exhibit4-1.htm


    


    


    


    


    AMENDED
      AND RESTATED EARTH BIOFUELS, INC.

    2006
      STOCK OPTION AND AWARD
      PLAN

    


    (as
      of November 17, 2007)

    


     

    EARTH
      BIOFUELS, INC., a Delaware
      corporation (the “Company”),
      hereby adopts this Amended and Restated
2006
      Stock Option and Award Plan (the
“Plan”),
      effective as of the 17th day
      of November 2007,
      under which options to acquire stock
      of the Company or bonus stock may be granted from time to time to employees,
      including officers and directors of the Company and/or its subsidiaries. In
      addition, at the discretion of the board of directors or other administrator
      of
      this Plan, options to acquire stock of the Company or bonus stock may from
      time
      to time be granted under this Plan to other individuals who contribute to the
      success of the Company or its subsidiaries but who are not employees of the
      Company, all on the terms and conditions set forth herein.

     

     

    1.           
      Purpose
      of
      the Plan. The Plan is
      intended to aid the Company in maintaining and developing a management team,
      attracting qualified officers and employees capable of assisting in the future
      success of the Company, and rewarding those individuals who have contributed
      to
      the success of the Company. It is designed to aid the Company in retaining
      the
      services of executives and employees and in attracting new personnel when needed
      for future operations and growth and to provide such personnel with an incentive
      to remain employees of the Company, to use their best efforts to promote the
      success of the Company’s business, and to provide them with an opportunity to
      obtain or increase a proprietary interest in the Company. It is also designed
      to
      permit the Company to reward those individuals who are not employees of the
      Company but who are perceived by management as having contributed to the success
      of the Company or who are important to the continued business and operations
      of
      the Company. The above aims will be effectuated through the granting of
      nonqualified options (“Options”)
      to purchase shares of common stock of
      the Company, par value $0.001 per share (the “Stock”),
      or the granting of awards of bonus
      stock (“Stock
      Awards”), all subject to
      the terms and conditions of this Plan. If the Company has a class of securities
      registered under the Securities Exchange Act of 1934, as amended (the “Exchange
      Act”), it is intended that Options or Stock Awards granted pursuant to this Plan
      qualify for the exemption provided for in Rule 16b-3 (“Rule
      16b-3”) promulgated under
      the Exchange Act or any amendment or successor rule of like tenor when granted
      in accordance with the provisions of such rule.

     

     

    2.           
      Adoption.
      The Plan shall become effective
      immediately on adoption by the board of directors of the Company (the
“Board”)
      and awards under the Plan can be made
      at that time or at any subsequent time.

     

     

     

    3.           
      Administration
      of the Plan. Administration
      of the Plan shall be determined by the Board. Subject to compliance with
      applicable provisions of governing law, the Board may delegate administration
      of
      the Plan or specific administrative duties with respect to the Plan, on such
      terms and to such committees of the Board as it deems proper. Any Option or
      Stock Award approved by the Board

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    shall
      be approved by a majority vote of
      those members of the Board in attendance at a meeting at which a quorum is
      present. Any Option or Stock Award approved by a committee designated by the
      Board shall be approved as specified by the Board at the time of delegation.
      The
      interpretation and construction of the terms of the Plan by the Board or a
      duly
      authorized committee shall be final and binding on all participants in the
      Plan
      absent a showing of demonstrable error. No member of the Board or duly
      authorized committee shall be liable for any action taken or determination
      made
      in good faith with respect to the Plan.

     

     

    The
      Board’s or duly authorized
      committee’s determination under the Plan (including without limitation
      determinations of the persons to receive Options or Stock Awards, the form,
      amount, and timing of such Options or Stock Awards, the terms and provisions
      of
      such Options or Stock Awards, and the agreements evidencing same) need not
      be
      uniform and may be made by the Board or duly authorized committee selectively
      among persons who receive, or are eligible to receive, Options or Stock Awards
      under the Plan, whether or not such persons are similarly
      situated.

