Exhibit
10.8





Amended
and Restated 2002 Employee Stock Option Plan of Overhill Farms,
Inc.







Section 1.  Purpose. This
Amended and Restated 2002 Employee Stock Option Plan of Overhill Farms, Inc. is
intended as an incentive to attract and retain qualified and competent
employees, consultants, advisors and directors for the Company and its
Subsidiaries, upon whose efforts and judgment the success of the Company is
largely dependent, through the encouragement of stock ownership in the Company
by such persons.





Section 2.  Definitions.
As used herein, the following terms shall have the meaning
indicated:





(a)           “Act” shall mean the
Securities Exchange Act of 1934, as amended.





(b)           “Board” shall mean the
Board of Directors of the Company.





(c)           “Business Day” shall
mean (i) if the Shares trade on a national exchange, any day that the national
exchange on which the Shares trade is open or (ii) if the Shares do not trade on
a national exchange, any day that commercial banks in the City of Inglewood,
California are open.





(d)           “Cause” shall have the
meaning set forth in an Optionee’s employment or consulting agreement with the
Company or a Subsidiary, if any, or if not defined therein, shall mean (i) acts
or omissions by the Optionee which constitute intentional material misconduct or
a knowing violation of a material policy of the Company or a Subsidiary, (ii)
the Optionee personally receiving a benefit in money, property or services from
the Company or a Subsidiary or from another person dealing with the Company or a
Subsidiary in material violation of applicable law or Company policy, (iii) an
act of fraud, conversion, misappropriation or embezzlement by the Optionee or
his conviction of, or entering a guilty plea or plea of no contest with respect
to, a felony, or the equivalent thereof (other than driving under the influence)
or (iv) any material misuse or improper disclosure of confidential or
proprietary information of the Company or a Subsidiary.





(e)           “Change in Control” shall
mean the occurrence of any of the following:





(i)           Any
“Person” or “Group”, as such terms are defined in Section 13(d) of the Act and
the rules and regulations promulgated thereunder who is or becomes the
“Beneficial Owner” (within the meaning of Rule 13d-3 under the Exchange Act),
directly or indirectly, of securities of the Company, or of any entity resulting
from a merger or consolidation involving the Company, representing more than
fifty percent (50%) of the combined voting power of the then outstanding
securities of the Company or such entity.





(ii)           The
individuals who, as of the time immediately following the election of directors
at the Company’s 2002 Annual Meeting of Stockholders, are members of the Board
(the “Existing Directors”), cease, for any reason, to constitute more than fifty
percent (50%) of the number of authorized directors of the Company as determined
in the manner prescribed in the Company’s Articles of Incorporation and Bylaws;
provided, however, that if the election, or nomination for election, by the
Company’s stockholders of any new director was approved by a vote of at least
fifty percent (50%) of the Existing Directors, such new director shall be
considered an Existing Director; provided, further, however, that no
individual shall be considered an Existing Director 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 Act) or other actual or
threatened solicitation of proxies by or on behalf of anyone other than the
Board (a “Proxy Contest”), including by reason of any agreement intended to
avoid or settle any Election Contest or Proxy Contest.





(iii)           The
consummation of (x) a merger, consolidation or reorganization to which the
Company is a party, whether or not the Company is the Person surviving or
resulting therefrom, or (y) a sale, assignment, lease, conveyance or other
disposition of all or substantially all of the assets of the Company, in one
transaction or a series of related transactions, to any Person other than the
Company, where any such transaction or series of related transactions as is
referred to in clause (x) or clause (y) above










in the
subparagraph (iii) (singly or collectively, a “Transaction”) does not otherwise
result in a “Change in Control” pursuant to subparagraph (i) of this definition
of “Change in Control”; provided, however, that no such Transaction shall
constitute a “Change in Control” under this subparagraph (iii) if the Persons
who were the stockholders of the Company immediately before the consummation of
such Transaction are the Beneficial Owners, immediately following the
consummation of such Transaction, of fifty percent (50%) or more of the combined
voting power of the then outstanding voting securities of the Person surviving
or resulting from any merger, consolidation or reorganization referred to in
clause (x) above in this subparagraph (iii) or the Person to whom the assets of
the Company are sold, assigned, leased, conveyed or disposed of in any
transaction or series of related transactions referred in clause (y) above in
this subparagraph (iii), in substantially the same proportions in which such
Beneficial Owners held voting stock in the Company immediately before such
Transaction.





