Exhibit 4.8





















































CHARDAN
2008 CHINA ACQUISITION CORP.





2009
EQUITY INCENTIVE PLAN















Table of
Contents


PageI GENERAL
      PROVISIONS
            
            
            11.1
            
            Establishment
            
            
            11.2
            
            Purpose
            
            
            11.3
            
            Definitions
            
            
            11.4
            
            Administration
            
            
            71.5
            
            Participants
            
            
            81.6
            
            Shares
            
            
            81.7
            
            Repricing
            
            
            91.8
            
            Code Section
      409A
            
            
            91.9
            
            Indemnification
            
            
            10II SHARE
      OPTIONS
            
            
            102.1
            
            Grant of
      Options
            
            
            102.2
            
            Incentive
      Share Options
            
            
            102.3
            
            Option
      Price
            
            
            112.4
            
            Payment for
      Option Shares
            
            
            11III SHARE
      APPRECIATION RIGHTS
            
            
            123.1
            
            Grant of Share
      Appreciation Rights
            
            
            123.2
            
            Exercise
      Price
            
            
            123.3
            
            Exercise of
      Share Appreciation Rights
            
            
            123.4
            
            Share
      Appreciation Right Entitlement
            
            
            123.5
            
            Maximum Share
      Appreciation Right Amount Per Share
            
            
            12IV RESTRICTED
      SHARES AND UNITS
            
            
            134.1
            
            Grant of
      Restricted Shares and Restricted Share Units
            
            
            134.2
            
            Restricted
      Share Agreement
            
            
            134.3
            
            Transferability
            
            
            134.4
            
            Other
      Restrictions
            
            
            134.5
            
            Voting
      Rights
            
            
            144.6
            
            Dividends and
      Dividend Equivalents
            
            
            144.7
            
            Settlement of
      Restricted Share Units
            
            
            14V PERFORMANCE
      AWARDS
            
            
            155.1
            
            Grant of
      Performance Awards
            
            
            155.2
            
            Terms of
      Performance Awards
            
            
            15










Table
of Contents






PageVI INCENTIVE
      AWARDS
            
            
            166.1
            
            Grant of
      Incentive Awards
            
            
            166.2
            
            Payment of
      Incentive Awards
            
            
            16VII CODE
      SECTION 162(m) PERFORMANCE MEASURE AWARDS
            
            
            167.1
            
            Awards Granted
      Under Code Section 162(m)
            
            
            167.2
            
            Attainment of
      Code Section 162(m) Goals
            
            
            177.3
            
            Individual
      Participant Limitations
            
            
            17VIII DIRECTOR
      SHARE PURCHASE RIGHTS
            
            
            188.1
            
            Eligibility
            
            
            188.2
            
            Elections
            
            
            188.3
            
            Purchase
      Price
            
            
            188.4
            
            Termination of
      Services
            
            
            188.5
            
            Non-Assignability
            
            
            188.6
            
            Adjustments
            
            
            188.7
            
            Rule 16b-3
      Requirements
            
            
            198.8
            
            Delivery of
      Shares; Rights Prior to Delivery of Shares
            
            
            19IX TERMINATION
      OF EMPLOYMENT OR SERVICES
            
            
            199.1
            
            Options and
      Share Appreciation Rights
            
            
            199.2
            
            Restricted
      Shares and Restricted Share Units
            
            
            209.3
            
            Performance
      Awards
            
            
            219.4
            
            Incentive
      Awards
            
            
            219.5
            
            Other
      Provisions
            
            
            21X ADJUSTMENTS
      AND CHANGE IN CONTROL
            
            
            2210.1
            
            Adjustments
            
            
            2210.2
            
            Change in
      Control
            
            
            25XI MISCELLANEOUS
            
            
            2611.1
            
            Partial
      Exercise/Fractional Shares
            
            
            2611.2
            
            Rights Prior
      to Issuance of Shares
            
            
            2611.3
            
            Non-Assignability;
      Certificate Legend; Removal
            
            
            2711.4
            
            Securities
      Laws
            
            
            2811.5
            
            Withholding
      Taxes
            
            
            2811.6
            
            Termination
      and Amendment
            
            
            2911.7
            
            Effect on
      Employment or Services
            
            
            2911.8
            
            Use of
      Proceeds
            
            
            2911.9
            
            Repurchase
      Rights
            
            
            2911.10
            
            Severability
            
            
            3011.11
            
            Beneficiary
      Designation
            
            
            3011.12
            
            Unfunded
      Obligation
            
            
            3011.13
            
            Approval of
      Plan
            
            
            3011.14
            
            Governing
      Law
            
            
            31










CHARDAN
2008 CHINA ACQUISITION CORP.





2009
EQUITY INCENTIVE PLAN


(Effective
January 11, 2010)





I           GENERAL
PROVISIONS




1.1  Establishment.  On
December 10, 2009, the Board of Directors ("Board") of Chardan 2008 China
Acquisition Corp. ("Corporation") adopted the Chardan 2008 China Acquisition
Corp. 2009 Equity Incentive Plan (“Plan”).  The Plan was approved by
shareholders at the Corporation's Shareholder Meeting on January 11,
2010.




1.2  Purpose.  The purpose of
the Plan is to (a) promote the best interests of the Corporation and its
shareholders by encouraging Employees, Directors and Consultants of the
Corporation and its Subsidiaries to acquire an ownership interest in the
Corporation through the granting of share-based Awards, thus identifying their
interests with those of shareholders, and (b) enhance the ability of the
Corporation to attract and retain qualified Employees, Directors and
Consultants.  It is the further purpose of the Plan to permit the
granting of Awards that will constitute performance based compensation, as
described in Code Section 162(m) and regulations promulgated
thereunder.




1.3  Definitions.  As used in this
Plan, the following terms have the meaning described below:




(a)  “Affiliate” means a person
that directly, or indirectly through one or more intermediaries, controls, or is
controlled by, or is under common control with, the person
specified.




(b)  “Agreement” means the written
document that sets forth the terms of a Participant's Award.




(c)  “Award”means any form
of Option, Share Appreciation Right, Restricted Share, Restricted Share Unit,
Performance Award, Incentive Award, Director Share Purchase Right or other
incentive award granted under the Plan.




(d)  “Board” means the Board of
Directors of the Corporation.




(e)  “Change in Control” shall be
deemed to have occurred upon the occurrence of any of the following
events:




(i)  A merger
involving the Corporation in which the Corporation is not the surviving company
if, following the merger, the shareholders of the Corporation immediately prior
to the merger do not own more than fifty percent (50%) of the voting power of
the surviving company;




1


(ii)  A share
exchange in which the shareholders of the Corporation exchange their shares in
the Corporation for shares of another corporation, provided, that such share
exchange shall result in the exchange of more than fifty percent (50%) of the
total Fair Market Value or total voting power of the Corporation’s shares
outstanding before such share exchange for shares of another corporation, if,
following the share exchange, the shareholders of the Corporation immediately
prior to the share exchange do not own more than fifty percent (50%) of the
total voting power of such other corporation following the share
exchange;




(iii)  A sale of
all or substantially all of the assets of the Corporation, except to an
Affiliate or Subsidiary, in which case the Affiliate or Subsidiary shall
thereafter be deemed to be the Corporation for purposes of the definition of
“Change in Control”, and except if, following the sale, the shareholders of the
Corporation immediately prior to the sale own more than fifty percent (50%) of
the voting power, directly or indirectly, of the acquiring company;




(iv)  Any
person or group of persons (as defined in Section 13(d) of the Securities
Exchange Act of 1934, as amended) (other than officers or directors of the
Corporation, or any employee benefit plan or employee benefit trust benefiting
the employees of the Corporation) becoming a beneficial owner, directly or
indirectly, of securities of Corporation representing more than fifty percent
(50%) of either the total Fair Market Value of the Corporation’s securities, or
the combined voting power of Corporation’s then outstanding voting
securities;




(v)  A merger
or share exchange involving either DAL Group, LLC or DJS Processing, LLC, if (a)
following the transaction, DAL Group, LLC or DJS Processing, LLC is no longer an
Affiliate or Subsidiary of the Corporation and (b), following the transaction,
the shareholders of the Corporation immediately prior to the transaction do not
own more than fifty percent (50%) of the voting power, directly or indirectly,
of the surviving or acquiring company;




(vi)  A sale by
either DAL Group, LLC or DJS Processing, LLC of all or substantially all of its
assets, except to an Affiliate or Subsidiary, in which case the Affiliate or
Subsidiary shall thereafter be deemed to be either DAL Group, LLC or DJS
Processing, LLC for purposes of the definition of “Change in Control”, if,
following the sale, the shareholders of the Corporation immediately prior to the
sale do not own more than fifty percent (50%) of the voting power, directly or
indirectly, of the acquiring company; or




(vii)  Either
DAL Group, LLC or DJS Processing, LLC is no longer an Affiliate or Subsidiary of
the Corporation, if, following the applicable transaction, the shareholders of
the Corporation immediately prior to such transaction do not own more than fifty
percent (50%) of the voting power, directly or indirectly, of the company that
owns such entity.




2


Notwithstanding
any other provision in this Plan, to the extent that any payment subject to Code
Section 409A is payable on a Change in Control, an event shall not be considered
to be a Change in Control under the Plan with respect to such payment unless
such event is also a “change in ownership,” a “change in effective control” or a
“change in the ownership of a substantial portion of the assets” of the
Corporation, DAL Group, LLC or DJS Processing, LLC within the meaning of Code
Section 409A.




(f)  “Code” means the United
States Internal Revenue Code of 1986, as amended.




(g)  “Code Section 409A” means Code
Section 409A and applicable guidance issued thereunder.




(h)  “Code Section 457A” means Code
Section 457A and applicable guidance issued thereunder.




(i)  “Committee”means the
compensation committee of the Board, or any other committee or sub-committee of
the Board, designated by the Board from time to time, comprised solely of two or
more Directors who are (i) "non-employee directors " (within the meaning of Rule
16b-3 promulgated under the Exchange Act); (ii) "outside directors" (within the
meaning of Code Section 162(m)); and (iii) “independent directors” for purposes
of the rules and regulations of the Stock Exchange (if
applicable).  However, the fact that a Committee member shall fail to
qualify under any of these requirements shall not invalidate any Award made by
the Committee, if the Award is otherwise validly made under the
Plan.  The members of the Committee shall be appointed by, and may be
changed at any time and from time to time, at the discretion of the
Board.




(j)  “Common Shares” means the
Corporation's authorized ordinary shares.




