exhibit4.htm


    


    EXHIBIT
      4.1

    


    CHINA
      JIANYE FUEL (CHINA) HOLDINGS,
      INC.

    


    2008
      Equity Incentive
      Plan

    


    Article
      1. Establishment and Purpose

    


    1.1  Establishment
      of the
      Plan.  China Jianye Fuel, Inc., a Nevada corporation (the
“Company” or “China Jianye Fuel”), hereby establishes an incentive compensation
      plan (the “Plan”), as set forth in this document.

    


    1.2  Purpose
      of the
      Plan.  The purpose of the Plan is to promote the success and
      enhance the value of the Company by linking the personal interests of
      Participants to those of the Company's
      shareholders, and by providing Participants with an incentive for outstanding
      performance. The Plan is further intended to attract and retain the services
      of
      Participants upon whose judgment, interest, and special efforts the successful
      operation of China Jianye Fuel and its subsidiaries is dependent.

    


    1.3  Effective
      Date of the
      Plan.  The Plan shall become effective on January 23,
      2008.

    


    Article
      2. Definitions

    


    Whenever
      used in the Plan, the
      following terms shall have the meanings set forth below and, when the meaning
      is
      intended, the initial letter of the word is capitalized:

    


    (a)  “Award”
means,
      individually or collectively, a grant under this Plan of Stock, Stock Options,
      or Restricted Stock.

    


    (b)  “Award
      Agreement” means
      an agreement which may be entered into by each Participant and the Company,
      setting forth the terms and provisions applicable to Awards granted to
      Participants under this Plan.

    


    (c)  “Board”
or
“Board
      of
      Directors” means the Company’s Board of Directors.

    


    (d)  “Cause”
shall
      mean
      willful and gross misconduct on the part of an Eligible Person that is
      materially and demonstrably detrimental to the Company or any Subsidiary as
      determined by the Committee in its sole discretion.

    


    (e)  “Change
      in Control”
shall be deemed to have occurred if (i) any “person” (as such term is used in
      Sections 13(d) and 14(d) of the Exchange Act), other than (A) a person who
      on
      January 23, 2008 was the beneficial owner of more than 25% of the outstanding
      Shares, (B) a trustee or other fiduciary holding securities under an employee
      benefit plan of the Company or (C) a corporation owned directly or indirectly
      by
      the shareholders of the Company in substantially the same proportions as their
      ownership of stock of the Company, is  or becomes the “beneficial
      owner” (as defined in Rule 13d-3 under said Act), directly or indirectly, of
      securities of the Company representing fifty percent (50%) or more of the total
      voting power represented by the Company's then  outstanding voting
      securities, or (ii) during any period of two (2) consecutive years, individuals
      who at the beginning of such period constitute the Board of Directors of
      the  Company and any new Director whose election by the Board
      of  Directors or nomination for election by the
      Company's  shareholders was approved by a vote of at least two-thirds
      (2/3) of the Directors then still in office who either were  Directors
      at the beginning of the period or whose election or nomination for election
      was
      previously so approved, cease for any reason to constitute a majority thereof,
      or (iii) the shareholders of the Company approve a merger
      or  consolidation of the Company with any other corporation, other
      than a merger or consolidation which would result in  the voting
      securities of the Company outstanding immediately prior thereto continuing
      to
      represent (either by remaining outstanding or by being converted into voting
      securities of  the surviving entity) at least fifty-five percent (55%)
      of the  total voting power represented by the voting securities of the
      Company or such surviving entity outstanding immediately  after such
      merger or consolidation, or the shareholders of  the Company approve a
      plan of complete liquidation of the  Company or an agreement for the
      sale or disposition by the  Company of all or substantially all the
      Company’s assets.

    


    (f)  “Code”
means
      the
      Internal Revenue Code of 1986, as amended from time to time.

    


    (g)  “Committee”
means
      the
      committee or committees, as specified in Article 3, appointed by the Board
      to
      administer the Plan with respect to grants of Awards.

    


    (h)
“Consultant”
means
      a natural person
      under contract with the Company to provide bona fide services to the
      Company which are not in connection with the offer or sale of securities in
      a
      capital-raising transaction and do not directly or indirectly promote or
      maintain a market for the Company’s securities.