(f)           “Commission” shall
mean the Securities and Exchange Commission.





(g)           “Committee” shall mean
the Compensation Committee of the Board or other committee, if any, appointed by
the Board pursuant to Section 13 hereof, and in the absence any appointment, the
Board shall be the Committee.





(h)           “Common Stock” shall
mean the Company’s common stock, par value $.01 per share.





(i)           “Company” shall mean
Overhill Farms, Inc., a Nevada corporation.





(j)           “Date of Grant” shall
mean the date on which an Option is granted to an Eligible Person pursuant to
Section 4 hereof.





(k)           “Director” shall mean
a member of the Board.





(l)           “Eligible Person(s)”
shall mean those persons who are (i) under written contract (a “Consulting Contract”)
with the Company or a Subsidiary to provide consulting or advisory services to
the Company or a Subsidiary and whose Options could be registered on Form S-8 (a
“Consultant”),
(ii) Employees, or (iii) Directors.





(m)           “Employee(s)” shall
mean those persons who are employees of the Company or who are employees of any
Subsidiary.





(n)           “Fair Market Value” of
a share on a particular date shall be the closing price of the Common Stock,
which shall be (i) if the Common Stock is listed or admitted for trading on any
United States national securities exchange, the last reported sale price of
Common Stock on such exchange as reported in any newspaper of general
circulation on the day of determination, (ii) if the Common Stock is quoted on a
system of automated dissemination of quotations of securities prices in common
use, the last reported sale price of Common Stock on such exchange as reported
in any newspaper of general circulation on the day of determination or, if the
last sale price is not reported by such system, the mean between the closing
high bid and low asked quotations for such day of the Common Stock on such
system or (iii) if neither clause (i) nor (ii) is applicable, the value
determined by the Board taking into account all material information available
with respect to the value of a share of the Common Stock, including, without
limitation, the value of the tangible and intangible assets of the Company, the
present value of its anticipated future cash flows, the market value of the
stock or equity interests in other entities engaged in substantially the same
business, recent arm’s length transactions involving the sale of the Common
Stock, and other relevant factors such as control premiums or discounts for lack
of marketability.





(o)           “Incentive Stock
Option” shall mean an option that is an incentive stock option as defined
in Section 422 of the Internal Revenue Code.





(p)           “Internal Revenue
Code” or “Code” shall mean the
Internal Revenue Code of 1986, as it now exists or may be amended from time to
time.





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(q)           “Nonqualified Stock
Option”
shall mean a stock option that is not an incentive stock option as defined in
Section 422 of the Internal Revenue Code.





(r)           “Option” (when
capitalized) shall mean any option granted under this Plan.





(s)           “Optionee” shall mean
a person to whom an Option is granted under this Plan or any successor to the
rights of such person.





(t)           “Outside Director”
shall mean a Director who qualifies as an “outside director” under the
regulations promulgated under Section 162(m) of the Internal Revenue Code
and as a “non-employee director” under Rule 16b-3.





(u)           “Plan” shall mean this
Amended and Restated 2002 Employee Stock Option Plan of Overhill Farms,
Inc.





(v)           “Share(s)” shall mean
a share or shares of the Common Stock.





(w)           “Subsidiary” shall
mean any corporation (other than the Company) in any unbroken chain of
corporations beginning with the Company if, at the time of the granting of the
Option, each of the corporations other than the last corporation in the unbroken
chain owns stock possessing 50% or more of the total combined voting power of
all classes of stock in one of the other corporations in such
chain.





Section
3. Shares and Options.





(a)           The
Company may grant to Eligible Persons from time to time Options to purchase an
aggregate of up to 800,000 Shares from Shares held in the Company’s treasury or
from authorized and unissued Shares. If any Option granted under the Plan shall
terminate, expire, or be canceled or surrendered as to any Shares, new Options
may thereafter be granted covering such Shares. An Option granted hereunder
shall be either an Incentive Stock Option or a Nonqualified Stock Option as
determined by the Committee at the Date of Grant of such Option and shall
clearly state whether it is an Incentive Stock Option or a Nonqualified Stock
Option. Incentive Stock Options may only be granted to persons who are
Employees.





