(f) of the Code)
only if the option price is at least 110 percent of the fair market value, as
described in Section 6.2-4, of the Common Stock subject to the option on
the date it is granted and the option by its terms is not exercisable after the
expiration of five years from the date it is granted.


                              6.2-3
Duration
of Options. Subject to Sections 6.1-2, 6.1-4 and 6.2-2,
Incentive Stock Options granted under the Plan shall continue in effect for the
period fixed by the Board of Directors, except that by its terms no Incentive
Stock Option shall be exercisable after the expiration of 10 years from the
date it is granted.


                              6.2-4
Option
Price. The option price per share shall be determined by the Board
of Directors at the time of grant. Except as provided in Section 6.2-2,
the option price shall not be less than 100 percent of the fair market value of
the Common Stock covered by the Incentive Stock Option at the date the option
is granted. The fair market value shall be the closing price of the Common
Stock last reported before the time the option is granted, if the stock is
publicly traded, or another value of the Common Stock as specified by the Board
of Directors.


                              6.2-5
Limitation
on Time of Grant. No Incentive Stock Option shall be granted on or
after the tenth anniversary of the last action by the Board of Directors
adopting the Plan or approving an increase in the number of shares available
for issuance under the Plan, which action was subsequently approved within 12
months by the shareholders.


                              6.2-6
Early
Dispositions. If within two years after an Incentive Stock Option is
granted or within 12 months after an Incentive Stock Option is exercised, the
optionee sells or otherwise disposes of Common Stock acquired on exercise of
the Option, the optionee shall within 30 days of the sale or disposition notify
the Company in writing of (i) the date of the sale or disposition, (ii) the
amount realized on the sale or disposition and (iii) the nature of the
disposition (e.g., sale, gift, etc.).


                    6.3
Non-Statutory Stock Options. Non-Statutory
Stock Options shall be subject to the following terms and conditions, in
addition to those set forth in Section 6.1 above:


6






                              6.3-1
Option
Price. The option price for Non-Statutory Stock Options shall be
determined by the Board of Directors at the time of grant and may be any amount
determined by the Board of Directors.


                              6.3-2
Duration
of Options. Non-Statutory Stock Options granted under the Plan shall
continue in effect for the period fixed by the Board of Directors.


                    6.4
Stock Appreciation Rights. The Board may, in
its discretion, include in the grant of any Option the right of a grantee
(hereinafter referred to as a “stock appreciation right”) to elect, in the
manner described below, in lieu of exercising his or her Option for all or a
portion of the shares of Common Stock covered by such Option, to relinquish his
or her Option for all or a portion of the such shares and to receive from the
Company a payment equal in value to (x) the fair market value, of a share of
Common Stock on the date of such election, multiplied by the number of shares
as to which the grantee shall have made such election, less (y) the exercise
price for that number of shares of Common Stock for which the grantee shall
have made such election under the terms of such Option. A stock appreciation
right shall be exercisable at the time the tandem option is exercisable, and
the “expiration date” for the stock appreciation right shall be the amount
described in (x) above exceeds the amount described in (y) above. An election
to exercise stock appreciation rights shall be deemed to have been made on the
day written notice of such election, addressed to the Board, is received by the
Company. An Option or any portion thereof with respect to which a grantee has
elected to exercise a stock appreciation right shall be surrendered to the
Company and such Option shall thereafter remain exercisable according to its
terms only with respect to the number of shares as to which it would otherwise
be exercisable, less the number of shares with respect to which stock
appreciation rights have been exercised. The grant of a stock appreciation
right shall be evidenced by an Agreement. The Agreement evidencing stock
appreciation rights shall be personal and will provide that the stock
appreciation rights will not be transferable by the grantee otherwise than by
will or the laws of descent and distribution and that they will be exercisable,
during the lifetime of the grantee, only by him or her. For purposes of this
Plan, the fair market value of Common Stock price shall be the closing price of
the Common Stock last reported before the time in question if the Common Stock
is publicly traded, or another value of the Common Stock as specified by the
Board of Directors.