(k)  “Consultant” means (i) a
person engaged to provide consulting or advisory services (other than as an
Employee or member of the Board) to the Corporation or Subsidiary, provided,
that the identity of such person, the nature of such services or the entity to
which such services are provided would not preclude the Corporation from
offering or selling securities to such person pursuant to the Plan in reliance
on a Form S-8 Registration Statement under the Securities Act (“S-8 Eligible”)
and (ii) an employee of any law firm that is a party to a services agreement
with the Corporation or its Subsidiaries pursuant to which the Corporation or
its Subsidiaries provide non-legal processing services to the law firm, whether
or not such employee is S-8 Eligible; provided that such law firm employee
provides services to the Corporation or its Subsidiaries and, provided further,
solely with respect to an Option Award or Share Appreciation Right Award, the
law firm employee is providing “direct services” (as described in Treas. Reg.
Section 1.409A-1(b)(5)(iii)(E)(1)) to the Corporation or its
Subsidiaries.




3


(l)  “Corporation”means Chardan
2008 China Acquisition Corp., a British Virgin Islands business company
incorporated with limited liability, or any successor hereto.




(m)  “DAL Group, LLC” means DAL
Group, LLC, a limited liability company organized under the laws of the State of
Delaware.




(n)  “Director” means an individual
who has been elected or appointed to serve as a Director of the Corporation or
any Subsidiary.




(o)  “Director Fee Payment Date”
shall mean each March 1, June 1, September 1 and December 1.




(p)  “Director Share Purchase Right”means the entitlement of a Director to elect to purchase Common Shares in
accordance with Article VIII of the Plan.




(q)  “Disability” means total and
permanent disability, as defined in Code Section 22(e); provided, however, that
for purposes of a distribution event subject to Code Section 409A, “Disability”
shall be defined under Code Section 409A.




(r)  “Dividend Equivalent” means a
credit, made at the discretion of the Committee or as otherwise provided by the
Plan, to the account of a Participant in an amount equal to the cash dividend
paid on one share of Common Shares for each Common Share represented by an Award
held by such Participant.  Dividend Equivalents shall not be paid on
Option or Share Appreciation Right Awards.




(s)  “DJS Processing, LLC”means
DJS Processing, LLC, a limited liability company organized under the laws of the
State of Delaware.




(t)  “Employee” means any person
treated as an employee (including an officer or a member of the Board who is
also treated as an employee) in the records of the Corporation or Subsidiary
and, with respect to any Incentive Share Option, granted to such person, who is
an employee of the Corporation or its Subsidiary for purposes of Section 422 of
the Code; provided,
however, that neither
service as a member of the Board nor payment of a director’s fee shall be
sufficient to constitute employment for purposes of the Plan.  The
Committee shall determine in good faith and in the exercise of its discretion
whether an individual has become or has ceased to be an Employee and the
effective date of such individual’s employment or termination of employment, as
the case may be.  For purposes of an individual’s rights, if any,
under the Plan as of the time of the Committee’s determination, all such
determinations by the Committee shall be final, binding and conclusive,
notwithstanding that the Committee or any court of law or governmental agency
subsequently makes a contrary determination.




(u)  “Exchange Act” means the
United States Securities Exchange Act of 1934, as amended from time to time and
any successor thereto.




4


(v)  “Fair Market Value” means for
purposes of determining the value of Common Shares on the Grant Date, the Stock
Exchange closing price of the Corporation's Common Shares for the Grant
Date.  In the event that there are no Common Share transactions on
such date, the Fair Market Value shall be determined as of the immediately
preceding date on which there were Common Share transactions.  Unless
otherwise specified in the Plan, "Fair Market Value" for purposes of determining
the value of Common Shares on the date of exercise means the Stock Exchange
closing price of the Corporation's Common Shares on the last date preceding the
exercise on which there were Common Share transactions.  If on the
Grant Date, the Common Shares are not listed on a national or regional Stock
Exchange or market system, the Fair Market Value of Common Shares shall be as
determined by the Board in good faith and subject to compliance with Section
409A of the Code.




(w)  “Grant Date”means the date on
which the Committee authorizes an Option, Share Appreciation Right, Restricted
Share, Restricted Share Unit, Performance Award, Incentive Award or, in the case of a Director Share
Purchase Right, a Director Fee Payment Date,or such later date as shall
be designated by the Committee.




(x)  “Incentive Award”means a
grant pursuant to Article VI of the Plan.




(y)  “Incentive Share Option” means
an Option that is intended to meet the requirements of Section 422 of the
Code.




(z)  “Nonqualified Share
Option” means an Option that is not an Incentive Share
Option.




(aa)  “Option” means either an
Incentive Share Option or a Nonqualified Share Option.




(bb)  “Parent” means any present or
future “parent corporation” of the Corporation, as defined in Section 424(e) of
the Code.




(cc)  “Participant”means an
Employee (including an Employee who is a Director), non-employee Director or
Consultant who is designated by the Committee to participate in the
Plan.




(dd)  “Performance Award” means any
Award of Performance Shares or Performance Units granted pursuant to Article
V.




(ee)  “Performance Measures”means
the measures of performance of the Corporation and its Subsidiaries used to
determine a Participant’s entitlement to an Award under the
Plan.  Performance Measures shall have the same meanings as used in
the Corporation’s financial statements, or, if such terms are not used in the
Corporation’s financial statements, they shall have the meaning applied pursuant
to generally accepted accounting principles, or as used generally in the
Corporation’s industry.  Performance measures shall be calculated with
respect to the Corporation and each Subsidiary consolidated therewith for
financial reporting purposes or such division or other business unit as may be
selected by the Committee.  For purposes of the Plan, the Performance
Measures shall be calculated in accordance with generally accepted accounting
principles, but, unless otherwise determined by the Committee, prior to the
accrual or payment of any Award under this Plan for the same performance period
and excluding the effect (whether positive or negative) of any change in
accounting standards or any extraordinary, unusual or nonrecurring item, as
determined by the Committee, occurring after the establishment of the
performance goals.  Performance Measures shall be one or more of the
following, or a combination of any of the following, as determined by the
Committee:




5


·
            earnings
      (as measured by net income, operating income, operating income before
      interest, EBIT, EBITA, EBITDA, pre-tax income, or cash earnings, or
      earnings as adjusted by excluding one or more components of earnings,
      including each of the above on a per share and/or segment
      basis);




·
            revenues/net
      revenues;




·
            return
      on net sales (as measured by net income, operating income, operating
      income before interest, EBIT, EBITA, EBITDA, pre-tax income, operating
      cash flow or cash earnings as a percentage of net
  sales);




·
            revenue
      growth;




·
            cash
      flow;




·
            operating
      cash flow;




·
            free
      cash flow;




·
            discounted
      cash flow;




·
            working
      capital;




·
            market
      capitalization;




·
            cash
      return on investment – CRI;




·
            return
      on capital;




·
            return
      on cost of capital;




·
            shareholder
      value;




·
            return
      on equity;




·
            total
      shareholder return;




·
            return
      on investment;




·
            economic
      value added;




·
            return
      on assets/net assets;




6


·
            share
      trading multiples (as measured vs. investment, net income, operating
      income, operating income before interest, EBIT, EBITA, EBITDA, pre-tax
      income, cash earnings or operating cash
flow);




·
            share
      price;




·
            attainment
      of strategic or operational
initiatives.




(ff)  “Performance Share” means any
grant pursuant to Article V and Section 5.2(b)(i).




(gg)  “Performance Unit” means any
grant pursuant to Article V and Section 5.2(b)(ii).




(hh)  “Plan” means the Chardan 2008
China Acquisition Corp. 2009 Equity Incentive Plan, the terms of which are set
forth herein, and any amendments thereto.




(ii)  “Restriction Period” means the
period of time during which a Participant's Restricted Share or Restricted Share
Unit is subject to restrictions and is nontransferable.




(jj)  “Restricted Share”means
Common Shares granted pursuant to Article IV that is subject to a Restriction
Period.




(kk)  “Restricted Share Unit” means
a right granted pursuant to Article IV to receive Restricted Shares or an
equivalent value in cash.




(ll)  “Retirement”means termination
of employment on or after the attainment of age 65.




(mm)  “S-8 Eligible” is defined in
the definition of Consultant.




(nn)  “Securities Act”means the
United States Securities Act of 1933, as amended.




(oo)  “Series A Preferred Shares”
means the Corporation’s authorized Series A preferred shares.




(pp)  “Share Appreciation
Right” means the right to receive a cash or Common Share payment from the
Corporation, in accordance with Article III of the Plan.




(qq)  “Stock Exchange” means the
principal national securities exchange on which the Common Shares are listed for
trading, or, if the Common Shares are not listed for trading on a national
securities exchange, such other recognized trading market or quotation system
upon which the largest number of Common Shares has been traded in the aggregate
during the last 20 days before a Grant Date, or date on which an Option is
exercised, whichever is applicable.




7


(rr)  “Subsidiary”means any entity,
whether or not incorporated, in an unbroken chain of entities beginning with the
Corporation where each entity other than the last entity in the unbroken chain
owns stock or other equity interests in one of the other entities in the
unbroken chain possessing fifty percent (50%) or more of the combined voting
power of all of the other entity’s outstanding stock or other interests that
vote generally in the election of the other entity’s directors or other
governing body.




(ss)  “Substitute Awards” shall mean
Awards granted or shares issued by the Corporation in assumption of, or in
substitution or exchange for, awards previously granted, or the right or
obligation to make future awards, by a company acquired by the Corporation or
any Subsidiary or with which the Corporation or any Subsidiary
combines.




(tt)  “Tandem Share Appreciation Right”means a Share Appreciation Right granted in tandem with an
Option.




(uu)  “Vested” or “Vesting” means the extent to
which an Award granted or issued hereunder has become exercisable or any
applicable Restriction Period has terminated or lapsed in accordance with the
Plan and the terms of any respective Agreement pursuant to which such Award was
granted or issued or has become payable in whole or in part due to the
satisfaction of performance goal(s) set forth in any respective Agreement
pursuant to such Award was granted or issued.




1.4  Administration.




(a)  The Plan
shall be administered by the Committee.  The Committee shall interpret
the Plan, prescribe, amend, and rescind rules and regulations relating to the
Plan, and make all other determinations necessary or advisable for its
administration.  The decision of the Committee on any question
concerning the interpretation of the Plan or its administration with respect to
any Award granted under the Plan shall be final and binding upon all
Participants.  No member of the Committee shall be liable for any
action or determination made in good faith with respect to the Plan or any Award
hereunder.




(b)  In
addition to any other powers set forth in the Plan and subject to the provisions
of the Plan, but, in the case of Awards designated as Awards under Code Section
162(m), subject to the requirements of Code Section 162(m), the Committee shall
have the full and final power and authority, in its discretion to:




(i)  amend,
modify, or cancel any Award or to waive any restrictions or conditions
applicable to any Award or any shares acquired pursuant thereto;




(ii)  subject
to Code Section 409A and, to the extent applicable, Code Section 457A,
accelerate, continue, or defer the exercisability or Vesting of any Award or any
shares acquired pursuant thereto;




8


(iii)  authorize,
in conjunction with any applicable deferred compensation plan of the
Corporation, that the receipt of cash or Common Shares subject to any Award
under this Plan may be deferred under the terms and conditions of such deferred
compensation plan; and




(iv)  establish
such other Awards, besides those specifically enumerated in the Plan, which the
Committee determines are consistent with the Plan’s purposes.