(b)           The
aggregate Fair Market Value (determined at the Date of Grant of the Option) of
the Shares with respect to which any Incentive Stock Option is exercisable for
the first time by an Optionee during any calendar year under the Plan and all
such plans of the Company and any parent and subsidiary of the Company (as
defined in Section 424 of the Code) shall not exceed $100,000. Each Option will
be designated in the option agreement as either an Incentive Stock Option or a
Nonqualified Stock Option. However, notwithstanding such designations, if the
Shares subject to an Optionee’s Incentive Stock Options (granted under all plans
of the Company or any parent or Subsidiary) which become exercisable for the
first time during any calendar year have a fair market value in excess of
$100,000, the Options accounting for this excess will be treated as Nonqualified
Stock Options. For purposes of this Section 3(b), Incentive Stock Options
will be taken into account in the order in which they were granted, and the Fair
Market Value of the Shares will be determined as of the time of
grant.





(c)           Subject
to the provisions of the Plan, the Committee may grant Options to such Eligible
Persons as the Committee in its sole discretion determines are eligible to
receive such grants in accordance with Section 4 below. Notwithstanding any
provision herein to the contrary, there shall be no grant of Options in excess
of 300,000 Shares to any one individual in any one year.





Section
4.  Conditions for Grant of Options.





(a)           Each
Option shall be evidenced by an option agreement that may contain any term
deemed necessary or desirable by the Committee, provided such terms are not
inconsistent with this Plan or any applicable law. Optionees shall be those
persons selected from Eligible Persons. The Committee shall determine which
Eligible Persons, other than Board of Director members, shall be granted Options
from time to time. The Disinterested Committee shall determine which members of
the Board of Directors and which individuals covered by Section 162(m) of the
Internal Revenue Code or Section 16(b) of the Act shall be Eligible Persons and
granted


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Options
from time to time. References to the Committee throughout the remainder of this
Section 4 shall mean the Committee or the Disinterested Committee, as
appropriate. Notwithstanding any provision to the contrary, an Option shall be
void if the Optionee is not an Eligible Person.





(b)           In
granting Options, the Committee shall take into consideration the contribution
the person has made or may make to the success of the Company or its
Subsidiaries and such other factors as the Board shall determine. The Committee
shall also determine the number of shares subject to each of the Options
and shall authorize and cause the Company to grant Options in accordance with
those determinations. The Committee shall also have the authority to consult
with and receive recommendations from officers and other personnel of the
Company and its Subsidiaries with regard to these matters. The Committee may
from time to time in granting Options under the Plan prescribe such other terms
and conditions concerning such Options as it deems appropriate, including,
without limitation, relating an Option to achievement of specific goals
established by the Committee or the continued employment of the Optionee for a
specified period of time, provided that such terms and conditions are not more
favorable to an Optionee than those expressly permitted herein.





(c)           The
Committee in its sole discretion may delegate to the Chief Executive Officer of
the Company any or all of its powers under this Plan with regard to the granting
and administration of Options to Eligible Persons, provided that the
Disinterested Committee may not delegate its duties with respect to granting
Options to, or otherwise with respect to Options granted to, Eligible Persons
who are subject to Section 16(b) of the Act or Section 162(m) of the
Code.





Section 5.  Exercise
Price. The Exercise Price per Share shall be determined by the Committee
at the time of grant and shall not be less than one hundred percent (100%) of
the Fair Market Value per Share on the Date of Grant.





Section
6.  Exercise of Options.





(a)           Each
Option shall specify a vesting schedule that governs when the Option becomes
exercisable; provided, however, that if the Optionee is an Eligible Person on
the date that a Change in Control occurs, unless such vesting would subject the
Optionee to the excise tax under Section 4999 of the Code, all Options shall
become fully vested and immediately exercisable on the day before the date of
such Change in Control, and if the Optionee ceases to be an Eligible Person by
reason of his death or disability, any Options held by the Optionee shall become
fully vested and immediately exercisable on the date such Optionee ceases to be
an Eligible Person. In no event shall an Option be exercisable after the
expiration of ten (10) years from the Date of Grant.





(b)           An
Option shall be deemed exercised when (i) the Company has received written
notice of such exercise in accordance with the terms of the Option, (ii) full
payment of the aggregate exercise price of the Shares as to which the Option is
exercised has been made, and (iii) arrangements that are satisfactory to the
Committee in its sole discretion have been made for the Optionee’s payment to
the Company of the amount, if any, that the Committee determines to be necessary
for the Company or a Subsidiary to withhold in accordance with applicable
federal or state income tax withholding requirements.





