EXHIBIT
      10.1

    WITS
      BASIN PRECIOUS MINERALS INC. 

     

    2007
      STOCK INCENTIVE PLAN

     

    1.  Purpose.
      The
      purpose of the 2007 Stock Incentive Plan (the “Plan”)
      of
      Wits Basin Precious Minerals Inc. (the “Company”)
      is to
      increase stockholder value and to advance the interests of the Company by
      furnishing a variety of economic incentives (“Incentives'”)
      designed to attract, retain and motivate employees, certain key consultants
      and
      directors of the Company. Incentives may consist of opportunities to purchase
      or
      receive shares of Common Stock of the Company (“Common
      Stock”)
      or
      other incentive awards on terms determined under this Plan.

     

    2.  Administration.
      

     

    2.1.  Administration
      by Committee.
      The
      Plan shall be administered by the board of directors of the Company (the
“Board
      of Directors”)
      or by
      a stock option or compensation committee (the “Committee”)
      of the
      Board of Directors. The Committee shall consist of not less than two directors
      of the Company and shall be appointed from time to time by the Board of
      Directors. Each member of the Committee shall be (i) a “non-employee
      director” within the meaning of Rule 16b-3 of the Securities
      Exchange Act of 1934 (including the regulations promulgated thereunder, the
      “1934 Act”)
      (a
“Non-Employee
      Director”),
      and
      (ii)
      shall be an “outside director” within the meaning of Section 162(m) under the
      Internal Revenue Code of 1986, as amended (the “Code”)
      and
      the regulations promulgated thereunder. The Committee shall have complete
      authority to award Incentives under the Plan, to interpret the Plan, and to
      make
      any other determination which it believes necessary and advisable for the proper
      administration of the Plan. The Committee’s decisions and matters relating to
      the Plan shall be final and conclusive on the Company and its participants.
      If
      at any time there is no stock option or compensation committee, the term
“Committee”, as used in the Plan, shall refer to the Board of
      Directors.

     

    2.2.  Delegation
      of Authority.
      The
      Company's Chief Executive Officer may, on a discretionary basis and without
      Committee review or approval, grant options to purchase up to 5,000 shares
      each
      to new employees of the Company who are not officers of the Company. Such
      discretionary option grants shall not exceed 25,000 shares in total in any
      fiscal year. Subject to the foregoing limitations, the Chief Executive Officer
      shall determine from time to time (i) the new employees to whom grants will
      be
      made, (ii) the number of shares to be granted, and (iii) the terms and
      provisions of each option (which need not be identical).

     

    3.  Eligible
      Participants.
      Officers of the Company, employees of the Company or its subsidiaries, members
      of the Board of Directors, and consultants or other independent contractors
      who
      provide services to the Company or its subsidiaries shall be eligible to receive
      Incentives under the Plan when designated by the Committee. Participants may
      be
      designated individually or by groups or categories (for example, by pay grade)
      as the Committee deems appropriate. Participation by officers of the Company
      or
      its subsidiaries and any performance objectives relating to such officers must
      be approved by the Committee. Participation by others and any performance
      objectives relating to others may be approved by groups or categories (for
      example, by pay grade) and authority to designate participants who are not
      officers and to set or modify such targets may be delegated.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    4.  Types
      of Incentives.
      Incentives under the Plan may be granted in any one or a combination of the
      following forms: (a) incentive stock options and non-statutory stock options
      (Section 6);
      (b)
      stock appreciation rights (“SARs”) (Section 7);
      (c)
      stock awards (Section 8);
      (d)
      restricted stock and restricted stock units (Section 8);
      and
      (e) performance awards (Section 9).
      Subject to the specific limitations provided in this Plan, payment of Incentives
      may be in the form of cash, Common Stock or combinations thereof as the
      Committee shall determine, and with such other restrictions as it may
      impose.

     

    5.  Shares
      Subject to the Plan.

     

    5.1.  Number
      of Shares.
      Subject
      to adjustment as provided in Section 10.6,
      the
      number of shares of Common Stock which may be issued under the Plan shall not
      exceed 5,000,000 shares of Common Stock. Shares of Common Stock that are issued
      under the Plan or are subject to outstanding Incentives will be applied to
      reduce the maximum number of shares of Common Stock remaining available for
      issuance under the Plan. Any shares of Common Stock subject to SARs granted
      under this Plan shall be counted in full against the 5,000,000 share limit,
      regardless of the number of shares of Common Stock actually issued upon the
      exercise of such SARs.

     

    5.2.  Cancellation.
      In the
      event that a stock option or SAR granted hereunder expires or is terminated
      or
      canceled unexercised as to any shares of Common Stock, such shares may again
      be
      issued under the Plan either pursuant to stock options, SARs or otherwise.
      In
      the event that shares of Common Stock are issued as restricted stock or pursuant
      to a stock award and thereafter are forfeited or reacquired by the Company
      pursuant to rights reserved upon issuance thereof, such forfeited and reacquired
      shares may again be issued under the Plan, either as restricted stock, pursuant
      to stock awards or otherwise. The Committee may also determine to cancel, and
      agree to the cancellation of, Incentives in order to make a participant eligible
      for the grant of a Incentive at a lower exercise price than the incentive to
      be
      canceled.