(c)  To the
extent permitted by applicable law, the Committee may delegate to an officer of
the Corporation, subject to such terms and limitations as the Committee shall
determine and the requirements under Code Section 409A and, to the extent
applicable, Code Section 457A, the authority to grant Awards to, or to cancel,
modify, waive rights with respect to, alter, discontinue or terminate any of the
foregoing, held by Participants who are not officers or Directors of the
Corporation for purposes of Section 16 of the Exchange Act; provided, however,that (i)
the exercise price per share of each such Option or Share Appreciation Right
shall be equal to the Fair Market Value per share on the Grant Date, and (ii)
each such Award shall be subject to the terms and conditions of the appropriate
standard form of Agreement approved by the Committee and shall conform to the
provisions of the Plan and such other guidelines as shall be established from
time to time by the Committee.




1.5  Participants.  Participants in
the Plan shall be such Employees (including Employees who are Directors),
non-employee Directors and Consultants of the Corporation and its Subsidiaries
as the Committee in its sole discretion may select from time to
time.  The Committee may grant Awards to an individual upon the
condition that the individual become an Employee of the Corporation or a
Subsidiary, provided that the Award shall be deemed to be granted only on the
date that the individual becomes an Employee.




1.6  Shares.




(a)  The
Corporation has reserved 1,570,000 of Common Shares for issuance pursuant to
share-based Awards (all of which may be granted as Incentive Share Options)
under the Plan.  All provisions in this Section 1.6 shall be adjusted,
as applicable, in accordance with Article X.




(b)  If any
shares subject to an Award are forfeited, cancelled, expire or otherwise
terminate without issuance of such shares, or any Award is settled for cash or
otherwise does not result in the issuance of all or a portion of the shares
subject to such Award, the shares shall, to the extent of such forfeiture,
cancellation, expiration, termination, cash settlement or non-issuance, again be
available for Awards under the Plan.




(c)  In the
event that (i) any Option, other Award granted hereunder is exercised through
the tendering of shares or by the withholding of shares by the Corporation, or
(ii) withholding tax liabilities arising from such Option, other Award are
satisfied by the tendering of shares or by the withholding of shares by the
Corporation, then only the number of shares issued net of the shares tendered or
withheld shall be counted for purposes of determining the maximum number of
shares available for issuance under the Plan.




9


(d)  In the
event that a company acquired by the Corporation or any Subsidiary or with which
the Corporation or any Subsidiary combines has shares available under a
pre-existing plan approved by shareholders and not adopted in contemplation of
such acquisition or combination, the shares available for grant pursuant to the
terms of such pre-existing plan (as adjusted, to the extent appropriate, using
the exchange ratio or other adjustment or valuation ratio or formula used in
such acquisition or combination to determine the consideration payable to the
holders of Common Shares of the entities party to such acquisition or
combination) may be used for Awards under the Plan and shall not reduce the
Shares authorized for issuance under the Plan; provided that Awards using such
available shares shall not be made after the date awards or grants could have
been made under the terms of the pre-existing plan, absent the acquisition or
combination, and shall only be made to individuals who were not Employees or
Directors or any affiliate of the Corporation or its Subsidiaries prior to such
acquisition or combination.




1.7  Repricing.  Without the
affirmative vote of holders of a majority of the Common Shares and Series A
Preferred Shares, if any is outstanding, voting as though the Series A Preferred
Shares had been converted into Common Shares, cast in person or by proxy at a
meeting of the shareholders of the Corporation at which a quorum representing a
majority of all such outstanding shares is present or represented by proxy,
neither the Board nor the Committee shall approve a program providing for (a)
the cancellation of outstanding Options and/or Share Appreciation Rights and the
grant in substitution therefore of any new Options and/or Share Appreciation
Rights under the Plan having a lower exercise price than the Fair Market Value
of the underlying Common Shares on the original Grant Date, (b) the amendment of
outstanding Options and/or Share Appreciation Rights to reduce the exercise
price thereof below the Fair Market Value of the underlying Common Shares on the
original Grant Date, or (c) the exchange of outstanding Options or Share
Appreciation Rights for cash or other Awards if the exercise price per share of
such Option or Share Appreciation Right is less than the Fair Market Value per
share as of the date of the exchange.  This paragraph shall not be
construed to apply to “issuing or assuming a stock option in a transaction to
which section 424(a) applies,” within the meaning of Section 424 of the
Code.




1.8  Code
Section 409A and Code Section 457A.




(a)  It is
intended that Awards granted under the Plan shall be exempt from or in
compliance with Code Section 409A, and the provisions of the Plan are to be
construed accordingly.  However, unless specified otherwise herein, in
no event shall the Corporation or Subsidiary be responsible for any tax or
penalty owed by a Participant or Beneficiary with regard to Award
payments.  Notwithstanding anything in the Plan to the contrary, all
or part of an Award payment to a Participant who is determined to constitute a
Code Section 409A “Specified Employee” at the time of separation from service,
shall be delayed (if then required) under Code Section 409A, and paid in an
aggregated lump sum on the first day of the seventh month following the
Participant’s separation from service, or the date of the Participant’s death,
if earlier.  Any remaining payments shall be paid on their regularly
scheduled payment dates.




10


(b)  To the
extent Code Section 457A is applicable, it is intended that Awards granted under
the Plan shall be exempt from or in compliance with Code Section 457A, and the
provisions of the Plan are to be construed accordingly.  However,
unless specified otherwise herein, in no event shall the Corporation or
Subsidiary be responsible for any tax or penalty owed by a Participant or
Beneficiary with regard to Award payments.




1.9  Indemnification.To the maximum extent
permitted by applicable laws, each member of the Committee (including officers
of the Corporation, if applicable), or of the Board, as applicable, shall be
indemnified and held harmless by the Corporation against and from (i) any loss,
cost, liability, or expense that may be imposed upon or reasonably incurred by
him or her in connection with or resulting from any claim, action, suit, or
proceeding to which he or she may be a party or in which he or she may be
involved by reason of any action taken or failure to act under the Plan or
pursuant to the terms and conditions of any Award except for actions or failures
to act taken in bad faith, and (ii) any and all amounts paid by him or her in
settlement thereof, with the Corporation’s approval, or paid by him or her in
satisfaction of any judgment in any such claim, action, suit, or proceeding
against him or her, provided that such member shall give the Corporation an
opportunity, at its own expense, to handle and defend any such claim, action,
suit or proceeding before he or she undertakes to handle and defend it on his or
her own behalf.  The foregoing right of indemnification shall not be
exclusive of any other rights of indemnification to which such persons may be
entitled under the Corporation’s Amended and Restated Memorandum and
Articlesof
Association, by contract, as a matter of law, or otherwise, or under any other
power that the Corporation may have to indemnify or hold harmless each such
person.




II           SHARE
OPTIONS




2.1  Grant of
Options.  The Committee, at
any time and from time to time, subject to the terms and conditions of the Plan,
may grant Options to such Participants and for such number of Common Shares as
it shall designate.  Any Participant may hold more than one Option
under the Plan and any other plan of the Corporation or
Subsidiary.  The Committee shall determine the general terms and
conditions of exercise which shall be set forth in a Participant's
Agreement.  No Option granted hereunder may be exercised after the
tenth anniversary of the Grant Date.  The Committee may designate any
Option granted as either an Incentive Share Option or a Nonqualified Share
Option, or the Committee may designate a portion of an Option as an Incentive
Share Option or a Nonqualified Share Option.  At the discretion of the
Committee, an Option may be granted in tandem with a Share Appreciation
Right.  Unless otherwise provided in a Participant’s Agreement,
Options are intended to satisfy the requirements of Code Section 162(m) and the
regulations promulgated thereunder, to the extent applicable.




11


2.2  Incentive
Share Options.  Any Option
intended to constitute an Incentive Share Option shall comply with the
requirements of this Section 2.2.  An Incentive Share Option only may
be granted to an Employee.  No Incentive Share Option shall be granted
with an exercise price below the Fair Market Value of Common Shares on the Grant
Date nor with an exercise term that extends beyond ten (10) years from the Grant
Date.  An Incentive Share Option shall not be granted to any
Participant who owns (within the meaning of Code Section 424(d)) shares of the
Corporation or any Subsidiary possessing more than 10% of the total combined
voting power of all classes of shares of the Corporation or a Subsidiary unless,
at the Grant Date, the exercise price for the Option is at least 110% of the
Fair Market Value of the shares subject to the Option and the Option, by its
terms, is not exercisable more than five (5) years after the Grant
Date.  The aggregate Fair Market Value of the underlying Common Shares
(determined at the Grant Date) as to which Incentive Share Options granted under
the Plan (including a plan of a Subsidiary) may first be exercised by a
Participant in any one calendar year shall not exceed $100,000.  To
the extent that an Option intended to constitute an Incentive Share Option shall
violate the foregoing $100,000 limitation (or any other limitation set forth in
Code Section 422), the portion of the Option that exceeds the $100,000
limitation (or violates any other Code Section 422 limitation) shall be deemed
to constitute a Nonqualified Share Option.




2.3  Option
Price.  The Committee
shall determine the per share exercise price for each Option granted under the
Plan.  No Option shall have an exercise price below 100% of the Fair
Market Value of Common Shares on the Grant Date.




2.4  Payment for Option
Shares.




(a)  The
purchase price of Common Shares to be acquired upon exercise of an Option
granted hereunder shall be paid in full in cash or by personal check, bank draft
or money order at the time of exercise; provided, however, that in lieu of such
form of payment, unless otherwise provided in a Participant’s Agreement, payment
may be made by (i) delivery to the Corporation of outstanding Common Shares on
such terms and conditions as may be specified in the Participant’s Agreement;
(ii) by delivery to the Corporation of a properly executed exercise notice,
acceptable to the Corporation, together with irrevocable instructions to the
Participant’s broker to deliver to the Corporation sufficient cash to pay the
exercise price and any applicable income and employment withholding taxes, in
accordance with a written agreement between the Corporation and the brokerage
firm; (iii) delivery of other consideration approved by the Committee having a
Fair Market Value on the exercise date equal to the total purchase price; (iv)
other means determined by the Committee; or (v) any combination of the
foregoing.  Common Shares surrendered upon exercise shall be valued at
the Stock Exchange closing price for the Corporation's Common Shares on the day
prior to exercise, and the certificate(s) for such shares, duly endorsed for
transfer or accompanied by appropriate share powers, shall be surrendered to the
Corporation.




(b)  Notwithstanding
the foregoing, an Option may not be exercised by delivery to or withholding by
the Corporation of Common Shares to the extent that such delivery or withholding
(i) would constitute a violation of the provisions of any law or regulation
(including the Sarbanes-Oxley Act of 2002), or (ii) if there is a substantial
likelihood that the use of such form of payment would result in adverse
accounting treatment to the Corporation under generally accepted accounting
principles.  Until a Participant has been issued a certificate or
certificates for the Common Shares so purchased (or the book entry representing
such shares has been made and such shares have been deposited with the
appropriate registered book-entry custodian), he or she shall possess no rights
as a record holder with respect to any such shares.




