Exhibit
10.9





Amended
and Restated 2005 Stock Option Plan of Overhill Farms, Inc.





Section 1.  Purpose.
This Amended and Restated 2005 Stock 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)           “Beneficial
Owner” shall have the meaning provided in the definition of “Change in Control”
in this Section 2.





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





(d)           “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 Los
Angeles, California are open.





(e)           “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. A termination for “cause” may also include any resignation in
anticipation of discharge for “cause” or resignation accepted by the Company in
lieu of a formal discharge for “cause.”





(f)           “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, 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 2005 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 this 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.





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





(h)           “Committee”
shall mean the Compensation Committee of the Board or other committee, if any,
appointed by the Board pursuant to Section 14 hereof, and in the absence of any
appointment, the Board shall be the Committee.





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





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





(k)           “Consultant”
and “Consulting Contract” shall have the meanings provided in the definition of
“Eligible Person” in this Section 2.





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





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





(n)           “Disability”
shall mean “disability” as defined in Section 22(e)(3) of the Internal Revenue
Code.





(o)           “Disinterested
Committee” shall have the meaning provided in Section 14(a) hereof.





(p)           “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.





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





(r)           “Exercise
Price” shall have the meaning provided in Section 5 hereof.


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(s)           “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.





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





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





(v)           “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.





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





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





(y)           “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.





(z)           “Plan”
shall mean this Amended and Restated 2005 Stock Plan of Overhill Farms,
Inc.





(aa)           “Restricted
Stock Purchase Agreement” shall mean the agreement under which a Stock Purchase
Right is granted as described in Section 8 hereof.





(bb)           “Rule
16b-3” shall mean Rule 16b-3 promulgated under the Act.





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





(dd)           “Stock
Purchase Right” shall mean a right to purchase restricted shares of the
Company’s stock granted under this Plan as described in Section 8
hereof.





(ee)           “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.


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Section
3.  Shares and Options.





(a)           The
Company may grant to Eligible Persons from time to time Options (including,
without limitation, Incentive Stock Options) and Stock Purchase Rights to
purchase an aggregate of up to 550,000 Shares from Shares held in the Company’s
treasury or from authorized and unissued Shares. If any Option or Stock Purchase
Right granted under the Plan terminates, expires, or is canceled or surrendered
as to any Shares, or if Shares are repurchased by the Company pursuant to
repurchase rights associated with a Stock Purchase Right, new Options or Stock
Purchase Rights 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 Internal Revenue 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 hereof. Notwithstanding any
provision herein to the contrary, there shall be no grant of Options exercisable
into 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 Directors, shall be granted Options from time to
time. The Disinterested Committee shall determine which Directors and which
individuals covered by Section 162(m) of the Internal Revenue Code or Section
16(b) of the Act shall be granted 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
at the time of the grant.





(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.


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(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 Internal
Revenue Code.





Section 5.  Exercise
Price. The exercise price per Share (“Exercise Price”) 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 the period over which vesting shall occur; provided,
however, that:





(i)        
    subject to Section 9(b) hereof, 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 Internal
Revenue Code, all Options held by the Optionee shall become fully vested and
immediately exercisable on the day before the date of such Change in
Control;





(ii)         
  if the Optionee ceases to be an Eligible Person by reason of the
death or Disability of the Optionee, any Options held by the Optionee shall
become fully vested and immediately exercisable on the date such Optionee ceases
to be an Eligible Person, and the termination provisions of Section 7 hereof
shall apply; and





(iii)           Unless
the Committee provides otherwise, vesting of Options granted to officers and
Directors shall be suspended during any unpaid leave of absence; provided that,
for purposes of Incentive Stock Options, any such leave may not exceed 90 days,
unless reemployment upon the expiration of such leave is guaranteed by contract
(including certain Company policies) or statute.





(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 or employment 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 the Committee may, in its discretion, require to have been held by
the Optionee for a specified period of time) 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 herein or 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)        
    six (6) months following the death or Disability of the
Optionee;





(ii)       
    thirty (30) days following the date on which the
Optionee ceases to be an Eligible Person for any reason other than death,
Disability, or termination for Cause; or





(iii)           immediately
upon the termination of an Optionee as an Eligible Person for
Cause.





In no
event, however, shall the 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. An authorized leave of absence shall
not be deemed to have terminated the Employee’s employment, provided that, for
purposes of Incentive Stock Options, any such leave may not exceed 90 days,
unless reemployment upon the expiration of such leave is guaranteed by contract
(including certain Company policies) or statute.





Section
8.  Stock Purchase Rights.





(a)           Stock
Purchase Rights may be issued either alone, in addition to, or in tandem with
other awards granted under this Plan and/or cash awards made outside of the
Plan. After the Committee determines that it will offer Stock Purchase Rights
under the Plan, it shall advise the offeree in writing or electronically of the
terms, conditions and restrictions related to the offer, including the number of
Shares that the offeree shall be entitled to purchase, the price to be paid, and
the time within which the offeree must accept the offer. The offer shall be
accepted by execution of a Restricted Stock Purchase Agreement in the form
determined by the Committee.





(b)           Unless
the Committee determines otherwise, the Restricted Stock Purchase Agreement
shall grant the Company a repurchase option exercisable within ninety (90) days
of the voluntary or involuntary termination of the purchaser’s service with the
Company for any reason (including death or disability). The purchase price for
Shares repurchased pursuant to the Restricted Stock Purchase Agreement shall be
the original price paid by the purchaser and may be paid by cancellation of any
indebtedness of the purchaser to the Company. The repurchase option shall lapse
at such rate as the Committee may determine.