          7.
Bonuses
and Past Salaries and Fees Payable in Stock. The Board of Directors
may award shares under the Plan as stock bonuses or as salaries and fees
otherwise payable by the Company’s to employees and consultants eligible to
participate in this Plan that were incurred for services rendered at any time
to the Company. Shares awarded under this section, shall be subject to the
terms, conditions and restrictions determined by the Board of Directors. The
restrictions may include restrictions concerning transferability and forfeiture
of the shares awarded, together with any other restrictions determined by the
Board of Directors. The Board of Directors may require the recipient to sign an
agreement as a condition of the award, but may not require the recipient to pay
any monetary consideration other than amounts necessary to satisfy tax
withholding requirements. The agreement may contain any terms, conditions,
restrictions, representations and warranties required by the Board of
Directors. The certificates representing the shares awarded shall bear any
legends required by the Board of Directors. The Company may require any recipient
of stock under this section to pay to the Company in cash or by check upon
demand amounts necessary to satisfy any applicable federal, state or local tax
withholding requirements. If the recipient fails to pay the amount demanded,
the Company or the Employer may withhold that amount from other amounts payable
to the recipient, including salary, subject to applicable law. With the consent
of the Board of Directors, a recipient may satisfy this obligation, in whole or
in part, by instructing the Company to withhold from any shares to be issued or
by delivering to the Company other shares of Common Stock; provided, however,
that the number of shares so withheld or delivered shall not exceed the minimum
amount necessary to satisfy the required withholding obligation. Upon the
issuance of stock under this section, the number of shares reserved for
issuance under the Plan shall be reduced by the number of shares issued, less
the number of shares withheld or delivered to satisfy withholding obligations.


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          8.
Restricted
Stock. The Board of Directors may issue shares under the Plan for
any consideration (including promissory notes and services) determined by the
Board of Directors. Shares issued under the Plan shall be subject to the terms,
conditions and restrictions determined by the Board of Directors. The
restrictions may include restrictions concerning transferability, repurchase by
the Company and forfeiture of the shares issued, together with any other
restrictions determined by the Board of Directors. All Common Stock issued
pursuant to this Section 8 shall be subject to a purchase agreement, which
shall be executed by the Company and the prospective purchaser of the shares
before the delivery of certificates representing the shares to the purchaser.
The purchase agreement may contain any terms, conditions, restrictions,
representations and warranties required by the Board of Directors. The
certificates representing the shares shall bear any legends required by the
Board of Directors. The Company may require any purchaser of restricted stock
to pay to the Company in cash or by check upon demand amounts necessary to
satisfy any applicable federal, state or local tax withholding requirements. If
the purchaser fails to pay the amount demanded, the Company or the Employer may
withhold that amount from other amounts payable to the purchaser, including
salary, subject to applicable law. With the consent of the Board of Directors,
a purchaser may satisfy this obligation, in whole or in part, by instructing the
Company to withhold from any shares to be issued or by delivering to the
Company other shares of Common Stock; provided, however, that the number of
shares so withheld or delivered shall not exceed the minimum amount necessary
to satisfy the required withholding obligation. Upon the issuance of restricted
stock, the number of shares reserved for issuance under the Plan shall be
reduced by the number of shares issued, less the number of shares withheld or
delivered to satisfy withholding obligations.


          9.
Changes
in Capital Structure.


                    9.1
Stock Splits, Stock Dividends. If the
outstanding Common Stock of the Company is hereafter increased or decreased or
changed into or exchanged for a different number or kind of shares or other
securities of the Company by reason of any stock split, combination of shares,
dividend payable in shares, recapitalization or reclassification, appropriate
adjustment shall be made by the Board of Directors in the number and kind of
shares available for grants under the Plan and in all other share amounts set
forth in the Plan. In addition, the Board of Directors shall make appropriate
adjustment in the number and kind of shares as to which outstanding options, or
portions thereof then unexercised, shall be exercisable, so that the optionee’s
proportionate interest before and after the occurrence of the event is
maintained. Notwithstanding the foregoing, the Board of Directors shall have no
obligation to effect any adjustment that would or might result in the issuance
of fractional shares, and any fractional shares resulting from any adjustment
may be disregarded or provided for in any manner determined by the Board of
Directors. Any such adjustments made by the Board of Directors shall be
conclusive.


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                    9.2
Mergers, Reorganizations, Etc. In the event
of a merger, consolidation, plan of exchange, acquisition of property or stock,
split-up, split-off, spin-off, reorganization or liquidation to which the
Company is a party or 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 Company (each, a “Transaction”), the Board of Directors
shall, in its sole discretion and to the extent possible under the structure of
the Transaction, select one of the following alternatives for treating
outstanding options under the Plan:


                              9.2-1
Outstanding options shall remain in effect in accordance with their terms.


                              9.2-2
Outstanding options shall be converted into options to purchase stock in one or
more of the corporations, including the Company, that are the surviving or
acquiring corporations in the Transaction. The amount, type of securities
subject thereto and exercise price of the converted options shall be determined
by the Board of Directors of the Company, taking into account the relative
values of the companies involved in the Transaction and the exchange rate, if
any, used in determining shares of the surviving corporation(s) to be held by
holders of shares of the Company following the Transaction. Unless otherwise
determined by the Board of Directors, the converted options shall be vested
only to the extent that the vesting requirements relating to options granted
hereunder have been satisfied.