12


III           SHARE APPRECIATION
RIGHTS




3.1  Grant of
Share Appreciation Rights.  Share
Appreciation Rights may be granted, held and exercised in such form and upon
such general terms and conditions as determined by the Committee on an
individual basis.  A Share Appreciation Right may be granted to a
Participant with respect to such number of Common Shares of the Corporation as
the Committee may determine.  A Share Appreciation Right may be
granted on a stand-alone basis or as a Tandem Share Appreciation
Right.  If granted as a Tandem Share Appreciation Right, the number of
shares covered by the Share Appreciation Right shall not exceed the number of
shares which the Participant could purchase upon the exercise of the related
Option.  Unless otherwise provided in a Participant’s Agreement, Share
Appreciation Rights are intended to satisfy the requirements of Code Section
162(m) and the regulations promulgated thereunder, to the extent
applicable.  No Share Appreciation Right shall be granted with an
exercise term that extends beyond ten (10) years from the Grant
Date.




3.2  Exercise
Price.  The Committee
shall determine the per share exercise price for each Share Appreciation Right
granted under the Plan; provided, however, that (a) the exercise price of a
Share Appreciation Right shall not be less than 100% of the Fair Market Value of
the Common Shares covered by the Share Appreciation Right on the Grant Date; and
(b) the per share exercise price subject to a Tandem Share Appreciation Right
shall be the per share exercise price under the related Option.




3.3  Exercise
of Share Appreciation Rights.  A Share
Appreciation Right shall be deemed exercised upon receipt by the Corporation of
written notice of exercise from the Participant.  A Tandem Share
Appreciation Right shall be exercisable only at such times and in such amounts
as the related Option may be exercised.  Upon the exercise of a Tandem
Share Appreciation Right with respect to some or all of the shares subject to
such Share Appreciation Right, the related Option shall be cancelled
automatically as to the number of shares with respect to which the Tandem Share
Appreciation Right was exercised.  Upon the exercise of an Option
related to a Tandem Share Appreciation Right as to some or all of the shares
subject to such Option, the related Tandem Share Appreciation Right shall be
cancelled automatically as to the number of shares with respect to which the
related Option was exercised.




3.4  Share
Appreciation Right Entitlement.




(a)  Upon
exercise of a stand-alone Share Appreciation Right, a Participant shall be
entitled to payment from the Corporation in shares, of an amount equal to the
difference between (i) the aggregate Fair Market Value on the exercise date for
the specified number of shares being exercised, and (ii) the aggregate exercise
price for the specified number of shares being exercised.  The
foregoing notwithstanding, if it is determined that the Share Appreciation Right
is not subject to Code Section 457A, payments may be made in cash or partly in
shares or cash (as determined by the Committee in accordance with any applicable
terms of the Agreement).




13


(b)  If the
Share Appreciation Right is granted in tandem with an Option, the payment shall
be equal to the difference between (i) the Fair Market Value of the number of
shares subject to the Share Appreciation Right on the exercise date, and (ii)
the Option price of the associated Option multiplied by the number of shares
available under the Option.




3.5  Maximum
Share Appreciation Right Amount Per Share.  The Committee
may, at its sole discretion, establish (at the time of grant) a maximum amount
per share which shall be payable upon the exercise of a Share Appreciation
Right, expressed as a dollar amount or as a percentage or multiple of the
exercise price of a related Option.




IV           RESTRICTED SHARES AND
UNITS




4.1  Grant of
Restricted Shares and Restricted Share Units.  Subject to the
terms and conditions of the Plan, the Committee, at any time and from time to
time, may grant Restricted Shares and Restricted Share Units under the Plan to
such Participants and in such amounts as it shall determine.




4.2  Restricted
Share Agreement.  Each grant of
Restricted Shares or Restricted Share Units shall be evidenced by an Agreement
that shall specify the terms of the restrictions, including the Restriction
Period, or periods, the number of Common Shares subject to the grant, or units,
the purchase price for the Restricted Shares, if any, the form of consideration
that may be used to pay the purchase price of the Restricted Shares, including
those specified in Section 2.4, and such other general terms and conditions,
including performance goals, as the Committee shall determine.




4.3  Transferability.  Except as
provided in this Article IV and Section 11.3 of the Plan, the Common Shares
subject to an Award of Restricted Shares or Restricted Share Units granted
hereunder may not be transferred, pledged, assigned, or otherwise alienated or
hypothecated until the termination of the applicable Restriction Period or for
such period of time as shall be established by the Committee and specified in
the applicable Agreement, or upon the earlier satisfaction of other conditions
as specified by the Committee in its sole discretion and as set forth in the
applicable Agreement.




4.4  Other
Restrictions.  The Committee
shall impose such other restrictions on any Common Shares subject to an Award of
Restricted Shares or Restricted Share Units under the Plan as it may deem
advisable including, without limitation, restrictions under applicable Federal
or State securities laws, and the issuance of a legended certificate of Common
Shares representing such shares to give appropriate notice of such restrictions
(or, if issued in book entry form, a notation with similar restrictive effect
with respect to the book entry representing such shares).  The
Committee shall have the discretion to waive the applicable Restriction Period
with respect to all or any part of the Common Shares subject to an Award of
Restricted Shares or Restricted Share Units that has not been granted under Code
Section 162(m).




14


4.5  Voting
Rights.  During the
Restriction Period, Participants holding issued and outstanding Common Shares
subject to a Restricted Share Award may exercise full voting rights with respect
to the Restricted Shares, whether or not such Award has Vested.




4.6  Dividends
and Dividend Equivalents.




(a)  Except as
set forth below or in a Participant’s Agreement, during the Restriction Period,
a Participant shall be entitled to receive all dividends and other distributions
paid with respect to issued and outstanding Common Shares subject to an Award of
Restricted Shares, whether or not such Award has Vested.  If any
dividends or distributions are paid in shares during the Restriction Period
applicable to an Award of Restricted Shares, the dividend or other distribution
shares shall be subject to the same restrictions on transferability as the
Common Shares with respect to which they were paid.




(b)  The
Committee, in its discretion, may provide in the Agreement evidencing any
Restricted Share Unit that the Participant shall be entitled to receive Dividend
Equivalents with respect to the payment of cash dividends on Common Shares
having a record date prior to the date on which Restricted Share Units held by
such Participant are settled.  Such Dividend Equivalents, if any,
shall be paid by crediting the Participant with additional whole Restricted
Share Units as of the date of payment of such cash dividends on Common
Shares.  The number of additional Restricted Share Units (rounded to
the nearest whole number) to be so credited shall be determined by dividing (i)
the amount of cash dividends paid on such date with respect to the number of
Common Shares represented by the Restricted Share Units previously credited to
the Participant, by (ii) the Fair Market Value per Common Share on such
date.  Such additional Restricted Share Units shall be subject to the
same terms and conditions and shall be settled in the same manner and at the
same time (or as soon thereafter as practicable) as the Restricted Share Units
originally subject to the Award.  In the event of a dividend or
distribution paid in Common Shares or any other adjustment made upon a change in
the capital structure of the Corporation as described in Article X, appropriate
adjustments shall be made in the Participant’s Restricted Share Unit so that it
represents the right to receive upon settlement any and all new, substituted or
additional securities or other property (other than normal cash dividends) to
which the Participant would be entitled by reason of the Common Shares issuable
upon settlement of the Restricted Share Unit, and all such new, substituted or
additional securities or other property shall be immediately subject to the same
restrictions as are applicable to the Restricted Share Unit.




15


(c)  To the
extent that Code Section 457A applies to a Dividend Equivalent, such Dividend
Equivalent shall be paid on a date no later than the last day of the 12th
month (or such later date as Code Section 457A provides) following the end of
the tax year of the entity for whom the Participant is directly providing
services (if the Participant is providing direct services to multiple entities,
the end of the tax year of such entity which is the earliest) during which the
right to the Dividend Equivalent for the first time is no longer subject to a
“substantial risk of forfeiture” (as defined under Code Section
457A).




4.7  Settlement
of Restricted Share Units.  If a Restricted
Share Unit is payable in Common Shares, the Corporation shall issue to a
Participant on the date on which Restricted Share Units subject to the
Participant’s Award Vest or on such other date determined by the Committee, in
its discretion, and set forth in the Agreement, one (1) Common Share and/or any
other new, substituted or additional securities or other property pursuant to an
adjustment described in Section 10.1 for each Restricted Share Unit then
becoming Vested or otherwise to be settled on such date, subject to the
withholding of applicable taxes.  Notwithstanding any other provision
in this Plan to the contrary, any Restricted Share Unit, whether settled in
Common Shares, cash or other property, shall be paid no later than the fifteenth
day of the third month following the later of the end of (i) the calendar year,
or (ii) the fiscal year of the Corporation or the Subsidiary for which the
Participant performs services (to the extent that the Participant performs
services for the Corporation and/or one or more Subsidiary, the fiscal year of
such entity which ends the earliest), in which the Restricted Share Unit is
first no longer subject to a "substantial risk of forfeiture" (as defined under
Code Section 409A); provided that, if earlier and it is determined that the
Restricted Stock Unit is subject to Code Section 457A, any Restricted Share Unit
shall be paid on a date no later than the last day of the 12th
month (or such later date as Code Section 457A provides) following the end of
the tax year of the entity for whom the Participant is directly providing
services (if the Participant is providing direct services to multiple entities,
the end of the tax year of such entity which is the earliest) during which the
right to the Restricted Stock Unit for the first time is no longer subject to a
“substantial risk of forfeiture” (as defined under Code Section
457A).




V           PERFORMANCE
AWARDS




5.1  Grant of
Performance Awards.  The Committee, at
its discretion, may grant Performance Awards to Participants and may determine,
on an individual or group basis, the performance goals to be attained pursuant
to each Performance Award.




5.2  Terms of
Performance Awards.




(a)  Performance
Awards shall consist of rights to receive cash, Common Shares, other property or
a combination of each, if designated performance goals are
achieved.  The terms of a Participant's Performance Award shall be set
forth in a Participant’s individual Agreement.  Each Agreement shall
specify the performance goals, which may include the Performance Measures,
applicable to a particular Participant or group of Participants, the period over
which the targeted goals are to be attained, the payment schedule if the goals
are attained, and any other general terms as the Committee shall determine and
conditions applicable to an individual Performance Award.  The
Committee, at its discretion, may waive all or part of the conditions, goals and
restrictions applicable to the receipt of full or partial payment of a
Performance Award that has not been granted pursuant to Code Section
162(m).




16


(b)  Performance
Awards may be granted as Performance Shares or Performance Units, at the
discretion of the Committee.