(c)           The
Committee will determine the acceptable form of consideration for exercising an
Option, including the method of payment. Such consideration may consist
partially or entirely of:





(i)
              cash;
 
 (ii)
              certified
      or cashier’s check payable to the order of the
  Company;
 
 (iii)
              a
      promissory note made by the Optionee in favor of the
    Company;
 
 (iv)
              other
      Shares which have a Fair Market Value on the date of surrender equal to
      the aggregate exercise price of the Shares as to which an Option will be
      exercised; or
 
 (v)
              any
      other consideration and method of payment for the issuance of Shares to
      the extent permitted by applicable
laws.





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Section
7.  Termination of Option Period.





(a)           Unless
otherwise provided in any Option or as determined by the Committee upon the
occurrence of the stated event, the unvested portion of an Option shall
automatically and without notice terminate, and the then exercisable but
unexercised portion of an Option shall automatically and without notice
terminate and become null and void, after the earliest to occur of the
following: (i) two years following the death of the Optionee, (ii) two years
following the total and permanent “disability” (as defined in
Section 22(e)(3) of the Code) of the Optionee, (iii) with respect to
an Option held by a person who is an Employee but who is not also a Consultant
or a Director, one year following the date on which the Optionee ceases to be an
Eligible Person for any reason other than death, total and permanent
“disability” (as defined in Section 22(e)(3) of the Code), or termination
for Cause, (iv) with respect to an Option held by a person who is a Director but
who is not also a Employee or Consultant (regardless of whether or not such
person was an Employee or Consultant at the time of the grant), one year
following the date on which the Optionee ceases to be a Director for any reason
other than death, disability (as defined in Section 22(e)(3) of the Code),
or Cause, (v) with respect to an Option held by a person who is both a Director
and an Employee (regardless of whether or not such person was a Director or an
Employee at the time of grant), one year following the date on which the
Optionee is neither a Director nor an Employee for any reason other than death,
disability (as defined in Section 22(e)(3) of the Code), or Cause or (vi)
immediately upon the termination of an Optionee as an Eligible Person for Cause.
In no event, however, shall the one-year or two-year periods described in this
Section 7(a) extend beyond the exercise period stated on the Option or beyond
the expiration of ten (10) years from the Date of Grant, and neither the Board
nor the Committee shall have any authority to amend, modify, revise or extend
any exercise period in a manner that would permit exercise beyond the expiration
of ten (10) years from the Date of Grant.





(b)           
In the event of the death of the Optionee, Options held by such Optionee may be
exercised by the Optionee’s legal representative(s), but only to the extent that
such Options would otherwise have been exercisable by the Optionee.





(c)           For
purposes of the Plan, the transfer of an Employee’s employment between the
Company and any Subsidiary or between Subsidiaries shall not be deemed to be a
termination of the Employee’s employment.





Section
8.  Adjustment of Shares.





(a)           If
at any time while the Plan is in effect or unexercised Options are outstanding,
there shall be any increase or decrease in the number of issued and outstanding
Shares through the declaration of a stock dividend or through any
recapitalization resulting in a stock split-up, combination or exchange of
Shares, then and in such event:





(i)           appropriate
adjustment shall be made in the maximum number of Shares then subject to being
optioned under the Plan, so that the same proportion of the Company’s issued and
outstanding Shares shall continue to be subject to being so optioned;
and





(ii)           appropriate
adjustment shall be made in the number of Shares and the exercise price per
Share thereof then subject to outstanding Options, so that the same proportion
of the Company’s issued and outstanding Shares shall remain subject to purchase
at the same aggregate exercise price.





(b)           Upon
the happening of a merger, reorganization or sale of substantially all of the
assets of the Company, the Committee, may, in its sole discretion, do one or
more of the following: (i) shorten the period during which Options are
exercisable (provided they remain exercisable for at least thirty (30) days
after the date notice of such shortening is given to the Optionees), (ii)
arrange to have the surviving or successor entity or any parent entity thereof
assume the Options or grant replacement options with appropriate adjustments in
the option prices and adjustments in the number and kind of securities issuable
upon exercise or adjustments so that the Options or their replacements represent
the right to purchase the shares of stock, securities or other property
(including cash) as may be issuable or payable as a result of such transaction
with respect to or in exchange for the number of Shares of Common Stock
purchasable and receivable upon exercise of the Options had such exercise
occurred in full prior to such transaction or (iii) cancel Options upon payment
to the Optionees in cash, with respect to each Option to the extent then
exercisable, of an amount that is the equivalent of the excess of the Fair
Market Value of the Common Stock (at the effective time of the merger,
reorganization, sale or other event) over the exercise price of the Option. The
Committee may also provide for one or more of the foregoing alternatives in any
particular option agreement.