     

    5.3.  Type
      of Common Stock.
      Common
      Stock issued under the Plan in connection with Incentives shall be authorized
      and unissued shares.

     

    5.4.  Limitation
      on Certain Grants.
      No
      person shall receive grants of stock options and SARs under the Plan that
      exceed, in the aggregate, 4,000,000 shares during any one fiscal year of the
      Company.

     

    6.  Stock
      Options.
      A stock
      option is a right to purchase shares of Common Stock from the Company. Each
      stock option granted by the Committee under this Plan shall be subject to the
      following terms and conditions:

     

    6.1.  Price.
      The
      option price per share shall be determined by the Committee, subject to
      adjustment under Section 10.6.
      Notwithstanding the foregoing sentence, except as permitted under Section
10.16,
      the
      option price per share shall not be less than the Fair Market Value of the
      Common Stock on the Date of Grant unless the stock option satisfies the
      provisions of Section 409A of the Code, including the rules and regulations
      thereunder (together, “Section
      409A”).

     


    
      
        
        

      

      
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    6.2.  Number.
      The
      number of shares of Common Stock subject to a stock option shall be determined
      by the Committee, subject to adjustment as provided in Section 10.6.
      The
      number of shares of Common Stock subject to a stock option shall be reduced
      in
      the same proportion that the holder thereof exercises a SAR if any SAR is
      granted in conjunction with or related to the stock option. Notwithstanding
      the
      foregoing, the limitation on grants under Section 5.4
      shall
      apply to grants of stock options under the Plan.

     

    6.3.  Duration
      and Time for Exercise.
      Subject
      to earlier termination as provided in Section 10.4,
      the
      term of each stock option shall be determined by the Committee but shall not
      exceed ten years and one day from the date of grant. Each stock option shall
      become exercisable at such time or times during its term as shall be determined
      by the Committee at the time of grant. The Committee may accelerate the
      exercisability of any stock option. Subject to the foregoing and with the
      approval of the Committee, all or any part of the shares of Common Stock with
      respect to which the right to purchase has accrued may be purchased by the
      Company at the time of such accrual or at any time or times thereafter during
      the term of the option.

     

    6.4.  Manner
      of Exercise.
      A stock
      option may be exercised, in whole or in part, by giving written notice to the
      Company, specifying the number of shares of Common Stock to be purchased and
      accompanied by the full purchase price for such shares. The option price shall
      be payable (a) in United States dollars upon exercise of the option and may
      be
      paid by cash, uncertified or certified check or bank draft; (b) unless otherwise
      provided in the option agreement, by delivery of shares of Common Stock in
      payment of all or any part of the option price, which shares shall be valued
      for
      this purpose at the Fair Market Value on the date such option is exercised;
      or
      (c) unless otherwise provided in the option agreement, by instructing the
      Company to withhold from the shares of Common Stock issuable upon exercise
      of
      the stock option shares of Common Stock in payment of all or any part of the
      exercise price and/or any related withholding tax obligations consistent with
      Section 10.8,
      which
      shares shall be valued for this purpose at the Fair Market Value or in such
      other manner as may be authorized from time to time by the Committee. Prior
      to
      the issuance of shares of Common Stock upon the exercise of a stock option,
      a
      participant shall have no rights as a stockholder.

     

    6.5.  Incentive
      Stock Options.
      Notwithstanding anything in the Plan to the contrary, the following additional
      provisions shall apply to the grant of stock options which are intended to
      qualify as Incentive Stock Options (as such term is defined in Section 422
      of
      the Code):

     

    (a)  The
      aggregate Fair Market Value (determined as of the time the option is granted)
      of
      the shares of Common Stock with respect to which Incentive Stock Options are
      exercisable for the first time by any participant during any calendar year
      (under all of the Company’s plans) shall not exceed $100,000. The determination
      will be made by taking incentive stock options into account in the order in
      which they were granted. If such excess only applies to a portion of an
      Incentive Stock Option, the Committee, in its discretion, will designate which
      shares will be treated as shares to be acquired upon exercise of an Incentive
      Stock Option.

     


    
      
        
        

      

      
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    (b)  Any
      option agreement for an Incentive Stock Option under the Plan shall contain
      such
      other provisions as the Committee shall deem advisable, but shall in all events
      be consistent with and contain all provisions required in order to qualify
      the
      options as Incentive Stock Options.

     

    (c)  All
      Incentive Stock Options must be granted within ten years from the earlier of
      the
      date on which this Plan was adopted by Board of Directors or the date this
      Plan
      was approved by the stockholders.

     

    (d)  Unless
      sooner exercised, all Incentive Stock Options shall expire no later than ten
      years after the date of grant.

     

    (e)  The
      option price for Incentive Stock Options shall be not less than the Fair Market
      Value of the Common Stock subject to the option on the date of
      grant.