(i)  In the
case of Performance Shares, the Participant shall receive a legended certificate
of Common Share, restricted from transfer prior to the satisfaction of the
designated performance goals and restrictions (or shares may be issued in book
entry from with a notation having similar restrictive effect with respect to the
book entry representing such shares), as determined by the Committee and
specified in the Participant’s Agreement.  Prior to satisfaction of
the performance goals and restrictions, the Participant shall be entitled to
vote the Performance Shares to the extent such shares are issued and
outstanding.  Further, any dividends paid on such shares during the
performance period automatically shall be reinvested on behalf of the
Participant in additional Performance Shares under the Plan, and such additional
shares shall be subject to the same performance goals and restrictions as the
other shares under the Performance Share Award.




(ii)  In the
case of Performance Units, the Participant shall receive an Agreement from the
Committee that specifies the performance goals and restrictions that must be
satisfied before the Corporation shall issue the payment, which may be cash, a
designated number of Common Shares, other property or a combination
thereof.




(c)  Payment
of a Performance Award shall be paid no later than the fifteenth day of the
third month following the later of the end of (i) the calendar year, or (ii) the
fiscal year of the Corporation or the Subsidiary for which the Participant
performs services (to the extent that the Participant performs services for the
Corporation and/or one or more Subsidiary, the fiscal year of such entity which
ends the earliest), in which the Performance Award is first no longer subject to
a "substantial risk of forfeiture" (as defined under Code Section 409A);
provided that, if earlier and it is determined that the Performance Award is
subject to Code Section 457A, any Performance Award shall be paid on a date no
later than the last day of the 12th
month (or such later date as Code Section 457A provides) following the end of
the tax year of the entity for whom the Participant is directly providing
services (if the Participant is providing direct services to multiple entities,
the end of the tax year of such entity which is the earliest) during which the
right to the Performance Award for the first time is no longer subject to a
“substantial risk of forfeiture” (as defined under Code Section
457A).  17


VI           INCENTIVE
AWARDS




6.1  Grant of
Incentive Awards.




(a)  The
Committee, at its discretion, may grant Incentive Awards to such Participants as
it may designate from time to time.  The terms of a Participant’s
Incentive Award shall be set forth in the Participant’s individual
Agreement.  Each Agreement shall specify such general terms and
conditions as the Committee shall determine.




(b)  The
determination of Incentive Awards may be based upon criteria determined by the
Committee, including the attainment of specified levels of Corporation and/or
Subsidiary performance as measured by pre-established, objective performance
criteria determined at the discretion of the Committee, including any or all of
the Performance Measures.




(c)  The
Committee shall (i) select those Participants who shall be eligible to receive
an Incentive Award, (ii) determine the measurement or performance period, (iii)
determine target levels of performance, if any, and, if applicable, (iv)
determine the level of Incentive Award to be paid to each selected Participant
upon the achievement of each performance level.  The Committee
generally shall make the foregoing determinations prior to the commencement of
services to which an Incentive Award relates (or within the permissible
time-period established under Code Section 162(m)), to the extent applicable,
and while the outcome of the performance goals and targets, if any, are
uncertain.




6.2  Payment
of Incentive Awards.




(a)  Incentive
Awards shall be paid in cash, Common Shares or other property, at the discretion
of the Committee.  Payments shall be made following a determination by
the Committee that the performance targets were attained or following the end of
a measurement period, but not later than the fifteenth day of the third month
following the later of the end of (i) the calendar year, or (ii) the fiscal year
of the Corporation or the Subsidiary for which the Participant performs services
(to the extent that the Participant performs services for the Corporation and/or
one or more Subsidiary, the fiscal year of such entity which ends the earliest),
in which the Incentive Award is first no longer subject to a "substantial risk
of forfeiture" (as defined under Code Section 409A); provided that, if earlier
and it is determined that the Incentive Award is subject to Code Section 457A,
any Incentive Award shall be paid on a date no later than the last day of the
12th
month (or such later date as Code Section 457A provides) following the end of
the tax year of the entity for whom the Participant is directly providing
services (if the Participant is providing direct services to multiple entities,
the end of the tax year of such entity which is the earliest) during which the
right to the Incentive Award for the first time is no longer subject to a
“substantial risk of forfeiture” (as defined under Code Section
457A).




18


(b)  The
amount of an Incentive Award to be paid upon the attainment of each targeted
level of performance, if any, shall equal a percentage of a Participant's base
salary for the fiscal year, a fixed dollar amount, or such other formula, as
determined by the Committee.




VII           CODE SECTION 162(m)
PERFORMANCE MEASURE AWARDS




7.1  Awards
Granted Under Code Section 162(m).    The Committee,
at its discretion, may designate that a Restricted Share, Restricted Share Unit,
Performance Share, Performance Unit or Incentive Award shall be granted pursuant
to Code Section 162(m).  Such an Award must comply with the following
additional requirements, which shall control over any other provision that
pertains to such Award under Articles IV, V and VI.




(a)  Each Code
Section 162(m) Award shall be based upon the attainment of specified levels of
pre-established, objective Performance Measures that are intended to satisfy the
performance based compensation requirements of Code Section 162(m) and the
regulations promulgated thereunder.  Further, at the discretion of the
Committee, an Award also may be subject to goals and restrictions in addition to
the Performance Measures.




(b)  For each
Code Section 162(m) Award, the Committee shall (i) select the Participant who
shall be eligible to receive a Code Section 162(m) Award, (ii) determine the
applicable performance period, (iii) determine the target levels of the
Corporation or Subsidiary Performance Measures, and (iv) determine the number of
Common Shares or cash or other property (or combination thereof) subject to an
Award to be paid to each selected Participant.  The Committee shall
make the foregoing determinations prior to the commencement of services to which
an Award relates (or within the permissible time period established under Code
Section 162(m)) and while the outcome of the performance goals and targets is
uncertain.




7.2  Attainment
of Code Section 162(m) Goals.




(a)  After
each performance period, the Committee shall certify, in writing:
(i)  if the Corporation has attained the performance targets, and (ii)
the number of shares pursuant to the Award that are to become freely
transferable, if applicable, or the cash or other property payable under the
Award.  The Committee shall have no discretion to waive all or part of
the conditions, goals and restrictions applicable to the receipt of full or
partial payment of an Award except in the case of the death or Disability of a
Participant.




(b)  Notwithstanding
the foregoing, the Committee may, in its discretion, reduce any Award based on
such factors as may be determined by the Committee, including, without
limitation, a determination by the Committee that such a reduction is
appropriate in light of pay practices of competitors, or the performance of the
Corporation, a Subsidiary, or a Participant relative to the performance of
competitors, or performance with respect to the Corporation’s strategic business
goals.




19


7.3  Individual
Participant Limitations.  Subject to
adjustment as provided in Section 10.1, no Participant in any one fiscal year of
the Corporation may be granted (a) Options or Share Appreciation Rights with
respect to more than 300,000 Common Shares; (b) Restricted Shares or Restricted
Share Units that are denominated in Common Shares with respect to more than
300,000 shares; (c) Performance Awards that are denominated in Common Shares
with respect to more than 300,000 shares; and (d) an Incentive Award denominated
in Common Shares with respect to more than 300,000 shares.  The
maximum dollar value payable to any Participant in any one fiscal year of the
Corporation with respect to Restricted Share Units, Performance Awards or
Incentive Awards that are valued in property other than Common Shares is the
lesser of $1,000,000 or three times the Participant’s base salary for the fiscal
year.  If an Award is cancelled, the cancelled Award shall continue to
be counted towards the applicable limitations.




VIII           DIRECTOR SHARE PURCHASE
RIGHTS




8.1  Eligibility.  A
Director may elect to purchase Common Shares under the Plan using all or a
portion of his or her cash fees received for services as a director for which
the Director has not yet received payment (including but not limited to,
quarterly retainer and Board/Committee meeting fees).




8.2  Elections.  Elections to
purchase Common Shares under the Plan in lieu of cash compensation may be
submitted to the Corporation annually, prior to the end of December of each
calendar year or such other period established by the Committee.  An
election shall cover director cash compensation payable in the next calendar
year.




8.3  Purchase
Price.Common
Shares purchased by a Director hereunder shall have a purchase price equal to
100% of the Fair Market Value of the Corporation’s Common Shares on the first
day of the month in which the quarterly Director Fee Payment Date
falls.




8.4  Termination
of Services.  If a Director
ceases to remain on the Board for any reason, including but not limited to,
voluntary or forced resignation, removal, failure to be re-elected as a
director, death, Disability or Retirement, the Director (or executor,
administrator or legal representative, if applicable) shall receive share
certificates for all cash director fees earned prior to the Director’s departure
from the Board for which the Director elected to receive Common Shares pursuant
to this Article VIII, but for which the Director has not yet received a share
certificate.  Such share certificates shall be issued following the
next quarterly Director Fee Payment Date.




8.5  Non-Assignability.  Any Common Shares
purchase right granted hereunder shall be exercised by the Director only and is
nontransferable.  Upon the death of a Director, any earned, but unpaid
cash director fees for which the Director elected to receive Common Shares
pursuant to this Article VIII, shall be paid in the form of share certificates
to the Director’s executor, administrator or legal representative in accordance
with Section 8.4 above.




20


8.6  Adjustments.  The total amount
of Common Shares to be received by a Director at the time of any issuance of a
share certificate shall be appropriately adjusted for any increase or decrease
in the number of outstanding Common Shares resulting from dividends, share
splits, recapitalizations, reorganizations, mergers, combinations, exchanges or
other relevant changes in the capital structure of the Corporation occurring
from the Director Fee Payment Date on which such Common Shares were earned to
the date of issuance of the share certificate for such shares.  The
foregoing adjustments and the manner of application of the foregoing provisions
shall be determined by the Board in its sole discretion.




8.7  Rule
16b-3 Requirements.  Notwithstanding
any provision of the Plan, the Committee may impose such conditions on the
purchase of Common Shares hereunder as may be required to satisfy the
requirements of Rule 16b-3 of the Exchange Act, as amended from time to time (or
any successor rule).  Notwithstanding any provision in the Plan to the
contrary, the Committee shall have no discretion with respect to the terms of
purchase made pursuant to this Article VIII, except to the extent such
discretion would not result in the purchase or the Plan failing to qualify for
the exemption provided under Rule 16b-3.




8.8  Delivery
of Shares; Rights Prior to Delivery of Shares.  By December 15th
of each year, Directors electing to receive Common Shares will receive share
certificates for shares earned during the year.  A Director may
request to receive Common Shares at any or each quarterly Director Fee Payment
Date for the year in which the shares were earned.  No Director shall
have any rights as a shareholder with respect to Common Shares covered by a
purchase right until their name has been reflected in the corporation’s share
register the issuance of a share certificate.  No adjustment shall be
made for dividends or other rights with respect to such shares for which the
record date is prior to the date the certificate is issued.




