Exhibit
      10.1 

     

    
      PERFECTENERGY
        INTERNATIONAL LIMITED

       

      2007
        STOCK INCENTIVE PLAN

       

      1.  Purpose

       

      The
        purpose of this 2007 Stock Incentive Plan (the “Plan”) of Perfectenergy
        International Limited, a Nevada corporation
        (the “Company”), is to advance the interests of the Company’s shareholders by
        enhancing the Company’s ability to attract, retain and motivate persons who make
        (or are expected to make) important contributions to the Company by providing
        such persons with equity ownership opportunities and performance-based
        incentives and thereby better aligning the interests of such persons with
        those
        of the Company’s shareholders. Except where the context otherwise requires, the
        term “Company” shall include any of the Company’s present or future parent or
        subsidiary corporations as defined in Sections 424(e) or (f) of the
        Internal Revenue Code of 1986, as amended, and any regulations promulgated
        thereunder (the “Code”) and any other business venture (including, without
        limitation, joint venture or limited liability company) in which the Company
        has
        a controlling interest, as determined by the Board of Directors of the Company
        (the “Board”).

       

      2.  Eligibility

       

      All
        of
        the Company’s employees, officers, and directors, and those Company’s
        consultants and advisors (i) that are natural persons and (ii) who provides
        bona
        fide services to the Company not connected to a capital raising transaction
        or
        the promotion or creation of a market for the Company’s securities, are
        eligible to be granted options or restricted stock awards (each, an “Award”)
        under the Plan. Each person who has been granted an Award under the Plan
        shall
        be deemed a “Participant”.

       

      3.  Administration
        and Delegation

       

      (a)  Administration
        by Board of Directors.
        The
        Plan will be administered by the Board. The Board shall have authority to
        grant
        Awards and to adopt, amend and repeal such administrative rules, guidelines
        and
        practices relating to the Plan as it shall deem advisable. The Board may
        correct
        any defect, supply any omission or reconcile any inconsistency in the Plan
        or
        any Award in the manner and to the extent it shall deem expedient to carry
        the
        Plan into effect and it shall be the sole and final judge of such expediency.
        All decisions by the Board shall be made in the Board’s sole discretion and
        shall be final and binding on all persons having or claiming any interest
        in the
        Plan or in any Award. No director or person acting pursuant to the authority
        delegated by the Board shall be liable for any action or determination relating
        to or under the Plan made in good faith.

       

      (b)  Appointment
        of Committees. To
        the
        extent permitted by applicable law, the Board may delegate any or all of
        its
        powers under the Plan to one or more committees or subcommittees of the Board
        (a
“Committee”) Board so long as such Committee consists of not less than two
        members, each member of which shall be an “outside director” within the meaning
        of Section 162(m) of the Code and a “non-employee director” as defined in Rule
        16b-3 promulgated under the Exchange Act.”. 

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      4.  Stock
        Available for Awards

       

      (a)  Number
        of Shares.
        Subject
        to adjustment under Section 7, Awards may be made under the Plan for up to
        Six
        Million (6,000,000)
        shares
        of common stock, $0.001 par value per share, of the Company (the “Common
        Stock”). If any Award expires or is terminated, surrendered or canceled without
        having been fully exercised or is forfeited in whole or in part (including
        as
        the result of shares of Common Stock subject to such Award being repurchased
        by
        the Company at the original issuance price pursuant to a contractual repurchase
        right) or results in any Common Stock not being issued, the unused Common
        Stock
        covered by such Award shall again be available for the grant of Awards under
        the
        Plan, subject, however, in the case of ISOs (as hereinafter defined), to
        any
        limitations under the Code. Shares issued under the Plan may consist in whole
        or
        in part of authorized but unissued shares or treasury shares.

       

      (b)  Per-Participant
        Limit.
        Subject
        to adjustment under Section 7, the maximum number of shares of Common Stock
        with respect to which Awards may be granted to any Participant under the
        Plan
        shall be an
        amount
        no greater than 2,000,000 or an amount permitted under Section 162(m) of
        the
        Code (“Section 162(m)”).

       

      5.  Stock
        Options

       

      (a)  General.
        The
        Board may grant options to purchase Common Stock (each, an “Option”) and
        determine the number of shares of Common Stock to be covered by each Option,
        the
        exercise price of each Option and the conditions and limitations applicable
        to
        the exercise of each Option, including conditions relating to applicable
        federal
        or state securities laws, as it considers necessary or advisable. An Option
        which is not intended to be an ISO (as hereinafter defined) shall be designated
        a “Nonstatutory Stock Option”.