     

     

    4.           
      Shares
      of Stock Subject to the Plan.  A total of 40,000,000
      shares of Stock may be subject
      to, or issued pursuant to, Options or Stock Awards granted under the terms
      of
      this Plan. Any shares subject to an Option or Stock Award under the Plan, which
      Option or Stock Award for any reason expires or is forfeited, terminated, or
      surrendered unexercised as to such shares, shall be added back to the total
      number of shares reserved for issuance under the terms of this Plan. If any
      right to acquire Stock granted under the Plan is exercised by the delivery
      of
      shares of Stock or the relinquishment of rights to shares of Stock, only the
      net
      shares of Stock issued (the shares of Stock issued less the shares of Stock
      surrendered) shall count against the total number of shares reserved for
      issuance under the terms of this Plan.  The number of shares of Stock
      subject to the Plan is subject to adjustment as set forth in Section 15
      hereof.

     

     

    5.           
      Reservation
      of Stock on Granting of Option.  At the time of granting
      any
      Option under the terms of this Plan, there will be reserved for issuance on
      the
      exercise of the Option the number of shares of Stock of the Company subject
      to
      such Option. The Company may reserve either authorized but unissued shares
      or
      issued shares that have been reacquired by the Company.

     

     

    6.           
      Eligibility.
      Options or Stock Awards under the Plan
      may be granted to employees, including officers and directors, of the Company
      or
      its subsidiaries, as may be existing from time to time, and to other individuals
      who are not employees of the Company as may be deemed in the best interest
      of
      the Company by the Board or a duly authorized committee. Such Options or Stock
      Awards shall be in the amounts, and shall have the rights and be subject to
      the
      restrictions, as may be determined by the Board or a duly authorized committee
      at the time of grant, all as may be within the general provisions of this
      Plan.

     

     

    7.           
      Term
      of Options and Certain Limitations on Right to Exercise.

     

     

    


     

     

    (a)           
      Each Option shall have the term
      established by the Board or duly authorized committee at the time the Option
      is
      granted but in no event may an Option have a term in excess of five
      years.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    (b)           
      The term of the Option, once
      it is
      granted, may be reduced only as provided for in this Plan or under the written
      provisions of the Option.

     

     

    (c)           
      Unless otherwise specifically
      provided by the written provisions of the Option, no holder or his or her legal
      representative, legatee, or distributee will be, or shall be deemed to be,
      a
      holder of any shares subject to an Option unless and until the holder exercises
      his or her right to acquire all or a portion of the Stock subject to the Option
      and delivers the required consideration to the Company in accordance with the
      terms of this Plan and the Option, and then only to the extent of the number
      of
      shares of Stock acquired. Except as specifically provided in this Plan or as
      otherwise specifically provided by the written provisions of the Option, no
      adjustment to the exercise price or the number of shares of Stock subject to
      the
      Option shall be made for dividends or other rights for which the record date
      is
      prior to the date the Stock subject to the Option is acquired by the
      holder.

     

     

    (d)           
      Options under the Plan shall
      vest
      and become exercisable at such time or times and on such terms as the Board
      or a
      duly authorized committee may determine at the time of the grant of the
      Option.

     

     

    (e)           
      Options granted under the Plan
      shall contain such other provisions, including, without limitation, further
      restrictions on the vesting and exercise of the Option, as the Board or a duly
      authorized committee shall deem advisable.

     

     

    (f)           
      In no event may an Option be
      exercised after the expiration of its term.

     

     

    8.           
      Exercise
      Price. The exercise price
      of each Option issued under the Plan shall be determined by the Board or a
      duly
      authorized committee on the date of grant.

     

     

    9.           
      Payment
      of
      Exercise Price. The
      exercise of any Option shall be contingent on receipt by the Company of cash,
      certified bank check to its order, or other consideration acceptable to the
      Company; provided
      that,
at the discretion of
      the
      Board or a duly authorized committee, the written provisions of the Option
      may
      provide that payment can be made in whole or in part in shares of Stock of
      the
      Company that have been owned by the optionee for more than six months or by
      the
      surrender of Options to acquire Stock from the Company that have been held
      for
      more than six months, which Stock or Options shall be valued at their then
      fair
      market value as determined by the Board or a duly authorized committee. Any
      consideration approved by the Board or a duly authorized committee that calls
      for the payment of the exercise price over a period of more than one year shall
      provide for interest, which shall not be included as part of the exercise price,
      that is equal to or exceeds the imputed interest provided for in section 483
      of
      the Code or any amendment or successor section of like
      tenor.