    


     (i)  “Director”
means
      any individual who is a member of the China Jianye Fuel Board of
      Directors.

    


    (j)  “Disability”
shall
      mean
      the Participant’s inability to perform the Participant’s normal Employment
      functions due to any medically determinable physical or mental disability,
      which
      can last or has lasted 12 months or is expected to result in death.

    


    (k)
“Eligible
      Person” means an
      Employee, Director or Consultant.

    


    (l)  “Employee”
means
      any
      officer or employee of the Company or of one of the Company's
      Subsidiaries.  Directors who are not otherwise employed by the Company
      shall not be considered Employees under this Plan.

    


    (m)  “Employment,”
with
      reference to an Employee, means the condition of being an officer or employee
      of
      the Company or one of its Subsidiaries.  “Employment,” with reference
      to a Consultant, means the condition of being a
      Consultant.  “Employment,” with reference to a Director, means the
      condition of being a Director.  The change in status of an Eligible
      Person among the categories of Employee, Director and Consultant shall not
      be
      deemed a termination of Employment.

    


    (n)  “Exchange
      Act” means the
      Securities Exchange Act of 1934, as amended from time to time, or any successor
      Act thereto.

    


                  
      (o) “Exercise Price” means the price at which a Share may be purchased by a
      Participant pursuant to an Option, as determined by the Committee.

    


    (p)  “Insider”
shall
      mean an
      Eligible Person who is, on the relevant date, an officer, director, or ten
      percent (10%) beneficial owner of the Company, as those terms are defined under
      Section 16 of the Exchange Act.

    


    (q)  “Option”
or
“Stock
      Option” shall mean an option to purchase Shares granted hereunder.

    


    (r)  “Participant”
means
      a
      person who holds an outstanding Award granted under the Plan.

    


    (s)
“Plan”
means
      this 2008 Equity
      Incentive Plan.

    


    (t)  “Restricted
      Stock” means
      an Award of Stock granted to an Eligible Person pursuant to Article 7
      herein.

    


    (u)
“Restriction
      Period” means the
      period during which Shares of Restricted Stock are subject to restrictions
      or
      conditions under Article 7.

    


    (v)  “Shares”
or
“Stock”
      means the shares of common stock of the Company.

    


                  
      (w) “Subsidiary” shall mean any corporation in which the  Company owns
      directly, or indirectly through  subsidiaries, more than fifty percent
      (50%) of the total combined voting power of all classes of Stock, or any
      other  entity (including, but not limited to, partnerships
      and  joint ventures) in which the Company owns more than
      fifty  percent  (50%) of the combined equity
      thereof.

    


    Article
      3. Administration

    


    3.1  The
      Committee.   The Plan and all Awards hereunder shall be
      administered by one or more Committees of the Board as may be appointed by
      the
      Board for this purpose.  The Board may appoint a Committee
      specifically responsible for Awards to Insiders (the “Disinterested Committee”)
      where each Director on such Disinterested Committee is a “Non-Employee Director”
(or any successor designation for determining who may administer plans,
      transactions or awards exempt under Section 16(b) of the Exchange Act), as
      that
      term is used in Rule 16b-3 under the Exchange Act, as that rule may be modified
      from time to time.  If no specific Committee is appointed by the
      Board, then the Board in its entirety shall be the Committee.  Any
      Committee may be replaced by the Board at any time.

    


    3.2
Authority
      of the
      Committee.  The Committee shall have full power, except as
      limited by law and subject to the provisions herein, to select the recipients
      of
      Awards; to determine the size and types of Awards; to determine the terms and
      conditions of such Awards in a manner consistent with the Plan; to construe
      and
      interpret the Plan and any agreement or instrument entered into under the Plan;
      to establish, amend, or waive rules and regulations for the Plan's
      administration; and to amend the terms and conditions of any outstanding Award
      to the extent such terms and conditions are within the discretion of the
      Committee as provided in the Plan.  Further, the Committee shall make
      all other determinations which may be necessary or advisable for the
      administration of the Plan.

    


    No
      Award may be made under the Plan
      after December 31, 2014.