       

      (b)  Incentive
        Stock Options.
        An
        Option that the Board intends to be an “incentive stock option” as defined in
        Section 422 of the Code (an “ISO”) shall only be granted to employees of the
        Company and shall be subject to and shall be construed consistently with
        the
        requirements of Section 422 of the Code. Without limiting the generality
        of the
        foregoing, this means that the exercise price of an ISO must be at least
        100% of
        the fair market value of the Common Stock on the date of grant (or 110% in
        the
        case of a Participant that owns more than 10% of the total combined voting
        power
        of all classes of stock of the Company or its parent or subsidiary (a “10%
        Shareholder”)) for the option to qualify as an ISO. The Final Exercise Date must
        be no more than 10 years (or 5 years in the case of a 10% Shareholder) from
        the
        date of grant for the option to qualify as an ISO. 

       

      (c)  Exercise
        Price.
        The
        Board shall establish the exercise price at the time each Option is granted
        and
        specify it in the applicable option agreement.

       

      (d)  Duration
        of Options.
        Each
        Option shall be exercisable at such times and subject to such terms and
        conditions as the Board may specify in the applicable option
        agreement.

       

      
        
           

        

        
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      (e)  Exercise
        of Option.
        Options
        may be exercised by delivery to the Company of a written notice of exercise
        signed by the proper person or by any other form of notice (including electronic
        notice) approved by the Board together with payment in full as specified
        in
        Section 5(f) for the number of shares for which the Option is
        exercised.

       

      (f)  Payment
        Upon Exercise.
        Common
        Stock purchased upon the exercise of an Option granted under the Plan shall
        be
        paid for as follows:

       

      (1)  in
        cash
        or by check, payable to the order of the Company;

       

      (2)  except
        as
        the Board may, in its sole discretion, otherwise provide in an option agreement,
        by (i) delivery of an irrevocable and unconditional undertaking by a
        creditworthy broker to deliver promptly to the Company sufficient funds to
        pay
        the exercise price and any required tax withholding or (ii) delivery by the
        Participant to the Company of a copy of irrevocable and unconditional
        instructions to a creditworthy broker to deliver promptly to the Company
        cash or
        a check sufficient to pay the exercise price and any required tax
        withholding;

       

      (3)  when
        the
        Common Stock is registered under the Securities Exchange Act of 1934 (the
        “Exchange Act”), by delivery of shares of Common Stock owned by the Participant
        valued at their fair market value as determined by (or in a manner approved
        by)
        the Board in good faith (“Fair Market Value”), provided (i) such method of
        payment is then permitted under applicable law and (ii) such Common Stock,
        if
        acquired directly from the Company was owned by the Participant at least
        six
        months prior to such delivery;

       

      (4)  to
        the
        extent permitted by the Board, in its sole discretion in the applicable option
        agreement by (i) delivery of a promissory note of the Participant to the
        Company
        on terms determined by the Board, or (ii) payment of such other lawful
        consideration as the Board may determine; or

       

      (5)  by
        any
        combination of the above permitted forms of payment.

       

      (g)  Substitute
        Options.
        In
        connection with a merger or consolidation of an entity with the Company or
        the
        acquisition by the Company of property or stock of an entity, the Board may
        grant Options in substitution for any options or other stock or stock-based
        awards granted by such entity or an affiliate thereof. Substitute Options
        may be
        granted on such terms as the Board deems appropriate in the circumstances,
        notwithstanding any limitations on Options contained in the other sections
        of
        this Section 5 or in Section 2.

       

      6.  Restricted
        Stock.

       

      (a)  Grants.
        The
        Board may grant Awards entitling recipients to acquire shares of Common Stock,
        subject to the right of the Company to repurchase all or part of such shares
        at
        their issue price or other stated or formula price (or to require forfeiture
        of
        such shares if issued at no cost) from the recipient in the event that
        conditions specified by the Board in the applicable Award are not satisfied
        prior to the end of the applicable restriction period or periods established
        by
        the Board for such Award (each, a “Restricted Stock Award”).