5







(c)           Except
as otherwise expressly provided herein, the issuance by the Company of shares of
its capital stock of any class, or securities convertible into shares of capital
stock of any class, either in connection with direct sale or upon the exercise
of rights or warrants to subscribe therefor, or upon conversion of shares or
obligations of the Company convertible into such shares or other securities,
shall not affect, and no adjustment by reason thereof shall be made with respect
to the number of Shares reserved for issuance under the Plan or the number of or
exercise price of Shares then subject to outstanding Options granted under the
Plan.





(d)           Without
limiting the generality of the foregoing, the existence of outstanding Options
granted under the Plan shall not affect in any manner the right or power of the
Company to make, authorize or consummate (i) any or all adjustments,
recapitalizations, reorganizations or other changes in the Company’s capital
structure or its business; (ii) any merger or consolidation of the Company;
(iii) any issue by the Company of debt securities, or preferred or preference
stock that would rank above the Shares subject to outstanding Options; (iv) the
dissolution or liquidation of the Company; (v) any sale, transfer or assignment
of all or any part of the assets or business of the Company; or (vi) any other
corporate act or proceeding, whether of a similar character or
otherwise.





Section 9.  Transferability of
Options. Each Incentive Stock Option shall provide that such Incentive
Stock Option shall not be transferable by the Optionee otherwise than by will or
the laws of descent and distribution and that so long as an Optionee lives, only
such Optionee or his guardian or legal representative shall have the right to
exercise such Incentive Stock Option. The Committee, in its sole discretion, may
provide in the agreement governing any Nonqualified Stock Option that such
Nonqualified Stock Option shall be transferable to the Optionee’s spouse or
children, to a trust solely for the benefit of the transferor, his spouse, or
children, or pursuant to the terms of a qualified domestic relation order (as
defined in Section 414(p)(1)(A) of the Code).





Section 10.  Issuance of
Shares. No person shall be, or have any of the rights or privileges of, a
shareholder of the Company with respect to any of the Shares subject to an
Option unless and until certificates representing such Shares shall have been
issued and delivered to such person. As a condition of any transfer of the
certificate for Shares, the Committee may obtain such agreements or
undertakings, if any, as it may deem necessary or advisable to assure compliance
with any provision of the Plan, the agreement evidencing the Option or any law
or regulation including, but not limited to, the following:





(a)           A
representation, warranty or agreement by the Optionee to the Company at the time
any Option is exercised that he or she is acquiring the Shares to be issued to
him or her for investment and not with a view to, or for sale in connection
with, the distribution of any such Shares; and





(b)           A
representation, warranty or agreement to be bound by any legends that are, in
the opinion of the Committee, necessary or appropriate to comply with the
provisions of any securities laws deemed by the Board to be applicable to the
issuance of the Shares and are endorsed upon the Share
certificates.





Section 11.  Options for 10%Shareholder.
Notwithstanding any other provisions of the Plan to the contrary, an Incentive
Stock Option shall not be granted to any person owning directly (or indirectly
through attribution under Section 424(d) of the Code) at the Date of Grant,
stock possessing more than 10% of the total combined voting power of all classes
of stock of the Company (or of its parent or subsidiary [as defined in Section
424 of the Internal Revenue Code] at the Date of Grant) unless the exercise
price of such Incentive Stock Option is at least 110% of the Fair Market Value
of the Shares subject to such Incentive Stock Option on the Date of Grant, and
the period during which the Incentive Stock Option may be exercised does not
exceed five (5) years from the Date of Grant.





Section 12.  Nonqualified Stock
Options. Nonqualified Stock Options may be granted hereunder and shall be
subject to all terms and provisions hereof except that each such Nonqualified
Stock Option (i) must be clearly designated as a Nonqualified Stock Option; (ii)
may be granted for Shares in excess of the limits contained in Section 3(b) of
this Plan; and (iii) shall not be subject to Section 11 of this Plan. If both
Incentive Stock Options and Nonqualified Stock Options are granted to an
Optionee, the right to exercise, to the full extent thereof, Options of either
type shall not be contingent in whole or in part upon the exercise of, or
failure to exercise, Options of the other type.


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Section
13.  Administration of the Plan.