     

    (f)  If
      Incentive Stock Options are granted to any participant who, at the time such
      option is granted, would own (within the meaning of Section 422 of the Code)
      stock possessing more than 10% of the total combined voting power of all classes
      of stock of the employer corporation or of its parent or subsidiary corporation,
      (i) the option price for such Incentive Stock Options shall be not less than
      110% of the Fair Market Value of the Common Stock subject to the option on
      the
      date of grant and (ii) such Incentive Stock Options shall expire no later than
      five years after the date of grant.

     

    7.  Stock
      Appreciation Rights.
      An SAR
      is a right to receive, without payment to the Company, a number of shares of
      Common Stock, the amount of which is determined pursuant to the formula set
      forth in Section 7.5.
      An SAR
      may be granted (a) with respect to any stock option granted under this Plan,
      either concurrently with the grant of such stock option or at such later time
      as
      determined by the Committee (as to all or any portion of the shares of Common
      Stock subject to the stock option), or (b) alone, without reference to any
      related stock option. Each SAR granted by the Committee under this Plan shall
      be
      subject to the following terms and conditions:

     

    7.1.  Price.
      The
      exercise price per share of any SAR granted without reference to a stock option
      shall be determined by the Committee, subject to adjustment under Section
10.6.
      Notwithstanding the foregoing sentence, except as permitted under Section
10.16,
      the
      exercise price per share shall not be less than the Fair Market Value of the
      Common Stock on the Date of Grant unless the SAR satisfies the provisions of
      Section 409A.

     

    7.2.  Number.
      Each
      SAR granted to any participant shall relate to such number of shares of Common
      Stock as shall be determined by the Committee, subject to adjustment as provided
      in Section 10.6.
      In the
      case of an SAR granted with respect to a stock option, the number of shares
      of
      Common Stock to which the SAR relates shall be reduced in the same proportion
      that the holder of the option exercises the related stock option.
      Notwithstanding the foregoing, the limitation on grants under Section
5.4
      shall
      apply to grants of SARs under the Plan. 

     


    
      
        
        

      

      
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    7.3.  Duration.
      Subject
      to earlier termination as provided in Section 10.4,
      the
      term of each SAR shall be determined by the Committee but shall not exceed
      ten
      years and one day from the date of grant. Unless otherwise provided by the
      Committee, each SAR shall become exercisable at such time or times, to such
      extent and upon such conditions as the stock option, if any, to which it relates
      is exercisable. The Committee may in its discretion accelerate the
      exercisability of any SAR.

     

    7.4.  Exercise.
      An SAR
      may be exercised, in whole or in part, by giving written notice to the Company,
      specifying the number of SARs which the holder wishes to exercise. Upon receipt
      of such written notice, the Company shall, within 90 days thereafter, deliver
      to
      the exercising holder certificates for the shares of Common Stock or cash or
      both, as determined by the Committee, to which the holder is entitled pursuant
      to Section 7.5.

     

    7.5.  Issuance
      of Shares Upon Exercise.
      The
      number of shares of Common Stock which shall be issuable upon the exercise
      of an
      SAR shall be determined by dividing:

     

    (a)  the
      number of shares of Common Stock as to which the SAR is exercised multiplied
      by
      the amount of the appreciation in such shares (for this purpose, the
“appreciation” shall be the amount by which the Fair Market Value of the shares
      of Common Stock subject to the SAR on the exercise date exceeds (1) in the
      case
      of an SAR related to a stock option, the purchase price of the shares of Common
      Stock under the stock option or (2) in the case of an SAR granted alone, without
      reference to a related stock option, an amount which shall be determined by
      the
      Committee at the time of grant, subject to adjustment under Section 10.6);
      by

     

    (b)  the
      Fair
      Market Value of a share of Common Stock on the exercise date.

     

    No
      fractional shares of Common Stock shall be issued upon the exercise of an SAR;
      instead, the holder of the SAR shall be entitled to receive a cash adjustment
      equal to the same fraction of the Fair Market Value of a share of Common Stock
      on the exercise date or to purchase the portion necessary to make a whole share
      at its Fair Market Value on the date of exercise.

    


    8.  Stock
      Awards, Restricted Stock and Restricted Stock Units.
      A stock
      award consists of the transfer by the Company to a participant of shares of
      Common Stock, without other payment therefor, as additional compensation for
      services to the Company. A share of restricted stock consists of shares of
      Common Stock which are sold or transferred by the Company to a participant
      at a
      price, if any, determined by the Committee and subject to restrictions on their
      sale or other transfer by the participant. A restricted stock unit is a right
      to
      receive one share of Common Stock at a future date that has been granted subject
      to terms and conditions, including a risk of forfeiture, established by the
      Committee. The transfer of Common Stock pursuant to stock awards and the
      transfer and sale of restricted stock shall be subject to the following terms
      and conditions:

     

    8.1.  Number
      of Shares.
      The
      number of shares to be transferred or sold by the Company to a participant
      pursuant to a stock award or restricted stock units or as restricted stock
      shall
      be determined by the Committee.