IX           TERMINATION OF EMPLOYMENT OR
SERVICES




9.1  Options
and Share Appreciation Rights.




(a)  If, prior
to the date that an Option or Share Appreciation Right first becomes Vested, a
Participant terminates employment or services for any reason, the Participant's
right to exercise the Option or Share Appreciation Right shall terminate and all
rights thereunder shall cease, unless provided otherwise in a Participant’s
Agreement.




(b)  If, on or
after the date when an Option or Share Appreciation Right first becomes Vested,
a Participant terminates employment or services are terminated for any reason
other than death or Disability, the Participant shall have the right within the
exercise period specified in the Participant’s Agreement, to exercise the Option
or Share Appreciation Right to the extent that it was exercisable and
unexercised on the date of the Participant's termination of employment or
services (taking into account any Vesting that may occur in connection with such
termination), subject to any other limitation on the exercise of the Option in
effect on the date of exercise.  Provided, however, that the
beneficial tax treatment of an Incentive Share Option may be forfeited if an
Option is exercised more than three (3) months after termination of
employment.




21


(c)  If, on or
after the date when an Option or Share Appreciation Right first becomes Vested,
a Participant terminates employment or services are terminated due to death
while an Option or Share Appreciation Right is still exercisable, the person or
persons to whom the Option or Share Appreciation Right shall have been
transferred by will or the laws of descent and distribution, shall have the
right within the exercise period specified in the Participant's Agreement to
exercise the Option or Share Appreciation Right to the extent that it was
exercisable and unexercised on the Participant's date of death, subject to any
other limitation on exercise in effect on the date of
exercise.  Provided, however, that the beneficial tax treatment of an
Incentive Share Option may be forfeited if the Option is exercised more than one
(1) year after a Participant's date of death.




(d)  If, on or
after the date that an Option or Share Appreciation Right first becomes Vested,
a Participant terminates employment or services due to Disability, the
Participant shall have the right, within the exercise period specified in the
Participant’s Agreement, to exercise the Option or Share Appreciation Right to
the extent that it was exercisable and unexercised on the date of the
Participant's termination of employment or services due to Disability, subject
to any other limitation on the exercise of the Option or Share Appreciation
Right in effect on the date of exercise.  If the Participant dies
after termination of employment or services, as applicable, while the Option or
Share Appreciation Right is still exercisable, the Option or Share Appreciation
Right shall be exercisable in accordance with the terms of paragraph (c),
above.  Provided, however, that the beneficial tax treatment of an
Incentive Share Option may be forfeited if the Option is exercised more than one
(1) year after a Participant's date of Disability.




(e)  The
Committee, at the time of a Participant's termination of employment or services,
may accelerate a Participant's right to exercise an Option or extend the
exercise period of an Option or Share Appreciation Right (subject to Code
Section 409A), but in no event past the tenth anniversary of the Grant Date;
provided, however, that the extension of the exercise period for an Incentive
Share Option may cause such Option to forfeit its preferential tax
treatment.




(f)  Notwithstanding
the foregoing, if a sale within the applicable time periods of Common Shares
acquired upon the exercise of the Option would subject the Participant to suit
under Section 16(b) of the Exchange Act, the Option shall remain exercisable
until the earliest to occur of (i) the tenth (10th) day following the date on
which a sale of such Common Shares by the Participant would no longer be subject
to such suit, (ii) the one hundred and ninetieth (190th) day after the
Participant’s termination of service, or (iii) the expiration date of the
Option.




(g)  Shares
subject to Options and Share Appreciation Rights that are not exercised in
accordance with the provisions of (a) through (f) above shall expire and be
forfeited by the Participant as of their expiration date and shall become
available for new Awards under the Plan as of such date.




22


9.2  Restricted
Shares and Restricted Share Units.  If a
Participant’s employment or services are terminated for any reason, the
Participant's right to Common Shares subject to a Restricted Share or Restricted
Share Unit Award that are still subject to a Restriction Period automatically
shall terminate and be forfeited by the Participant (or, if the Participant was
required to pay a purchase price for the Restricted Shares, other than for the
performance of services, the Corporation shall have the option to repurchase any
shares acquired by the Participant which are still subject to the Restriction
Period for the purchase price paid by the Participant) and, subject to Section
1.6, said shares shall be available for new Awards under the Plan as of such
termination date.  Provided, however, that the Committee, in its sole
discretion, may provide in a Participant’s Agreement or otherwise for the
continuation of a Restricted Share Award or Restricted Share Unit after a
Participant terminates employment or services are terminated or may waive or
change the remaining restrictions (subject to Code Section 409A and, if
applicable, Code Section 457A).  The Committee shall not waive any
performance goals under or restrictions on a Code Section 162(m) Restricted
Share or Restricted Share Unit Award, but the Committee may provide in a
Participant’s Code Section 162(m) Restricted Share or Restricted Share Unit
Agreement or otherwise that prior to the termination of the Restriction Period,
the performance goals shall be deemed to have been attained and restrictions
shall be deemed to no longer be applicable on the terms determined by the
Committee upon the Participant’s termination of employment due to death or
Disability.




9.3  Performance
Awards.  Performance
Awards shall expire and be forfeited by a Participant upon the Participant's
termination of employment or services for any reason, and, subject to Section
1.6, shall be available for new Awards under the Plan as of such termination
date.  Provided, however, that the Committee, in its discretion, may
provide in a Participant’s Agreement or otherwise for the continuation of a
Performance Award after a Participant terminates employment or services or may
waive or change all or part of the conditions, goals and restrictions applicable
to such Performance Award (subject to Code Section 409A and, if applicable, Code
457A).  Notwithstanding the foregoing, the Committee shall not waive
any performance goals under or restrictions on a Code Section 162(m) Performance
Award, but the Committee may provide in a Participant’s Code Section 162(m)
Performance Share Agreement or otherwise that prior to the attainment of the
associated performance goals or termination of the applicability of the
restrictions, the performance goals shall be deemed to have been attained and
restrictions shall be deemed to no longer be applicable on the terms determined
by the Committee, upon the Participant’s termination of employment due to death
or Disability.




9.4  Incentive
Awards.




(a)  Incentive
Awards shall expire and be forfeited by a Participant upon the Participant's
termination of employment or services for any reason, and, subject to Section
1.6, shall be available for new Awards under the Plan as of such termination
date.  Provided, however, that the Committee, in its discretion, may
provide in a Participant’s Agreement or otherwise for the continuation of an
Incentive Award after a Participant terminates employment or services or may
waive or change all or part of the conditions, goals and restrictions applicable
to such Incentive Award (subject to Code Section 409A and, if applicable, Code
457A).  Notwithstanding the foregoing, the Committee shall not waive
any performance goals under or restrictions on a Code Section 162(m) Incentive
Award, but the Committee may provide in a Participant’s Code Section 162(m)
Incentive Award Agreement or otherwise that prior to the attainment of the
associated performance goals or termination of the applicability of the
restrictions, the performance goals shall be deemed to have been attained and
restrictions shall be deemed to no longer be applicable on the terms determined
by the Committee, upon the Participant’s termination of employment due to death
or Disability.




23


9.5  Other
Provisions.  The transfer of
an Employee from one corporation to another among the Corporation and any of its
Subsidiaries, or a leave of absence under the leave policy of the Corporation or
any of its Subsidiaries shall not be a termination of employment for purposes of
the Plan, unless a provision to the contrary is expressly stated by the
Committee in a Participant's Agreement issued under the Plan.  For
purposes of Code Section 409A, a leave of absence shall not be considered a
termination of employment if the leave duration either is six (6) months or less
(up to twenty-nine (29) months for disability) or reemployment upon the
expiration of such leave is guaranteed by statute or contract.




X           ADJUSTMENTS AND CHANGE IN
CONTROL




10.1  Adjustments.




(a)  In the
event of a merger, reorganization, consolidation, recapitalization, dividend or
distribution (whether in cash, shares or other property), share split, reverse
share split, spin-off or similar transaction or other change in corporate
structure affecting the Common Shares or the value thereof, such adjustments and
other substitutions shall be made to the Plan and Awards as the Committee, in
its sole discretion, deems equitable or appropriate, including adjustments in
the aggregate number, class and kind of securities that may be delivered under
the Plan and, in the aggregate or to any one Participant, in the number, class,
kind and option or exercise price of securities subject to outstanding Awards
granted under the Plan (including, if the Committee deems appropriate, the
substitution of similar options to purchase the shares of, or other awards
denominated in the shares of, another company, as the Committee may determine to
be appropriate in its sole discretion).  Any fractional share
resulting from an adjustment pursuant to this Section 10.1(a) shall be rounded
down to the nearest whole number.




(b)  In the
event of a proposed dissolution or liquidation of the Corporation, the Committee
shall notify each Participant as soon as practicable prior to the effective date
of such proposed transaction.  The Committee in its discretion may
provide for a Participant to vest and/or have the right to exercise his or her
Option, Share Appreciation Right, Restricted Share, Restricted Share Unit,
Performance Award or Incentive Award in full for a period specified by the
Committee as to all of the Common Shares covered thereby, including shares as to
which the Option, Share Appreciation Right, Restricted Share, Restricted Share
Unit, Performance Award or Incentive Award would not otherwise be vested or
exercisable, subject to the proposed dissolution or liquidation taking place at
the time and in the manner contemplated.  In addition, the Committee
may provide that any re-purchase option of the Corporation applicable to the
shares that vested or were purchased upon exercise pursuant to an Option, Share
Appreciation Right, Restricted Share, Restricted Share Unit, Performance Award
or Incentive Award, or Director Share Purchase Right shall lapse as to all such
shares, provided that the proposed dissolution or liquidation takes place at the
time and in the manner contemplated.  To the extent it has not vested
and/or been previously exercised, an Option, Share Appreciation Right,
Restricted Share, Restricted Share Unit, Performance Award or Incentive Award
shall terminate immediately prior to the consummation of the proposed
dissolution or liquidation.