                              9.2-3
The Board of Directors shall provide a period of 30 days or less before the
completion of the Transaction during which outstanding options may be exercised
to the extent then exercisable, and upon the expiration of that period, all
unexercised options shall immediately terminate. The Board of Directors may, in
its sole discretion, accelerate the exercisability of options so that they are
exercisable in full during that period.


                    9.3
Dissolution of the Company. In the event of
the dissolution of the Company, options shall be treated in accordance with
Section 9.2-3.


                    9.4
Rights Issued by Another Corporation. The
Board of Directors may also grant options and stock bonuses and fees and
Performance-Based Award and issue restricted stock under the Plan with terms,
conditions and provisions that vary from those specified in the Plan, provided
that any such awards are granted in substitution for, or in connection with the
assumption of, existing options, stock bonuses and fees, Performance-Based
Award and restricted stock granted, awarded or issued by another corporation
and assumed or otherwise agreed to be provided for by the Company pursuant to
or by reason of a Transaction.


          10.
Performance-Based
Awards. The Board of Directors may grant awards intended to qualify
as qualified performance-based compensation under Section 162(m) of the
Code and the regulations thereunder (“Performance-Based Awards”).
Performance-Based Awards shall be denominated at the time of grant either in
Common Stock (“Stock Performance Awards”) or in dollar amounts (“Dollar
Performance Awards”). Payment under a Stock Performance Award or a Dollar
Performance Award shall be made, at the discretion of the Board of Directors,
in Common Stock (“Performance Shares”), or in cash or in any combination
thereof. Performance-Based Awards shall be subject to the following terms and
conditions:


9






                    10.1
Award Period. The Board of Directors shall
determine the period of time for which a Performance-Based Award is made (the
“Award Period”).


                    10.2
Performance Goals and Payment. The Board of
Directors shall establish in writing objectives (“Performance Goals”) that must
be met by the Company or any subsidiary, division or other unit of the Company
(“Business Unit”) during the Award Period as a condition to payment being made
under the Performance-Based Award. The Performance Goals for each award shall
be one or more targeted levels of performance with respect to one or more of
the following objective measures with respect to the Company or any Business
Unit: earnings, earnings per share, stock price increase, total shareholder
return (stock price increase plus dividends), return on equity, return on
assets, return on capital, economic value added, revenues, operating income,
inventories, inventory turns, cash flows or any of the foregoing before the
effect of acquisitions, divestitures, accounting changes, and restructuring and
special charges (determined according to criteria established by the Board of
Directors). The Board of Directors shall also establish the number of
Performance Shares or the amount of cash payment to be made under a Performance-Based
Award if the Performance Goals are met or exceeded, including the fixing of a
maximum payment (subject to Section 9(d)). The Board of Directors may
establish other restrictions to payment under a Performance-Based Award, such
as a continued employment requirement, in addition to satisfaction of the
Performance Goals. Some or all of the Performance Shares may be issued at the
time of the award as restricted shares subject to forfeiture in whole or in
part if Performance Goals or, if applicable, other restrictions are not
satisfied.


                    10.3
Computation of Payment. During or after an
Award Period, the performance of the Company or Business Unit, as applicable,
during the period shall be measured against the Performance Goals. If the Performance
Goals are not met, no payment shall be made under a Performance-Based Award. If
the Performance Goals are met or exceeded, the Board of Directors shall certify
that fact in writing and certify the number of Performance Shares earned or the
amount of cash payment to be made under the terms of the Performance-Based
Award.


                    10.4
Tax Withholding. Each participant who has
received Performance Shares shall, upon notification of the amount due, pay to
the Company in cash or by check amounts necessary to satisfy any applicable
federal, state and local tax withholding requirements. If the participant fails
to pay the amount demanded, the Company or the Employer may withhold that
amount from other amounts payable to the participant, including salary, subject
to applicable law. With the consent of the Board of Directors, a participant
may satisfy this obligation, in whole or in part, by instructing the Company to
withhold from any shares to be issued or by delivering to the Company other shares
of Common Stock; provided, however, that the number of shares so delivered or
withheld shall not exceed the minimum amount necessary to satisfy the required
withholding obligation.


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                    10.5
Effect on Shares Available. The payment of a
Performance-Based Award in cash shall not reduce the number of shares of Common
Stock reserved for issuance under the Plan. The number of shares of Common
Stock reserved for issuance under the Plan shall be reduced by the number of
shares issued upon payment of an award, less the number of shares delivered or
withheld to satisfy withholding obligations.