       

      
        
           

        

        
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      (b)  Terms
        and Conditions.
        The
        Board shall determine the terms and conditions of any such Restricted Stock
        Award, including the conditions for repurchase (or forfeiture) and the issue
        price, if any. 

       

      (c)  Stock
        Certificates.
        Any
        stock certificates issued in respect of a Restricted Stock Award shall be
        registered in the name of the Participant and, unless otherwise determined
        by
        the Board, deposited by the Participant, together with a stock power endorsed
        in
        blank, with the Company (or its designee). At the expiration of the applicable
        restriction periods, the Company (or such designee) shall deliver the
        certificates no longer subject to such restrictions to the Participant or
        if the
        Participant has died, to the beneficiary designated, in a manner determined
        by
        the Board, by a Participant to receive amounts due or exercise rights of
        the
        Participant in the event of the Participant’s death (the “Designated
        Beneficiary”). In the absence of an effective designation by a Participant,
        Designated Beneficiary shall mean the Participant’s estate.

       

      7.  Adjustments
        for Changes in Common Stock and Certain Other Events

       

      (a)  Changes
        in Capitalization.
        In the
        event of any stock split, reverse stock split, stock dividend, recapitalization,
        combination of shares, reclassification of shares, spin-off or other similar
        change in capitalization or event, or any distribution to holders of Common
        Stock other than a normal cash dividend, (i) the number and class of securities
        available under this Plan, (ii) the per-Participant limit set forth in Section
        4(b), (iii) the number and class of securities and exercise price per share
        subject to each outstanding Option, and (iv) the repurchase price per share
        subject to each outstanding Restricted Stock Award shall be appropriately
        adjusted by the Company (or substituted Awards may be made, if applicable)
        to
        the extent the Board shall determine, in good faith, that such an adjustment
        (or
        substitution) is necessary and appropriate. If this Section 7(a) applies
        and
        Section 7(c) also applies to any event, Section 7(c) shall be applicable
        to such
        event, and this Section 7(a) shall not be applicable.

       

      (b)  Liquidation
        or Dissolution.
        In the
        event of a proposed liquidation or dissolution of the Company, the Board
        shall
        upon written notice to the Participants provide that all then unexercised
        Options will (i) become exercisable in full as of a specified time at least
        10
        business days prior to the effective date of such liquidation or dissolution
        and
        (ii) terminate effective upon such liquidation or dissolution, except to
        the
        extent exercised before such effective date. The Board may specify the effect
        of
        a liquidation or dissolution on any Restricted Stock Award granted under
        the
        Plan at the time of the grant.

       

      (c)  Reorganization
        Events

       

      (1)  Definition.
        A
“Reorganization Event” shall mean: (a) any merger or consolidation of the
        Company with or into another entity as a result of which all of the Common
        Stock
        of the Company is converted into or exchanged for the right to receive cash,
        securities or other property or (b) any exchange of all of the Common Stock
        of
        the Company for cash, securities or other property pursuant to a share exchange
        transaction.

       

      
        
           

        

        
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      (2)  Consequences
        of a Reorganization Event on Options.
        Upon
        the occurrence of a Reorganization Event, or the execution by the Company
        of any
        agreement with respect to a Reorganization Event, the Board shall provide
        that
        all outstanding Options shall be assumed, or equivalent options shall be
        substituted, by the acquiring or succeeding corporation (or an affiliate
        thereof). For purposes hereof, an Option shall be considered to be assumed
        if,
        following consummation of the Reorganization Event, the Option confers the
        right
        to purchase, for each share of Common Stock subject to the Option immediately
        prior to the consummation of the Reorganization Event, the consideration
        (whether cash, securities or other property) received as a result of the
        Reorganization Event by holders of Common Stock for each share of Common
        Stock
        held immediately prior to the consummation of the Reorganization Event (and
        if
        holders were offered a choice of consideration, the type of consideration
        chosen
        by the holders of a majority of the outstanding shares of Common Stock);
        provided, however, that if the consideration received as a result of the
        Reorganization Event is not solely common stock of the acquiring or succeeding
        corporation (or an affiliate thereof), the Company may, with the consent
        of the
        acquiring or succeeding corporation, provide for the consideration to be
        received upon the exercise of Options to consist solely of common stock of
        the
        acquiring or succeeding corporation (or an affiliate thereof) equivalent
        in fair
        market value to the per share consideration received by holders of outstanding
        shares of Common Stock as a result of the Reorganization Event.