     

     

    10.           
      Withholding.
      If the grant of a Stock Award or the
      grant or exercise of an Option pursuant to this Plan, or any other event in
      connection with any such grant or exercise, creates an obligation to withhold
      income and employment taxes pursuant to the Code or applicable state or local
      laws, such obligation may, at the discretion of the Board or a duly authorized
      committee at the time of the grant of the Option or Stock Award and to the
      extent permitted by the terms of the Option or Stock Award and the then
      governing provisions of the Code and the Exchange Act, be satisfied (i) by
      the
      holder of the Option or Stock Award delivering to the Company an amount of
      cash
      equal to such withholding obligation; (ii) by the Company withholding from
      any
      compensation or other amount owing to the holder of the Option or Stock
      Award the amount 

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (in
      cash, Stock, or other property as
      the Company may determine) of the withholding obligation; (iii) by the Company
      withholding shares of Stock subject to the Option or Stock Award with a fair
      market value equal to such obligation; or (iv) by the holder of the Option
      or
      Stock Award either delivering shares of Stock that have been owned by the holder
      for more than six months or canceling Options or other rights to acquire Stock
      from the Company that have been held for more than six months with a fair market
      value equal to such requirements. In all events, delivery of shares of Stock
      issuable on exercise of the Option or on grant of the Stock Award shall be
      conditioned upon and subject to the satisfaction or making provision for the
      satisfaction of the withholding obligation of the Company resulting from the
      grant or exercise of the Option, grant of the Stock Award, or any other event.
      The Company shall be further authorized to take such other action as may be
      necessary, in the opinion of the Company, to satisfy all obligations for the
      payment of such taxes.

     

     

    11.           
      Awards
      to Directors and Officers.
      To the extent the Company has a class of securities registered under the
      Exchange Act, Options or Stock Awards granted under the Plan to directors and
      officers (as used in Rule 16b-3 promulgated under the Exchange Act or any
      amendment or successor rule of like tenor) intended to qualify for the exemption
      from section 16(b) of the Exchange Act provided in Rule 16b-3 shall, in addition
      to being subject to the other restrictions and limitations set forth in this
      Plan, be made as follows:

     

     

    (a)           
      A transaction whereby there
      is a
      grant of an Option or Stock Award pursuant to this Plan must satisfy one of
      the
      following:

     

     

    (i)           
      The transaction must be approved
      by the Board or a duly authorized committee composed solely of two or more
      non-employee directors of the Company (as defined in Rule
      16b-3);

     

     

    (ii)           
      The transaction must be approved
      or ratified, in compliance with section 14 of the Exchange Act, by either:
      the
      affirmative vote of the holders of a majority of the securities of the Company
      present or represented and entitled to vote at a meeting of the stockholders
      of
      the Company held in accordance with the applicable laws of the state of
      incorporation of the Company; or, if allowed by applicable state law, the
      written consent of the holders of a majority, or such greater percentage as
      may
      be required by applicable laws of the state of incorporation of the Company,
      of
      the securities of the Company entitled to vote. If the transaction is ratified
      by the stockholders, such ratification must occur no later than the date of
      the
      next annual meeting of stockholders; or

     

     

    (iii)           
      The Stock acquired must be held
      by
      the officer or director for a period of six months subsequent to the date of
      the
      grant; provided
      that,
if the transaction involves
      a derivative security (as defined in section 16 of the Exchange Act), this
      condition shall be satisfied if at least six months elapse from the date of
      acquisition of the derivative security to the date of disposition of the
      derivative security (other than on exercise or conversion) or its underlying
      equity security.

     

     

    


     

     

    (b)           
      Any transaction involving the
      disposition to the Company of its securities in connection with Options or
      Stock
      Awards granted pursuant to this Plan shall:

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    (i)           
      be approved by the Board or
      a duly
      authorized committee composed solely of two or more non-employee directors;
      or

     

     

    (ii)           
      be approved or ratified, in
      compliance with section 14 of the Exchange Act, by either: the affirmative
      vote
      of the holders of a majority of the securities of the Company present, or
      represented, and entitled to vote at a meeting duly held in accordance with
      the
      applicable laws of the state of incorporation of the Company or, if allowed
      by
      applicable state law, the written consent of the holders of a majority, or
      such
      greater percentage as may be required by applicable laws of the state of
      incorporation of the Company, of the securities of the Company entitled to
      vote;
provided
      that,
such ratification occurs
      no
      later than the date of the next annual meeting of
      stockholders.