(a)           The
Plan shall be administered by the Compensation Committee of the Board or other
committee thereof as appointed by the Board (the “Committee”). The
“Disinterested Committee” shall be appointed by the Board of Directors and shall
be composed of Outside Directors. The Disinterested Committee shall administer
the Plan with respect to all Eligible Persons who are “covered employees” under
Code Section 162(m) or are subject to Rule 16b-3, and all members of the Board
of Directors who participate in the Plan, if any. The number of persons that
shall constitute the Committee and the Disinterested Committee shall be
determined from time to time by a majority of all the members of the Board of
Directors and, unless that majority of the Board of Directors determines
otherwise or Rule 16b-3 is amended to require otherwise, shall be no less
than two persons. To the extent that Rule 16b-3 promulgated under the Act
requires a system of administration that is different from this Section 13, this
Section 13 shall automatically be deemed amended to the extent necessary to
cause it to be in compliance with Rule 16b-3.





(b)           The
Committee, from time to time, may adopt rules and regulations for carrying out
the purposes of the Plan. The determinations and the interpretation and
construction of any provision of the Plan by the Committee shall be final and
conclusive.





(c)           Subject
to the express provisions of this Plan, the Committee shall have the authority,
in its sole and absolute discretion (i) to adopt, amend, and rescind
administrative and interpretive rules and regulations relating to this Plan or
any Option; (ii) to construe the terms of this Plan or any Option; (iii) as
provided in Section 8(a), upon certain events to make appropriate adjustments to
the exercise price and number of Shares subject to this Plan and Option; and
(iv) to make all other determinations and perform all other acts necessary or
advisable for administering this Plan, including the delegation of such
ministerial acts and responsibilities as the Committee deems appropriate.
Subject to Rule 16b-3 and Code Section 162(m), the Disinterested Committee may
correct any defect, supply any omission, or reconcile any inconsistency in the
Plan or in any Option in the manner and to the extent it deems necessary or
desirable to carry the Plan into effect, and the Disinterested Committee shall
be the sole and final judge of that necessity or desirability. The
determinations of the Disinterested Committee on the matters referred to in this
Section 13(c) shall be final and conclusive.





(d)           The
Committee is expressly authorized to make modifications to the Plan as necessary
to effectuate the intent of the Plan as a result of any changes in the tax,
accounting, or securities laws treatment of Participants and the
Plan.





Section 14.  Government
Regulations. This
Plan, Options and the obligations of the Company to sell and deliver Shares
under any Options, shall be subject to all applicable laws, rules and
regulations, and to such approvals by any governmental agencies or national
securities exchanges as may be required.





Section
15.  Miscellaneous.





(a)           The
proceeds received by the Company from the sale of Shares pursuant to an Option
shall be used for general corporate purposes.





(b)           The
grant of an Option shall be in addition to any other compensation paid to the
Optionee or other stock option plans of the Company or other benefits with
respect to the Optionee’s position with or relationship to the Company or its
Subsidiaries. The grant of an Option shall not confer upon the Optionee the
right to continue as an Employee, Consultant, or Director, or interfere in any
way with the rights of the Company to terminate his status as an Employee,
Consultant, or Director.





(c)           Neither
the members of the Board nor any member of the Committee shall be liable for any
act, omission, or determination taken or made in good faith with respect to this
Plan or any Option, and members of the Board and the Committee shall, in
addition to all other rights of indemnification and reimbursement, be entitled
to indemnification and reimbursement by the Company in respect of any
claim, loss, damage, liability or expense (including attorneys’ fees, the costs
of settling any suit, provided such settlement is approved by independent legal
counsel selected by the Company, and amounts paid in satisfaction of a judgment,
except a judgment based on a finding of bad faith) arising from such claim,
loss, damage, liability or expense to the full extent permitted by law and under
any directors’ and officers’ liability or similar insurance coverage that may
from time to time be in effect.


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(d)           Any
issuance or transfer of Shares to an Optionee, or to his legal representative,
heir, legatee, distributee, or assign in accordance with the provisions of this
Plan or the applicable Option, shall, to the extent thereof, be in full
satisfaction of all claims of such persons under the Plan. The Committee may
require any Optionee, legal representative, heir, legatee or distributee as a
condition precedent to such payment or issuance or transfer of Shares, to
execute a release and receipt for such payment or issuance or transfer of Shares
in such form as it shall determine.