     

    8.2.  Sale
      Price.
      The
      Committee shall determine the price, if any, at which shares of restricted
      stock
      shall be sold to a participant, which may vary from time to time and among
      participants and which may be below the Fair Market Value of such shares of
      Common Stock at the date of sale.

     


    
      
        
        

      

      
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    8.3.  Restrictions.
      All
      shares of restricted stock transferred or sold by the Company hereunder shall
      be
      subject to such restrictions as the Committee may determine, including, without
      limitation any or all of the following:

     

    (a)  a
      prohibition against the sale, transfer, pledge or other encumbrance of the
      shares of restricted stock, such prohibition to lapse at such time or times
      as
      the Committee shall determine (whether in annual or more frequent installments,
      at the time of the death, disability or retirement of the holder of such shares,
      or otherwise);

     

    (b)  a
      requirement that the holder of shares of restricted stock forfeit, or (in the
      case of shares sold to a participant) resell back to the Company at his or
      her
      cost, all or a part of such shares in the event of termination of his or her
      employment or consulting engagement during any period in which such shares
      are
      subject to restrictions;

     

    (c)  such
      other conditions or restrictions as the Committee may deem
      advisable.

     

    8.4.  Restrictions.
      In
      order to enforce the restrictions imposed by the Committee pursuant to Section
      8.3,
      the
      participant receiving restricted stock shall enter into an agreement with the
      Company setting forth the conditions of the grant. Shares of restricted stock
      shall be registered in the name of the participant and deposited, together
      with
      a stock power endorsed in blank, with the Company. Each such certificate shall
      bear a legend that refers to the Plan and the restrictions imposed under the
      applicable agreement. The Committee may provide that no certificates
      representing restricted stock be issued until the restriction period is over
      and
      further 

     

    8.5.  End
      of
      Restrictions.
      Subject
      to Section 10.5,
      at the
      end of any time period during which the shares of restricted stock are subject
      to forfeiture and restrictions on transfer, such shares will be delivered free
      of all restrictions to the participant or to the participant's legal
      representative, beneficiary or heir.

     

    8.6.  Rights
      of Holders of Restricted Stock.
      Subject
      to the terms and conditions of the Plan, each participant receiving restricted
      stock shall have all the rights of a stockholder with respect to shares of
      stock
      during any period in which such shares are subject to forfeiture and
      restrictions on transfer, including without limitation, the right to vote such
      shares. 

     

    8.7.  Rights
      of Holders of Restricted Stock Units.
      Participants who receive restricted stock units shall have no rights as
      stockholders with respect to such restricted stock units until such time as
      share certificates for Common Stock are issued to the participants.

     

    9.  Performance
      Awards.
      A
      performance award is a right to either a number of shares of Common Stock
      (“performance
      shares”)
      or a
      cash amount (“performance
      units”)
      determined (in either case) in accordance with this Section 9
      based on
      the extent to which the applicable performance goals are achieved. A performance
      award shall be of no value to a participant unless and until earned in
      accordance with this Section 9.
      

     


    
      
        
        

      

      
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    9.1.  Establishment
      of Performance Goals.
      Performance goals applicable to a performance award shall be established by
      the
      Committee in its absolute discretion on or before the date of grant and not
      more
      than a reasonable period of time after the beginning of the relevant performance
      period. The Committee, in its sole discretion, may modify the performance goals
      if it determines that circumstances have changed and modification is required
      to
      reflect the original intent of the performance goals; provided, however, that
      no
      such change or modification may be made to the extent it increases the amount
      of
      compensation payable to any participant who is a "covered employee" within
      the
      meaning of Code Section 162(m).

     

    9.2.  Levels
      of Performance Required to Earn Performance Awards.
      At or
      about the same time that performance goals are established for a specific
      period, the Committee shall in its absolute discretion establish the percentage
      of the performance awards granted for such performance period which shall be
      earned by the participant for various levels of performance measured in relation
      to achievement of performance goals for such performance period. 

     

    9.3.  Other
      Restrictions.
      The
      Committee shall determine the terms and conditions applicable to any performance
      award, which may include restrictions on the delivery of Common Stock payable
      in
      connection with the performance award and restrictions that could result in
      the
      future forfeiture of all or part of any Common Stock earned. The Committee
      may
      provide that shares of Common Stock issued in connection with a performance
      award be held in escrow and/or legended. 

     

    9.4.  Notification
      to Participants.
      Promptly after the Committee has established or modified the performance goals
      with respect to a performance award, the participant shall be provided with
      written notice of the performance goals so established or modified.


     

    9.5.  Measurement
      of Performance Against Performance Goals.
      The
      Committee shall, as soon as practicable after the close of a performance period,
      determine: 

     

    (a)  the
      extent to which the performance goals for such performance period have been
      achieved; and 

     

    (b)  the
      percentage of the performance awards earned as a result. 