     

     

    All
      of the foregoing restrictions and
      limitations are based on the governing provisions of the Exchange Act and the
      rules and regulations promulgated thereunder as of the date of adoption of
      this
      Plan. If at any time the governing provisions are amended to permit an Option
      to
      be granted or exercised or Stock Award to be granted pursuant to Rule 16b-3
      or
      any amendment or successor rule of like tenor without one or more of the
      foregoing restrictions or limitations, or the terms of such restrictions or
      limitations are modified, the Board or a duly authorized committee may award
      Options or Stock Awards to directors and officers, and may modify outstanding
      Options or Stock Awards, in accordance with such changes, all to the extent
      that
      such action by the Board or a duly authorized committee does not disqualify
      the
      Options or Stock Awards from exemption under the provisions of Rule 16b-3 or
      any
      amendment or successor rule of similar tenor.

     

     

    12.           
      Stock
      Awards.  The Board or a
      duly authorized committee
      may grant Stock Awards to individuals eligible to participate in this Plan,
      in
      the amount, and subject to the provisions determined by the Board or a duly
      authorized committee. The Board or a duly authorized committee shall notify
      in
      writing each person selected to receive a Stock Award hereunder as soon as
      practicable after he or she has been so selected and shall inform such person
      of
      the number of shares he or she is entitled to receive, the approximate date
      on
      which such shares will be issued, and the Forfeiture Restrictions applicable
      to
      such shares. (For purposes hereof, the term “Forfeiture Restrictions” shall mean
      any prohibitions against sale or other transfer of shares of Stock granted
      under
      the Plan and the obligation of the holder to forfeit his or her ownership of
      or
      right to such shares and to surrender such shares to the Company on the
      occurrence of certain conditions.) The Board or a duly authorized committee
      may,
      at its discretion, require the payment in cash to the Company by the award
      recipient of the par value of the Stock. The shares of Stock issued pursuant
      to
      a Stock Award shall not be sold, exchanged, transferred, pledged, hypothecated,
      or otherwise disposed of during such period or periods of time which the Board
      or a duly authorized committee shall establish at the time of the grant of
      the
      Stock Award. If a Stock Award is made to an employee of the Company or its
      subsidiaries, the employee shall be obligated for no consideration other than
      the amount, if any, of the par value paid in cash for such shares, to forfeit
      and surrender such shares as he or shall have received under the Plan which
      are
      then subject to Forfeiture Restrictions to the Company if he or she is no longer
      an employee of the Company or its subsidiaries for any reason; provided
      that,
in the event of termination
      of the employee’s employment by reason of death or total and permanent
      disability, the Board or duly authorized committee, in its sole discretion,
      may
      cancel the Forfeiture Restrictions. Certificates representing shares subject
      to
      Forfeiture Restrictions shall be appropriately legended as determined by the
      Board or a duly authorized committee to reflect the Forfeiture Restrictions,
      and
      the Forfeiture Restrictions shall be binding on any transferee of the
      shares.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    13.           
      Assignment.
      At the time of grant of an Option or
      Stock Award, the Board or duly authorized Committee, in its sole discretion,
      may
      impose restrictions on the transferability of such Option or Stock Award and
      provide that such Option shall not be transferable other than by will or the
      laws of descent and distribution or pursuant to a qualified domestic relations
      order as defined in the Code and that, except as permitted by the foregoing,
      such Options or Stock Awards granted under the Plan and the rights and
      privileges thereby conferred shall not be transferred, assigned, pledged, or
      hypothecated in any way (whether by operation of law or otherwise), and shall
      not be subject to execution, attachment, or similar process. On any attempt
      to
      transfer, assign, pledge, hypothecate, or otherwise dispose of the Option or
      Stock Award, or of any right or privilege conferred thereby, contrary to the
      provisions thereof, or on the levy of any attachment or similar process on
      such
      rights and privileges, the Option or Stock Award and such rights and privileges
      shall immediately become null and void.