    


    All
      determinations and decisions made
      by the Committee pursuant to the provisions of the Plan and all related orders
      or resolutions of the Board shall be final, conclusive, and binding on all
      persons, including the Company, its stockholders, Eligible Persons,
      Participants, and their estates and beneficiaries.

    


    Subject
      to the terms of this Plan, the
      Committee is authorized, and shall not be limited in its discretion, to use
      any
      of the Performance Criteria specified herein in its determination of Awards
      under this Plan.

    


    Article
      4. Shares Subject to the Plan

    


    4.1
Number
      of
      Shares.  Subject to adjustment as provided in Section 4.3
      herein, the number of Shares available for grant under the Plan shall not exceed
      five hundred thousand (500,000) Shares.  The Shares granted under this
      Plan may be either authorized but unissued or reacquired Shares.

    


    4.2
Lapsed
      Awards.  If any Award granted under this Plan is canceled,
      terminates, expires, or lapses for any reason, Shares subject to such Award
      shall be again available for the grant of an Award under the Plan.

    


    4.3
Adjustments
      in Authorized
      Plan Shares.  In the event of any merger, reorganization,
      consolidation, recapitalization, separation, liquidation, Stock dividend,
      split-up, Share combination, or other change in the corporate structure of
      the
      Company affecting the Shares, an adjustment shall be made in the number and
      class of Shares which may be delivered under the Plan, and in the number and
      class of and/or price of Shares subject to outstanding Awards granted under
      the
      Plan, and/or the number of outstanding Options and Shares of Restricted Stock
      constituting outstanding Awards, as may be determined to be appropriate and
      equitable by the Committee, in its sole discretion, to prevent dilution or
      enlargement of rights.

    


    Article
      5.  Stock Grant

    


    5.1  Grant
      of
      Stock.  Subject to the terms and provisions of the Plan, the
      Board of Directors, at any time and from time to time, may grant Shares of
      Stock
      to Eligible Persons in such amounts and upon such terms and conditions as the
      Board of Directors shall determine.

    


    Article
      6. Stock Options

    


    6.1  Grant
      of
      Options.  Subject to the terms and provisions of the Plan,
      Options may be granted to Eligible Persons at any time and from time to time,
      and under such terms and conditions, as shall be determined by the
      Committee.  The Committee shall have discretion in determining the
      number of Shares subject to Options granted to each Eligible
      Person.

    


    6.2  Form
      of
      Issuance.  Each Option grant may be issued in the form of an
      Award Agreement and/or may be recorded on the books and records of the Company
      for the account of the Participant. If an Option is not issued in the form
      of an
      Award Agreement, then the Option shall be deemed granted as determined by the
      Committee.  The terms and conditions of an Option shall be set forth
      in the Award Agreement, in the notice of the issuance of the grant, or in such
      other documents as the Committee shall determine.  Such terms and
      conditions shall include the Exercise Price, the duration of the Option, the
      number of Shares to which an Option pertains (unless otherwise provided by
      the
      Committee, each Option may be exercised to purchase one Share), and such other
      provisions as the Committee shall determine.

    


    6.3  Exercise
      Price.  The Exercise Price of an Option shall be determined by
      the Committee in its sole discretion.

    


    6.4  Duration
      of
      Options.  Each Option shall expire at such time as the
      Committee shall determine at the time of grant (which duration may be extended
      by the Committee); provided, however, that no Option shall be exercisable later
      than the tenth (10th)
      anniversary date of its grant.  If, however, the Eligible Person owns
      stock possessing more than ten percent (10%) of the total combined voting power
      of all classes of stock of the Company or of its parent or subsidiary
      corporations, then no Option shall be exercisable later than the fifth (5th)
      anniversary date of its grant.

    


    6.5  Vesting
      of
      Options.  Options shall vest at such times and under such terms
      and conditions as determined by the Committee; provided, however, unless a
      different vesting period is provided by the Committee at or before the grant
      of
      an Option, the Options will vest on the first anniversary of the
      grant.

    


    6.6  Exercise
      of
      Options.  Options granted under the Plan shall be exercisable
      at such times and be subject to such restrictions and conditions as the
      Committee shall in each instance approve, which need not be the same for each
      grant or for each Participant.