     

    These
      determinations shall be absolute and final as to the facts and conclusions
      therein made and be binding on all parties. Promptly after the Committee has
      made the foregoing determination, each participant who has earned performance
      awards shall be notified, in writing thereof. For all purposes of this Plan,
      notice shall be deemed to have been given the date action is taken by the
      Committee making the determination. Participants may not sell, transfer, pledge,
      exchange, hypothecate or otherwise dispose of all or any portion of their
      performance awards during the performance period, except that performance awards
      may be transferable by assignment by a participant to the extent provided in
      the
      applicable performance award agreement. 

     


    
      
        
        

      

      
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    9.6.  Treatment
      of Performance Awards Earned.
      Upon
      the Committee's determination that a percentage of any performance awards have
      been earned for a performance period, participants to whom such earned
      performance awards have been granted and who have been (or were) in the employ
      of the Company or a subsidiary thereof continuously from the date of grant,
      subject to the exceptions set forth at Section 9.9
      and
      Section 9.10
      hereof,
      shall be entitled, subject to the other conditions of this Plan, to payment
      in
      accordance with the terms and conditions of their performance awards. Such
      terms
      and conditions may permit or require that any applicable tax withholding be
      deducted from the amount payable. Performance awards shall under no
      circumstances become earned or have any value whatsoever for any participant
      who
      is not in the employ of the Company or its subsidiaries continuously during
      the
      entire performance period for which such performance award was granted, except
      as provided at Section 9.9
      or
      Section 9.10
      hereof. 

     

    9.7.  Distribution.
      Distributions payable pursuant to Section 9.6
      above
      shall be made as soon as practicable after the Committee determines the
      performance awards have been earned unless the provisions of Section
9.8
      hereof
      are applicable to a participant. 

     

    9.8.  Deferral
      of Receipt of Performance Award Distributions.
      With
      the consent of the Committee, a participant who has been granted a performance
      award may by compliance with the then applicable procedures under the Plan
      irrevocably elect in writing to defer receipt of all or any part of any
      distribution associated with that performance award. The terms and conditions
      of
      any such deferral, including but not limited to, the period of time for, and
      form of, election; the manner and method of payout; the plan and form in which
      the deferred amount shall be held; the interest equivalent or other payment
      that
      shall accrue pending its payout; and the use and form of dividend equivalents
      in
      respect of stock-based units resulting from such deferral, shall be as
      determined by the Committee. The Committee may, at any time and from time to
      time, but prospectively only except as hereinafter provided, amend, modify,
      change, suspend or cancel any and all of the rights, procedures, mechanics
      and
      timing parameters relating to such deferrals. In addition, the Committee may,
      in
      its sole discretion, accelerate the payout of such deferrals (and any earnings
      thereon), or any portion thereof, either in a lump sum or in a series of
      payments, but under the following conditions only: 

     

    (a)  the
      Federal tax statutes, regulations or interpretations are amended, modified,
      or
      otherwise changed or affected in such a manner as to adversely alter or modify
      the tax effect of such deferrals; or 

     

    (b)  the
      participant suffers or incurs an event that would qualify for a "withdrawal"
      of
      contributions that have not been accumulated for two years without adverse
      consequences on the tax status of a qualified profit-sharing or stock bonus
      plan
      under the Federal tax laws applicable from time to time to such types of plans.
      

     


    
      
        
        

      

      
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    9.9.  Non-Disqualifying
      Termination of Employment.
      Except
      for Section 9.10
      hereof,
      the only exceptions to the requirement of continuous employment during a
      performance period for performance award distribution are termination of a
      participant's employment by reason of death (in which event the performance
      award may be transferable by will or the laws of descent and distribution only
      to such participant's beneficiary designated to receive the performance award
      or
      to the participant's applicable legal representatives, heirs or legatees),
      total
      and permanent disability, with the consent of the Committee, normal or late
      retirement or early retirement, with the consent of the Committee, or transfer
      of an executive in a spin-off, with the consent of the Committee, occurring
      during the performance period applicable to the subject performance award.
      In
      such instance a distribution of the performance award shall be made, as of
      the
      end of the performance period, and 100% of the total performance award that
      would have been earned during the performance period shall be earned and paid
      out; provided, however, in a spin-off situation the Committee may set additional
      conditions, such as, without limiting the generality of the foregoing,
      continuous employment with the spin-off entity. If a participant's termination
      of employment does not meet the criteria set forth above, but the participant
      had at least 15 years of employment with the Company or a subsidiary or any
      combination thereof, the Committee may allow distribution of up to 100% of
      the
      total performance award for the performance period(s) in which the termination
      of employment occurred, subject to any conditions that the Committee shall
      determine. 

     

    9.10.  Change
      in Control.
      Unless
      otherwise set forth in the terms and conditions of the performance award, in
      the
      event of a Change in Control, a pro rata portion of all outstanding performance
      awards under the Plan shall be payable ten days after the Change in Control.
      The
      amount payable shall be determined by assuming that 100% of each performance
      award was earned, and by multiplying the earned amount by a fraction, the
      numerator of which shall be the number of months that have elapsed in the
      applicable Performance Period prior to the Change in Control and the denominator
      of which shall be the total number of months in the performance
      period.