24


(c)  In the
event of a merger of the Corporation with or into another corporation where the
Corporation is not the surviving corporation, a reverse triangular merger where
the Corporation is the surviving corporation, but its shares are exchanged for
shares of the parent company of the other party to the merger, the sale of
substantially all of the assets of the Corporation, the reorganization of the
Corporation or other similar transaction determined by the Committee to be
covered by this Section 10.1(c), it is intended that each outstanding Option,
Share Appreciation Right, Restricted Share, Restricted Share Unit, Performance
Award, Incentive Award or Director Share Purchase Right shall be assumed or an
equivalent option or right substituted by the successor corporation, the parent
or a subsidiary of the successor corporation or the parent of the Corporation
following a reverse triangular merger.  In the event that such
successor corporation (or the parent or a subsidiary thereof or the parent of
the Corporation following a reverse triangular merger) refuses to assume or
substitute for the Option, Share Appreciation Right, Restricted Share,
Restricted Share Unit, Performance Award, Incentive Award or Director Share
Purchase Right, the Participant shall fully vest in and/or have the right to
exercise the Option, Share Appreciation Right, Restricted Share, Restricted
Share Unit, Performance Award or Incentive Award, including shares which would
not otherwise be vested or exercisable, and the Participant shall have his or
her Director Share Purchase Right paid in full in Common Shares for services
through the date of the consummation of the transaction.  If an
Option, Share Appreciation Right, Restricted Share, Restricted Share Unit,
Performance Award or Incentive Award becomes fully vested and exercisable in
lieu of assumption or substitution in the event of a merger, sale of assets,
reorganization or other transaction, the Committee shall notify the Participant
in writing or electronically that the Option, Share Appreciation Right,
Restricted Share, Restricted Share Unit, Performance Award, or Incentive Award
shall be fully vested and exercisable for a period specified by the Committee
from the date of such notice, provided that if such period expires prior to the
consummation of the merger, sale of assets, reorganization or other transaction,
any exercise shall be subject to the proposed merger, sale of assets or other
transaction taking place, and the Option, Share Appreciation Right, Restricted
Share, Restricted Share Unit, Performance Award, or Incentive Award shall
terminate upon the expiration of such period (or the consummation of the merger,
sale of assets, reorganization or other transaction, if later).  For
the purposes of this paragraph, the Option, Share Appreciation Right, Restricted
Share, Restricted Share Unit, Performance Award, Incentive Award or Director
Share Purchase Right shall be considered assumed if, following the merger, sale
of assets, reorganization or other transaction, the option or right confers the
right to purchase or receive, for each share covered by the Participant’s
Option, Share Appreciation Right, Restricted Share, Restricted Share Unit,
Performance Award, Incentive Award or Director Share Purchase Right immediately
prior to such transaction, the consideration (whether share, cash, or other
securities or property) received in the merger, sale of assets, reorganization,
or other transaction, by holders of Common Shares for each share held on the
effective date of the transaction (and if holders were offered a choice of
consideration, the type of consideration determined by the Committee); provided,
however, that if such consideration received in the merger, sale of assets,
reorganization, or other transaction, is not solely Common Shares of the
successor corporation (or the parent or a subsidiary thereof), the Committee
may, with the consent of the successor corporation, provide for the
consideration to be received upon the payment under the Director Share Purchase
Right or exercise and/or vesting of the Option, Share Appreciation Right,
Restricted Share, Restricted Share Unit, Performance Award, or Incentive Award
for each Common Share subject to the Option, Share Appreciation Right,
Restricted Share, Restricted Share Unit, Performance Award, Incentive Award or
Director Share Purchase Right to be solely Common Shares of the successor
corporation (or the parent or a subsidiary thereof) equal in Fair Market Value
to the per share consideration received by holders of Common Shares in the
merger, sale of assets, reorganization or other
transaction.





25
 The
Committee may, in its sole discretion and without the consent of any
Participant, determine that, in the event of a merger of the Corporation with or
into another corporation where the Corporation is not the surviving corporation,
a reverse triangular merger where the Corporation is the surviving corporation,
but its shares are exchanged for shares of the parent company of the other party
to the merger, the sale of substantially all of the assets of the Corporation,
the reorganization of the Corporation or other similar transaction determined by
the Committee to be covered by this Section 10.1(c), each or any Option or Share
Appreciation Right outstanding immediately prior to such event shall be
cancelled in exchange for a payment with respect to each Vested Common Share
subject to such cancelled Option or Share Appreciation Right in (i) cash, (ii)
shares of the Corporation or of a corporation or other business entity a party
to the merger, sale of assets, reorganization or other transaction, or (iii)
other property which, in any such case, shall be in an amount having a Fair
Market Value equal to the excess of the Fair Market Value of the consideration
to be paid per Common Share in the merger, sale of assets, reorganization or
other transaction over the exercise price per share under such Option or Share
Appreciation Right (the “Spread”).  In the event such determination is
made by the Committee, the Spread (reduced by applicable withholding taxes, if
any) shall be paid to Participants in respect of their cancelled Options and
Share Appreciation Rights as soon as practicable following the date of the
merger, sale of assets, reorganization or other transaction.




(d)  In the
event of a proposed spin-off or a transfer by the Corporation of a portion of
its assets resulting in the employment of certain Participants by the spin-off
entity or the entity acquiring assets of the Corporation, the Committee may make
whatever adjustments it determines appropriate with respect to such terminating
Participants.




(e)  The
foregoing adjustments shall be made by the Committee.  Any such
adjustment may provide for the elimination of any fractional share which might
otherwise become subject to an Option, Share Appreciation Right, Restricted
Share, Restricted Share Unit, Performance Award, Incentive Award or Director
Share Purchase Right.  The Committee need not make the same
adjustments for each Participant.




26


10.2  Change in
Control.




(a)  Notwithstanding
anything contained herein to the contrary, the Committee, in its discretion, may
provide in a Participant’s Agreement or otherwise that upon a Change in Control,
or such other events as determined by the Committee, any or all of the following
shall occur:  (i) any outstanding Option or Share Appreciation Right
granted hereunder immediately shall become fully Vested and exercisable,
regardless of any installment provision applicable to such Option or Share
Appreciation Right; (ii) the remaining Restriction Period on any Common Shares
subject to a Restricted Share or Restricted Share Unit Award granted hereunder
immediately shall lapse and the shares shall become fully transferable, subject
to any applicable Federal or State securities laws; (iii) all performance goals
and conditions shall be deemed to have been satisfied under all outstanding
Performance Awards, which immediately shall become payable (either in full or
pro-rata based on the portion of the applicable performance period completed as
of the Change in Control); (iv) all performance targets and performance levels
shall be deemed to have been satisfied for any outstanding Incentive Awards,
which immediately shall become payable (either in full or pro-rata based on the
portion of the applicable performance period completed as of the Change in
Control); (v) the Participant shall have his or her Director Share Purchase
Right paid in full in Common Shares for services through the date of the
consummation of the transaction; or (vi) such other treatment as the Committee
may determine.  If an Option, Share Appreciation Right, Restricted
Share, Restricted Share Unit, Performance Award or Incentive Award becomes fully
vested and exercisable in the event of a Change in Control, the Committee shall
notify the Participant in writing or electronically that the Option, Share
Appreciation Right, Restricted Share, Restricted Share Unit, Performance Award,
or Incentive Award shall be fully vested and exercisable for a period specified
by the Committee from the date of such notice, provided that if such period
expires prior to the consummation of the Change in Control, any exercise shall
be subject to the proposed Change in Control taking place, and the Option, Share
Appreciation Right, Restricted Share, Restricted Share Unit, Performance Award,
or Incentive Award shall terminate upon the expiration of such period (or the
consummation of the Change in Control, if later).




(b)  The
Committee may, in its sole discretion and without the consent of any
Participant, determine that, upon the occurrence of a Change in Control, each or
any Option or Share Appreciation Right outstanding immediately prior to the
Change in Control shall be cancelled in exchange for a payment with respect to
each Vested Common Share subject to such cancelled Option or Share Appreciation
Right in (i) cash, (ii) shares of the Corporation or of a corporation or other
business entity a party to the Change in Control, or (iii) other property which,
in any such case, shall be in an amount having a Fair Market Value equal to the
excess of the Fair Market Value of the consideration to be paid per Common Share
in the Change in Control over the exercise price per share under such Option or
Share Appreciation Right (the “Spread”).  In the event such
determination is made by the Committee, the Spread (reduced by applicable
withholding taxes, if any) shall be paid to Participants in respect of their
cancelled Options and Share Appreciation Rights as soon as practicable following
the date of the Change in Control.




27


(c)  Notwithstanding
the foregoing, the Committee, in its discretion, may provide in a Participant’s
Agreement or otherwise that, if, in the event of a Change in Control, the
successor company assumes an Option, Share Appreciation Right, Restricted Share,
Restricted Share Unit, Performance Award, Incentive Award or Director Share
Purchase Right payable in Common Shares or substitutes an equivalent instrument
therefor, then each such outstanding Option, Share Appreciation Right,
Restricted Shares, Restricted Share Unit, Performance Award, Incentive Award or
Director Share Purchase Right shall not be accelerated as described in Section
10.2(a).  For the purposes of this Section 10.2(c), such an Option,
Share Appreciation Right, Restricted Shares, Restricted Share Unit, Performance
Award, Incentive Award or Director Share Purchase Right shall be considered
assumed or substituted for an equivalent instrument, if, following the Change in
Control, the Award confers the right to purchase or receive, for each Common
Share subject to such Option, Share Appreciation Right, Restricted Shares,
Restricted Share Unit, Performance Award, Incentive Award or Director Share
Purchase Right immediately prior to the Change in Control, the consideration
(whether shares, cash or other securities or property) received in the
transaction constituting a Change in Control by holders of Common Shares for
each share held on the effective date of such transaction (and if holders were
offered a choice of consideration, the type of consideration chosen by the
holders of a majority of the outstanding shares); provided, however, that if
such consideration received in the transaction constituting a Change in Control
is not solely common shares of the successor company, the Committee may, with
the consent of the successor company, provide that the consideration to be
received upon the exercise or vesting of such Option, Share Appreciation Right,
Restricted Share, Restricted Share Unit, Performance Award, Incentive Award, or
Director Share Purchase Right for each Common Share subject thereto, will be
solely common shares of the successor company substantially equal in fair market
value to the per share consideration received by holders of Common Shares in the
transaction constituting a Change in Control.  The determination of
such substantial equality of value of consideration shall be made by the
Committee in its sole discretion and its determination shall be conclusive and
binding.  Awards which are neither assumed or substituted by the
successor corporation in connection with a Change in Control nor exercised as of
the date of the Change in Control shall terminate and cease to be outstanding
effective as of the date of the Change in Control




XI           MISCELLANEOUS




11.1  Partial
Exercise/Fractional Shares.  The Committee may
permit, and shall establish procedures for, the partial exercise of Options and
Share Appreciation Rights granted under the Plan.  No fractional
shares shall be issued in connection with the exercise of a Share Appreciation
Right or payment of a Performance Award, Restricted Share, Restricted Share
Unit, Incentive Award or Director Share Purchase Rights; instead, the Fair
Market Value of the fractional shares shall be paid in cash, or at the
discretion of the Committee, the number of shares shall be rounded down to the
nearest whole number of shares and any fractional shares shall be
disregarded.




28


11.2  Rights
Prior to Issuance of Shares.  No Participant
shall have any rights as a shareholder with respect to shares covered by an
Award until the issuance of a share certificate for such shares (or book entry
representing such shares has been made and such shares have been deposited with
the appropriate registered book-entry custodian).  No adjustment shall
be made for dividends or other rights with respect to such shares for which the
record date is prior to the date the certificate is issued except as otherwise
provided in the Plan or a Participant’s Agreement or by the
Committee.