    


    Options
      shall be exercised by delivery
      of a written notice (including e-mail and telecopies) to the Secretary of the
      Company (or, if so provided by the Company, to its designated agent), which
      notice shall be irrevocable, setting forth the exact number of Shares with
      respect to which the Option is being exercised and including with such notice
      payment of the Exercise Price.  When Options have been transferred,
      the Company or its designated agent may require appropriate documentation that
      the person or persons exercising the Option, if other than the Participant,
      has
      the right to exercise the Option.   No Option may be exercised
      with respect to a fraction of a Share.

    


    6.7  Termination
      of
      Employment.  Unless otherwise provided by the Committee, the
      following limitations on exercise of Options shall apply upon termination of
      Employment:

    


    (a)
Termination
      by Death or
      Disability.  In the event the Employment of a Participant shall
      terminate by reason of death or Disability, all outstanding Options granted
      to
      that Participant shall immediately vest as of the date of termination of
      Employment and may be exercised, if at all, no more than three (3) years from
      the date of the termination of Employment, unless the Options, by their terms,
      expire earlier.

    


    (b)  Termination
      for
      Cause.  If the Employment of a Participant shall be terminated
      by the Company for Cause, all outstanding Options held by the Participant shall
      immediately be forfeited to the Company and no additional exercise period shall
      be allowed, regardless of the vested status of the Options.

    


    (c)  Retirement
      or Other
      Termination of Employment.  If the Employment of a Participant
      shall terminate for any reason other than the reasons set forth in (a) or (b)
      above, all outstanding Options which are vested as of the effective date of
      termination of Employment may be exercised, if at all, no more than thirty
      (30)
      days from the date of termination of Employment, unless the Options, by their
      terms, expire earlier.  In the event of the death of the Participant
      after termination of Employment, this paragraph (c) shall still apply and not
      paragraph (a), above.

    


    (d)  Options
      not Vested at
      Termination.  Except as provided  in paragraph (a)
      above, all Options held by the Participant  which are not vested on or
      before the effective date of termination of Employment shall immediately be
      forfeited to the Company (and shall once again become available for
      grant  under the Plan).

    


    (e)  Notwithstanding
      the
      foregoing, the Committee may, in its sole discretion, establish different terms
      and conditions pertaining to the effect of termination of Employment, but no
      such modification shall shorten the terms of Options issued prior to such
      modification.

    


    6.9  Restrictions
      on Exercise and
      Transfer of Options.  Unless otherwise provided by the
      Committee:

    


    (a)  During
      the Participant's
      lifetime, the Participant’s Options shall be exercisable only by the Participant
      or by the Participant’s guardian or legal representative.  After the
      death of the Participant, an Option shall only be exercised by the holder
      thereof (including, but not limited to, an executor or administrator of a
      decedent's estate) or his guardian or legal representative.

    


    (b)  No
      Option shall be
      transferable except: (i) in the case of the Participant, only upon the
      Participant’s death; and (ii) in the case of any holder after the Participant’s
      death, only by will or by the laws of descent and distribution.

    


    6.10  Competition.  Notwithstanding
      anything in this Article 6 to the contrary, in the event the Committee
      determines, in its sole discretion, that a Participant is engaging in activity
      competitive with the Company, any Subsidiary, or any business in which any
      of
      the foregoing have a substantial interest (the “China Jianye Fuel Businesses”),
      the Committee may cancel any Option granted to such Participant, whether or
      not
      vested, in whole or in part.  Such cancellation shall be effective as
      of the date specified by the Committee.  Competitive activity shall
      mean any business or activity if a substantially similar business activity
      is
      being carried on by a China Jianye Fuel Business, including, but not limited
      to,
      representing or providing consulting services to any person or entity that
      is
      engaged in competition with a China Jianye Fuel Business or that takes a
      position adverse to a China Jianye Fuel Business.  However,
      competitive activity shall not include, among other things, owning a
      nonsubstantial interest as a shareholder in a competing business.

    


    Article
      7. Restricted Stock

    


    7.1  Grant
      of Restricted
      Stock.  Subject to the terms and provisions of the Plan, the
      Committee, at any time and from time to time, may grant Shares of Restricted
      Stock to Eligible Persons in such amounts and upon such terms and conditions
      as
      the Committee shall determine.