     

    10.  General.

     

    10.1.  Effective
      Date.
      The
      Plan will become effective upon its approval by the Company's Board of
      Directors. 

     

    10.2.  Duration.
      The
      Plan shall remain in effect until all Incentives granted under the Plan have
      either been satisfied by the issuance of shares of Common Stock or the payment
      of cash or been terminated under the terms of the Plan and all restrictions
      imposed on shares of Common Stock in connection with their issuance under the
      Plan have lapsed. No Incentives may be granted under the Plan after the tenth
      anniversary of the Effective Date of the Plan. 

     

    10.3.  Limited
      Transferability of Incentives.
      No
      Incentive may be transferred, pledged or assigned by the holder thereof (except,
      in the event of the holder's death, by will or the laws of descent and
      distribution to the limited extent provided in the Plan or the Incentive);
      the
      Company shall not be required to recognize any attempted assignment of such
      rights by any participant; and the rights and interest of a Participant or
      any
      Beneficiary under the Plan may not be assigned or transferred, hypothecated
      or
      encumbered in whole or in part either directly or by operation of law or
      otherwise, including, but not by way of limitation, execution, levy,
      garnishment, attachment, pledge, bankruptcy or in any other manner, and no
      such
      right or interest of any Participant or Beneficiary in the Plan shall be subject
      to any obligation or liability of such Participant or Beneficiary.
      Notwithstanding the preceding sentence, the following transfers and exercises
      of
      Incentives are permitted under this Plan:

     


    
      
        
        

      

      
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    (a)  stock
      options or SARs may be transferred by the holder thereof to Employee’s spouse,
      children, grandchildren or parents (collectively, the “Family Members”), to
      trusts for the benefit of Family Members, or to partnerships or limited
      liability companies in which Family Members are the only partners or
      shareholders;
      

     

    or

     

    (b)  any
      stock
      options or SARs held by a participant may be assigned by court order to the
      participant’s former spouse in connection with a dissolution of their marriage,
      but only if the Committee determines, in its sole discretion, that the order
      satisfies such requirements of a “qualified domestic relations order” as are set
      forth in paragraphs (1) through (3) of Section 414(p) of the Internal Revenue
      Code of 1986, as amended (the “Code”), as if the Plan were a plan described in
      Code Section 401(a)(13). The federal income and payroll taxation of any
      Incentives assigned as provided in the preceding sentence shall be governed
      by
      the Code, Revenue Rulings 2002-22 and 2004-60 (as applicable), or any other
      applicable guidance published by the Internal Revenue Service or the Department
      of the Treasury. 

     

    (c)  During
      a
      participant’s lifetime, a stock option or SAR may be exercised only by him or
      her, by his or her guardian or legal representative or by any of the transferees
      permitted by the preceding two paragraphs (a) and (b).

     

    10.4.  Effect
      of Termination or Death.
      In the
      event that a participant ceases to be an employee of or consultant to the
      Company for any reason, including death or disability, any Incentives may be
      exercised or shall expire at such times as may be set forth in the agreement,
      if
      any, applicable to the Incentive, or otherwise as determined by the
      Committee.

     

    10.5.  Restrictions
      under Securities Laws.
      Notwithstanding anything in this Plan to the contrary: (a) the Company may,
      if
      it shall determine it necessary or desirable for any reason, at the time of
      award of any Incentive or the issuance of any shares of Common Stock pursuant
      to
      any Incentive, require the recipient of the Incentive, as a condition to the
      receipt thereof or to the receipt of shares of Common Stock issued pursuant
      thereto, to deliver to the Company a written representation of present intention
      to acquire the Incentive or the shares of Common Stock issued pursuant thereto
      for his or her own account for investment and not for distribution; and (b)
      if
      at any time the Company further determines, in its sole discretion, that the
      listing, registration or qualification (or any updating of any such document)
      of
      any Incentive or the shares of Common Stock issuable pursuant thereto is
      necessary on any securities exchange or under any federal or state securities
      or
      blue sky law, or that the consent or approval of any governmental regulatory
      body is necessary or desirable as a condition of, or in connection with the
      award of any Incentive, the issuance of shares of Common Stock pursuant thereto,
      or the removal of any restrictions imposed on such shares, such Incentive shall
      not be awarded or such shares of Common Stock shall not be issued or such
      restrictions shall not be removed, as the case may be, in whole or in part,
      unless such listing, registration, qualification, consent or approval shall
      have
      been effected or obtained free of any conditions not acceptable to the
      Company.

     


    
      
        
        

      

      
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    10.6.  Adjustment.
      In the
      event of any recapitalization, stock dividend, stock split, combination of
      shares or other change in the Common Stock, the number of shares of Common
      Stock
      then subject to the Plan, including shares subject to outstanding Incentives,
      and the other numbers of shares of Common Stock provided in the Plan, shall
      be
      adjusted in proportion to the change in outstanding shares of Common Stock.
      In
      the event of any such adjustments, the purchase price of any option, the
      performance objectives of any Incentive, and the shares of Common Stock issuable
      pursuant to any Incentive shall be adjusted as and to the extent appropriate,
      in
      the discretion of the Committee, to provide participants with the same relative
      rights before and after such adjustment.