       

      Notwithstanding
        the foregoing, if the acquiring or succeeding corporation (or an affiliate
        thereof) does not agree to assume, or substitute for, such Options, then
        the
        Board shall, upon written notice to the Participants, provide that all then
        unexercised Options will become exercisable in full as of a specified time
        prior
        to the Reorganization Event and will terminate immediately prior to the
        consummation of such Reorganization Event, except to the extent exercised
        by the
        Participants before the consummation of such Reorganization Event; provided,
        however, that in the event of a Reorganization Event under the terms of which
        holders of Common Stock will receive upon consummation thereof a cash payment
        for each share of Common Stock surrendered pursuant to such Reorganization
        Event
        (the “Acquisition Price”), then the Board may instead provide that all
        outstanding Options shall terminate upon consummation of such Reorganization
        Event and that each Participant shall receive, in exchange therefor, a cash
        payment equal to the amount (if any) by which (A) the Acquisition Price
        multiplied by the number of shares of Common Stock subject to such outstanding
        Options (whether or not then exercisable), exceeds (B) the aggregate exercise
        price of such Options. To the extent all or any portion of an Option becomes
        exercisable solely as a result of the first sentence of this paragraph, upon
        exercise of such Option the Participant shall receive shares subject to a
        right
        of repurchase by the Company or its successor at the Option exercise price.
        Such
        repurchase right (1) shall lapse at the same rate as the Option would have
        become exercisable under its terms and (2) shall not apply to any shares
        subject
        to the Option that were exercisable under its terms without regard to the
        first
        sentence of this paragraph.

       

      (3)  Consequences
        of a Reorganization Event on Restricted Stock Awards.
        Upon
        the occurrence of a Reorganization Event, the repurchase and other rights
        of the
        Company under each outstanding Restricted Stock Award shall inure to the
        benefit
        of the Company’s successor and shall apply to the cash, securities or other
        property which the Common Stock was converted into or exchanged for pursuant
        to
        such Reorganization Event in the same manner and to the same extent as they
        applied to the Common Stock subject to such Restricted Stock Award.

       

      
        
           

        

        
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      8.  General
        Provisions Applicable to Awards

       

      (a)  Transferability
        of Awards.
        Except
        as the Board may otherwise determine or provide in an Award, Awards shall
        not be
        sold, assigned, transferred, pledged or otherwise encumbered by the person
        to
        whom they are granted, either voluntarily or by operation of law, except
        by will
        or the laws of descent and distribution, and, during the life of the
        Participant, shall be exercisable only by the Participant. References to
        a
        Participant, to the extent relevant in the context, shall include references
        to
        authorized transferees.

       

      (b)  Documentation.
        Each
        Award shall be evidenced in such form (written, electronic or otherwise)
        as the
        Board shall determine. Such written instrument may be in the form of an
        agreement signed by the Company and the Participant or a written confirming
        memorandum to the Participant from the Company. Each Award may contain terms
        and
        conditions in addition to those set forth in the Plan. 

       

      (c)  Board
        Discretion.
        Except
        as otherwise provided by the Plan, each Award may be made alone or in addition
        or in relation to any other Award. The terms of each Award need not be
        identical, and the Board need not treat Participants uniformly.

       

      (d)  Termination
        of Status.
        The
        Board shall determine the effect on an Award of the disability, death,
        retirement, authorized leave of absence or other change in the employment
        or
        other status of a Participant and the extent to which, and the period during
        which, the Participant, the Participant’s legal representative, conservator,
        guardian or Designated Beneficiary may exercise rights under the
        Award.

       

      (e)  Withholding.
        Each
        Participant shall pay to the Company, or make provision satisfactory to the
        Board for payment of, any taxes required by law to be withheld in connection
        with Awards to such Participant no later than the date of the event creating
        the
        tax liability. Except as the Board may otherwise provide in an Award, when
        the
        Common Stock is registered under the Exchange Act, Participants may satisfy
        such
        tax obligations in whole or in part by delivery of shares of Common Stock,
        including shares retained from the Award creating the tax obligation, valued
        at
        their Fair Market Value; provided, however, that the total tax withholding
        where
        stock is being used to satisfy such tax obligations cannot exceed the Company’s
        minimum statutory withholding obligations (based on minimum statutory
        withholding rates for federal and state tax purposes, including payroll taxes,
        that are applicable to such supplemental taxable income). The Company may,
        to
        the extent permitted by law, deduct any such tax obligations from any payment
        of
        any kind otherwise due to a Participant.