     

     

    14.           
      Additional
      Terms and Provisions of Awards. The Board or duly authorized
      committee
      shall have the right to impose additional limitations on individual awards
      under
      the Plan. For example, and without limiting the authority of the Board or a
      duly
      authorized committee, an individual award may be conditioned on continued
      employment for a specified period or may be voided based on the award holder’s
      gross negligence in the performance of his or her duties, substantial failure
      to
      meet written standards established by the Company for the performance of his
      or
      her duties, criminal misconduct, or willful or gross misconduct in the
      performance of his or her duties. In addition, the Board or a duly authorized
      committee may establish additional rights in the holders of individual awards
      at
      the time of grant. For example, and without limiting the authority of the Board
      or a duly authorized committee, an individual award may include the right to
      immediate payment of the value inherent in the award on the occurrence of
      certain events such as a change in control of the Company, all on the terms
      and
      conditions set forth in the award at the time of grant. The Board or
a duly authorized committee
      mayat the time of the grant
      of the Option or Stock Award, establish any other terms, restrictions, or
      provisions on the exercise of an Option or the holding of Stock subject to
      the
      Stock Award as it deems appropriate. All such terms, restrictions, and
      provisions must be set forth in writing at the time of grant in order to be
      effective.

     

     

    15.           
      Dilution
      or
      Other Adjustment. In the
      event that the number of shares of Stock of the Company from time to time issued
      and outstanding is increased pursuant to a stock split or a stock dividend,
      the
      number of shares of Stock then covered by each outstanding Option granted
      hereunder shall be increased proportionately, with no increase in the total
      purchase price of the shares then so covered, and the number of shares of Stock
      subject to the Plan shall be increased by the same proportion. Shares awarded
      under the terms of a Stock Award shall be entitled to the same rights as other
      issued and outstanding shares of Stock, whether or not then subject to
      Forfeiture Restrictions, although any additional shares of Stock issued to
      the
      holder of a Stock Award shall be subject to the same Forfeiture Restrictions
      as
      the Stock Award. In the event that the number of shares of Stock of the Company
      from time to time issued and outstanding is reduced by a combination or
      consolidation of shares, the number of shares of Stock then covered by each
      outstanding Option granted hereunder shall be reduced proportionately, with
      no
      reduction in the total purchase price of the shares then so covered, and the
      number of shares of Stock subject to the Plan shall be reduced by the same
      proportion. Shares awarded under a Stock Award shall be treated as other issued
      and outstanding shares of Stock, whether or not then subject to Forfeiture
      Restrictions. In the event that the Company should transfer assets to another
      corporation and distribute the stock of such other corporation without the
      surrender of Stock of the Company, and if such distribution is not taxable
      as a
      dividend and no gain or loss is recognized by reason of section 355 of the
      Code
      or any amendment or successor statute of like tenor, then the total
      purchase price of the Stock then covered by each outstanding Option shall
      be reduced by an amount that bears the same ratio to the total purchase price
      then in effect as the market value of the stock distributed in respect of a
      share 

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    of
      the Stock of the Company, immediately
      following the distribution, bears to the aggregate of the market value at such
      time of a share of the Stock of the Company plus the stock distributed in
      respect thereof. Shares issued under a Stock Award shall be treated as issued
      and outstanding whether or not subject to Forfeiture Restrictions, although
      any
      stock of the other corporation to be distributed with respect to the shares
      awarded under the Stock Award shall be subject to the Forfeiture Restrictions
      then applicable to such shares and may be held by the Company or otherwise
      subject to restrictions on transfer until the expiration of the Forfeiture
      Restrictions. In the event that the Company distributes the stock of a
      subsidiary to its stockholders, makes a distribution of a major portion of
      its
      assets, or otherwise distributes a significant portion of the value of its
      issued and outstanding Stock to its stockholders, the number of shares then
      subject to each outstanding Option and the Plan, or the exercise price of each
      outstanding Option, may be adjusted in the reasonable discretion of the Board
      or
      a duly authorized committee. Shares awarded under a Stock Award shall be treated
      as issued and outstanding, whether or not subject to Forfeiture Restrictions,
      although any Stock, assets, or other rights distributed shall be subject to
      the
      Forfeiture Restrictions governing the shares awarded under the Stock Award
      and,
      at the discretion of the Board or a duly authorized committee, may be held
      by
      the Company or otherwise subject to restrictions on transfer by the Company
      until the expiration of such Forfeiture Restrictions. All such adjustments
      shall
      be made by the Board or duly authorized committee, whose determination upon
      the
      same, absent demonstrable error, shall be final and binding on all participants
      under the Plan. No fractional shares shall be issued, and any fractional shares
      resulting from the computations pursuant to this section shall be eliminated
      from the respective Option or Stock Award. No adjustment shall be made for
      cash
      dividends, for the issuance of additional shares of Stock for consideration
      approved by the Board, or for the issuance to stockholders of rights to
      subscribe for additional Stock or other securities.