     

    10.7.  Incentive
      Plans and Agreements.
      Except
      in the case of stock awards, the terms of each Incentive shall be stated in
      a
      plan or agreement approved by the Committee. The Committee may also determine
      to
      enter into agreements with holders of options to reclassify or convert certain
      outstanding options, within the terms of the Plan, as Incentive Stock Options
      or
      as non-statutory stock options and in order to eliminate SARs with respect
      to
      all or part of such options and any other previously issued options. The
      Committee shall communicate the key terms of each award to the participant
      promptly after the Committee approves the grant of such award.

     

    10.8.  Withholding.

     

    (a)  The
      Company shall have the right to withhold from any payments made under the Plan
      or to collect as a condition of payment, any taxes required by law to be
      withheld. At any time when a participant is required to pay to the Company
      an
      amount required to be withheld under applicable income tax laws in connection
      with a distribution of Common Stock or upon exercise of an option or SAR or
      upon
      vesting of restricted stock, the participant may satisfy this obligation in
      whole or in part by electing (the “Election”) to have the Company withhold, from
      the distribution or from such shares of restricted stock, shares of Common
      Stock
      having a value up to the minimum amount of withholding taxes required to be
      collected on the transaction. The value of the shares to be withheld shall
      be
      based on the Fair Market Value of the Common Stock on the date that the amount
      of tax to be withheld shall be determined (“Tax Date”).

     

    (b)  Each
      Election must be made prior to the Tax Date. The Committee may disapprove of
      any
      Election, may suspend or terminate the right to make Elections, or may provide
      with respect to any Incentive that the right to make Elections shall not apply
      to such Incentive. An Election is irrevocable.

     

    10.9.  No
      Continued Employment, Engagement or Right to Corporate Assets.
      No
      participant under the Plan shall have any right, because of his or her
      participation, to continue in the employ of the Company for any period of time
      or to any right to continue his or her present or any other rate of
      compensation. Nothing contained in the Plan shall be construed as giving an
      employee, a consultant, such persons' beneficiaries or any other person any
      equity or interests of any kind in the assets of the Company or creating a
      trust
      of any kind or a fiduciary relationship of any kind between the Company and
      any
      such person.

     

    10.10.  Payments
      Under Incentives.
      Payment
      of cash or distribution of any shares of Common Stock to which a participant
      is
      entitled under any Incentive shall be made as provided in the Incentive. Except
      as permitted under Section 10.16,
      payments and distributions may not be deferred under any Incentive unless the
      deferral complies with the requirements of Section 409A.

     


    
      
        
        

      

      
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    10.11.  Amendment
      of the Plan.
      The
      Board may amend or discontinue the Plan at any time. However, no such amendment
      or discontinuance shall adversely change or impair, without the consent of
      the
      recipient, an Incentive previously granted. 

     

    10.12.  Amendment
      of Agreements for Incentives.
      Except
      as otherwise provided in this Section 10.12,
      the
      terms of an existing Incentive may be amended by agreement between the Committee
      and the participant. Notwithstanding the foregoing sentence, in the case of
      a
      stock option or SAR, except as permitted under Section 10.16,
      no such
      amendment shall (a) extend the maximum period during which such Incentive may
      be
      exercised, either by extending the term of the Incentive or by extending the
      exercise period following termination of employment or any other applicable
      event, or (b) reduce the exercise price per share below the Fair Market Value
      of
      the Common Stock on the date the Incentive was granted, unless, in either case,
      the deferral complies with the requirements of Section 409A.

     

    10.13.  Sale,
      Merger, Exchange or Liquidation.
      Unless
      otherwise provided in the agreement for an Incentive, in the event of an
      acquisition of the Company through the sale of substantially all of the
      Company's assets or through a merger, exchange, reorganization or liquidation
      of
      the Company or a similar event as determined by the Committee (collectively
      a
“transaction”), the Committee shall be authorized, in its sole discretion, to
      take any and all action it deems equitable under the circumstances, including
      but not limited to any one or more of the following:

     

    (1)  providing
      that the Plan and all Incentives shall terminate and the holders of (i) all
      outstanding vested options shall receive, in lieu of any shares of Common Stock
      they would be entitled to receive under such options, such stock, securities
      or
      assets, including cash, as would have been paid to such participants if their
      options had been exercised and such participant had received Common Stock
      immediately prior to such transaction (with appropriate adjustment for the
      exercise price, if any), (ii) performance shares and/or SARs that entitle the
      participant to receive Common Stock shall receive, in lieu of any shares of
      Common Stock each participant was entitled to receive as of the date of the
      transaction pursuant to the terms of such Incentive, if any, such stock,
      securities or assets, including cash, as would have been paid to such
      participant if such Common Stock had been issued to and held by the participant
      immediately prior to such transaction, and (iii) any Incentive under this
      Agreement which does not entitle the participant to receive Common Stock shall
      be equitably treated as determined by the Committee. 