       

      (f)  Amendment
        of Award.
        The
        Board may amend, modify or terminate any outstanding Award, including but
        not
        limited to, substituting therefor another Award of the same or a different
        type,
        changing the date of exercise or realization, and converting an ISO to a
        Nonstatutory Stock Option, provided that the Participant’s consent to such
        action shall be required unless the Board determines that the action, taking
        into account any related action, would not materially and adversely affect
        the
        Participant.

       

      
        
           

        

        
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      (g)  Conditions
        on Delivery of Stock.
        The
        Company will not be obligated to deliver any shares of Common Stock pursuant
        to
        the Plan or to remove restrictions from shares previously delivered under
        the
        Plan until (i) all conditions of the Award have been met or removed to the
        satisfaction of the Company, (ii) in the opinion of the Company’s counsel,
        all other legal matters in connection with the issuance and delivery of such
        shares have been satisfied, including any applicable securities laws and
        any
        applicable stock exchange or stock market rules and regulations, and (iii)
        the
        Participant has executed and delivered to the Company such representations
        or
        agreements as the Company may consider appropriate to satisfy the requirements
        of any applicable laws, rules or regulations.

       

      (h)  Acceleration.
        The
        Board may at any time provide that any Award shall become immediately
        exercisable in full or in part, free of some or all restrictions or conditions,
        or otherwise realizable in full or in part, as the case may be.

       

      9.  Miscellaneous

       

      (a)  No
        Right To Employment or Other Status.
        No
        person shall have any claim or right to be granted an Award, and the grant
        of an
        Award shall not be construed as giving a Participant the right to continued
        employment or any other relationship with the Company. The Company expressly
        reserves the right at any time to dismiss or otherwise terminate its
        relationship with a Participant free from any liability or claim under the
        Plan,
        except as expressly provided in the applicable Award.

       

      (b)  No
        Rights As Shareholder.
        Subject
        to the provisions of the applicable Award, no Participant or Designated
        Beneficiary shall have any rights as a shareholder with respect to any shares
        of
        Common Stock to be distributed with respect to an Award until becoming the
        record holder of such shares. Notwithstanding the foregoing, in the event
        the
        Company effects a split of the Common Stock by means of a stock dividend
        and the
        exercise price of and the number of shares subject to such Option are adjusted
        as of the date of the distribution of the dividend (rather than as of the
        record
        date for such dividend), then an optionee who exercises an Option between
        the
        record date and the distribution date for such stock dividend shall be entitled
        to receive, on the distribution date, the stock dividend with respect to
        the
        shares of Common Stock acquired upon such Option exercise, notwithstanding
        the
        fact that such shares were not outstanding as of the close of business on
        the
        record date for such stock dividend.

       

      (c)  Effective
        Date and Term of Plan.
        The
        Plan shall become effective on the date on which it is adopted by the Board,
        but
        no Award granted to a Participant that is intended to comply with Section
        162(m)
        shall become exercisable, vested or realizable, as applicable to such Award,
        unless and until the Plan has been approved by the Company's shareholders
        to the
        extent shareholder approval is required by Section 162(m) in the manner required
        under Section 162(m) (including the vote required under Section 162(m)).
        No
        Awards shall be granted under the Plan after the completion of ten years
        from
        the earlier of (i) the date on which the Plan was adopted by the Board or
        (ii)
        the date the Plan was approved by the Company’s shareholders, but Awards
        previously granted may extend beyond that date.

       

      
        
           

        

        
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      (d)  Amendment
        of Plan.
        The
        Board may amend, suspend or terminate the Plan or any portion thereof at
        any
        time, provided that to the extent required by Section 162(m), no Award granted
        to a Participant that is intended to comply with Section 162(m) after the
        date
        of such amendment shall become exercisable, realizable or vested, as applicable
        to such Award, unless and until such amendment shall have been approved by
        the
        Company’s shareholders if required by Section 162(m) (including the vote
        required under Section 162(m)).

       

      (e)  Governing
        Law.
        The
        provisions of the Plan and all Awards made hereunder shall be governed by
        and
        interpreted in accordance with the laws of the State of Nevada, without regard
        to any applicable conflicts of law. 

       

    

     
      


    
      
         

      

      
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