(e)           Neither
the Committee nor the Company guarantees Shares from loss or
depreciation.





(f)           All
expenses incident to the administration, termination, or protection of this Plan
or any Option, including, but not limited to, legal and accounting fees, shall
be paid by the Company; provided, however, the Company may recover any and all
damages, fees, expenses and costs arising out of any actions taken by the
Company to enforce its rights under this Plan or any Option.





(g)           Records
of the Company shall be conclusive for all purposes under this Plan or any
Option, unless determined by the Committee or the Board to be
incorrect.





(h)           The
Company shall, upon request or as may be specifically required under this Plan
or any Option, furnish or cause to be furnished all of the information or
documentation that is necessary or required by the Committee to perform its
duties and functions under this Plan or any Option.





(i)           The
Company assumes no liability to any Optionee or his legal representatives,
heirs, legatees or distributees for any act of, or failure to act on the part
of, the Company, the Committee or the Board.





(j)           Any
action required of the Company or the Committee relating to this Plan or any
Option shall be by resolution of the Company or Committee, respectively, or by a
person authorized to act by resolution of the Company or Committee,
respectively.





(k)           If
any provision of this Plan or any Option is held to be illegal or invalid for
any reason, the illegality or invalidity shall not affect the remaining
provisions of this Plan or any Option, but such provision shall be fully
severable, and the Plan or Option, as applicable, shall be construed and
enforced as if the illegal or invalid provision had never been included in the
Plan or Option, as applicable.





(l)           Whenever
any notice is required or permitted under this Plan, such notice must be in
writing and personally delivered, telecopied (if confirmed), sent by mail or
delivery by a nationally recognized courier service. Any notice required or
permitted to be delivered under an Option shall be deemed to be delivered on the
date on which it is personally delivered, or, if telecopied, upon confirmation
of receipt, or, if mailed, whether actually received or not, on the third
Business Day after it is deposited in the United States mail, certified or
registered, postage prepaid, addressed to the person who is to receive it at the
address that such person has previously specified by written notice delivered in
accordance with this Section 15(l) or, if by courier, seventy-two (72) hours
after it is sent, addressed as described in this Section 15(l). The Company or
the Optionee may change, at any time and from time to time, by written notice to
the other, the address that it or he had previously specified for receiving
notices. Until changed in accordance with this Plan, the Company and the
Optionee shall specify as its and his address for receiving notices the address
set forth in the Option pertaining to the Shares to which such notice
relates.





(m)           Any
person entitled to notice under this Plan may waive such notice.





(n)           The
titles and headings of Sections are included for convenience of reference only
and are not to be considered in construction of this Plan’s
provisions.


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(o)           All
questions arising with respect to the provisions of this Plan shall be
determined by application of the laws of the State of Nevada except to the
extent Nevada law is preempted by federal law. The obligation of the Company to
sell and deliver Shares under this Plan is subject to applicable laws and to the
approval of any governmental authority required in connection with the
authorization, issuance, sale, or delivery of such Shares.





(p)           Words
used in the masculine shall apply to the feminine where applicable, and wherever
the context of this Plan dictates, the plural shall be read as the singular and
the singular as the plural.





(q)           The
Company shall be entitled to recover from an Optionee reasonable attorneys’ fees
incurred in connection with the enforcement of the terms and provisions of the
Plan and any agreement governing any Option, whether by an action to enforce
specific performance, or an action for damages for its breach or
otherwise.





Section 16.  Amendment and
Discontinuation of the Plan. The Board may from time to time amend,
suspend or terminate the Plan or any Option; provided, however, that no such
amendment may alter any provision of the Plan or any Option without compliance
with any applicable shareholder approval requirements promulgated under the
Internal Revenue Code, if applicable, or by any stock exchange or market on
which the Common Stock of the Company is listed for trading; and provided,
further, that, except to the extent provided in Section 7, no amendment or
suspension of the Plan or any Option issued hereunder shall, except as
specifically permitted in any Option, substantially impair any Option previously
granted to any Optionee without the consent of such Optionee.





Section 17.  Termination
Date. The Plan shall terminate on the tenth anniversary of the effective
date.





ORIGINALLY
ADOPTED BY THE BOARD: 9/25/02





EFFECTIVE
DATE: 10/29/02





AMENDED
AND RESTATED PLAN APPROVED BY COMPENSATION COMMITTEE: 12/3/08








OVERHILL
FARMS, INC.




By:    /s/ James
Rudis



















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