     

    (2)  providing
      that participants holding outstanding vested Common Stock based Incentives
      shall
      receive, with respect to each share of Common Stock issuable pursuant to such
      Incentives as of the effective date of any such transaction, at the
      determination of the Committee, cash, securities or other property, or any
      combination thereof, in an amount equal to the excess, if any, of the Fair
      Market Value of such Common Stock on a date within ten days prior to the
      effective date of such transaction over the option price or other amount owed
      by
      a participant, if any, and that such Incentives shall be cancelled, including
      the cancellation without consideration of all options that have an exercise
      price below the per share value of the consideration received by the Company
      in
      the transaction. 

     


    
      
        
        

      

      
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    (3)  providing
      that the Plan (or replacement plan) shall continue with respect to Incentives
      not cancelled or terminated as of the effective date of such transaction and
      provide to participants holding such Incentives the right to earn their
      respective Incentives on a substantially equivalent basis (taking into account
      the transaction and the number of shares or other equity issued by such
      successor entity) with respect to the equity of the entity succeeding the
      Company by reason of such transaction.

     

    (4)  providing
      that all unvested, unearned or restricted Incentives, including but not limited
      to restricted stock for which restrictions have not lapsed as of the effective
      date of such transaction, shall be void and deemed terminated, or, in the
      alternative, for the acceleration or waiver of any vesting, earning or
      restrictions on any Incentive.

     

    The
      Board
      may restrict the rights of participants or the applicability of this Section
      10.12
      to the
      extent necessary to comply with Section 16(b) of the Securities Exchange Act
      of
      1934, the Internal Revenue Code or any other applicable law or regulation.
      The
      grant of an Incentive award pursuant to the Plan shall not limit in any way
      the
      right or power of the Company to make adjustments, reclassifications,
      reorganizations or changes of its capital or business structure or to merge,
      exchange or consolidate or to dissolve, liquidate, sell or transfer all or
      any
      part of its business or assets. 

    


    10.14.  Definition
      of Fair Market Value.
      For
      purposes of this Plan, the “Fair Market Value” of a share of Common Stock at a
      specified date shall, unless otherwise expressly provided in this Plan, be
      the
      amount which the Committee determines in good faith to be 100% of the fair
      market value of such a share as of the date in question. Notwithstanding the
      foregoing: 

     

    (1)
      If
      such shares are listed on a U.S. securities exchange or are quoted on the Nasdaq
      National Market or Nasdaq Capital Market (“Nasdaq”), then Fair Market Value
      shall be determined by reference to the last sale price of a share of Common
      Stock on such U.S. securities exchange or Nasdaq on the applicable date. If
      such
      U.S. securities exchange or Nasdaq is closed for trading on such date, or if
      the
      Common Stock does not trade on such date, then the last sale price used shall
      be
      the one on the date the Common Stock last traded on such U.S. securities
      exchange or Nasdaq.

     

    (2)
      If
      such shares are publicly traded but are not listed on a U.S. securities exchange
      or quoted on Nasdaq, then Fair Market Value shall be determined by reference
      to
      the trading price of a shares of Common Stock on such date (or, if the
      applicable market is closed on such date, the last date on which the Common
      Stock was publicly traded), by a method consistently applied by the Committee.
      

     

    (3)
      If
      such shares are not publicly traded, then the Committee’s determination will be
      based upon a good faith valuation of the Company’s Common Stock as of such date,
      which shall be based upon such factors as the Committee deems appropriate and
      shall be accomplished in a manner consistently applied to Incentives under
      the
      Plan. 

     

    10.15.  Definition
      of Grant Date.
      For
      purposes of this Plan, the “Grant Date” of an Incentive shall be the date on
      which the Committee approved the award or, if later, the date on which (1)
      the
      participant is no longer able to negotiate the terms of the award and (2) it
      is
      expected that the key terms of the award will be communicated within a
      relatively short period of time.

     


    
      
        
        

      

      
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    10.16.  Compliance
      with Section 409A.
      The
      Plan and the agreement for each Incentive shall be interpreted and administered
      so as to be exempt from the requirements of Section 409A or to comply with
      such
      requirements. Notwithstanding the foregoing, Incentives may be awarded or
      amended in a manner which does not comply with Section 409A, but only if and
      to
      the extent that the Committee specifically provides in written resolutions
      that
      the Incentive or amendment is not intended to comply with Section
      409A. 

     

    10.17.  Prior
      Plans.
      Notwithstanding the adoption of this Plan by the Board and its approval by
      the
      stockholders, the Company’s 1999 Stock Option Plan, as it has been amended from
      time to time (the “1999
      Plan”),
      shall
      remain in effect, and all grants and awards made under the 1999 Plan shall
      be
      governed by the terms of that plan. The Committee may make any additional grants
      under the 1999 Plan.

     

    


    Approved
      by the Board of Directors on March 9, 2007.

    


    


    
      
        
        

      

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