          11.
Amendment
of the Plan. The Board of Directors may at any time modify or amend
the Plan in any respect. Except as provided in Section 9, however, no
change in an award already granted shall be made without the written consent of
the holder of the award if the change would adversely affect the holder.


          12.
Approvals.
The Company’s obligations under the Plan are subject to the approval of state
and federal authorities or agencies with jurisdiction in the matter. The
Company will use its best efforts to take steps required by state or federal
law or applicable regulations, including rules and regulations of the
Securities and Exchange Commission and any stock exchange on which the
Company’s shares may then be listed, in connection with the grants under the
Plan. The foregoing notwithstanding, the Company shall not be obligated to
issue or deliver Common Stock under the Plan if such issuance or delivery would
violate state or federal securities laws.


          13.
Employment
and Service Rights. Nothing in the Plan or any award pursuant to the
Plan shall (i) confer upon any employee any right to be continued in the
employment of an Employer or interfere in any way with the Employer’s right to
terminate the employee’s employment at will at any time, for any reason, with
or without cause, or to decrease the employee’s compensation or benefits, or
(ii) confer upon any person engaged by an Employer any right to be retained or
employed by the Employer or to the continuation, extension, renewal or
modification of any compensation, contract or arrangement with or by the
Employer.


          14.
Rights as
a Shareholder. The recipient of any award under the Plan shall have
no rights as a shareholder with respect to any shares of Common Stock until the
date the recipient becomes the holder of record of those shares. Except as
otherwise expressly provided in the Plan, no adjustment shall be made for dividends
or other rights for which the record date occurs before the date the recipient
becomes the holder of record.


          15.
Section
16 Compliance. With respect to persons subject to Section 16 of the
Securities Exchange Act of 1934, as amended (“1934 Act”), this Plan is intended
to comply with all applicable conditions of Rule 16b-3 (and all subsequent
revisions thereof) (“Rule 16b-3”) promulgated under the 1934 Act. In such
instance, to the extent any provision of this Plan fails to so comply, it shall
be deemed null and void, to the extent permitted bylaw and deemed advisable by
the Administrator. In addition, the Board may amend this 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 Company.


          16.
Miscellaneous
Provisions.


                    16.1
This Plan shall be unfunded. The Company shall not be required to establish any
special or separate fund or to make any other segregation of assets to assure
the issuance of shares or the payment of cash upon exercise of any option or
stock appreciation right under this Plan. The expenses of this Plan shall be
borne by the Company.


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                    16.2
The Board may, at any time and from time to time after the granting of an
Option or the award of restricted stock or bonuses payable in Common Stock
hereunder, specify such additional terms, conditions and restrictions with
respect to such Option or stock as may be deemed necessary or appropriate to ensure
compliance with any and all applicable laws, including, but not limited to, the
Code, federal and state securities laws and methods of withholding or providing
for the payment of required taxes.


                    16.3
If at any time the Administrator(s) shall determine in its discretion that the
listing, registration or qualification of shares of Common Stock upon any
national securities exchange or under any state or federal law, or the consent
or approval of any governmental regulatory body, is necessary or desirable as a
condition of, or in connection with, the sale or purchase of shares of Common
Stock hereunder, no Option or stock appreciation right may be exercised or
restricted stock or stock bonus may be transferred in whole or in part unless
and until such listing registration, qualification, consent or approval shall
have been effected or obtained, or otherwise provided for, free of any
conditions not acceptable to the Board.


                    16.4
By accepting any benefit under this Plan, each participant and each person
claiming under or through such Participant shall be conclusively deemed to have
indicated his acceptance and ratification, and consent to, any action taken
under this Plan by the Administrator(s), the Company or the Board.


                    16.5
This Plan shall be governed by and construed in accordance with the laws of the
Company’s state of incorporation.


          17.
Limits of
Liability.


                    17.1
Any liability of the Company or a subsidiary of the Company to any participant
with respect to any option or award shall be based solely upon contractual
obligations created by this Plan and Agreement.


                    17.2
Neither the Company nor a division or subsidiary of the Company, nor any member
of the Board, nor any other person participating in any determination of any
question under this Plan, or in the interpretation, administration or
application of this Plan, shall have any liability to any party for any action
taken or not taken in connection with this Plan, except as may expressly be
provided by statute.


          18.
Other
Compensation Plans.


This Plan
shall not be deemed to preclude the implementation by the Company or its
divisions or subsidiaries of other compensation plans which may be in effect
from time to time, nor adversely affect any rights of Participants under any
other compensation plans of the Company or its divisions or subsidiaries.


Adopted: July
23, 2008


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