    


    7.2  Restricted
      Stock
      Agreement.  The Committee may require, as a condition to an
      Award, that a recipient of a Restricted Stock Award enter into a Restricted
      Stock Award Agreement, setting forth the terms and conditions of the
      Award.  In lieu of a Restricted Stock Award Agreement, the Committee
      may provide the terms and conditions of an Award in a notice to the Participant
      of the Award, on the Stock certificate representing the Restricted Stock, in
      the
      resolution approving the Award, or in such other manner as it deems
      appropriate.

    


    7.3  Transferability.  Except
      as otherwise provided in this Article 7, the Shares of Restricted Stock granted
      herein may not be sold, transferred, pledged, assigned, or otherwise alienated
      or hypothecated until the end of the applicable Restriction Period established
      by the Committee, if any.

    


    7.4  Other
      Restrictions.  The Committee may impose such other conditions
      and/or restrictions on any Shares of Restricted Stock granted pursuant to the
      Plan as it may deem advisable including, without limitation, a requirement
      that
      Participants pay a stipulated purchase price for each Share of Restricted Stock
      and/or restrictions under applicable Federal or state securities laws; and
      may
      legend the certificates representing Restricted Stock to give appropriate notice
      of such restrictions.

    


    The
      Company shall also have the right
      to retain the certificates representing Shares of Restricted Stock in the
      Company's possession until such time as all conditions and/or restrictions
      applicable to such Shares have been satisfied.

    


    7.5  Removal
      of
      Restrictions.  Except as otherwise provided in this Article 7,
      Shares of Restricted Stock covered by each Restricted Stock grant made under
      the
      Plan shall become freely transferable by the Participant after the last day
      of
      the Restriction Period and completion of all conditions to vesting, if
      any.  However, unless otherwise provided by the Committee, the
      Committee, in its sole discretion, shall have the right to immediately waive
      all
      or part of the restrictions and conditions with regard to all or part of the
      Shares held by any Participant at any time.

    


    7.6  Voting
      Rights, Dividends and
      Other Distributions. During the Restriction Period, Participants holding
      Shares of Restricted Stock granted hereunder may exercise full voting rights
      and
      shall receive all regular cash dividends paid with respect to such
      Shares.  Except as provided in the following sentence, in the sole
      discretion of the Committee, other cash dividends and other distributions paid
      to Participants with respect to Shares of Restricted Stock may be subject to
      the
      same restrictions and conditions as the Shares of Restricted Stock with respect
      to which they were paid.  If any such dividends or distributions are
      paid in Shares, the Shares shall be subject to the same restrictions and
      conditions as the Shares of Restricted Stock with respect to which they were
      paid.

    


    7.7  Termination
      of Employment
      Due to Death or Disability.  In the event the Employment of a
      Participant shall terminate by reason of death or Disability, unless otherwise
      provided by the Committee prior to or at the time of the Award, all Restriction
      Periods and all restrictions imposed on outstanding Shares of Restricted Stock
      held by the Participant shall immediately lapse and the Restricted Stock shall
      immediately become fully vested as of the date of termination of
      Employment.

    


    7.8  Termination
      of Employment
      for Other Reasons.  If the Employment of a Participant shall
      terminate for any reason other than those specifically set forth in Section
      7.7
      herein, all Shares of Restricted Stock held by the Participant which are not
      vested as of the effective date of termination of Employment immediately shall
      be forfeited and returned to the Company.

    


    Article
      8.   Employee Matters

    


    8.1  Employment
      Not
      Guaranteed.  Nothing in the Plan shall interfere with or limit
      in any way the right of the Company or any Subsidiary to terminate any
      Participant's Employment at any time, nor confer upon any Participant any right
      to continue in the employ of the Company or one of its
      Subsidiaries.

    


    8.2  Participation.  No
      Eligible Person shall have the right to be selected to receive an Award under
      this Plan, or, having been so selected, to be selected to receive a future
      Award.