     

     

    16.           
      Options
      or
      Stock Awards to Foreign Nationals. The Board or a duly
      authorized
      committee may, in order to fulfill the purposes of this Plan and without
      amending the Plan, grant Options or Stock Awards to foreign nationals or
      individuals residing in foreign countries that contain provisions, restrictions,
      and limitations different from those set forth in this Plan and the Options
      or
      Stock Awards made to United States residents in order to recognize differences
      among the countries in law, tax policy, and custom. Such grants shall be made
      in
      an attempt to provide such individuals with essentially the same benefits as
      contemplated by a grant to United Statesresidents
      under the terms of this
      Plan.

     

     

    17.           
      Listing
      and
      Registration of Shares.
      Unless otherwise expressly provided on the granting of an award under this
      Plan,
      the Company shall have no obligation to register any securities issued pursuant
      to this Plan or issuable on the exercise of Options granted hereunder. Each
      award shall be subject to the requirement that if at any time the Board or
      a
      duly authorized committee shall determine, in its sole discretion, that it
      is
      necessary or desirable to list, register, or qualify the shares covered thereby
      on any securities exchange or under any state or federal law, or obtain the
      consent or approval of any governmental agency or regulatory body as a condition
      of, or in connection with, the granting of such award or the issuance or
      purchase of shares thereunder, such award may not be made or exercised in whole
      or in part unless and until such listing, registration, consent, or approval
      shall have been effected or obtained free of any conditions not acceptable
      to
      the Board or a duly authorized committee.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    18.           
      Expiration
      and Termination of the Plan. The Plan may be abandoned
      or
      terminated at any time by the Board or a duly authorized committee except with
      respect to any Options or Stock Awards then outstanding under the Plan. The
      Plan
      shall otherwise terminate on the earlier of the date that is: (i) ten years
      after the date the Plan is adopted by the Board; or (ii) ten years after the
      date the Plan is approved by the stockholders of the
      Company.

     

     

    19.           
      Form
      of Awards. Awards granted
      under the Plan shall be represented by a written agreement which shall be
      executed by the Company and which shall contain such terms and conditions as
      may
      be determined by the Board or a duly authorized committee and permitted under
      the terms of this Plan.

     

     

    20.           
      No
      Right of Employment.
      Nothing contained in this Plan or any Option or Stock Award shall be construed
      as conferring on a director, officer, or employee any right to continue or
      remain as a director, officer, or employee of the Company or its
      subsidiaries.

     

     

    21.           
      Leaves
      of Absence. The Board or
      duly authorized committee shall be entitled to make such rules, regulations,
      and
      determinations as the Board or duly authorized committee deems appropriate
      under
      the Plan in respect of any leave of absence taken by the recipient of any Option
      or Stock Award. Without limiting the generality of the foregoing, the Board
      or
      duly authorized committee shall be entitled to determine (a) whether or not
      any
      such leave of absence shall constitute a termination of employment within the
      meaning of the Plan, and (b) the impact, if any, of any such leave of absence
      on
      any Option or Stock Award under the Plan theretofore made to any recipient
      who
      takes such leave of absence.

     

     

    22.           
      Amendment
      of
      the Plan. The Board or a
      duly authorized committee may modify and amend the Plan in any
      respect.  Subject to the foregoing and, if the Company is subject to
      the provisions of 16(b) of the Exchange Act, the limitations of Rule 16b-3
      promulgated under the Exchange Act or any amendment or successor rule of like
      tenor, the Plan shall be deemed to be automatically amended as is necessary
      to
      maintain the awards made under the Plan in compliance with the provisions of
      Rule 16b-3 promulgated under the Exchange Act or any amendment or successor
      rule
      of like tenor.

     

     

    DATE:
November
      17,
      2007                                                                                     
ATTEST:

     

     

    


     

    By:
      /s/ Christopher
      Chambers

                Christopher
      Chambers, Secretary