(c)           The
Restricted Stock Purchase Agreement shall contain such other terms, provisions
and conditions not inconsistent with the Plan as may be determined by the
Committee in its sole discretion.





(d)           Once
the Stock Purchase Right is exercised, the purchaser shall have rights
equivalent to those of a stockholder and shall be a stockholder when his or her
purchase is entered upon the records of the duly authorized transfer agent of
the Company.


6


(e)           If
any dividend or other distribution (whether in the form of cash, Shares, other
securities, or other property), recapitalization, stock split, reverse stock
split, reorganization, merger, consolidation, split-up, spin-off, combination,
repurchase, or exchange of Shares or other securities of the Company, or other
change in the corporate structure of the Company affecting the Shares occurs,
the Committee may (in its sole discretion), in order to prevent diminution or
enlargement of the benefits or potential benefits intended to be made available
by the grant of an outstanding Stock Purchase Right, adjust the number and class
of Shares covered by such outstanding Stock Purchase Right.





(f)           Unless
determined otherwise by the Committee, Stock Purchase Rights may not be sold,
pledged, assigned, hypothecated, transferred, or disposed of in any manner other
than by will or the laws of descent and distribution, and may be exercised
during the lifetime of the recipient, only by the recipient. If the Committee in
its sole discretion makes a Stock Purchase Right transferable, such Stock
Purchase Right may only be transferred (i) by will, (ii) by the laws of descent
and distribution, or (iii) to family members (within the meaning of Rule 701
under the Securities Act of 1933) through gifts or domestic relations orders, as
permitted by Rule 701 under the Securities Act of 1933.





Section
9.  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 any change in the corporate structure of the Company, including
the declaration of a stock dividend or through any recapitalization resulting in
a stock split, reverse stock split, reorganization, merger, consolidation,
split-up, spin-off, combination, repurchase or exchange of Shares, or an
extraordinary dividend or distribution, 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 (as set forth in Section 3(a)), so that the same
proportion of the Company’s issued and outstanding Shares shall continue to be
subject to being so optioned;





(ii)          appropriate
adjustment shall be made in the maximum number of Shares issuable to any
Eligible Person under Options granted in any one year (as set forth in Section
3(c)), so that the same proportion of the Company’s issued and outstanding
Shares shall continue to be subject to being so optioned in any one year;
and





(iii)         appropriate
adjustment shall be made in the number of Shares and the Exercise Price 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, provided that adjustment will be made in
accordance with applicable law, including Section 424(a) of the Internal Revenue
Code, if applicable.





(b)           Upon
the happening of a Change in Control, 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.


7




(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
10.  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
Internal Revenue Code).





Section 11.  Issuance of
Shares. No person shall be, or have any of the rights or privileges of, a
stockholder 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 Committee to be applicable to
the issuance of the Shares and are endorsed upon the Share
certificates.





Section 12.  Options for
10% Stockholder. 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 Internal
Revenue 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.


8




Section 13.  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) hereof; and (iii) shall not be subject to Section 12 hereof. 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.





Section
14.  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”); provided that the
Board may also act as the Committee at any time or from time to time. In
addition, if the Committee does not consist entirely of Outside Directors, a
“Disinterested Committee” shall be appointed by the Board and shall be composed
entirely of Outside Directors. In the event the Committee consists entirely of
Outside Directors, the Committee shall also serve as the “Disinterested
Committee” hereunder. The Disinterested Committee shall administer the Plan with
respect to all Eligible Persons who are “covered employees” under Internal
Revenue Code Section 162(m) or are subject to Rule 16b-3, and all members of the
Board 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 and, unless that
majority of the Board 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
requires a system of administration that is different from this Section 14, this
Section 14 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 9(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 Internal Revenue 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 14(c) shall be final and
conclusive.





(d)           Subject
to Section 17 hereof, 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 15.  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 or quotation systems as may be
required.





Section
16.  Miscellaneous.





(a)           The
Company shall, during the term of the Plan, at all times reserve and keep
available a number of Shares sufficient to satisfy the requirements of the
Plan.


9





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





(c)           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.





(d)           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.





(e)           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.





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





(g)           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, that 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.





(h)           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.





(i)           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.





(j)           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, the Disinterested Committee or the
Board.





(k)           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.





(l)           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.


10





(m)           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 16(m) or, if by courier, seventy-two (72) hours
after it is sent, addressed as described in this Section 16(m). 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.





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





(o)           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.





(p)           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.





(q)           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.





Section 17.  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 stockholder approval requirements promulgated under the
Internal Revenue Code, if applicable, or by the Commission or 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 or Section 9,
no amendment or suspension of the Plan or any Option issued to an Optionee
hereunder shall, except as specifically permitted in any such Option,
substantially impair such Option without the consent of such
Optionee.





Section 18.  Termination
Date. The Plan shall terminate on the tenth (10th) anniversary of the
effective date.





ORIGINALLY
ADOPTED BY THE BOARD: February 1, 2005





EFFECTIVE
DATE: February 1, 2005





AMENDED
AND RESTATED PLAN APPROVED BY COMPENSATION COMMITTEE: December 3,
2008








OVERHILL
FARMS, INC.




By:/s/ James
Rudis
 11