11.3  Non-Assignability;
Certificate Legend; Removal.




(a)  Except as
described below or as otherwise determined by the Committee in a Participant’s
Agreement, no Award shall be transferable by a Participant except by will or the
laws of descent and distribution, and an Option or Share Appreciation Right
shall be exercised only by a Participant during the lifetime of the
Participant.  Notwithstanding the foregoing, a Participant may assign
or transfer an Award that is not an Incentive Share Option with the consent of
the Committee (each transferee thereof, a “Permitted Assignee”); provided that
such Permitted Assignee shall be bound by and subject to all of the terms and
conditions of the Plan and any Agreement relating to the transferred Award and
shall execute an agreement satisfactory to the Corporation evidencing such
obligations; and provided further that such Participant shall remain bound by
the terms and conditions of the Plan.




(b)  Each
certificate representing Common Shares subject to a Restricted Share or
Restricted Share Unit Award, to the extent a certificate is issued, shall bear
the following legend:




The sale
or other transfer of the shares represented by this certificate, whether
voluntary, involuntary or by operation of law, is subject to certain
restrictions on transfer set forth in the Chardan 2008 China Acquisition Corp.
2009 Equity Incentive Plan ("Plan"), rules and administrative guidelines adopted
pursuant to such Plan [and an Agreement dated  , ].  A
copy of the Plan, such rules [and such Agreement] may be obtained from the
[INSERT TITLE]
of Chardan 2008 China Acquisition Corp.




If shares
are issued in book entry form, a notation to the same restrictive effect as the
legend shall be placed on the transfer agent’s books in connection with such
shares




(c)  Subject
to applicable Federal and State securities laws, issued Common Shares subject to
an Award shall become freely transferable by the Participant after all
applicable restrictions, limitations, performance requirements or other
conditions have terminated, expired, lapsed or been satisfied.  Once
such issued Common Shares are released from such restrictions, limitations,
performance requirements or other conditions, the Participant shall be entitled
to have the legend required by this Section 11.3 removed from the applicable
Common Shares certificate (or notation removed from such book
entry).




29


11.4  Securities
Laws.




(a)  Anything
to the contrary herein notwithstanding, the Corporation's obligation to sell and
deliver Common Shares pursuant to the exercise of an Option or Share
Appreciation Right or deliver Common Shares pursuant to a Restricted Share
Award, Restricted Share Unit, Performance Award, Incentive Award or Director
Share Purchase Right is subject to such compliance with Federal and State laws,
rules and regulations applying to the authorization, issuance or sale of
securities as the Corporation deems necessary or advisable.  The
Corporation shall not be required to sell and deliver or issue Common Shares
unless and until it receives satisfactory assurance that the issuance or
transfer of such shares shall not violate any of the provisions of the
Securities Act or the Exchange Act, or the rules and regulations of the
Securities Exchange Commission promulgated thereunder or those of the Stock
Exchange or any stock exchange on which the Common Shares may be listed, the
provisions of any State laws governing the sale of securities, or that there has
been compliance with the provisions of such acts, rules, regulations and
laws.




(b)  The
Committee may impose such restrictions on any Common Shares acquired pursuant to
the exercise of an Option or Share Appreciation Right or the grant of Restricted
Shares or Restricted Share Units or the payment of a Performance Award,
Incentive Award or Director Share Rights under the Plan as it may deem
advisable, including, without limitation, restrictions (i) under applicable
Federal securities laws; (ii) under the requirements of the Stock Exchange or
any other securities exchange or recognized trading market or quotation system
upon which such Common Shares are then listed or traded; and (iii) under any
blue sky or State securities laws applicable to such shares.




11.5  Withholding
Taxes.




(a)  The
Corporation shall have the right to withhold from a Participant’s compensation
or require a Participant to remit sufficient funds to satisfy applicable
withholding for income and employment taxes upon the exercise of an Option or
Share Appreciation Right or the lapse of the Restriction Period on a Restricted
Share Award, Restricted Share Unit, or the payment of a Performance Award or
Incentive Award or Director Share Purchase Right.  A Participant may
in order to fulfill the withholding obligation tender previously-acquired Common
Shares or have shares withheld from the exercise, provided that the shares have
an aggregate Fair Market Value sufficient to satisfy in whole or in part the
applicable withholding taxes.  The broker assisted exercise procedure
described in Section 2.4 may also be utilized to satisfy the withholding
requirements related to the exercise of an Option.  At no point shall
the Corporation withhold from the exercise of an Option more shares than are
necessary to meet the established tax withholding requirements of federal, state
and local obligations.




30


(b)  Notwithstanding
the foregoing, a Participant may not use Common Shares to satisfy the
withholding requirements to the extent that (i) there is a substantial
likelihood that the use of such form of payment or the timing of such form of
payment would subject the Participant to a substantial risk of liability under
Section 16 of the Exchange Act; (ii) such withholding would constitute a
violation of the provisions of any law or regulation (including the
Sarbanes-Oxley Act of 2002); or (iii) there is a substantial likelihood that the
use of such form of payment would result in adverse accounting treatment to the
Corporation under generally accepted accounting principles.




11.6  Termination
and Amendment.




(a)  The Board
may terminate the Plan, or the granting of Awards under the Plan, at any
time.  No new Awards shall be made under the Plan after December 9,
2019.




(b)  The Board
may amend or modify the Plan at any time and from time to time, and the
Committee may amend or modify the terms of an outstanding Agreement at any time
and from time to time, but no amendment or modification, without the affirmative
vote of holders of a majority of the Common Shares and Series A Preferred
Shares, if any is outstanding, voting as though the Series A Preferred Shares
had been converted into Common Shares, shall (i) materially increase the
benefits accruing to Participants under the Plan (subject to Code Section 409A);
(ii) increase the amount of Common Shares for which Awards may be made under the
Plan, except as permitted under Sections 1.6 and Article 10; (iii) change the
provisions relating to the eligibility of individuals to whom Awards may be made
under the Plan; or (iv) permit the repricing of Options or Share Appreciation
Rights.  In addition, if the Corporation’s Common Shares are listed on
the Stock Exchange or another stock exchange, the Board may not amend the Plan
in a manner requiring approval of the shareholders of the Corporation under the
rules of the Stock Exchange or such other stock exchange, without the
affirmative vote of holders of a majority of the Common Shares and Series A
Preferred Share, if any is outstanding, voting as though the Series A Preferred
Shares had been converted into Common Shares.




(c)  No
amendment, modification, or termination of the Plan or an outstanding Agreement
shall in any manner adversely affect any then outstanding Award  under
the Plan without the consent of the Participant holding such Award except as set
forth in any Agreement relating to an Award or to bring the Plan or an Award
into compliance with Code Section 409A and, if applicable, Code Section 457A or
to qualify for an exemption under Code Section 409A and, if applicable, Code
Section 457A.




11.7  Effect on
Employment or Services.  Neither the
adoption of the Plan nor the granting of any Award pursuant to the Plan shall be
deemed to create any right in any individual to be retained or continued in the
employment or services of the Corporation or Subsidiary.




11.8  Use of
Proceeds.  The proceeds
received from the sale of Common Shares pursuant to the Plan shall be used for
general corporate purposes of the Corporation.




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11.9  Repurchase
Rights.  Common Shares
issued under the Plan may be subject to one (1) or more repurchase options, or
other conditions and restrictions, as determined by the Committee in its
discretion at the time an Award is granted.  The Corporation shall
have the right to assign at any time any repurchase right it may have, whether
or not such right is then exercisable, to one (1) or more persons as may be
selected by the Corporation.  Upon request by the Corporation, each
Participant shall execute any agreement evidencing such transfer restrictions
prior to the receipt of Common Shares hereunder and shall promptly present to
the Corporation any and all certificates representing Common Shares acquired
hereunder for the placement on such certificates of appropriate legends
evidencing any such transfer restrictions.




11.10  Severability.  If any one or
more of the provisions (or any part thereof) of this Plan or of any Agreement
issued hereunder, shall be held to be invalid, illegal or unenforceable in any
respect, such provision shall be modified so as to make it valid, legal and
enforceable, and the validity, legality and enforceability of the remaining
provisions (or any part thereof) of the Plan or of any Agreement shall not in
any way be affected or impaired thereby. The Board may, without the consent of
any Participant, and in a manner determined necessary solely in the discretion
of the Board, amend the Plan and any outstanding Agreement as the Corporation
deems necessary to ensure the Plan and all Awards remain valid, legal or
enforceable in all respects.




11.11  Beneficiary
Designation.  Subject to local laws and procedures, each
Participant may file a written beneficiary designation with the Corporation
stating who is to receive any benefit under the Plan to which the Participant is
entitled in the event of such Participant's death before receipt of any or all
of a Plan benefit. Each designation shall revoke all prior designations by the
same Participant, be in a form prescribed by the Corporation, and become
effective only when filed by the Participant in writing with the Corporation
during the Participant's lifetime. If a Participant dies without an effective
beneficiary designation for a beneficiary who is living at the time of the
Participant's death, the Corporation shall pay any remaining unpaid benefits to
the Participant's legal representative.




11.12  Unfunded
Obligation.  A Participant
shall have the status of a general unsecured creditor of the Corporation. Any
amounts payable to a Participant pursuant to the Plan shall be unfunded and
unsecured obligations for all purposes, including, without limitation, Title I
of the Employee Retirement Income Security Act of 1974.  The
Corporation shall not be required to segregate any monies from its general
funds, or to create any trusts, or establish any special accounts with respect
to such obligations.  The Corporation shall retain at all times
beneficial ownership of any investments, including trust investments, which the
Corporation may make to fulfill its payment obligations
hereunder.  Any investments or the creation or maintenance of any
trust or any Participant account shall not create or constitute a trust or
fiduciary relationship between the Committee or the Corporation and a
Participant, or otherwise create any Vested or beneficial interest in any
Participant or the Participant's creditors in any assets of the
Corporation.  A Participant shall have no claim against the
Corporation for any changes in the value of any assets which may be invested or
reinvested by the Corporation with respect to the Plan.




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11.13  Approval
of Plan.  The Plan shall be
subject to the approval of the holders of at least a majority of the votes cast
at a duly held meeting of shareholders of the Corporation held within twelve
(12) months after adoption of the Plan by the Board.  No Award granted
under the Plan may be exercised or paid in whole or in part unless the Plan has
been approved by the shareholders as provided herein.  If not approved
by shareholders within twelve (12) months after approval by the Board, the Plan
and any Awards granted under the Plan shall be null and void, with no further
force or effect.




11.14  Governing
Law.Except to the extent
governed by applicable federal law, the validity, interpretation, construction
and performance of the Plan and Agreements under the Plan, shall be governed by
the laws of the State of Florida without regard to its conflicts of law
rules.




IN WITNESS WHEREOF,this 2009
Equity Incentive Plan has been executed on behalf of the Corporation on this the
10th day of December, 2009, to be effective January 11, 2010.





CHARDAN 2008 CHINA ACQUISITION
CORP.











By:
            ____________________________________
              Kerry
      Propper

                Chief
      Executive Officer











BOARD
APPROVAL:  12/10/09





SHAREHOLDER
APPROVAL:  1/11/10














DET02\325342.16
              ID\GSM
      - 105780/0001


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