    


    8.3  Claims
      and
      Appeals.  Any claim under the Plan by a Participant or anyone
      claiming through a Participant shall be presented to the Committee. Any person
      whose claim under the Plan has been denied may, within sixty (60) days after
      receipt of notice of denial, submit to the Committee a written request for
      review of the decision denying the claim. The Committee shall determine
      conclusively for all parties all questions arising in the administration of
      the
      Plan.

    


    Article
      9. Amendment, Modification, and Termination

    


    9.1  Amendment,
      Modification, and
      Termination.  The Board of Directors alone shall have the right
      to alter, amend or revoke the Plan or any part thereof at any time and from
      time
      to time, provided, however, that the Board of Directors may not, without the
      approval of the holders of a majority of the voting Shares, make any alteration
      or amendment to the Plan which changes the aggregate number of shares of Common
      Stock which may be issued under the Plan, extend the term of the Plan, or change
      the employees or class of employees eligible to receive Awards thereunder.
      The
      Board may at any time suspend or terminate the Plan in whole or in
      part.

    


    9.2  Awards
      Previously
      Granted.  No termination, amendment, or modification of the
      Plan shall adversely affect in any material way any Award previously granted
      under the Plan, without the written consent of the Participant holding such
      Award.

    


    Article
      10. Change in Control

    


    Upon
      the occurrence of a Change in
      Control:

    


    (a)  Any
      and all Options
      granted hereunder immediately shall become vested and exercisable;

    


    (b)  Any
      Restriction Periods
      and all restrictions imposed on Restricted Shares shall lapse and they shall
      immediately become fully vested.

    


    Article
      11 Withholding

    


    11
      1  Tax
      Withholding.  The Company shall deduct or withhold an amount
      sufficient to satisfy Federal, state, and local taxes (including the
      Participant's employment tax obligations) required by law to be withheld with
      respect to any taxable event arising or as a result of this Plan (“Withholding
      Taxes”).

    


    11.2  Share
      Withholding.  With respect to withholding required upon the
      exercise of Options, upon the lapse of restrictions on Restricted Stock, or
      upon
      any other taxable event hereunder involving the transfer of Stock to a
      Participant, the Company shall withhold Stock having a Fair Market Value on
      the
      date the tax is to be determined in an amount equal to the Withholding Taxes
      on
      such Stock.  Any fractional Share remaining after the withholding
      shall be withheld as additional Federal withholding.

    


    11.3
Payment
      In Lieu of Share
      Withholding.  In any situation in which the Company would be
      required to withhold Stock pursuant to §11.2 above, the Participant may, in lieu
      of all or part of such withholding, remit to the Company an amount in cash
      sufficient to satisfy the federal, state and local withholding tax requirements
      or may direct the Company to withhold from other amounts payable to the
      Participant, including salary.

    


    Article
      12. Successors

    


    All
      obligations of the Company under
      the Plan, with respect to Awards granted hereunder, shall be binding on any
      successor to the Company, whether the existence of such successor is the result
      of a direct or indirect purchase, merger, consolidation, or otherwise, of all
      or
      substantially all of the business and/or assets of the Company.

    


    Article
      13. Legal Construction

    


    13.1  Severability.  In
      the event any provision of the Plan shall be held illegal or invalid for any
      reason, the illegality or invalidity shall not affect the remaining parts of
      the
      Plan, and the Plan shall be construed and enforced as if the illegal or invalid
      provision had not been included.

    


    13.2  Requirements
      of
      Law.  The granting of Awards and the issuance of Shares under
      the Plan shall be subject to all applicable laws, rules, and regulations, and
      to
      such approvals by any governmental agencies or national securities exchanges
      as
      may be required.

    


    13.3  Securities
      Law
      Compliance.  With respect to Insiders, transactions under this
      Plan are intended to comply with all applicable conditions of Rule 16b-3 or
      its
      successors under the Exchange Act.  To the extent any provision of the
      plan or action by the Committee fails to comply with a condition of Rule 16b-3
      or its successors, it shall not apply to the Insiders or transactions
      thereby.

    


    13.4  Governing
      Law.  To the extent not preempted by Federal law, the Plan, and
      all agreements hereunder, shall be construed in accordance with and governed
      by
      the laws of the State of Delaware.

    


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